UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

☑ Filed by the Registrant

☐ Filed by a Party other than the Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

BRUNSWICK CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Contents

7	Proxy Summary

13	Proposal 1

	Election of Directors Named in this Proxy Statement

21	Corporate Governance

29	Governance Policies and Practices

33	Director Compensation

37	Stock Held by Directors, Executive Officers, and Principal Shareholders

39	Executive Compensation


65	Proposal 2

	Advisory Vote to Approve the Compensation of our Named Executive Officers

69	Audit-Related Matters

73	Proposal 3

	Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

75	Submission of Proposals for the 2027 Annual Meeting of Shareholders

77	Frequently Asked Questions

83	Appendix

	Non-GAAP Reconciliations

Contents — 2026 Proxy Statement | 1

March 19, 2026

Dear Fellow
Shareholders:

On behalf of your Board of Directors and management team, thank you for investing in Brunswick Corporation.

Despite the tariff-related shocks in the second quarter of 2025, we delivered $5.4 billion in net sales for the full year—a 2% increase over last year. This marked our first net sales growth in three years and resulted in outstanding free cash flow of $442 million.

This performance was fueled by exceptional execution in all operating businesses, a recovery in the U.S. new boat market in the latter half of the year, and resilient boating participation. Our recurring revenue businesses, which represented approximately 60% of our earnings in 2025, and continued operational and working capital discipline contributed to our strong cash flow results.

Our cash performance enabled us to support planned investments in industry-leading products and technology, return capital to shareholders, and efficiently retire more debt than previously planned. In 2025, we repurchased $80 million of our shares and raised our dividend for the 13th consecutive year. The retirement of approximately $240 million in debt in 2025 strengthened our investment-grade balance sheet and advanced us toward our net leverage target while maintaining $1.3 billion in liquidity. We estimate strategic capital actions initiated starting in the fourth quarter of 2024 have resulted in $40 million of interest expense savings while supporting investment and shareholder returns.

Brunswick takes immense pride in being widely recognized as an employer of choice, a trailblazer in innovation, and a responsible, trustworthy organization and this was again recognized in 2025 as we surpassed 100 awards in these categories and others for the fourth consecutive year. Many of these

accolades were national honors awarded by leading media outlets such as Newsweek, USA Today, TIME, and Forbes, reflecting consistent, multi-year performance. For the first time, in 2026, Brunswick was recognized on the Forbes America’s Best Companies list, reinforcing our reputation as one of the most respected and admired companies both within and beyond our industry.

In 2025, Brunswick introduced over 100 new products across Boat Group, Mercury Marine, Navico Group, and Flite, including:

-  The Simrad^® AutoCaptain^TM Autonomous Boating System, a revolutionary advancement in marine technology featuring full auto-docking capabilities, including docking, undocking, and short distance maneuvering, which marked Brunswick’s first commercialized autonomy solution. This exciting new product was recognized with a CES Pick Award at the 2026 Consumer Electronics Show (CES).

-   The latest expansion of Mercury Marine’s award-winning Verado^® outboard lineup – the all-new V10 425hp Verado outboard and performance-enhanced V10 350hp Verado outboard. Mercury Marine also reported the leading outboard engine share position at every major boat show around the world including Miami, Palm Beach, Ft. Lauderdale, Dusseldorf, Dubai, Cannes, and Sydney.

-   Navico Group launching many new products across its portfolio including the B&G^® Zeus^® S ULTRAWIDE and Zeus SR chartplotters, the Simrad NSS 4 multifunction display, and the Lowrance Ghost X trolling motor.

David M. Foulkes

Letter from the Chairman and CEO — 2026 Proxy Statement | 3

		-    Brunswick Boat Group launching a multitude of new models across all its brands including Sea Ray’s all-new SDX 230 model line-up, featuring three models: the SDX 230, SDX 230 Outboard, and SDX 230 Surf, Bayliner’s C21 models, which won Moteur Boat of the Year at the 2025 Cannes Boat Show, Boston Whaler’s 240 Dauntless Pro, and Harris Boat’s completely redesigned Sunliner and Sunliner Sport derivative. -    Freedom Boat Club (FBC) announced a record-breaking year in 2025, with members logging more than 640,000 boating trips worldwide during the year, representing a more than 5 percent year-over-year increase in trips and marking the third consecutive year FBC has surpassed 600,000 trips. FBC now has more than 440 locations around the world including its first locations in Dubai and Tasmania. During 2025, we also took a range of actions to reduce our fixed costs, streamline our operations and drive efficiency, including the strategic transition of boat production out of our facility in Reynosa, Mexico, which primarily manufactured small, value fiberglass boats, to our Tellico, Tennessee facility, creating new jobs in that community. This move reflects changes in demand in the value fiberglass boat market and aligns with the recent rationalization of the value boat model portfolio. The transition is expected to be completed by summer 2026. In January 2026, we exhibited at CES in Las Vegas, where we leveraged this unique global technology stage to showcase our full portfolio of industry-leading products and technology, including our ACES and Boating Intelligence solutions. We launched the all-new Sea Ray SLX 360, our first-ever boat launch at CES, which is packed with Mercury Marine and Navico Group technology and was fitted with Simrad’s AutoCaptain Autonomous Boating System. Navico Group has now signed agreements with several marine OEMs to install AutoCaptain on new boat models. We also		showed Mercury Marine’s ‘808’ Concept signaling the future of ultra-high horsepower outboard propulsion and debuted the Flite Race eFoil, a collaboration between Fliteboard and Mercury Racing. Also in early 2026, at the world’s largest boat show in Dusseldorf, Germany, Sea Ray’s SDX 270 Surf won Powerboat of the Year and Navan’s S30 won Motorboat of the Year in their respective categories and our premium fiberglass brands recorded year-over-year sales growth. Mercury had more than 50% share of all outboard engines at the show, almost triple the nearest competitor, and added to its recent run of signing multi-year, exclusive supply agreements with some of Europe’s largest and fastest growing boat OEMs. At the 2026 Miami Boat Show, Mercury Marine had an astounding 84% share of all outboard engines in the on-water portion of the show and more than 60% outboard share overall. We also launched many new products including the Boston Whaler 290 and 330 Outrage models, Simrad NSO^® 4, B&G Zeus SRX, and a portfolio of new Mercury Marine advanced controls technologies. Your Board continues to be committed to delivering long-term, sustainable shareholder value, and we are confident that our leadership team and strategy will continue to demonstrate the unique power of our resilient portfolio and our many opportunities for future growth and success. We invite you to join us for our annual meeting of shareholders, which will be conducted via live audio webcast on May 6, 2026. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BC2026. We look forward to your attendance and participation again this year. Your vote is very important. Whether or not you plan to attend the meeting, please vote via the Internet, by telephone, or by signing and returning a proxy card.


		Thank you for your continued support.



		David M. Foulkes Chief Executive Officer and Chairman of the Board of Directors
		Brunswick Corporation

4 | 2026 Proxy Statement — Letter from the Chairman and CEO

Notice

2026 Annual Meeting of Shareholders

Date — May 6, 2026    |     Time — 8 a.m. EDT

Location — Online at www.virtualshareholdermeeting.com/BC2026

The Proxy Statement and form of proxy are being first made available to shareholders on March 19, 2026.

Voting Matters — 2026 Proposals	Board Recommends:	Learn More on Page:
Proposal 1: Election of Directors Named in this Proxy Statement	FOR each nominee	13
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	FOR	65
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026	FOR	73

Review Your Proxy Statement and Vote in One of Four Ways^*:

AM I ELIGIBLE TO VOTE?

You can vote if you were a shareholder of record at the close of business on March 9, 2026.

*   If you hold shares in the Brunswick Retirement Savings Plan or the Brunswick Rewards Plan, you must direct the trustee of these plans how to vote these shares by one of these methods no later than 11:59 p.m. EDT on May 1, 2026.

Certain statements in this Proxy Statement are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “should,” “expect,” “believe,” “will,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks that may cause actual results to differ materially from expectations as of the date of this Proxy Statement. These risks include, but are not limited to, those set forth in Brunswick’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent reports filed with the Securities and Exchange Commission. Information available on our website is not incorporated into this Proxy Statement and any references to website locations are for informational purposes only.

Notice — 2026 Proxy Statement | 5

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting. This summary does not contain all the information you should consider.

For more detail, please see our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 13, 2026.

Please see Appendix for a reconciliation of non-GAAP measures.

8 | 2026 Proxy Statement — Proxy Summary

9 OF 10
Directors are independent under the NYSE listing standards

Our Directors collectively attended
99%
of the 2025 board and committee meetings

Median Director tenure is
9.9
years

Proposal 1: Election of Directors Named in the Attached Proxy Statement All Brunswick Directors are elected annually.

	Nancy E. Cooper     72 Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Director Since: 2013 Committees: ●● Independent Director	Joseph W. McClanathan     73 President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired) Director Since: 2018 Committees: ● Independent Director

	David C. Everitt    73 President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Committees: ●●● Lead Independent Director	David V. Singer    70 CEO of Snyder’s-Lance, Inc. (Retired) Director Since: 2013 Committees: ● ● Independent Director

	Reginald Fils-Aimé   64 President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Director Since: 2021 Committees: ● Independent Director	J. Steven Whisler     71 Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Committees:●● Independent Director

	Lauren P. Flaherty      68 Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Committees:● Independent Director	Roger J. Wood     63 Co-CEO of Tenneco, Inc. (Retired) Director Since: 2012 Committees: ● Independent Director

	David M. Foulkes     64 CEO of Brunswick Corporation Director Since: 2019 Committees: Chairman of the Board	MaryAnn Wright     64 Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired) Director Since: 2021 Committees: ●● Independent Director

Committees Key

●      Human Resources and Compensation

●      Nominating and Corporate Governance

●       Audit and Finance

●       Executive

    Committee Chair

Proxy Summary — 2026 Proxy Statement | 9

Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers

For more information, visit page 65

Executive Compensation

For more information, visit page 39

Compensation Element	Metric(s)	Role	How It’s Designed and Determined

Base Salary	n/a	Provides a fixed element of compensation sufficient to avoid competitive disadvantage and reward day-to-day contributions to the Company.	Reviewed annually, targeting the market median of the appropriate benchmark. We consider external competitiveness, individual performance, experience, responsibilities, skill sets, and internal equity when determining executives’ base salaries.


Annual Incentive Plan	•    Adjusted Earnings Per Share (EPS) •    Free Cash Flow (FCF) •    Divisional Earnings Before Interest and Taxes (EBIT) (Applies to Division NEOs only)	Primary element used to reward accomplishments against established business and individual goals within a given year.	Target funding based on planned performance for the year, as approved by the Board of Directors, with actual funding tied to annual performance against target goals and limited to no more than 200% of target funding.


Performance Shares	•    Cash Flow Return On Investment (CFROI) •    Operating Margin •    Relative Total Shareholder Return (TSR) •    Absolute TSR	Focus management team on achieving 3-year performance goals, creating and sustaining value for shareholders.	Annual Performance Share grants for Named Executive Officers (NEOs) represent 50% of targeted equity value. Three-year performance plan with shares earned based on achievement of CFROI and Operating Margin targets, potentially modified by Brunswick’s TSR performance relative to the TSR of companies within the S&P 400 Consumer Discretionary Index (as measured over a three-year period).


Restricted Stock Units (RSUs)	Absolute TSR	Reinforce retention and reward sustained TSR.	Annual RSU grants for NEOs represent 50% of targeted equity value. 2025 RSUs vest ratably over a three year period from the grant date.

SAY-ON-PAY

97%

approval in 2025

10 | 2026 Proxy Statement — Proxy Summary

WHAT WE DO

●

Base a substantial percentage of executive pay at-risk through annual and long-term incentives

●

Require executives to achieve performance-based goals tied to relative shareholder return

●

Target the median compensation levels of our peer group and other market data when making executive compensation decisions, as well as considering external competitiveness, individual performance, experience, responsibilities, skill sets, and internal equity

●

Apply strict share ownership requirements to officers and Directors

●

Require a portion of vested shares from our equity compensation programs to be held until share ownership requirements are met

●

Disclose metrics, weightings, and overall outcomes of annual and long-term incentives for executives

●

Evaluate and manage risk in our compensation programs

●

Use an independent compensation consultant

●

Maintain clawback policies that go beyond Dodd-Frank requirements and permit recovery in the event of certain types of misconduct and breaches of restrictive covenants

●

Maintain double-trigger equity award vesting acceleration upon involuntary termination following a Change in Control (CIC)

●

Engage in a rigorous and thoughtful executive succession planning process with the Board

WHAT WE DON’T DO

●

No excise tax gross-ups

●

No modified single-trigger or single-trigger CIC severance agreements (we only use double-trigger CIC severance provisions)

●

Expressly forbid option repricing not in accordance with plans already approved by shareholders

●

Expressly forbid repricing of underwater options under all of our active equity plans

●

No hedging of shares by our employees or Directors

●

No pledging of shares by our employees or Directors

●

No dividends or dividend equivalents on unearned Performance Shares

2025 Executive Total Targeted Compensation Mix

For more information, visit page 42

CEO COMPENSATION MIX

OTHER NEO AVERAGE COMPENSATION MIX

		Base Salary
		Annual Incentives
		Long-Term Incentives

Proxy Summary — 2026 Proxy Statement | 11

2025 Executive Compensation Summary

For more information, visit page 52

Year	Salary	Stock Awards	Annual Bonus	All Other Compensation	Total
David M. Foulkes, Chairman and Chief Executive Officer
2025	$1,250,577	$9,750,026	$1,876,000	$144,004	$13,020,607
Ryan M. Gwillim, Executive Vice President and Chief Financial Officer and Strategy Officer
2025	$711,269	$2,500,337	$640,100	$59,778	$3,911,484
John G. Buelow, Executive Vice President and President, Mercury Marine
2025	$629,615	$1,299,665	$503,700	$86,154	$2,519,134
Aine L. Denari, Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer
2025	$618,269	$1,299,665	$494,600	$93,712	$2,506,246
Brenna D. Preisser, Executive Vice President and President, Brunswick Boat Group
2025	$618,269	$1,250,169	$494,600	$82,726	$2,445,764

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

For more information, visit page 73

Proxy Statement

The Board of Directors of Brunswick Corporation (the Board) is soliciting proxies from Brunswick’s shareholders on behalf of the Company for our virtual annual meeting to be conducted via live audio webcast at www.virtualshareholdermeeting.com/BC2026, on Wednesday, May 6, 2026, at 8:00 a.m. EDT (the Annual Meeting). As required by Securities and Exchange Commission (SEC) rules, we are making this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 available to our shareholders electronically via the Internet.

In addition, we are using the SEC’s notice and access rules to provide shareholders with more options for receipt of these materials. Accordingly, on March 19, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the Notice) to our shareholders containing instructions about how to access this Proxy Statement and Brunswick’s Annual Report via the Internet, how to vote online, by telephone, or by mail, and how to receive paper copies of the documents and a proxy card.

12 | 2026 Proxy Statement — Proxy Summary

Proposal 1

Election of Directors



	Voting Recommendation:

Your Board of Directors recommends a vote FOR the election of each of the nominees.

What am I voting on? Shareholders are being asked to elect the ten individuals named in this Proxy Statement to serve on the Board of Directors.

The current Board of Directors has nominated the following for election as Directors:

	Nancy E. Cooper		Joseph W. McClanathan

	David C. Everitt		David V. Singer

	Reginald Fils-Aimé		J. Steven Whisler

	Lauren P. Flaherty		Roger J. Wood

	David M. Foulkes		MaryAnn Wright

If elected by our shareholders, each nominee will serve for a one-year term expiring at our 2027 Annual Meeting. Each Director will hold office until a successor has been elected and qualified or until the Director’s earlier resignation or removal.		Biographical and other information regarding the Directors’ experience, qualifications, and skills that led the Board to conclude that such individuals should serve on the Board in light of our business and leadership structure is set forth below.

14 | 2026 Proxy Statement — Proposal 1

Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired)

Director Since: 2013

Age: 72

Committees:

Audit and Finance

Nominating and

Corporate Governance

Independent Director

Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

Nancy E. Cooper	KEY SKILLS
As the former Executive Vice President and Chief Financial Officer of CA Technologies, Inc., Ms. Cooper brings financial acumen and technology experience to our Board. Ms. Cooper’s extensive experience as a chief financial officer and her other financial, technological, and leadership roles for several companies allow her to provide invaluable advice and guidance to management and the Board regarding strategic planning and innovation. Her experience and her service on another public company audit committee assist the Board in several areas including corporate governance, finance, internal control, and audit matters. Experience: Retired; Executive Vice President and Chief Financial Officer of CA Technologies, Inc., a global developer of licensed enterprise software products and services (acquired by Broadcom Inc. in 2018), 2006 to 2011; Chief Financial Officer of IMS Health, Inc., a global information and technology services company, 2001 to 2006; twenty years at IBM Corporation, including Senior Management Group focused on technology strategy and financial management. Director of Aptiv PLC; previously served as Director of Teradata Corporation, The Mosaic Company, and Guardian Life Insurance Company of America.
		Audit/Finance

		CEO/CFO Experience

		Global

		Governance and Compliance

		Public Company Board

		Technology/Innovation/Digital

President, Agricultural and Turf Division of Deere & Company (Retired)

Director Since: 2012

Age: 73

Committees:

Human Resources

and Compensation

Nominating and

Corporate Governance

Executive

Lead Independent Director

David C. Everitt	KEY SKILLS
Mr. Everitt serves as our Lead Independent Director. As the former President of Deere & Company’s largest division, he brings engineering experience, global expertise, and extensive knowledge of dealer and distribution issues to our Board. Mr. Everitt also provides crucial operations, manufacturing, and marketing skills, as well as board leadership experience. Experience: Retired; President, Agricultural and Turf Division—North America, Asia, Australia, and Sub-Saharan and South Africa, and Global Tractor and Turf Products of Deere & Company, the world’s largest manufacturer of agricultural equipment and a major U.S. producer of construction, forestry, and lawn and grounds care equipment, 2009 to 2012; President, Agricultural Division—North America, Australia, Asia and Global Tractor and Implement Sourcing, 2006 to 2009; President, Agricultural Division— Europe, Africa, South America and Global Harvesting Equipment Sourcing, 2001 to 2006. Director of Allison Transmission Holdings, Inc. and Corteva, Inc.; previously served as Director of Nutrien Ltd., Agrium Inc., and Enviri Corporation.
		Brand & Marketing

		Dealers/Distribution

		Global

		Operations/Manufacturing

		Public Company Board

Proposal 1 — 2026 Proxy Statement | 15

President and Chief Operating Officer of Nintendo of America, Inc. (Retired)

Director Since: 2021

Age: 64

Committees:

Audit and Finance (Chair)

Executive

Independent Director

Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

Reginald Fils-Aimé	KEY SKILLS
With over 15 years at Nintendo, including 13 years as the President and Chief Operating Officer, Mr. Fils-Aimé brings significant experience with company transformation, consumer products, brands, marketing, technology, and innovation to our Board. Mr. Fils-Aimé’s background allows him to provide significant guidance to the Board regarding strategic planning, digital technology, human resources, and financial matters. Experience: Managing Partner of Brentwood Growth Partners LLC, a leadership consultancy, 2019 to present; President and Chief Operating Officer of Nintendo Co. Ltd. and Nintendo of America Inc., a gaming and entertainment company, 2006 to 2019; Executive Officer for Nintendo Co., Ltd., 2016 to 2019; various leadership roles at MTV Networks’ VH1 cable channel, Procter & Gamble, and Pizza Hut. Director of Spin Master Corporation; previously served as Director of GameStop Corporation and Chairman of UTA Acquisition Corporation.
		Audit/Finance

		Brand & Marketing

		Global

		Public Company Board

		Technology/Innovation/Digital

Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired)

Director Since: 2018

Age: 68

Committees:

Audit and Finance

Independent Director

Lauren P. Flaherty	KEY SKILLS
As an experienced leader who has served a diverse profile of companies, from globally recognized technology leaders to high-growth Silicon Valley innovators, Ms. Flaherty brings extensive business experience and strategic planning skills to our Board. Ms. Flaherty’s experience assists the Board in several areas including marketing, technology, and global operations. Experience: Retired; Senior Advisor to McKinsey & Company, a global management consulting firm, 2021; Executive Vice President and Chief Marketing Officer at CA Technologies, Inc., a global developer of licensed enterprise software products and services (acquired by Broadcom Inc. in 2018), 2013 to 2018; Chief Marketing Officer and Executive Vice President at Juniper Networks, Inc., 2009 to 2013; Chief Marketing Officer of Nortel Networks Corporation, 2006 to 2009; various positions of increasing responsibility at IBM, 1980 to 2006. Previously served as Director of Xactly Corp.
		Brand & Marketing

		Global

		Public Company Board

		Technology/Innovation/Digital

16 | 2026 Proxy Statement — Proposal 1

CEO of Brunswick Corporation

Director Since: 2019

Age: 64

Committees:

Executive (Chair)

Chairman of the Board

Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

David M. Foulkes	KEY SKILLS
Mr. Foulkes serves as Chairman of the Board and Chief Executive Officer (CEO). As current CEO and the former Chief Technology Officer, Mr. Foulkes is well positioned to provide the Company with expertise and guidance in leading-edge design, technology, and innovation. Mr. Foulkes’ roles also have given him extensive knowledge of our businesses and industries. This experience allows him to communicate effectively with the Board about our operations, product development, and overall business strategy. Based on his varied experience within Brunswick and his external experience, Mr. Foulkes brings comprehensive management and manufacturing experience to our Board and a unique understanding of the operations, financial, and marketing challenges facing companies in the marine market. Experience: CEO of Brunswick Corporation, January 2019 to present; Chief Technology Officer and President, Brunswick Marine Consumer Solutions, 2018 to 2019; VP and Chief Technology Officer of Brunswick Corporation, 2014 to 2018; VP of Product Development and Engineering, Mercury Marine, 2010 to 2018; President of Mercury Racing, 2012 to 2018; Mercury Marine VP for Research and Development, 2007 to 2010. Previous senior roles with Ford Motor Company, Shell Exploration, and the United Kingdom Ministry of Defense. Director of Vontier Corporation.
		Audit/Finance

		CEO/CFO Experience

		Dealers/Distribution

		Global

		Operations/Manufacturing

		Public Company Board

		Technology/Innovation/Digital

President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired)

Director Since: 2018

Age: 73

Committees:

Audit and Finance

Independent Director

Joseph W. McClanathan	KEY SKILLS
As the former President and Chief Executive Officer of a large division of a global leader in power solutions, Mr. McClanathan brings extensive expertise in manufacturing, sales and marketing, and international business operations to our Board. Mr. McClanathan also provides unique insight into consumer solutions and assists management and the Board with his significant experience with financial issues, human resources, executive compensation, and strategic planning. Experience: Retired; President and Chief Executive Officer, Household Products Division of Energizer Holdings, Inc., a leading manufacturer of primary batteries, portable flashlights, and lanterns, 2004 to 2012; President—North America, Energizer Holdings, 1999 to 2004. Previously served in various leadership roles at Ralston Purina Company, prior to the Energizer spin-off, including Vice President—Chief Technology Officer of Eveready Battery Company; Vice President—General Manager of Energizer Power Systems, and Director— Trade Marketing of Eveready Battery Company. Director of Leggett and Platt, Incorporated.
		Audit/Finance

		Brand & Marketing

		Dealers/Distribution

		Global

		Governance and Compliance

		Operations/Manufacturing

		Public Company Board

Proposal 1 — 2026 Proxy Statement | 17

CEO of Snyder’s-Lance, Inc. (Retired)

Director Since: 2013

Age: 70

Committees:

Human Resources

and Compensation

Nominating and Corporate

Governance (Chair)

Executive

Independent Director

Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

David V. Singer	KEY SKILLS
As the former Chief Executive Officer of a maker and global marketer of snack foods and through his director and public company audit committee roles, Mr. Singer brings extensive management and financial experience to our Board, as well as experience in brand and marketing, supply chain, manufacturing, logistics, and distribution matters. Mr. Singer’s experience in corporate finance, governance, and acquisitions is beneficial to the Board in several areas including oversight of external auditors and internal controls. Experience: Retired; Chief Executive Officer of Snyder’s-Lance, Inc., a leading snack food company, 2010 to 2013; President and Chief Executive Officer of Lance, Inc., 2005 to 2010; Executive Vice President and Chief Financial Officer of Coca-Cola Bottling Company Consolidated, 2001 to 2005. Director of Performance Food Group Company and, effective April 15, 2026, The J.M. Smucker Company; previously served as Director of Flowers Foods, Inc., Hanesbrands, Inc., Lance, Inc., Snyder’s-Lance, Inc., and SPX Flow, Inc.
		Audit/Finance

		Brand & Marketing

		CEO/CFO Experience

		Dealers/Distribution

		Global

		Governance and Compliance

		Operations/Manufacturing

		Public Company Board

Chairman & CEO of Phelps Dodge Corporation (Retired)

Director Since: 2007

Age: 71

Committees:

Audit and Finance

Nominating and

Corporate Governance

Independent Director

J. Steven Whisler	KEY SKILLS
As the former Chairman and Chief Executive Officer of a mining and manufacturing company with operations on several continents, Mr. Whisler has extensive experience with international business operations and regulatory compliance matters. Additionally, Mr. Whisler’s background enables him to provide strategic advice and guidance to our Company’s management and Board regarding financial, human resources, and risk oversight matters. Experience: Retired; Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, 2000 to 2007; employed by Phelps Dodge Corporation in a number of positions since 1976, including President and Chief Operating Officer. Director of CSX Corporation; previously served as Director of Burlington Northern Santa Fe Corporation, U.S. Airways Group, Inc., and International Paper Company.
		Audit/Finance

		CEO/CFO Experience

		Dealers/Distribution

		Global

		Governance and Compliance

		Operations/Manufacturing

		Public Company Board

		Technology/Innovation/Digital

18 | 2026 Proxy Statement — Proposal 1

Co-CEO of Tenneco, Inc. (Retired)

Director Since: 2012

Age: 63

Committees:

Human Resources and

Compensation (Chair)

Executive

Independent Director

Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

Roger J. Wood	KEY SKILLS
As the former Co-CEO of one of the world’s largest designers, manufacturers, and marketers of ride performance and clean air products and systems, in addition to his previous experience, Mr. Wood brings substantial expertise regarding manufacturing, technology, and customer solutions to our Board. Mr. Wood’s experience as a CEO of multiple public manufacturing companies provides unique insight and significant knowledge to the Board in the areas of manufacturing operations, business management, global operations, and strategic planning. Experience: Retired; Co-Chief Executive Officer, Tenneco, Inc., an automotive components original equipment manufacturer, July 2018 to January 2020; Chairman and Chief Executive Officer, Fallbrook Technologies Inc., a privately held technology developer and manufacturer, February to July 2018; President and Chief Executive Officer of Dana Holding Corporation, a world leader in the supply of axles, driveshafts, off-highway transmissions, sealing and thermal-management products, and genuine service parts, 2011 to 2015; Group President, Engine of BorgWarner Inc., a worldwide automotive industry components and parts supplier, 2010 to 2011; from 2005 to 2011, Mr. Wood held varying positions of increasing responsibility at BorgWarner Inc. Director of PHINIA, Inc. and Goodyear Tire & Rubber Company; previously served as Director of Tenneco, Inc. and Fallbrook Technologies Inc.
		Audit/Finance

		CEO/CFO Experience

		Global

		Operations/Manufacturing

		Public Company Board

		Technology/Innovation/Digital

Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

Director Since: 2021

Age: 64

Committees:

Human Resources

and Compensation

Nominating and

Corporate Governance

Independent Director

MaryAnn Wright	KEY SKILLS
Ms. Wright provides the Board with technology and innovation insights based on her extensive prior executive experiences at Johnson Controls and Ford Motor Company. In addition, her background includes skills in finance, program management, sustainability, and operations, which assist the Board in strategic planning, technology, and financial matters. Experience: Retired; Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls, 2013 to 2018; VP Technology and Innovation, Johnson Controls Power Solutions, 2009 to 2013; VP GM Advanced Power Solutions and CEO Johnson Controls-Saft, 2007 to 2009; Office of the Chair and Executive VP Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corp., 2006 to 2007; previous senior roles of increasing responsibility at Ford Motor Company, 1989 to 2005. Director of Group1 Automotive Inc., Micron Technology, and Director and Board Chair at Solid Power; previously served as Director of Delphi Technologies and Maxim Integrated.
		Audit/Finance

		Dealers/Distribution

		Global

		Governance and Compliance

		Operations/Manufacturing

		Public Company Board

		Technology/Innovation/Digital

Proposal 1 — 2026 Proxy Statement | 19

Corporate
Governance

The Board of Directors has adopted written Principles and Practices (the Principles) which are available on our website, www.brunswick.com under Investors, or in print upon any Brunswick shareholder’s request. The Principles set the framework for our governance structure. The Board believes that good corporate governance is a source of our competitive advantage. Good governance allows the skills, experience, and judgment of the Board to support our executive management team, enabling management to improve our performance and maximize shareholder value.

As set forth in the Principles, the Board’s responsibilities include overseeing and directing management in building long-term value for shareholders. The Chief Executive Officer (CEO) and the senior management team are responsible

for managing day-to-day business operations and for presenting regular updates to the Board about our business. The Board offers the CEO and management constructive advice and counsel and may, in its sole discretion and at the Company’s expense, obtain advice and counsel from independent legal, financial, accounting, compensation, and other advisors. The independent Directors regularly meet in executive session without management.

The Board of Directors met five times during 2025. Our Directors collectively attended 99% of the 2025 Board and committee meetings. The Principles provide that all members of the Board are requested to attend Brunswick’s Annual Meeting of Shareholders, and all Directors but one, who had a pre-existing conflict, attended the 2025 Annual Meeting of Shareholders.

22 | 2026 Proxy Statement — Corporate Governance

Board Leadership

David Foulkes, our CEO, also serves as Chairman of the Board. His deep knowledge of the Company’s operations, recognized industry leadership, and years of experience on the Board provide a critical link between the Board’s oversight and the day-to-day operations of the Company in this challenging and dynamic environment. Veteran Director David Everitt serves as Lead Independent Director. Mr. Everitt’s extensive record of leadership and global operational experience, distribution, and engineering expertise, developed through years of experience with a global manufacturer, provide the Board with crucial knowledge and insights.

The non-management Directors regularly meet in executive session without members of

management present. The Lead Independent Director presides and acts as the Board’s leader when it meets in executive session or when the Chairman is unable to lead the Board’s deliberations. Additionally, the Lead Independent Director serves as a liaison between the Directors, Mr. Foulkes, and other members of management, reviews meeting agendas, helps facilitate Board committee responsibilities, and other clearly defined responsibilities as set forth in Exhibit E of the Principles.

The Board believes this governance structure results in a strong and effective board, in the best interests of the Company and our shareholders.

Board Evaluation and Effectiveness

Among other things, the Board expects each Director to understand our business and the markets in which we operate, monitor economic and business trends, understand our risks and mitigation plans, and use his or her perspective, background, experience, and knowledge to provide management with insights and guidance. To that end, the Board is comprised of business savvy Directors with strategic mindsets and meaningful operational skills. The Board continually monitors its members’ skills and experience and considers their expertise for succession

planning and committee assignments. As part of this evaluation process, the Board and its committees conduct annual self-evaluations, and the Lead Independent Director may also engage individual Board members regarding Board or committee performance. At times the Board has engaged an independent third party to interview Directors and facilitate the Board, committee, and Director review process. This third party reports on findings and provides feedback on Board performance relative to our peers.

Corporate Governance — 2026 Proxy Statement | 23

Board Selection and Refreshment

Director Candidate Considerations

The Nominating and Corporate Governance Committee (Governance Committee), in consultation with the Board Chairman and Lead Independent Director, is responsible for identifying, screening, personally interviewing, and recommending candidates to the Board.

●	Integrity
●	Experience
●	Achievements
●	Judgment
●	Intelligence
●	Personal Character
●	Diversity—Perspectives, Backgrounds, Experiences, Other
●	Ability to Make Independent Analytical Inquiries
●	Willingness and Ability to Devote Time to Board Duties
●	Likelihood of Board Tenure
The Board does not have a formal diversity policy, but considers an overall diversity of perspectives, backgrounds, and experiences when evaluating candidates. The Board regularly reviews Board performance, including the composition of the Directors and the committees, and the Governance Committee makes recommendations regarding Director nominations for re-election on an annual basis. The Governance Committee may retain a third-party search firm to assist it with identifying or recruiting qualified candidates when vacancies arise. The Principles require a non-employee Director to retire from the Board at the first annual meeting of shareholders following his or her 75^th birthday, and for an employee Director to resign when he or she ceases employment with Brunswick. In the last ten years, the Board has not granted any waiver to these policies. The Governance Committee will consider qualified director candidates who shareholders suggest by written submissions to:

Brunswick Corporation

26125 N. Riverwoods Blvd., Suite 500

Mettawa, IL 60045

Attention: Corporate Secretary’s Office

email: corporate.secretary@brunswick.com

Any recommendation a shareholder submits must include the name of the candidate, a description of the candidate’s educational and professional background, contact information for the candidate, and a brief explanation of why the shareholder believes the candidate is suitable for election. The Governance Committee will apply the same standards in considering director candidates recommended by shareholders as it applies to other candidates.

In addition to recommending director candidates to the Governance Committee, shareholders may also, pursuant to procedures established in our Amended By-Laws, directly nominate one or more director candidates to stand for election through our advance notice or proxy access procedures. In order for a shareholder nominee to be included in our Proxy Statement for an annual meeting, the nomination notice must be provided between 120 and 150 days before the anniversary date that we first mailed our Proxy Statement for the annual meeting of the previous year, and must comply with all applicable requirements in the Amended By-Laws. To nominate director candidates to stand for election at an annual meeting of shareholders without including them in our proxy materials, a shareholder must deliver written notice of the nomination to Brunswick’s Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. For a special meeting of shareholders, a shareholder wishing to make such a nomination must deliver written notice of the nomination to Brunswick’s Secretary no later than the close of business on the tenth day following the date on which notice of the meeting is first given to shareholders. In any case, a notice of nomination submitted by a shareholder must include information concerning the nominating shareholder and the shareholder’s nominee(s) as required by our Amended By-Laws.

24 | 2026 Proxy Statement — Corporate Governance

Director Independence

As noted in the Principles, the Board believes that independent Directors should constitute a substantial majority of the Board and that no more than two members of management may serve on the Board at the same time. The Principles provide that a Director shall be considered to be independent if he or she satisfies the general Director independence standards established by the NYSE. The NYSE standards provide that a Director will not be independent unless the Board affirmatively determines that the Director has no material relationship with Brunswick (either directly or as a partner, shareholder, or officer of an organization that has a relationship with Brunswick).

Applying the NYSE standards, and considering all relevant facts and circumstances, the Board has made an affirmative determination that none of the independent Directors has a material relationship with Brunswick and that all Directors, other than Mr. Foulkes, are independent. Mr. Foulkes is not independent due to his position as CEO of Brunswick.

Shareholder Engagement

Our active investor relations efforts include regular and ongoing engagement with current and potential investors, financial analysts, and the media through conference calls, correspondence, conferences, in-person or virtual investor meetings, and other events. This ensures that management and the Board understand, consider, and address the issues that matter most to our shareholders.

Brunswick regularly hosts investor events to promote consistent communication with the investment community. Investor events allow investors access to our top managers to discuss and explain our businesses, update the audience on our progress against our current long-term plan, and outline our future plans, strategies, and commitments.

Shareholder Communication

The Principles provide that our shareholders or other interested parties may, at any time, communicate in writing with the Board, the Chairman of the Board, Lead Independent Director, or the independent Directors as a group, by writing to:

Brunswick Corporation

26125 N. Riverwoods Blvd., Suite 500
Mettawa, IL 60045

Attention: Corporate Secretary’s Office
email: corporate.secretary@brunswick.com

The General Counsel will review and distribute, as appropriate, copies of written communications received by any of these means, depending on the subject matter and facts and circumstances described in the communication. Communications that are not related to the duties and responsibilities of the Board, or are otherwise considered to be improper for submission to the intended recipient(s), will not be forwarded to the Board, the Board Chairman, the Lead Independent Director, or the non-management Directors.

Corporate Governance — 2026 Proxy Statement | 25

Board Committees

The Board of Directors has four committees: Audit and Finance, Nominating and Corporate Governance, Human Resources and Compensation, and Executive. Each committee is comprised solely of independent Directors, as that standard is determined by the Principles and the NYSE listing standards, with the exception of the Executive Committee, which Mr. Foulkes chairs. Each of the committees may, at its sole discretion and at Brunswick’s expense, obtain advice and assistance from outside legal, financial, accounting, or other experts and advisors.

The principal responsibilities of each of these committees are described generally below and in detail in their respective committee charters, which are available at www.brunswick.com under Investors, or in print upon request by any Brunswick shareholder.

The Executive Committee is comprised of the Chairman of the Board, the Lead Independent Director, and the Chairs of the Board committees. The Executive Committee meets from time to time at the request of the Chairman, but did not meet in 2025.

Audit and Finance Committee

Number of Times this Committee Met in 2025 — 8

The Audit and Finance Committee assists the Board in reviewing and overseeing the following, which are standing agenda items at each of the Committee’s regular meetings:

divestitures, share repurchases, insurance coverage, hedging practices, and associated derivatives; and

●

Legal and regulatory requirements.

●	Brunswick’s accounting, auditing, and reporting practices;	The Committee also reviews risks, risk management, and corporate tax strategy. The Committee oversees the Ethics Program and receives and investigates any reports made to it concerning possible material violations of law or breaches of fiduciary duty by the Company or any of its officers, directors, employees, or agents. The Committee maintains free and open communication, and meets separately at each regularly scheduled Board meeting with our independent registered public accounting firm, internal auditors, and management. The Board has determined that all members of the Committee are financially literate and the chair of the Committee is an “audit committee financial expert” under SEC rules and NYSE listing standards.
●	Our independent registered public accounting firm;
●	Our system of internal controls and the internal audit function;
●	The quality and integrity of our financial information and disclosures;
●	Our information technology, artificial intelligence governance, information security/cybersecurity programs and annual training;
●	Brunswick’s capital allocation and financial structure, including debt, financial policies, capital expenditures, and capital expenditure budgets;
●	Proposals for corporate financing, short and long- term borrowings, dividend declaration and distribution, material investments and

MEMBERS

		Reginald Fils-Aimé (C)

		Nancy E. Cooper

		Lauren P. Flaherty

		Joseph W. McClanathan

		J. Steven Whisler

26 | 2026 Proxy Statement — Corporate Governance

Nominating and Corporate Governance Committee

Number of Times this Committee Met in 2025 — 5

The Nominating and Corporate Governance Committee (the Governance Committee) assists the Board in reviewing and overseeing:

● Policies and programs designed to ensure Brunswick’s adherence to high corporate governance standards and compliance with certain regulatory requirements;

● Sustainability program and strategy at each regular meeting;

● Potential Director nominees, including identifying, screening, interviewing, and recommending candidates to the Board;

● Government relations and public policy activities;

● Matters related to Board composition, performance, standards, membership, committee structure and assignments; and

● Director compensation design recommendations to the Board of Directors for review and action.

Outside compensation consultants provide the Governance Committee with director compensation data as publicly reported, including data relating to peer group and other similarly-sized companies, as well as data from published surveys.

MEMBERS

		David V. Singer (C)

		Nancy E. Cooper

		David C. Everitt

		J. Steven Whisler

		MaryAnn Wright

Human Resources and Compensation Committee

Number of Times this Committee Met in 2025 — 6

The Human Resources and Compensation Committee (the Compensation Committee) assists the Board in reviewing and overseeing:

● Goals and objectives for Brunswick’s senior executives annually, and, together with the CEO, the performance of senior executives; management development and succession planning; and makes officer appointment recommendations to the Board;

●   CEO compensation (including salary, annual incentive, equity-based compensation, and other cash compensation) annually, and makes compensation recommendations to the Board;

● Salary, annual incentive, equity-based compensation, and other incentive compensation for senior executives, and authorizes the CEO to approve awards to employees other than senior executives based on criteria established by the Compensation Committee;

● A compensation philosophy that is consistent with the Company’s long-term strategic goals and does not encourage unnecessary risk-taking; and

●   Brunswick’s human capital programs and strategy.

The Compensation Committee continues to engage Frederic W. Cook & Co., Inc. (FW Cook) to provide advice on various aspects of Brunswick’s executive compensation programs. The Committee meets with FW Cook in executive session on a regular basis, and FW Cook reports directly to the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC rules and NYSE listing standards and has concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest.

MEMBERS

		Roger J. Wood (C)

		David C. Everitt


		David V. Singer

		MaryAnn Wright

Corporate Governance — 2026 Proxy Statement | 27

Governance Policies

& Practices

Brunswick Ethics Program

Brunswick has an established Integrity Playbook, our code of conduct (the Code), which applies to all employees, officers, directors, vendors, suppliers, and agents, and includes standards and procedures for reporting and addressing potential conflicts of interest as well as a general code of conduct that provides guidelines regarding how to conduct business in an ethical manner. The Board has adopted an additional Code of Ethics for Senior Financial Officers and Managers (the Financial Officer Code of Ethics). The Financial Officer Code of Ethics applies to Brunswick’s Chief Executive Officer, Chief Financial Officer, Vice President—Treasurer, Vice President—Tax, Vice President—Internal Audit, Senior Vice President—Controller, and other designated Brunswick employees, and sets forth standards to which these officers and employees are to adhere in areas such as conflicts of interest, disclosure of information, and compliance with laws, rules, and regulations. The Financial Officer Code of Ethics supplements the Code. The Audit and Finance Committee and our Ethics Office oversee and administer these policies. The Code and the Financial Officer Code of Ethics are available at www.brunswick.com under Responsibility, and any Brunswick shareholder may obtain them in print upon request. If Brunswick grants a waiver of the policies set forth in the Code or the

Financial Officer Code of Ethics, or materially amends either, we will, to the extent required by applicable law, regulation, or NYSE listing standard, disclose that waiver or amendment by making an appropriate statement on our website at www.brunswick.com.

Transactions with Related Persons

Pursuant to its charter, the Governance Committee is responsible for the review, approval, or ratification of transactions with “related persons.” Our policy regarding related person transactions (the Related Person Transactions Policy) defines “related persons” to include all Directors and Executive Officers of the Company, all beneficial owners of more than 5% of any class of voting securities of the Company, and the immediate family members of any such persons. According to the policy, a related person transaction includes certain transactions in which the Company is a participant and in which a related person has or will have a direct or indirect material interest, including any financial transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships. Certain transactions are excluded from the Related Person Transactions Policy.

30 | 2026 Proxy Statement — Governance Policies & Practices

The Governance Committee may approve or ratify such transaction or, if it determines that the transaction should be considered by the Board of Directors, submit it for consideration by all disinterested members of the Board (the Reviewing Directors). In determining whether to approve or ratify a related person transaction, the Governance Committee and/or the Reviewing Directors will consider relevant factors, including:

● The size of the transaction and the amount payable to a related person;

● The nature of the interest of the related person in the transaction;

● Whether the transaction may involve a conflict of interest; and

● Whether the transaction involves the provision of goods or services to the Company that are also available from unaffiliated third parties and, if so, whether the terms of the transaction are at least as favorable to the Company as would be available in comparable transactions with unaffiliated third parties.

● Since January 1, 2025, no transaction has been identified as a related person transaction and, therefore, no transaction was referred to the Governance Committee for review.

Risk Management

Our Board, with the assistance of its committees, has responsibility for overseeing the Company’s overall approach to risk management and is actively engaged in addressing our most significant risks. The Board oversees Brunswick’s long-standing enterprise risk management (ERM) process, which regularly identifies, assesses, and mitigates enterprise and emerging risks.

Under the leadership of the Vice President— Internal Audit, our ERM process reviews strategic, financial, operational, sustainability, and compliance risks facing the Company at least twice annually.

Key Phases of Brunswick’s Enterprise Risk Management Framework

Action plans and mitigations identified from the process are integrated into the Company’s annual budgeting processes, strategic planning, product development or product management processes, and audit planning.

Governance Policies & Practices — 2026 Proxy Statement | 31

Insider Trading Policy

Brunswick has in place an Insider Trading and Unauthorized Disclosures Policy (Insider Trading Policy), which governs the purchase, sale, and other dispositions of our securities by Directors, officers, and employees, and is designed to promote compliance with insider trading laws, rules, and regulations. A copy of our Insider Trading Policy was filed as

Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition to the Insider Trading Policy requirements, Brunswick does not repurchase our securities when the Company is in possession of material undisclosed information other than as part of a Rule 10b5-1 trading plan established in advance.

Compensation Risk Assessment

Each year, senior management oversees a risk assessment of the Company’s executive compensation program. In 2025, management concluded, and the Compensation Committee agreed, that our compensation plans, program design, policies, and practices created appropriate incentives to increase long-term shareholder value without creating risks that are reasonably likely to have a material adverse effect on the Company. Our executive

compensation program includes several features that mitigate unnecessary risk taking, including an appropriate balance of short-term and long-term performance metrics, plans capped at maximum payout levels, and negative discretion provisions that can reduce or eliminate payouts, as well as robust stock ownership requirements for executives, an SEC compliant clawback policy, and a prohibition on hedging or pledging Company shares.

32 | 2026 Proxy Statement — Governance Policies & Practices

Director
Compensation

Narrative To Director Compensation Table

Annual Fees and Deferred Stock Awards

Non-employee directors receive an annual retainer of $265,000, with $110,000 payable in cash and $155,000 payable in Common Stock. The Lead Independent Director receives an additional annual retainer of $50,000 paid in Common Stock. Retainers are paid quarterly in arrears covering the prior three month period.

Committee chairs and committee members receive additional annual retainers paid in Common Stock as follows:

COMMITTEE	CHAIR	MEMBER
COMMITTEE	RETAINER¹	RETAINER
Audit and Finance	$25,000	$12,500
Human Resources and  Compensation	$20,000	$10,000
Nominating and Corporate Governance	$17,500	$8,750

¹ Committee chair retainers are paid in lieu of member retainers.

For the portion of each Director’s total annual fee paid in Common Stock, the number of shares is determined by the closing price of Common Stock on the date of the award and is reported in the “Stock Awards” column of the Director Compensation Table.

The receipt of these shares may be deferred until a Director retires from the Board. Each Director may elect to have the cash portion of the annual fee paid as follows:

	●	In cash or
	●	In Common Stock, deferred until the Director leaves the Board, with a 20% premium.

For Directors who elect to receive the cash portion in deferred Common Stock, the number of shares to be received upon departure from the Board is determined by multiplying the cash amount by 1.2, then dividing that amount by the closing price of Common Stock on the date of the award.

Director Share Ownership Requirements

As set forth in the Principles, within five years of appointment or initial election, a Director is required to own Common Stock or deferred stock units of the Company equal to five times the amount of the Director’s annual cash retainer. Once having met this threshold, if a Director falls below the threshold as a result of a decline in our stock price, the Director

34 | 2026 Proxy Statement — Director Compensation

will have a two-year period within which to once again achieve the threshold. We calculate compliance with these requirements annually, using the average Brunswick stock price for the

Brunswick Product Program

Directors are encouraged to use Brunswick products to enhance their understanding and appreciation of Brunswick’s business. Directors receive an annual allowance up to $35,000, which may be applied toward the purchase of Brunswick products at the Brunswick Employee Purchase Program discounted rates, which are available to all Brunswick employees, and branded attire at discounted rates. The allowance may also be used toward product-related costs such as freight, parts and accessories, service

prior calendar year. As of December 31, 2025, all Directors were in compliance with the share ownership requirements.

fees, maintenance, marina slip fees, insurance, other expenses associated with ownership of Brunswick products, or a Freedom Boat Club membership.

Directors may purchase additional Brunswick products at their own expense at discounted rates. Brunswick reports imputed income associated with any discounts and does not reimburse Directors for the associated tax liability.

2025 Director Compensation Table

The table below summarizes the compensation that non-employee Directors earned for the fiscal year ended December 31, 2025.

Director¹	Fees Earned or	Stock	All Other	Total⁵
Director¹	Paid in Cash²	Awards³	Compensation⁴	Total⁵

Nancy E. Cooper	$110,000	$201,763	$35,000	$346,763
David C. Everitt	$110,000	$217,068	—	$327,068
Reginald Fils-Aimé	$110,000	$177,975	$35,000	$322,975
Lauren P. Flaherty	$110,000	$167,500	$35,000	$312,500
Joseph W. McClanathan	$110,000	$189,500	$35,000	$334,500
David V. Singer	$110,000	$204,095	$35,000	$349,095
J. Steven Whisler	$110,000	$197,845	$35,000	$342,845
Roger J. Wood	$110,000	$178,250	$35,000	$323,250
MaryAnn Wright	$110,000	$173,750	$6,760	$290,510

David M. Foulkes is not included in this table as he was an employee of the Company in 2025 and received no additional compensation for his service as a Director. The compensation Mr. Foulkes received as a Company employee in 2025 is shown in the 2025 Summary Compensation Table on page 52.

Amounts in this column reflect the 2025 annual cash fees earned by each non-employee Director. Mr. McClanathan, Mr. Singer, and Mr. Whisler elected to receive all or a portion of the 2025 annual cash fees in the form of deferred Common Stock, with a 20% premium. Effective February 1, 2025, Mr. Wood updated his election for his 2025 annual cash retainer from deferred Common Stock, with a 20% premium, to be paid in cash on a current basis.

This column represents the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year ended December 31, 2025 in accordance with FASB ASC Topic 718. Amounts in this column represent the portion of fees required to be paid to Directors in the form of Common Stock, as well as the 20% premium that is received by those Directors who elected to receive the cash portion of their fees in the form of deferred Common Stock. For assumptions used in the valuation of such awards, see Note 16 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

⁴

The amounts shown in this column include our cost of products provided pursuant to the Brunswick Product Program during our fiscal year ended December 31, 2025.

⁵

Amounts in this table reflect pro-rated compensation related to Board leadership and Committee membership changes which occurred effective March 1, 2025.

Director Compensation — 2026 Proxy Statement | 35

Director Compensation

The grant date fair values of awards in this column are as follows:

	Grant Date Fair Values of Shares of Common Stock	Grant Date Fair Values of Shares Attributable to 20% Premium Applied to Deferral of Fees
Nancy E. Cooper	$201,763	—
David C. Everitt	$217,068	—
Reginald Fils-Aimé	$177,975	—
Lauren P. Flaherty	$167,500	—
Joseph W. McClanathan	$167,500	$22,000
David V. Singer	$182,095	$22,000
J. Steven Whisler	$175,845	$22,000
Roger J. Wood	$176,417	$1,833
MaryAnn Wright	$173,750	—

The following table sets forth the number of shares subject to RSU awards that were granted to non-employee Directors in prior years and which were still outstanding as of December 31, 2025.

	Aggregate Number of Shares Subject to Stock Awards Outstanding as of December 31, 2025
Nancy E. Cooper	—
David C. Everitt	—
Reginald Fils-Aimé	—
Lauren P. Flaherty	—
Joseph W. McClanathan	—
David V. Singer	—
J. Steven Whisler	1,894
Roger J. Wood	—
MaryAnn Wright	—

36 | 2026 Proxy Statement — Director Compensation

Stock Held By Directors, Executive Officers, and Principal Shareholders

Each Director, each Executive Officer listed in the 2025 Summary Compensation Table, and all Directors and Executive Officers as a group owned the number of shares of Common Stock set forth in the following table as of March 9, 2026, with sole voting and investment power except as otherwise noted:

Director/ Executive Officer	Number of Shares Beneficially Owned	Percent of Class
Nancy E. Cooper	27,440	*
David C. Everitt	38,020	*
Reginald Fils-Aimé	10,885	*
Lauren P. Flaherty	16,959	*
Joseph W. McClanathan	26,898	*
David V. Singer	35,203	*
J. Steven Whisler	96,948	*
Roger J. Wood	66,698

SEC Form DEF 14A filed by Brunswick Corporation