Ryan Gwillim
About Ryan M. Gwillim
Independent director of The Manitowoc Company, Inc. (MTW) since 2024; age 45. He is Executive Vice President and Chief Financial and Strategy Officer at Brunswick Corporation; CFO since 2020 (elevated to Chief Financial and Strategy Officer in 2024). He is a certified public accountant and holds a law degree from the University of Illinois, bringing a blend of finance, accounting, legal, capital markets, and M&A experience. MTW designates him independent and lists him as an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brunswick Corporation | EVP & Chief Financial and Strategy Officer | 2024–present | Senior finance and strategy leadership for a global marine/recreation company |
| Brunswick Corporation | Chief Financial Officer | 2020–present | Public-company CFO experience; financial controls and capital markets |
| Brunswick Corporation | VP – Finance & Treasurer | 2019–2020 | Treasury and finance leadership |
| Brunswick Corporation | VP – Investor Relations | 2017–2019 | Sell-side/buy-side engagement and disclosure leadership |
| Brunswick Corporation | Associate General Counsel – International; prior legal roles | 2011–2017 | Legal, regulatory, and international experience |
External Roles
| Organization | Role | Tenure | Public Company Board/Committees |
|---|---|---|---|
| Brunswick Corporation | EVP & Chief Financial and Strategy Officer; CFO | 2024–present; CFO since 2020 | None (no other public company directorships) |
Board Governance
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert.”
- Independence: Independent director; MTW states seven of eight nominees are independent; committees are fully independent.
- Attendance and engagement: Board met 6 times in 2024; Audit Committee met 5 times; all current members attended at least 75% of Board and committee meetings. Independent directors meet regularly, at least four times per year, without management.
- Board structure and practices: Separate Chair/CEO; majority voting for directors; ability to remove directors without cause; 10% holders can call special meetings.
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Fees earned or paid in cash (2024 actual) | $84,167 | Actual cash fees received by Gwillim in 2024. |
| Standard annual retainers (program) | Board member: $80,000; Audit Chair: $25,000; Audit Member: $10,000; Comp Chair: $20,000; Gov Chair: $17,500; Comp Member: $7,500; Gov Member: $7,500 | Program as of May 1, 2024; no per‑meeting fees. |
| Reimbursement | Reasonable out-of-pocket expenses reimbursed | Standard for all non‑employee directors. |
Performance Compensation
| Equity Element | 2024 Amount/Design | Vesting/Deferral | Notes |
|---|---|---|---|
| Stock award (2024 actual) | $118,516 (grant date fair value) | 2024 director stock grants were not restricted and vested immediately upon grant; Gwillim deferred his 2024 stock grant under the Deferred Compensation Plan | Annual equity grant guideline $135,000; shares based on 20‑day average price around Feb 27, 2024; accounting expense uses grant‑date close. |
- No performance-vested equity is used for non-employee directors; 2024 stock grants vested immediately (no performance metrics attached).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None beyond MTW. |
| Disclosed interlocks/conflicts | None disclosed for Gwillim; MTW reported no related person transactions in 2024. |
| Supplier/customer links considered for independence | Board specifically assessed Cummins (Amy R. Davis) and Parker-Hannifin (Robert W. Malone) relationships; Gwillim not cited in these supplier considerations. |
Expertise & Qualifications
- Financial/accounting expert; capital markets, internal controls, and public company CFO background; designated Audit Committee financial expert.
- Legal training (JD) and CPA credential supports risk oversight, compliance, and M&A.
- Board skills matrix attributes for Gwillim include: Board experience, Finance & Accounting, Manufacturing, Global, Business Development & Strategy.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 8,766 MTW shares; less than 1% of outstanding; none pledged. |
| Shares outstanding (record date for 2025 AGM) | 35,442,131 shares. |
| Director stock ownership guidelines | 5x annual cash retainer (excluding committee/lead/chair premiums); directors were in compliance or projected to be in compliance as of Dec 31, 2024. |
| Deferred Compensation Plan mechanics | Directors may defer cash/equity into stock units payable upon death, disability, termination, or a specified date. |
Governance Assessment
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Strengths
- Independent Audit Chair with CFO, CPA, and JD credentials; designated audit committee financial expert—supports robust financial oversight and investor confidence.
- No related-person transactions in 2024; none of his shares are pledged; hedging and pledging prohibited by policy.
- Director equity exceeded cash in 2024 (stock $118,516 vs cash $84,167), aligning incentives with shareholders; he voluntarily deferred his 2024 stock grant.
- Board’s governance practices include majority voting, separated Chair/CEO, fully independent key committees, and regular independent sessions.
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Watch items
- Say‑on‑pay support at 80.4% in 2024—acceptable but below typical large‑cap norms; company notes an improving multi‑year trend and added ROIC to LTIP metrics in response to feedback (context for overall pay governance, not director‑specific).
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Policies and protections
- Clawback/compensation recovery policies apply under MTW’s frameworks; equity under the 2025 Omnibus Plan subject to minimum vesting, anti‑repricing, and no dividends on unvested awards; hedging/pledging prohibited.
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Attendance and engagement
- Board (6 meetings) and Audit (5 meetings) in 2024 with all directors meeting ≥75% attendance threshold; independent directors meet at least four times annually in executive session.