DEF 14A of Polaris Inc., Mar 13, 2024

DEF 14A of Polaris Inc.

Filed Mar 13, 2024 · FY20230001308179-24-000124

Open on EDGAR

  1. Table of Contents

    | Grants of Plan-Based Awards in 2023 | 60 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 61 | | Option Exercises and Stock Vested in 2023 | 65 | | Nonqualified Deferred Compensation in 2023 | 65 | | Potential Payments Upon Termination or Change In Control | 67 | | Severance Arrangements with Named Executive Officers | 67 | | Equity Award Treatment Upon Termination | 68 | | Non-Compete and Non-Solicitation Agreements | 68 | | Potential Payments to Our Named Executive Officers Upon Termination | 69 | | Potential Payments to Our Named Executive Officers | 70 | | Pay Ratio Disclosure | 72 | | Pay Versus Performance Disclosure | 73 | | Equity Compensation Plan Information | 75 | | Proposal 2 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | 76 | | Proposal 3 — Approval of the Polaris Inc. 2024 Omnibus Incentive Plan | 77 | | Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm | 89 | | Audit Committee Report | 90 | | Fees Paid to Independent Registered Public Accounting Firm | 91 | | Security Ownership of Certain Beneficial Owners and Management | 92 | | Questions and Answers about the Annual Meeting and Voting | 94 | | Other Matters | 99 | | Submission of Shareholder Proposals and Nominations | 100 | | Cautionary Note Regarding Forward-Looking Statements | 100 | | Additional Information | 101 | | Householding | 101 | | Annual Reports | 101 | | Appendix A | 102 | | Non-GAAP Reconciliation of Results | 102 | | Appendix B | 104 | | Polaris Inc. 2024 Omnibus Incentive Plan | 104 |

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  3. Director Nominees and Continuing Directors

    | Name | Age | Director Since | Independent | Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | Technology & Innovation Committee | | Nominees for election at the 2024 Annual Meeting (Class III Term Ending 2027) | | | | | | | | | Kevin M. Farr* | 66 | 2013 | Yes | | X | | | | Darryl R. Jackson* | 63 | 2021 | Yes | X | | X | | | Michael T. Speetzen | 54 | 2021 | No | | | | | | John P. Wiehoff(1) | 62 | 2007 | Yes | | X | X | | | Directors with terms expiring 2025 (Class I) | | | | | | | | | Bernd F. Kessler | 65 | 2010 | Yes | | | X | | | Lawrence D. Kingsley | 61 | 2016 | Yes | | X | | X | | Gwynne E. Shotwell | 60 | 2019 | Yes | X | | | X | | Directors with terms expiring 2026 (Class II) | | | | | | | | | George W. Bilicic* | 60 | 2017 | Yes | X | | | | | Gary E. Hendrickson | 67 | 2011 | Yes | | | X | | | Gwenne A. Henricks | 66 | 2015 | Yes | X | | | X | | X Member Chair * Audit Committee Financial Experts (1) Board Chair | | | | | | | |

  4. Director Nominees and Continuing Directors

    | 2024 Proxy Statement - | | 9 |

  5. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors

  6. General Information

    General Information Our Board selected the four nominees based upon their diverse mix of skills, backgrounds, and perspectives, including their functional areas of experience, educational background, employment experience, and leadership performance. Based upon these qualifications and the recommendation of the Corporate Governance and Nominating Committee, our Board proposes that Kevin M. Farr, Darryl R. Jackson, Michael T. Speetzen and John P. Wiehoff be elected as Class III directors for three-year terms expiring in 2027. All nominees are presently Polaris directors who were elected by stockholders at the 2021 Annual Meeting, other than Mr. Speetzen, who was appointed to the Board in 2021. All nominees have terms expiring at the 2024 Annual Meeting. Executed proxies will be voted for the election of each of the four nominees unless you indicate on the proxy that you vote to “abstain” or vote “against” any or all of the nominees. Our Certificate of Incorporation requires that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election, that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee. A vote to “abstain” will not have an effect in determining the election results. If you are voting by telephone or on the Internet, you will be told how to abstain your vote from some or all of the nominees. Each nominee elected as a director will continue to serve through the expiration of his or her three-year term or until his or her death, resignation or retirement. The Board has ten members and is divided into three classes. The members of one class are elected at each annual meeting of stockholders to serve three-year terms. We expect each nominee standing for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees designated by the Board, unless an instruction to the contrary is indicated on the proxy. There are no family relationships between or among any of our executive officers, directors or director nominees. The Board, upon recommendation of the Corporate Governance and Nominating Committee, unanimously recommends a vote FOR the election of these nominees as directors.

  7. Information Concerning Nominees and Directors

    Information Concerning Nominees and Directors Our directors bring a broad range of leadership and experience to the boardroom and regularly contribute to the dialogue involved in effectively overseeing and guiding our business and affairs. Other than our CEO, all of the members of the Board are independent. Preparation, engagement and participation are expected from our directors, as well as high personal and professional ethics, integrity and values. All of our current directors and the director nominees satisfy such requirements. With a diverse mix of experience, backgrounds and skill sets that complement the Company’s long-term strategy, the Board believes it is well positioned to represent the best interests of the Company’s stockholders. The principal occupation, specific experience, qualifications, attributes or skills and certain other information about the nominees and other directors whose terms of office continue after the Annual Meeting are set forth on the following pages. If a stockholder wishes to have the Corporate Governance and Nominating Committee consider a candidate for nomination as a director, the stockholder’s notice must include the information specified in our Bylaws, including the stockholder’s name and address, the information required to be disclosed by the SEC’s proxy rules, a written consent of the candidate to be named in the proxy statement and to serve as a director if elected, specified information regarding the stockholder’s interests in our capital stock, and the representations specified in our Bylaws. The Corporate Governance and Nominating Committee will evaluate recommended nominees based on the factors identified in the Corporate Governance and Nominating Committee Charter, a copy of which is available on our website at ir.polaris.com/investors/corporate-governance. Alternatively, stockholders may directly nominate a person for election to our Board by complying with the procedures set forth in our Bylaws, any applicable rules and regulations of the SEC and any other applicable laws. From time-to-time, the Corporate Governance and Nominating Committee works with third-party search firms to assist in the identification and evaluation of potential director candidates and will also consider any director candidates submitted by other stakeholders (subject to the terms of the Company’s Bylaws).

  8. Information Concerning Nominees and Directors

    | 2024 Proxy Statement - | | 29 |

  9. Director Nominees — Class III (Term Ending 2024)

    Director Nominees — Class III (Term Ending 2024)

  10. Director Nominees — Class III (Term Ending 2024)

    | Age 66 Director since: 2013 INDEPENDENT Committees: • Audit, Chair • Compensation | KEVIN M. FARR Skills and Qualifications: Mr. Farr brings to the Board his in-depth accounting and financial expertise and background in overseeing strategy and M&A, risk management, and regulatory and compliance matters developed over his career in corporate finance, including roles of Chief Financial Officer at Mattel and ChromaDex and his service with a leading accounting firm PricewaterhouseCoopers. He also contributes executive leadership and global experience, especially in the consumer and manufacturing industry, gained during a two-decade tenure with Mattel where he served in various leadership roles, including as the company Controller. | | | Other Current Public Company Directorships: • None Former Public Company Directorships Held during the Past 5 Years: • None | | | Experience: • Chief Financial Officer, ChromaDex Corp., a science-based nutraceutical company (2017 – 2022) • Mattel, Inc., a world-wide leader in the design, manufacture, and marketing of toys and family products (1991 – 2017) – Executive Vice President and Chief Financial Officer (2000 – 2017) – Served in multiple leadership roles • Spent 10 years at PricewaterhouseCoopers • Mr. Farr serves on the Board of West Los Angeles Ronald McDonald House Charities and the Board of Southern California Special Olympics | | Age 63 Director since: 2021 INDEPENDENT Committees: • Audit • Corporate Governance & Nominating | DARRYL R. JACKSON Skills and Qualifications: Mr. Jackson possesses deep accounting and financial, consumer insights and marketing expertise, as well as executive leadership and strategy experience, gained during his more than 30-year career in financial services. He also provides manufacturing industry and digital and E-commerce expertise developed through various roles at Hendrick Automotive Group and Chrysler Financial. He contributes to the Board his global experience, regulatory and compliance and risk management expertise developed over his career, including time as a Director of the advisory business of PricewaterhouseCoopers and as an auditor for Deloitte and Touche. | | | Other Current Public Company Directorships: • None Former Public Company Directorships Held during the Past 5 Years: • None | | | Experience: • Hendrick Automotive Group, the largest privately held automotive retail organization in the United States – Vice President, Financial Services and Fixed Operations (since 2020) – Vice President, Financial Services (2018 – 2020) – Director, Business Development and Strategic Initiatives (2015 – 2018) • Director – Advisory, PricewaterhouseCoopers (2012 – 2015) • Chrysler Financial (1992 – 2011) – Chief Operating Officer (2008 – 2011) – Held leadership positions in operations, sales, marketing, and financial analysis • Mr. Jackson also serves as a Board Member of the North Carolina Automobile Dealers Association |

  11. Director Nominees — Class III (Term Ending 2024)

    | 2024 Proxy Statement - | | 30 |

  12. Director Nominees — Class III (Term Ending 2024)

    | Age 54 Director since: 2021 CEO Committees: • None | MICHAEL T. SPEETZEN Skills and Qualifications: Mr. Speetzen has executive leadership experience in the consumer and manufacturing industries and expertise in innovation and technology, gained while serving as CFO and then CEO at Polaris and in prior senior roles at StandardAero, ITT and Xylem. He also possesses comprehensive expertise in accounting and finance, strategy and M&A, and risk management oversight, as well as global experience, acquired through his career in various leadership roles with corporate finance groups of multinational manufacturing companies such as Honeywell, General Electric and Xylem. He also brings to the Board corporate governance experience gained from serving on other public boards. | | | Other Current Public Company Directorships: • Pentair plc, an American water treatment company (since 2018) Former Public Company Directorships Held during the Past 5 Years: • None | | | Experience: • Polaris Inc. – Chief Executive Officer (since 2021) – Interim Chief Executive Officer (January 2021 – April 2021) – Executive Vice President and Chief Financial Officer (2015 - 2020) • Senior Vice President and Chief Financial Officer, Xylem, Inc., a leading water technology company (2011 when the company was formed from the spinoff of the water businesses of ITT Corporation – 2015) • Joined ITT Corporation, a worldwide manufacturing company, in 2009 • Executive Vice President and Chief Financial Officer, StandardAero Company, a maintenance, repair and overhaul service provider, owned by the private equity firm Dubai Aerospace Enterprise • Held positions of increasing responsibility in the finance functions of Honeywell and General Electric | | Age 62 Director since: 2007 INDEPENDENT BOARD CHAIR since 2021 Committees: • Compensation • Corporate Governance and Nominating | JOHN P. WIEHOFF Skills and Qualifications: Mr. Wiehoff brings to the Board expertise in strategy around technological transformation as well as global and executive leadership experience gained as a senior executive of C.H. Robinson Worldwide, a global transportation and supply chain company with over $24 billion in revenue. He acquired accounting, financial reporting, and risk management expertise through his service as a public company CFO and additional experience working at a large accounting firm. He also contributes to the Board his corporate governance experience acquired through his service on the boards of public companies. | | | Other Current Public Company Directorships: • Union Pacific Corporation, operator of North America’s premier railroad franchise (since 2023) • US Bancorp, the fifth largest banking institution in the United States (since 2020) Former Public Company Directorships Held during the Past 5 Years: • Donaldson Company, Inc. (2003 – 2022) • C.H. Robinson Worldwide, Inc. (2002 - 2020) | | | Experience: • C.H. Robinson Worldwide, Inc., a transportation, logistics and sourcing company (1992 – 2020) – Chairman of the Board (2007 - 2020) – Chief Executive Officer (2002 – 2019) – Held multiple leadership roles including President and Chief Financial Officer • Held positions at Arthur Andersen LLP |

  13. Director Nominees — Class III (Term Ending 2024)

    | 2024 Proxy Statement - | | 31 |

  14. Director Nominees — Class I (Term Ending 2025)

    Director Nominees — Class I (Term Ending 2025)

  15. Director Nominees — Class I (Term Ending 2025)

    | Age 65 Director since: 2010 INDEPENDENT Committees: • Technology & Innovation, Chair • Corporate Governance & Nominating | BERND F. KESSLER Skills and Qualifications: Mr. Kessler contributes to the Board manufacturing industry expertise, executive leadership and innovation experience acquired through his leadership roles with a number of global aerospace, automotive and engineering companies. He obtained global experience while service as the CEO of SRTechnics AG with facilities throughout Europe, Middle East and China and while serving as President and CEO of MTU where he was an integral part of the company’s successful initial public offering on the Frankfurt Stock Exchange. Mr. Kessler also brings to the board product quality and safety expertise, risk management and strategy and M&A experience developed through his numerous executive leadership roles, including while at AlliedSignal Corp and its successor, Honeywell International. | | | Other Current Public Company Directorships: • Latecoere S.A., a leader in aerostructures and interconnection systems (since 2023) Former Public Company Directorships Held during the Past 5 Years: • None | | | Experience: • Chief Executive Officer, SRTechnics AG, a privately-held aircraft component and engine service provider (2008 - 2010) • President and Chief Executive Officer, MTU Maintenance, a subsidiary of Aero Engines AG, an aircraft engine manufacturer (2004 – 2007) • Held management and executive positions for 20 years at Honeywell International, Inc. and its predecessor company AlliedSignal Corp. • Mr. Kessler also serves as the Chairman of ProXES GmbH and on the Boards of The Packaging Group GmbH and KE Fischer GmbH | | Age 61 Director since: 2016 INDEPENDENT Committees: • Compensation • Technology & Innovation | LAWRENCE D. KINGSLEY Skills and Qualifications: Mr. Kingsley has innovation and technology expertise and global, strategy and M&A, and executive leadership experience in the consumer/manufacturing industry gained through his senior leadership roles with Pall Corporation and IDEX Corporation, high-technology, high-growth multinational public companies. He also brings to the Board expertise in risk management and oversight, corporate governance experience and regulatory/compliance expertise acquired while serving on other public company boards, including in board leadership roles. | | | Other Current Public Company Directorships: • Chair, IDEXX Laboratories, Inc., a multinational pet healthcare innovation company (since 2019) • Chair, Mirion Technologies Inc., a medical and technological products company (since 2021) Former Public Company Directorships Held during the Past 5 Years: • Rockwell Automation Corporation (2013 - 2021) | | | Experience: • Pall Corporation, a global supplier of filtration, separations and purification products – Chairman and Chief Executive Officer (2013 – 2015) – Chief Executive Officer and President (2011 – 2013) • Chairman, President and CEO, IDEX Corporation, a developer, designer and manufacturer of fluid and metering technologies and health and science technologies (2005 – 2011) • Held management positions of increasing responsibility with Danaher Corporation, Kollmorgen Corporation and Weidmuller Incorporated • Mr. Kingsley is an Advisory Director to Berkshire Partner, private equity investment firm (since May 2016) and also serves as a member of the boards of Consolidated Precision Products and Harvey Performance, Berkshire Partners portfolio companies. • Mr. Kingsley also serves on the board and is President of the Thousand Islands Land Trust |

  16. Director Nominees — Class I (Term Ending 2025)

    | 2024 Proxy Statement - | | 32 |

  17. Director Nominees — Class I (Term Ending 2025)

    | Age 60 Director since: 2019 INDEPENDENT Committees: • Audit • Technology & Innovation | GWYNNE E. SHOTWELL Skills and Qualifications: Ms. Shotwell has technology and innovation, global, executive leadership, and manufacturing industry experience and expertise in product quality and safety acquired through her senior leadership roles in the aerospace sector. Through her current role as President and COO at SpaceX, she developed experience in regulatory and risk management functions. Ms. Shotwell also contributes to the board expertise in consumer insights and strategy developed during her career focused on supporting current and future space capabilities, including during her time at Microcosm, a company recognized for innovations in space mission engineering. | | | Other Current Public Company Directorships: • None. Former Public Company Directorships Held during the Past 5 Years: • None | | | Experience: • Space Exploration Technologies Corp. (SpaceX), a private American aerospace manufacturer and space transportation services company – President and Chief Operating Officer (since 2008) – Vice President, Business Development (2002 – 2008) • Director, Space Systems Division, Microcosm, Inc. • Senior Project Engineer, The Aerospace Corporation • Ms. Shotwell also serves as a director of the Minerva Project and SpaceX, as well as a Trustee of Northwestern University. |

  18. Director Nominees — Class II (Term Ending 2026)

    Director Nominees — Class II (Term Ending 2026)

  19. Director Nominees — Class II (Term Ending 2026)

    | Age 60 Director since: 2017 INDEPENDENT Committees: • Audit • Corporate Governance and Nominating, Chair | GEORGE W. BILICIC Skills and Qualifications: Mr. Bilicic has extensive leadership and risk management and oversight experience acquired while addressing complex situations in the legal field and the financial, energy and infrastructure sectors. He brings to the Board significant accounting and financial expertise, as well as innovation and technology and global experience, obtained over 20 years in leadership roles at Lazard, a leading financial advisory and asset management firm. He also possesses deep insights into strategy and M&A gained over his career, including while serving as a Managing Director in the Mergers & Acquisition department at Merrill Lynch. The Board also benefits from his corporate governance experience and his regulatory/compliance and legal expertise developed while at Cravath, earlier in his career and during his time at Lazard. Such skills were further advanced more recently while serving as Chief Legal Officer and Chief Compliance Officer at Sempra Energy, one of the largest utility holding companies in the United States, where he had broad responsibilities across various businesses, legal, compliance, strategy and business development. | | | Other Current Public Company Directorships: • None Former Public Company Directorships Held during the Past 5 Years: • None | | | Experience: • Lazard Ltd., a leading financial advisory and asset management firm – Vice Chairman, Investment Banking and Global Head of Power, Energy & Infrastructure and member of Global Executive Committee (since April 2020) – Served in various roles including as Vice Chairman of Investment Banking, Head of U.S. Midwest Investment Banking and Global Head of Power, Energy & Infrastructure (2002 – May 2008 and November 2008 - June 2019) • Served in various executive roles, including President, Chief Legal Officer, and Chief Compliance Officer, Sempra Energy, an energy infrastructure company (June 2019 – March 2020) • Managing Director and Head of Infrastructure, Kohlberg Kravis Roberts & Co. (May 2008 - October 2008) • Managing Director, Merrill Lynch & Co., Inc. (2001 - 2002) • Partner, Cravath, Swaine & Moore LLP (1995 – 2000) • Mr. Bilicic currently serves as a member of the Board of Directors or equivalent for the Mayo Clinic and Georgetown University Law Center |

  20. Director Nominees — Class II (Term Ending 2026)

    | 2024 Proxy Statement - | | 33 |

  21. Director Nominees — Class II (Term Ending 2026)

    | Age 67 Director since: 2011 INDEPENDENT Committees: • Compensation, Chair • Corporate Governance and Nominating | GARY E. HENDRICKSON Skills and Qualifications: Mr. Hendrickson brings to the Board significant consumer and manufacturing industry expertise, knowledge of the competitive landscape, marketing and consumer insights that he developed during his 23-year tenure at Valspar, a global paint and coating manufacturing company, and his service as the Chairman of the Board of The AZEK Company Inc., a manufacturer of residential and commercial outdoor living products. He also brings to the Board extensive global and executive leadership experience and expertise overseeing strategy, M&A, risk management, and regulatory and compliance matters that he obtained while holding leadership positions with responsibility for Asia Pacific operations and later serving as COO and then CEO of Valspar up through and including the $11.3 billion acquisition of Valspar by Sherwin Williams in 2017. The Board also benefits from his corporate governance experience gained serving on other public company boards. | | | Other Current Public Company Directorships: • Chair, The AZEK Company Inc., an outdoor living products manufacturer (since 2017) Former Public Company Directorships Held during the Past 5 Years: • Waters Corporation, a laboratory instrument and software company (2018 – 2022) | | | Experience: • The Valspar Corporation, a global paint and coatings manufacturer (1997 – 2017) – Chairman and Chief Executive Officer (2011 – 2017) – President and Chief Operating Officer (2008 – 2011) – Held various other executive leadership roles including positions with responsibility for the Asia Pacific operations |

  22. Director Nominees — Class II (Term Ending 2026)

    | Age 66 Director since: 2015 INDEPENDENT Committees: • Audit • Technology & Innovation | GWENNE A. HENRICKS Skills and Qualifications: Ms. Henricks has substantial manufacturing industry expertise, strategy and M&A and global experience, developed over her 35-year career at Caterpillar, Inc., the world’s largest manufacturer of construction equipment ranking 73 on the Fortune 500. In her role as Vice President of Caterpillar’s Industrial Powers Systems Division, she oversaw the global business unit’s supply chain, manufacturing, product management and development, external sales and distribution functions. Her engineering and executive leadership roles throughout her career, including service as Vice President, Product Development & Global Technology, and Chief Technology Officer contributed to her expertise in innovation and technology, product quality and safety, regulatory and compliance and risk management. | | | Other Current Public Company Directorships: • None Former Public Company Directorships Held during the Past 5 Years: • None | | | Experience: • Caterpillar Inc., a world leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives (1981 – 2016) – Chief Technology Officer and Vice President, Product Development & Global Technology (2013 – 2016) – Vice President, Industrial Power Systems Division (2009 - 2012) – Held numerous engineering and executive roles progressing in scope and complexity • Ms. Henricks serves on the board of Decision Sciences International Corporation and the Bradley University Engineering Advisory Committee |

  23. Director Nominees — Class II (Term Ending 2026)

    | 2024 Proxy Statement - | | 34 |

  24. Director Compensation

    Director Compensation The Compensation Committee conducts an annual review of our independent director compensation and makes a recommendation for changes, as appropriate, to the Board. For 2023, the Compensation Committee’s outside consultant, Willis Towers Watson, assessed the compensation paid to our independent directors against director compensation trends and data from our 2022, 19-company peer group (described in this proxy statement). After completing its review, in consultation with Willis Towers Watson, the Compensation Committee recommended modest increases to our Board member fees and deferred stock unit grants effective April 28, 2023 to better align the Company with market median and better position our program from a competitive standpoint going forward. The principal features of the compensation received by our independent directors are described below.

  25. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth the compensation earned by each of our independent directors for the year ended December 31, 2023.

  26. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | George W. Bilicic | 126,387 | 150,020 | 22,929 | 299,336 | | Kevin M. Farr | 142,500 | 150,020 | 18,160 | 310,679 | | Gary E. Hendrickson | 135,000 | 150,020 | 19,443 | 304,464 | | Gwenne A. Henricks | 117,500 | 150,020 | 7,824 | 275,343 | | Darryl R. Jackson | 120,000 | 150,020 | 8,874 | 278,893 | | Bernd F. Kessler | 127,500 | 150,020 | 0 | 277,520 | | Lawrence D. Kingsley | 115,000 | 150,020 | 24,811 | 289,831 | | Gwynne E. Shotwell | 117,500 | 150,020 | 19,864 | 287,384 | | John P. Wiehoff | 296,250 | 150,020 | 4,106 | 450,375 |

  27. 2023 Director Compensation Table

    | (1) Directors may defer all or a portion of the fees otherwise payable to them in accordance with our Director Deferred Compensation Plan. With the exception of Messrs. Jackson and Kingsley, each of the current directors deferred all fees otherwise payable to him or her in 2023. The deferred amounts were converted into CSEs at the then current market price per share of our common stock. The aggregate number of CSEs held by each independent director as of December 31, 2023 is reflected in the “Stock Awards” column of the “Independent Directors — Outstanding Equity Awards at Fiscal Year-End” table appearing below. | | (2) On April 27, 2023, the continuing independent directors were each awarded under the Omnibus Plan 1,380 deferred stock units, each with a value equal to one share of our common stock. The grant date fair value for these deferred stock units was $108.71 per unit and is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) based on the closing market price of our common stock on the award date. The aggregate number of deferred stock units and CSEs held by each independent director as of December 31, 2023 is reflected in the “Stock Awards” column of the “Independent Directors — Outstanding Equity Awards at Fiscal Year-End” table appearing below. | | (3) The following table provides more information on the type and amount of benefits included in the All Other Compensation column. |

  28. 2023 Director Compensation Table

    | Name | Perquisites ($)(a) | Gross Up on Perquisites ($)(b) | Total ($) | | George W. Bilicic | 19,733 | 3,196 | 22,929 | | Kevin M. Farr | 16,007 | 2,153 | 18,160 | | Gary E. Hendrickson | 17,755 | 1,688 | 19,443 | | Gwenne A. Henricks | 4,440 | 3,384 | 7,824 | | Darryl R. Jackson | 5,036 | 3,838 | 8,874 | | Bernd F. Kessler | 0 | 0 | 0 | | Lawrence D. Kingsley | 18,837 | 5,974 | 24,811 | | Gwynne E. Shotwell | 11,273 | 8,591 | 19,864 | | John P. Wiehoff | 2,330 | 1,776 | 4,106 |

  29. 2023 Director Compensation Table

    | (a) The value shown includes the cost to the Company for Polaris parts, garments, accessories, and services and the cost of the use of Polaris products. The products used by our directors are either returned to the Company or purchased at a price greater than cost at the end of the defined usage period. We sell the returned products to dealers or through auction at an amount greater than cost of such products to the Company. The amount included is the imputed value based on the estimated fair market value of the use of the unit (or units) for the period of time that the unit was in the director’s possession. | | (b) This amount represents tax gross-ups on the use of Polaris products and related parts, garments, and accessories. |

  30. 2023 Director Compensation Table

    | 2024 Proxy Statement - | | 37 |

  31. Independent Directors — Outstanding Equity Awards at Fiscal Year-End

    Independent Directors — Outstanding Equity Awards at Fiscal Year-End The following table sets forth the number of shares of common stock underlying outstanding stock awards for each of the independent directors as of December 31, 2023.

  32. Independent Directors — Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Awards(1) | | George W. Bilicic | 16,420 | | Kevin M. Farr | 15,115 | | Gary E. Hendrickson | 35,371 | | Gwenne A. Henricks | 22,114 | | Darryl R. Jackson | 2,956 | | Bernd F. Kessler | 42,563 | | Lawrence D. Kingsley | 17,234 | | Gwynne E. Shotwell | 13,055 | | John P. Wiehoff | 73,488 |

  33. Independent Directors — Outstanding Equity Awards at Fiscal Year-End

    | (1) Includes CSEs awarded to directors under the Director Deferred Compensation Plan, deferred stock units awarded under the Omnibus Plan and the accompanying dividend equivalent units credited on each form of award. |

  34. Independent Directors — Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement - | | 38 |

  35. Compensation Philosophy

    Compensation Philosophy Our executive compensation is based on a pay for performance philosophy to align executive compensation decisions with our corporate strategy. The goal is to provide executives with competitive compensation opportunities and actual pay outcomes that reward successful company and individual executive performance. In addition, our program is designed to attract, motivate, and retain highly qualified executives to achieve annual and long-term goals that create stockholder value and align with stockholder interests through a combination of base salary, annual incentives and long-term incentives with explicit financial metrics. We generally target market median for base salary and above market median for annual and long-term incentives such that the resulting pay percentile reflects our market competitive performance percentile. Our program, by design, places an emphasis on performance-based variable compensation as the largest percentage of total direct compensation for our executives. The primary objectives and priorities of the compensation program for our NEOs are the following: We believe that our compensation policies and practices are designed to mitigate compensation-related risks to the Company’s long-term performance, ethical standards and reputation. The following table illustrates some of those policies and practices.

  36. 2023 Key Compensation Decisions

    | Base Salary | Increases for the CEO of 6.0% and other NEOs ranging from 3.1% to 7.7% based on individual performance and applicable market data. | | Annual Incentive Plan | Actual incentive payouts for 2023, as a percentage of eligible wages, ranged from 61.2% to 72.2%. For purposes of compensation planning, the Company was determined to have achieved Compensation EPS of $9.80 under the Senior Executive Annual Incentive Compensation Plan (AIP), warranting payouts of an annual cash incentive to each of our NEOs. In 2023, for certain Global Business Unit leaders (including two of our NEOs), 30% of the annual incentive payout was based on Global Business Unit performance and other qualitative performance factors. | | Stock Options | Stock options were granted to NEOs, which generally vest in three equal installments on the first, second and third anniversaries of the February 1, 2023 grant date. The options have an exercise price of $117.78, which was the closing price of a share of our common stock on the date of grant. | | Performance Restricted Stock Units (PRSUs) | 2021-2023 PRSU Awards: The Company’s PRSU awards for the 2021-2023 performance period paid out at 95.5% of target. The 2021–2023 PRSUs were based on target performance objectives for adjusted net income of $716 million, adjusted revenue of $7,698 million, and relative TSR rank of the 50th percentile. The Company was determined to have achieved maximum levels for adjusted revenue and below target for adjusted net income and relative TSR, resulting in a total payout below the target payout. The Company’s PRSU awards for the 2021–2023 performance period were also subject to achievement of an adjusted return on invested capital (ROIC) goal of 12% before any payout could be received under the net income or revenue metrics. The Company achieved an adjusted ROIC for 2023 of 19.8%. 2023-2025 PRSU Awards: The Compensation Committee granted NEOs PRSU awards for the 2023-2025 performance period with target performance objectives for adjusted revenue of $9,385 million, EBITDA Margin percentage at 14.0%, EBITDA at $1,314 million and relative TSR rank of the 50th percentile, subject to achievement of an adjusted ROIC goal of 12% before any payout can be received under the EBITDA Margin or revenue metrics. | | Restricted Stock Units (RSUs) | To provide stability to the total compensation package and a service-based benefit for the Company while maintaining a focus on stock growth, RSU awards were granted to our NEOs that generally vest in full on February 1, 2026. |

  37. Return to Stockholders

    Return to Stockholders The following table compares our annualized total shareholder return (TSR) to that of our 2022 Peer Group used for 2023 compensation decisions (please note that this is not the same peer group used for our Pay Versus Performance disclosure):

  38. Executive Compensation Program Components

    | Fixed | Base Salary | • Provide a fixed level of compensation on which executive officers can rely | • Salary levels are reviewed and adjusted annually as appropriate by the Compensation Committee based on a general assessment of many factors, including: – Level of responsibility – Experience and time in position – Individual performance – Market data – Future potential – Salary level relative to market median for most applicable comparator job – Internal pay equity consideration | | Variable | Annual Cash Incentive Plan (AIP) | • Provide explicit incentives based on the degree of achievement of annual earnings per share objectives • Link pay to performance • Align performance objectives with interests of our stockholders | • Target incentive opportunity expressed as a percentage of executive officer’s base salary, based on responsibilities of position, expected level of contribution and consideration of market data • Maximum potential payouts based on attainment of a specified level of financial performance • For 2023 awards, actual payouts were to vary based on the degree to which financial performance objectives are achieved and on consideration of other Company, business unit and individual performance factors, as determined by the Compensation Committee | | | Long-Term Incentives (Including Stock Options, PRSUs and RSUs) | • Provide executive officers with incentives to achieve multi-year financial and operational objectives • Link pay to financial, operational and stock price performance • Align executive officers’ interests with the interests of our stockholders • Assist in retention of key executives | • PRSUs are earned based on the degree to which specified financial objectives are attained over a three-year performance period • Target incentive opportunity based on responsibilities of position, expected level of contribution and consideration of market data • Stock options provide value to executive officers only if stock price increases over the stock option term, generally ten years • RSUs may vest upon completion of a specified period of employment • All grants are approved by the Compensation Committee • Actual earned PRSUs are determined by the Compensation Committee | | Other | Benefits and Perquisites | • Provide an overall compensation package that is competitive with those offered by companies with whom we compete for executive talent • Provide a level of retirement income and promote retirement savings in a tax-efficient manner | • Participation in 401(k) plan and health and welfare plans generally made available to our employees as well as supplemental medical and dental coverage through BeniComp • Executive officers may participate in a non-qualified supplemental retirement savings plan (SERP) and will receive an employer match up to 5% on base salary and annual cash incentive deferral contributions when their 401(k) participation has been limited by IRS annual contribution rules • Only perquisites that are highly prevalent in the market are made available, and are not key drivers to the overall competitiveness of total compensation • Perquisites described on page 54 |

  39. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Willis Towers Watson attends substantially all Compensation Committee meetings and provides the Compensation Committee with an annual compensation market analysis for the executive officers and directors; makes recommendations on the executive pay programs; reviews, participates and comments on executive and board compensation matters; and provides updates on regulatory changes in compensation related issues and other developments and trends in executive compensation, including the SEC’s Pay Versus Performance disclosure rules.

  40. Role of the Independent Compensation Consultant

    | 2024 Proxy Statement - | | 45 |

  41. Market Competitiveness Review

    Market Competitiveness Review Our compensation consultant and the Compensation Committee periodically review the composition of the peer group of companies about which competitive compensation data is obtained. The peer group is established each July and is used generally for purposes of setting compensation for the following year. The criteria used to select the peer group of companies includes limiting the peer companies to several relevant Global Industry Classification Standard sectors and then considering company size (revenue and number of employees), market capitalization, industry, and business model. The companies comprising the peer group used to establish the 2023 compensation of the executive officers are listed below and are the same as the 2022 peer group:

  42. 2023 PEER GROUP

    2023 PEER GROUP

  43. 2023 PEER GROUP

    | AGCO Corporation | Harley-Davidson, Inc. | Pentair plc | | BorgWarner Inc. | Hasbro, Inc. | Snap-On Incorporated | | Brunswick Corporation | LKQ Corporation | Stanley Black & Decker, Inc. | | Dana Incorporated | Mattel, Inc. | The Timken Company | | Donaldson Company, Inc. | Oshkosh Corporation | The Toro Company | | Dover Corporation | Parker-Hannifin Corporation | Thor Industries, Inc. | | Flowserve Corporation | | |

  44. 2023 PEER GROUP

    Both management and the Compensation Committee believe that the peer group of 19 companies (the Peer Group) provided a robust statistical set of comparison data to serve as an initial factor for comparative purposes for 2023 compensation decisions. In connection with the compensation decisions made for 2023, Willis Towers Watson utilized data from the Willis Towers Watson 2022 General Industry Executive Compensation Database and our Peer Group companies in the market review. The following table summarizes our scale relative to our 2023 industry peer group as of December 31, 2023.

  45. 2023 PEER GROUP COMPARISON

    2023 PEER GROUP COMPARISON

  46. 2023 PEER GROUP COMPARISON

    | | Revenue ($)(1) | Market Capitalization ($)(2) | Employee (#) | | 25th Percentile | $4,700 | $6,480 | 12,950 | | Median | $6,810 | $7,850 | 19,000 | | 75th Percentile | $11,885 | $12,405 | 37,950 | | Polaris | $8,934 | $5,352 | 18,500 | | Polaris Percentile | 63% | 10% | 44% |

  47. 2023 PEER GROUP COMPARISON

    | (1) Revenue reflected the most recent fiscal year-end. | | (2) As of December 31, 2023. |

  48. 2023 PEER GROUP COMPARISON

    The reports furnished by Willis Towers Watson provide the Compensation Committee with market information at the 25th, median, and 75th percentiles for each executive officer position and pay component, and for total direct compensation, and compare the actual and target compensation provided and intended to be provided to each executive officer to the market amounts, which consider both the peer group data and the data contained in the surveys. This market information is an important element reviewed by the Compensation Committee, which generally intends to target base salaries for our executive officers at the market median for comparable positions as set forth in the report. The elements of annual and long-term incentive opportunities of total direct compensation are based on responsibilities of position, expected level of contribution and consideration of market data. Target annual incentive opportunity for our NEOs in 2023 did not change from 2022 and ranged from 100% to 125%, as a percentage of base salary. The Compensation Committee can and does, however, use discretion to adjust a component of pay, or total direct compensation generally, above or below these ranges to recognize the specific circumstances and performance of individual executive officers.

  49. 2023 PEER GROUP COMPARISON

    | 2024 Proxy Statement - | | 46 |

  50. 2023 Base Salaries

    | (1) With respect to Messrs. Mack and Menneto, the Committee considered a range of data, including market data, to align their respective base salaries with the market median for their positions. |

  51. 2023 Annual Incentive Compensation

    2023 Annual Incentive Compensation

  52. Bonuses for Fiscal 2023 Performance

    Bonuses for Fiscal 2023 Performance As in 2022, the Compensation Committee selected adjusted earnings per diluted share (Adjusted EPS) as the primary performance metric for determining payout of the 2023 annual cash incentive award. Adjusted EPS is determined by adjusting GAAP EPS for: discontinued operations; adjustments for corporate restructuring, network realignment costs and supply chain transformation; amortization expense for acquisition-related intangible assets; and adjustments for legal settlements. The Adjusted EPS metric was chosen because it is a well-understood financial measure communicated in the public disclosure of our financial results, is used in determining payouts under our broad-based annual profit sharing plan, and is believed to significantly influence our stock price performance. In 2023, Compensation EPS was determined by adjusting Adjusted EPS under pre-established guidelines to account for certain legal settlements. For 2023, the Compensation Committee also determined that for global business unit (GBU) leaders, including Messrs. Menneto and Eastman, 30% of their incentive awards under the AIP would instead be based on a business unit performance component. For 2023, as in 2022, the Compensation Committee decided that the GBU component would be evaluated based on four categories, weighted equally: revenue; gross profit percentage; gross profit dollars; and management discretion. The management discretion component was based on financial resources management (for example, expenses, tooling and capital budgets, etc.) and other factors consistent with Polaris’ Guiding Principles--Best Team, Best Culture; Safety and Ethics Always; Environmental Sustainability; and Customer Loyalty. For 2023, there were no increases in the target payouts from 2022. The target payouts under the annual cash incentive

  53. Bonuses for Fiscal 2023 Performance

    | 2024 Proxy Statement - | | 47 |

  54. Bonuses for Fiscal 2023 Performance

    expressed as a percentage of eligible wages were set by the Compensation Committee at 125% for Mr. Speetzen, and 100% for Messrs. Mack, Pucel, Menneto, and Eastman. The percentage used for each NEO was based on the respective NEO’s level of responsibility and expected level of contribution and the Compensation Committee’s general intention to target annual incentive compensation between the market median and the 75th percentile levels for comparable positions when key financial targets are achieved. In evaluating whether and to what degree to approve payments under the AIP, the Compensation Committee gives primary consideration to the level of achievement of performance metrics it selects for inclusion in a performance matrix. The Compensation Committee also considered a number of factors in arriving at its final decision for 2023 annual cash incentive payouts, including the NEO’s:

  55. Bonuses for Fiscal 2023 Performance

    | • | Leadership in a difficult environment with pressure on the segment; | | • | Management in a complex economy with internal operational challenges, including manufacturing and labor constraints; and | | • | Commitment to promoting a culture of safety, ethics and compliance throughout the organization in line with the Company’s Guiding Principles and Performance Priorities. |

  56. Bonuses for Fiscal 2023 Performance

    In determining the Company’s 2023 performance for purposes of the performance matrix, the Compensation Committee used the Company’s Compensation EPS of $9.80, which was approximately 8.8% below target level performance of $10.75 in the performance matrix for 2023. The estimated threshold, target and maximum payments under the AIP for 2023 are reflected in the “Estimated Potential Payouts Under Non-Equity Incentive Plan Awards” column in the Grants of Plan-Based Awards in 2023 table on page 60. At threshold, the payout is 20% of eligible wages. At target, the payout range is 100 to 125% of eligible wages. At maximum, the payout range is 200 to 250% of eligible wages. The amounts actually paid in connection with the AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table on page 58. Consistent with our pay-for-performance philosophy, the Compensation Committee sets challenging objectives for Adjusted EPS. In 2023, the target Adjusted EPS performance goal was set approximately 5% higher than the 2022 target Adjusted EPS performance goal. The final 2023 performance levels and Compensation EPS, determined as described above, that were incorporated into the matrix are summarized in the following table:

  57. Bonuses for Fiscal 2023 Performance

    | | Adjusted EPS | | Threshold | $8.60 | | Target | $10.75 | | Maximum | $11.83 | | Compensation EPS | $9.80 |

  58. Bonuses for Fiscal 2023 Performance

    | 2024 Proxy Statement - | | 48 |

  59. Bonuses for Fiscal 2023 Performance

    The following table shows the suggested payout as a percentage of earned salary derived from the performance matrix at a determined Compensation EPS final result of $9.80. The actual amount paid in March 2024 under the AIP for each of our NEOs is as follows:

  60. Bonuses for Fiscal 2023 Performance

    | Name | Suggested Payout as % of Base Salary(1) | Actual Incentive Payout as a % of Base Salary | Actual Incentive Amount Paid ($) | | Michael T. Speetzen | 76.0 | 72.2 | 811,348 | | Robert P. Mack | 64.8 | 64.8 | 445,500 | | Kenneth J. Pucel | 64.8 | 61.6 | 472,281 | | Steven D. Menneto(2) | 61.2 | 61.2 | 420,496 | | Stephen L. Eastman(2) | 63.5 | 63.5 | 375,872 |

  61. Bonuses for Fiscal 2023 Performance

    | (1) Based upon a target percentage of base salary, the Company’s EPS performance, and a payout curve tied to grade level. | | (2) 30% of payouts for Messrs. Menneto and Eastman were based upon GBU performance as described more fully above. |

  62. 2023 Long-Term Incentive Compensation

    2023 Long-Term Incentive Compensation

  63. Overview

    Overview Annual long-term incentive compensation emphasizes performance-based equity vehicles, generally consisting of annual awards of stock options, RSUs, and PRSUs. From time to time, supplemental equity awards are granted on a selective and limited basis, generally in connection with promotions, individual outstanding performance and ability to effect desired performance results, hiring of new executives and retention situations. There were no supplemental equity awards granted in 2023. All equity-based awards are granted under our Omnibus Plan (or its successor). The Compensation Committee has chosen to provide a mix of stock options, PRSUs, and RSUs for its annual long-term incentive equity awards because it believes such a combination effectively aligns the financial interest of our executive officers with those of our stockholders. The 2023 long-term incentive awards granted to our NEOs were allocated 50% to stock options, 25% to PRSUs, and 25% to RSUs.

  64. 2023 Stock Option Awards

    2023 Stock Option Awards Stock option awards granted under the Omnibus Plan during 2023 to our NEOs generally vest in three equal installments on the first, second and third anniversaries of the February 1, 2023 grant date and have an exercise price of $117.78, which was the fair market value (closing price) of a share of our common stock on the date of the grant. Each option has a 10-year term. In addition to the scheduled vesting, options granted to executives in 2023 vest as follows:

  65. 2023 Stock Option Awards

    | • | Change in Control. Each outstanding unvested option will become immediately vested and exercisable in full if the option is not continued, assumed or replaced or if the NEO is terminated without cause or terminates his or her employment for good reason within one year of the change in control event. | | • | Retirement. Each vested option will remain exercisable for the full term of the option and the unvested portion of the option will vest immediately and will remain exercisable for the full term of the option, provided that the grant occurred at least 12 months prior to the retirement date and notice of retirement was given to the Company at least one year in advance. | | • | Death or Disability. The unvested portion of the option will vest immediately and all options will remain exercisable for one year following the death or disability event. | | • | Any Other Termination of Employment. Vested options are exercisable for 90 days after employment ends and unvested options are forfeited. |

  66. 2023 Stock Option Awards

    Our stock option grant practices for executive officers are designed so that the stock option awards approved by the Compensation Committee at its January or February meeting will have an effective date occurring after the release of year-end financial results. We do not engage in the backdating or repricing of stock options and have not engaged in such practices in the past.

  67. 2023 Stock Option Awards

    | 2024 Proxy Statement - | | 49 |

  68. 2023 Stock Option Awards

    The number of shares subject to each NEO’s 2023 stock option award is as follows:

  69. 2023 Stock Option Awards

    | Named Executive Officer | Number of Shares Subject to Stock Option | | Michael T. Speetzen | 78,456 | | Robert P. Mack | 21,236 | | Kenneth J. Pucel | 27,549 | | Steven D. Menneto | 21,236 | | Stephen L. Eastman | 16,070 |

  70. Performance Restricted Stock Unit Awards (PRSUs)

    Performance Restricted Stock Unit Awards (PRSUs) PRSU awards are made to each of our NEOs pursuant to the Omnibus Plan (or its successor). The PRSU awards will generally be earned to the degree that we achieve performance objectives specified by the Compensation Committee at the beginning of a three-year performance period. The performance objectives are based on one or more business criteria or other metrics approved by the Compensation Committee. In establishing our performance goals, the Compensation Committee may provide that adjustments will be made for specified unusual events such as acquisitions, dispositions, restructurings and certain legal settlements. Each PRSU will be paid out in the form of one share for each PRSU determined by the Compensation Committee to have been earned and vested over the applicable performance period. In addition to the scheduled vesting, PRSUs granted to executives in 2023 vest as follows:

  71. Performance Restricted Stock Unit Awards (PRSUs)

    | • | Change in Control. A pro rata portion of the PRSUs will vest at target on a change in control if the PRSUs are not continued, assumed or replaced or if the NEO is terminated without cause or terminates his or her employment for good reason within one year of the change in control event. | | • | Retirement. A pro rata portion of the earned PRSUs will vest on the scheduled vesting date if an executive retires, provided that the grant occurred at least 12 months prior to the retirement date and notice of retirement was given to the Company at least one year in advance. | | • | Involuntary Termination. A pro rata portion of the earned PRSUs will vest on the scheduled vesting date if an executive’s employment is terminated due to an involuntary termination with the Company (other than for cause). | | • | Death or Disability. A pro rata portion of the earned PRSUs will vest on the scheduled vesting date if the executive’s employment is terminated due to death or a qualifying disability. |

  72. Performance Restricted Stock Unit Awards (PRSUs)

    The pro rata portion for these vesting events is determined by multiplying the number of units that would otherwise have been determined to vest by a fraction where the numerator is the number of full calendar months during the performance period prior to the executive’s employment termination date and the denominator is 36.

  73. 2023 - 2025 PRSUs

    For the 2023 PRSU awards, the following tables summarize the PRSU threshold, target, and maximum performance metric levels. Payouts for each NEO would be 200% of target for maximum (or greater) performance, and performance below threshold would result in no PRSUs vesting and consequently, no equity would be issued under this award.

  74. 2023 - 2025 PRSUs

    | * The Company is required to achieve an adjusted ROIC of 12% before any payout under the EBITDA Margin or Revenue metrics is permitted under the PRSUs. |

  75. 2023-2025 PRSU PERFORMANCE PERIOD PAYOUTS

    2023-2025 PRSU PERFORMANCE PERIOD PAYOUTS

  76. 2023-2025 PRSU PERFORMANCE PERIOD PAYOUTS

    | Name | Threshold Stock Units (#) | Target Stock Units (#) | Maximum Stock Units (#) | | Michael T. Speetzen | 1,451 | 14,508 | 29,016 | | Robert P. Mack | 393 | 3,927 | 7,854 | | Kenneth J. Pucel | 510 | 5,095 | 10,190 | | Steven D. Menneto | 393 | 3,927 | 7,854 | | Stephen L. Eastman | 297 | 2,972 | 5,944 |

  77. 2022-2024 PRSU PERFORMANCE METRICS

    2022-2024 PRSU PERFORMANCE METRICS

  78. 2022-2024 PRSU PERFORMANCE METRICS

    | Weight of Metric | | Threshold(1) | Target(1) | Maximum(1) | | Adjusted EBITDA Margin* (in %) | 25%% | 11.9% | 13.5% | 14.6 | | Adjusted EBITDA (in millions) | 25% | $780 | $1,196 | $1,368 | | Revenue* (in millions) | 25% | $5,951 | $8,860 | $9,371 | | Relative TSR (percentile) | 25% | 25th | 50th | ≥90th |

  79. 2022-2024 PRSU PERFORMANCE METRICS

    | * The Company is required to achieve an adjusted ROIC of 12% before any payout under the EBITDA Margin or Revenue metrics is permitted under the PRSUs. | | (1) The original Threshold, Target and Maximum performance metrics were established prior to the Transamerican Auto Parts (TAP) business divestiture in 2022 as $780 million, $1,318 million and $1,508 million, respectively, for EBITDA; and $6,558 million, $9,764 million, and $10,327 million, respectively, for Revenue; but will be considered on an adjusted basis by the Committee when evaluating post-TAP financial results to determine actual performance and payout. The awards were not modified as part of this process. |

  80. 2022-2024 PRSU PERFORMANCE METRICS

    | 2024 Proxy Statement - | | 51 |

  81. 2021-2023 PRSUs

    2021-2023 PRSUs The Company’s PRSU awards for the 2021-2023 performance period paid out at 95.5% of target. The 2021–2023 PRSUs were based on target performance objectives established at Adjusted Net Income of $716 million, Adjusted Revenue of $7,698 million, and a Relative TSR rank at the 50th percentile, with achievement of an adjusted ROIC of 12% required before any payout under the Net Income or Revenue metric was permitted. The Company acheived an adjusted ROIC of 19.8%. For purposes of calculating the Adjusted Net Income and Revenue components, the Compensation Committee adjusted for the 2022 divestiture of our TAP business. Relative TSR was based upon the 2021 peer group. The Company achieved maximum for Revenue and below target for Net Income and Relative TSR, resulting in a payout below the target payout level. The amounts received by the NEOs are summarized in the Option Exercises and Stock Vested in 2023 table on page 65.

  82. 2021-2023 PRSU PERFORMANCE METRICS

    2021-2023 PRSU PERFORMANCE METRICS

  83. 2021-2023 PRSU PERFORMANCE METRICS

    | | Weight of Metric | Threshold(1) | Target(1) | Maximum(1) | Actual Results | Percent of Total Payout Earned (%) | | Net Income (in millions)* | 50% | $191 | $716 | $754 | $565.4(2) | 32.8 | | Revenue (in millions)* | 25% | $5,531 | $7,698 | $8,138 | $8,934 | 50 | | Relative TSR (percentile) | 25% | 25th | 50th | ≥90th | 25.5% | 12.7 |

  84. 2021-2023 PRSU PERFORMANCE METRICS

    | * The Company is required to achieve an adjusted ROIC of 12% before any payout under the Net Income or Revenue metrics is permitted under the PRSUs. | | (1) The original Threshold, Target and Maximum performance metrics were established prior to the TAP divestiture in 2022 as: $191 million, $719 million and $758 million, respectively, for Net Income; and $5,531 million, $8,613 million, and $9,105 million, respectively, for Revenue; but were considered on an adjusted basis by the Committee when evaluating post-TAP financial results to determine actual performance and payout. The awards were not modified as part of this process. | | (2) Net Income was determined by adjusting Adjusted Net Income under pre-established guidelines to account for certain legal settlements. |

  85. 2023 Restricted Stock Unit Awards

    2023 Restricted Stock Unit Awards RSUs awarded to our NEOs during 2023 were granted under the Omnibus Plan and generally vest in full on February 1, 2026. No dividend equivalents are paid on the RSUs. In addition to the scheduled vesting, RSUs granted to executives in 2023 vest as follows:

  86. 2023 Restricted Stock Unit Awards

    | • | Change in Control. Each outstanding RSU will become immediately vested and exercisable in full if the RSU is not continued, assumed or replaced or if the NEO is terminated without cause or terminates his or her employment for good reason within one year of the change in control event. | | • | Retirement. Each RSU will continue to vest for the full term of the RSU, provided that the grant occurred at least 12 months prior to the retirement date and notice of retirement was given to the Company at least one year in advance. Mr. Pucel’s RSU awards will vest on an accelerated basis upon retirement under the terms of his employment agreement. | | • | Death or Disability. Unvested RSUs will continue to vest for the full term of the RSU after an executive’s death or a qualifying disability. | | • | Any Other Termination of Employment. Unvested RSUs are forfeited. |

  87. 2023 Restricted Stock Unit Awards

    The number of shares subject to each NEO’s 2023 RSU awards is as follows:

  88. 2023 Restricted Stock Unit Awards

    | Named Executive Officer | 2023 RSUs Granted | | Michael T. Speetzen | 14,508 | | Robert P. Mack | 3,927 | | Kenneth J. Pucel | 5,095 | | Steven D. Menneto | 3,927 | | Stephen L. Eastman | 2,972 |

  89. 2023 Restricted Stock Unit Awards

    | 2024 Proxy Statement - | | 52 |

  90. Retirement Benefits

    | • | Medical insurance coverage or cash equivalent for retirees and their spouses from age 55 to 64 with coverage coinciding with Medicare Part B on and after age 65; | | • | Dental insurance coverage for retirees and their spouses at the same coverage level with the same provider as an active employee; | | • | Continued annual physical exams at the Mayo Clinic for retirees and their spouses in accordance with the active officer benefit; | | • | Continued use of Polaris products in accordance with the active NEO benefits, including related parts, garments and accessories; | | • | For AIP participants, a possible prorated payout under the plan based on the time worked during the incentive compensation award period payable in accordance with the normal payment schedule; | | • | For vested stock options, an exercise period of the full term of the option; for outstanding stock options that have not vested as of the retirement date, the option will immediately vest and remain exercisable for the full term of the option, provided the grant occurred at least 12 months prior to the retirement date and notice of retirement was given to the Company at least one year in advance; | | • | For RSUs, the unvested RSUs will continue to vest, provided the grant occurred at least 12 months prior to the retirement date and other requirements set forth in the RSU award agreement; provided, however, Mr. Pucel’s RSU awards will vest on an accelerated basis upon retirement under the terms of his employment agreement; and | | • | For PRSUs, the unvested PRSUs will vest pro-rata on the scheduled vesting date to the extent the performance metrics are achieved and provided the grant occurred at least 12 months prior to the retirement date and other requirements set forth in the PRSU award agreement. |

  91. Severance Arrangements

    Severance Arrangements We have entered into severance arrangements with our NEOs, which provide for certain benefits if an executive officer is involuntarily terminated without cause, terminated without cause in connection with a change in control, or if they terminate their employment for good reason following a change in control. The severance arrangements with our NEOs were established as part of the negotiations of their initial employment terms. The severance arrangements are intended to:

  92. Severance Arrangements

    | • | Allow executive officers to weigh potential transactions focused on stockholder interests and not personal interests; | | • | Provide executive officers with a measure of security in the event of an actual or potential change in corporate ownership or control; and | | • | Provide executive officers with a bridge to their next professional opportunity. |

  93. Severance Arrangements

    The severance arrangements are described in more detail beginning on page 67 under the caption entitled “Potential Payments Upon Termination or Change-in-Control.”

  94. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2021, 2022, and 2023, the annual compensation paid to or earned by our NEOs.

  95. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael T. Speetzen Chief Executive Officer | 2023 | 1,123,750 | 0 | 3,300,279 | 3,417,543 | 811,348 | 220,557 | 8,873,477 | | | 2022 | 1,065,154 | 0 | 2,957,842 | 2,875,026 | 1,603,057 | 263,024 | 8,764,103 | | | 2021 | 1,030,154 | 0 | 5,112,244 | 2,057,559 | 1,368,044 | 190,905 | 9,758,906 | | Robert P. Mack Chief Financial Officer and Executive Vice President – Finance & Corporate Development | 2023 | 687,500 | 0 | 893,293 | 925,040 | 445,500 | 145,164 | 3,096,497 | | | 2022 | 631,539 | 0 | 874,471 | 850,012 | 760,372 | 139,188 | 3,255,582 | | | 2021 | 603,973 | 0 | 2,180,932 | 656,520 | 691,755 | 127,519 | 4,260,699 | | Kenneth J. Pucel Former Executive Vice President – Global Operations and Chief Technology Officer | 2023 | 767,188 | 0 | 1,158,990 | 1,200,034 | 472,281 | 159,312 | 3,757,805 | | | 2022 | 743,166 | 0 | 1,234,526 | 1,200,002 | 894,772 | 190,640 | 4,263,106 | | | 2021 | 717,912 | 0 | 2,254,041 | 1,200,035 | 794,728 | 163,477 | 5,130,192 | | Steven D. Menneto President – Off-Road | 2023 | 687,500 | 0 | 893,293 | 925,040 | 420,496 | 91,799 | 3,018,128 | | | 2022 | 627,846 | 0 | 874,471 | 850,012 | 754,580 | 112,356 | 3,219,265 | | | 2021 | 551,520 | 0 | 2,731,656 | 700,023 | 670,780 | 140,415 | 4,794,394 | | Stephen L. Eastman President – PG&A and Aftermarket | 2023 | 592,250 | 0 | 676,070 | 700,009 | 375,872 | 123,201 | 2,467,402 | | | 2022 | 556,539 | 0 | 720,332 | 700,016 | 667,813 | 183,667 | 2,828,367 | | | 2021 | 495,154 | 0 | 1,627,214 | 600,035 | 477,487 | 147,113 | 3,347,003 |

  96. 2023 Summary Compensation Table

    | (1) Amounts shown in this column represent the aggregate grant date fair value of PRSUs granted to each of our NEOs, and the grant date fair value of RSU awards granted to each of our NEOs, in the fiscal years indicated. The calculation of the grant date fair value amounts for PRSU awards granted in 2023 assumes target-level performance against the specified PRSU financial goals. Assuming maximum performance with respect to the applicable performance goals, the amounts reported with respect to PRSU awards for 2023 would be $3,399,805 for Mr. Speetzen, $920,212 for Messrs. Mack and Menneto, $1,193,921 for Mr. Pucel, and $7696,458 for Mr. Eastman. The actual value ultimately realized by our NEOs with respect to these PRSU awards will depend on our actual performance against the specified financial goals and the market value of our common stock on the vesting date, and may differ substantially from the grant date fair values shown. The grant date fair value of the time-based RSU awards was computed in accordance with FASB ASC Topic 718, based on the closing market price of our common stock on the grant date. Additional information regarding the 2023 equity awards is set forth below in the Grants of Plan-Based Awards in 2023 table on page 60. | | (2) Amounts shown in this column represent the grant date fair value of stock option awards granted to each of our NEOs in the fiscal years indicated. Grant date fair value is calculated in accordance with the requirements of FASB ASC Topic 718 using the Black-Scholes method. The assumptions used in determining the grant date fair value of the 2023 awards are set forth in Note 5 to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  97. 2023 Summary Compensation Table

    | 2024 Proxy Statement - | | 58 |

  98. 2023 Summary Compensation Table

    | (3) Amounts shown in this column represent payments under the AIP, and are reported for the year in which the related services were performed and the incentive amounts earned. Additional information about these payments is set forth under the caption “2023 Annual Incentive Compensation” on page 47. | | (4) Amounts shown in this column include Company matching contributions to the 401(k) Plan and SERP, life insurance premiums and the aggregate incremental cost to us of the following perquisites: club dues, financial planning and tax preparation services, BeniComp supplemental health and dental coverage, annual physicals, the use of Company products, the receipt of related parts, garments, accessories, services, and related tax gross-ups. These perquisites are described in further detail under the caption “Perquisites” on page 54. Additional detail (including quantification) regarding the components of the amounts shown for 2023 for each of our NEOs is provided in the All Other Compensation Table on page 59 |

  99. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table summarizes each grant of an equity or non-equity incentive award during 2023 to each of our NEOs. All equity awards were granted under the Omnibus Plan.

  100. Grants of Plan-Based Awards in 2023

    | Name | Approval and Grant Date | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | Michael T. Speetzen | 2/1/2023 | – | 1,404,688 | 2,809,375 | | | | | | | | | | 2/1/2023 | | | | 1,451 | 14,508 | 29,016 | | | | 1,699,902 | | | 2/1/2023 | | | | | | | 14,508 | | | 1,600,377 | | | 2/1/2023 | | | | | | | | 78,456 | 117.78 | 3,417,543 | | Robert P. Mack | 2/1/2023 | – | 687,500 | 1,375,001 | | | | | | | | | | 2/1/2023 | | | | 393 | 3,927 | 7,854 | | | | 460,106 | | | 2/1/2023 | | | | | | | 3,927 | | | 433,187 | | | 2/1/2023 | | | | | | | | 21,236 | 117.78 | 925,040 | | Kenneth J. Pucel | 2/1/2023 | – | 767,188 | 1,534,376 | | | | | | | | | | 2/1/2023 | | | | 510 | 5,095 | 10,190 | | | | 596,961 | | | 2/1/2023 | | | | | | | 5,095 | | | 562,029 | | | 2/1/2023 | | | | | | | | 27,549 | 117.78 | 1,200,034 | | Steven D. Menneto | 2/1/2023 | – | 687,500 | 1,375,001 | | | | | | | | | | 2/1/2023 | | | | 393 | 3,927 | 7,854 | | | | 460,106 | | | 2/1/2023 | | | | | | | 3,927 | | | 433,187 | | | 2/1/2023 | | | | | | | | 21,236 | 117.78 | 925,040 | | Stephen L. Eastman | 2/1/2023 | – | 592,250 | 1,184,500 | | | | | | | | | | 2/1/2023 | | | | 297 | 2,972 | 5,944 | | | | 348,229 | | | 2/1/2023 | | | | | | | 2,972 | | | 327,841 | | | 2/1/2023 | | | | | | | | 16,070 | 117.78 | 700,009 |

  101. Grants of Plan-Based Awards in 2023

    | (1) Amounts in these columns represent potential payouts under the AIP, which is our annual cash incentive plan, based on the achievement of specified financial and other goals. The threshold payouts are 20% of eligible wages and the target payouts range from 100% to 125% of eligible wages among our NEOs. The maximum payouts represent the maximum payout amounts, which for Mr. Speetzen is 250% of eligible wages, for Messrs. Mack, Pucel, Menneto and Eastman is 200%. Under the AIP, the Compensation Committee retains negative discretion to reduce the awards in their absolute discretion and therefore this table does not include a threshold payment amount. See “2023 Annual Incentive Compensation” on page 47. These estimated payout amounts are based on each NEO’s eligible wages for the year in which performance occurs. | | (2) Amounts in these columns for each NEO represent the number of PRSUs that may be earned and vested based on the degree to which the financial goals are attained. The lowest possible payout under the threshold number of units that may be earned is 10% of target, and the maximum number of units that may be earned is 200% of target. The target number of units for each individual is based on a specified dollar amount for that NEO that was converted into stock units at a per unit price of $117.78, the closing market price of a share of common stock at the applicable measurement date for the award. | | (3) Amounts in this column represent RSUs awarded to the NEOs, which will generally vest in full on February 1, 2026 so long as the NEO remains employed on such date. |

  102. Grants of Plan-Based Awards in 2023

    | 2024 Proxy Statement - | | 60 |

  103. Grants of Plan-Based Awards in 2023

    | (4) Each amount reported in this column represents the grant date fair value of the applicable award which was determined pursuant to FASB ASC Topic 718. The calculation of the grant date fair value of the PRSU awards discussed in footnote (2) is based partially on a Monte Carlo simulation model for market-based total shareholder return, which accounts for 25% of the award. The actual amounts that will be received by our NEOs with respect to these performance-based awards will be determined at the end of the performance period based upon our actual performance, which may differ from the performance that was deemed probable at the date of grant. For additional information on the valuation assumptions and more discussion with respect to the valuation of equity awards, refer to Note 5 to the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning unexercised stock option awards, unvested RSU awards, and unvested PRSU awards for each of the NEOs as of December 31, 2023, not including awards earned but not vested with a performance period ending December 31, 2023.

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(9) | | Michael T. Speetzen | 12,000 | | 133.50 | 8/3/2025 | | | | | | | 78,756 | | 89.39 | 1/25/2027 | | | | | | | 28,855 | | 113.01 | 1/31/2028 | | | | | | | 42,123 | | 94.54 | 1/29/2030 | | | | | | | 17,736(1) | 8,868 | 117.37 | 1/27/2031 | | | | | | | 16,842(1) | 8,421 | 140.03 | 4/30/2031 | | | | | | | 27,026(2) | 54,052 | 111.32 | 1/26/2032 | | | | | | | | 78,456(3) | 117.78 | 2/1/2033 | | | | | | | | | | | | | 12,914(4) | 1,223,860 | | | | | | | | | 14,508(5) | 1,374,923 | | | | | | | 8,003(6) | 758,444 | | | | | | | | | 12,914(7) | 1,223,860 | | | | | | | | | 14,508(8) | 1,374,923 | | |

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Proxy Statement - | | 61 |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(9) | | Robert P. Mack | 16,109 | | 89.39 | 1/25/2027 | | | | | | | 17,313 | | 113.01 | 1/31/2028 | | | | | | | 8,312 | | 84.58 | 1/30/2029 | | | | | | | 22,769 | | 94.54 | 1/29/2030 | | | | | | | 9,335(1) | 4,667 | 117.37 | 1/27/2031 | | | | | | | 2,380(1) | 1,190 | 140.03 | 4/30/2031 | | | | | | | 7,991(2) | 15,980 | 111.32 | 1/26/2032 | | | | | | | | 21,236(3) | 117.78 | 2/1/2033 | | | | | | | | | | | | | 3,818(4) | 361,832 | | | | | | | | | 3,927(5) | 372,162 | | | | | | | 2,690(6) | 254,931 | | | | | | | | | 3,818(7) | 361,832 | | | | | | | | | 3,927(8) | 372,162 | | | | Kenneth J. Pucel | 45,000 | | 154.31 | 12/1/2024 | | | | | | | 26,000 | | 146.63 | 1/28/2025 | | | | | | | 108,000 | | 70.18 | 1/27/2026 | | | | | | | 103,816 | | 89.39 | 1/25/2027 | | | | | | | 44,244 | | 113.01 | 1/31/2028 | | | | | | | 60,368 | | 84.58 | 1/30/2029 | | | | | | | 54,645 | | 94.54 | 1/29/2030 | | | | | | | 22,404(1) | 11,201 | 117.37 | 1/27/2031 | | | | | | | 11,281(2) | 22,560 | 111.32 | 1/26/2032 | | | | | | | | 27,549(3) | 117.78 | 2/1/2033 | | | | | | | | | | | | | 5,390(4) | 510,810 | | | | | | | | | 5,095(5) | 482,853 | | | | | | | 4,901(6) | 464,468 | | | | | | | | | 5,166(7) | 489,582 | | | | | | | | | 4,884(8) | 462,857 | | |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Proxy Statement - | | 62 |

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(9) | | Steven D. Menneto | 10,000 | | 125.67 | 1/29/2024 | | | | | | | 8,000 | | 146.63 | 1/28/2025 | | | | | | | 11,542 | | 113.01 | 1/31/2028 | | | | | | | 14,436 | | 84.58 | 1/30/2029 | | | | | | | 28,461 | | 94.54 | 1/29/2030 | | | | | | | 13,069(1) | 6,534 | 117.37 | 1/27/2031 | | | | | | | 7,991(2) | 15,980 | 111.32 | 1/26/2032 | | | | | | | | 21,236(3) | 117.78 | 2/1/2033 | | | | | | | | | | | | | 3,818(4) | 361,832 | | | | | | | | | 3,927(5) | 372,162 | | | | | | | 2,983(6) | 282,699 | | | | | | | | | 3,659(7) | 346,763 | | | | | | | | | 3,764(8) | 356,714 | | | | Stephen L. Eastman | 9,000 | | 146.63 | 1/28/2025 | | | | | | | 32,218 | | 89.39 | 1/25/2027 | | | | | | | 19,237 | | 113.01 | 1/31/2028 | | | | | | | 28,872 | | 84.58 | 1/30/2029 | | | | | | | 27,323 | | 94.54 | 1/29/2030 | | | | | | | 11,202(1) | 5,601 | 117.37 | 1/27/2031 | | | | | | | 6,581(2) | 13,160 | 111.32 | 1/26/2032 | | | | | | | | 16,070(3) | 117.78 | 2/1/2033 | | | | | | | | | | | | | 3,145(4) | 298,052 | | | | | | | | | 2,972(5) | 281,656 | | | | | | | 2,557(6) | 242,327 | | | | | | | | | 3,145(7) | 298,052 | | | | | | | | | 2,972(8) | 281,656 | | |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Proxy Statement - | | 63 |

  111. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Represents a stock option granted on January 27, 2021 (and on April 30, 2021 for the incremental awards granted to Messrs. Speetzen and Mack) under the Omnibus Plan, which will generally vest with respect to one-third of the shares on each of the first, second, and third anniversaries of the date of grant. | | (2) Represents a stock option granted on January 26, 2022 under the Omnibus Plan, which will generally vest with respect to one-third of the shares on each of the first, second, and third anniversaries of the date of grant. | | (3) Represents a stock option granted on February 1, 2023 under the Omnibus Plan, which will generally vest with respect to one-third of the shares on each of the first, second, and third anniversaries of the date of grant. | | (4) Represents PRSU awards made on January 26, 2022 under the Omnibus Plan for the three-year performance period beginning January 1, 2022 and ending December 31, 2024 (the 2022 PRSU Grant). Units subject to the 2022 PRSU Grant may be earned and vested after the end of the three-year performance period and prior to March 15, 2025. The amount shown is the target number of units that could be earned and paid out in shares. There is no assurance that the target amount will be the actual amount ultimately paid | | (5) Represents PRSU awards made on February 1, 2023 under the Omnibus Plan for the three-year performance period beginning February 1, 2023 and ending December 31, 2025 (the 2023 PRSU Grant). Units subject to the 2023 PRSU Grant may be earned and vested after the end of the three-year performance period and prior to March 15, 2026. The amount shown is the target number of units that could be earned and paid out in shares. There is no assurance that the target amount will be the actual amount ultimately paid | | (6) Represents a time-based RSU award granted on January 27, 2021 (and on April 30, 2021 for the incremental awards granted to Messrs. Speetzen and Mack) under the Omnibus Plan that will generally vest with respect to 100% of the units on January 27, 2024 (and on April 30, 2024 for the incremental awards). For Mr. Pucel, 212 shares were withheld in December 2021 to cover FICA/Medicare tax for grants no longer subject to risk of forfeiture having met the retirement eligibility criteria. | | (7) Represents a time-based RSU award granted on January 26, 2022 under the Omnibus Plan that will generally vest with respect to 100% of the units on January 26, 2025. For Mr. Pucel, 224 shares and for Menneto, 159 shares were withheld in December 2022 to cover FICA/Medicare tax for grants no longer subject to risk of forfeiture having met the retirement eligibility criteria. | | (8) Represents a time-based RSU award granted on February 1, 2023 under the Omnibus Plan that will generally vest with respect to 100% of the units on February 1, 2026. For Mr. Pucel, 211 shares and for Menneto, 163 shares were withheld in December 2023 to cover FICA/Medicare tax for grants no longer subject to risk of forfeiture having met the retirement eligibility criteria. | | (9) These amounts are based upon our stock price of $94.77 on December 29, 2023, the last business day of the year. The actual value realized by our NEOs could be different based upon the eventual stock prices at the time of settlement. |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Proxy Statement - | | 64 |

  113. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information concerning the aggregate number of stock options exercised, and PRSUs and RSUs that vested for each of our NEOs during 2023, and the aggregate dollar values realized by each of our NEOs upon such event.

  114. Option Exercises and Stock Vested in 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Michael T. Speetzen | 45,932 | 2,368,188 | 25,046(4) | 2,557,467 | | Robert P. Mack | 8,312 | 377,531 | 11,565(4) | 1,195,970 | | Kenneth J. Pucel | 0 | 0 | 19,487(4) | 2,004,549 | | Steven D. Menneto | 0 | 0 | 23,059(4) | 2,422,404 | | Stephen L. Eastman | 10,000 | 101,468 | 14,136(4) | 1,473,062 |

  115. Option Exercises and Stock Vested in 2023

    | (1) Amounts shown in this column are based on the difference between the fair market value of a share of our common stock on the date of exercise and the exercise price. | | (2) Amounts shown in this column include time-based RSUs that vested in 2023 and shares that were issuable to our NEOs in settlement of PRSUs that were earned as of December 31, 2023 for the 2021-2023 performance period. | | (3) Amounts shown in this column are based on fair market value of a share of our common stock on the applicable vesting date and include the 2021-2023 PRSUs that were earned as of December 31, 2023 but vested on January 31, 2024, upon the Compensation Committee’s certification that the applicable performance goals had been satisfied. | | (4) This amount represents RSUs that vested January 27, 2023 valued at $107.18 per share in the following amounts: for Mr. Speetzen, 4,893 RSUs plus 12,780 retention RSUs; Mr. Mack, 2,645 RSUs plus 6,390 retention RSUs; Mr. Pucel, 6,084 RSUs plus 8,521 retention RSUs; Mr. Menneto, 3,169 RSUs and 17,041 retention RSUs; and Mr. Eastman, 3,174 RSUs and 8,521 retention RSUs; PRSUs that vested on January 31, 2024 valued at $89.96 per share in the following amounts: for Mr. Speetzen, 7,373 PRSUs; Mr. Mack, 2,530 PRSUs; Mr. Pucel, 4,882 PRSUs; Mr. Menneto, 2,849 PRSUs; and Mr. Eastman, 2,441 PRSUs. Mr. Speetzen elected to defer receipt of 80% of RSU settlement shares, Mr. Mack elected to defer receipt of 5% of RSU settlement shares, Mr. Eastman elected to defer receipt of 5% of RSU settlement shares and 75% of retention RSU settlement shares, and Mr. Speetzen and Mr. Eastman elected to defer receipt of 100% of the PRSU settlement shares, with an equivalent number of deferred stock units then credited to the Company stock fund in their SERP accounts, the terms of which are discussed below under Nonqualified Deferred Compensation in 2023 on page 65. |

  116. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 We sponsor a 401(k) Plan that allows employees to make plan contributions on a pre-tax basis. Employees are automatically enrolled at 5% of covered compensation and can affirmatively elect to contribute 0-50% of covered compensation into the 401(k) Plan. We match employee contributions dollar-for-dollar up to 5% of base salary and AIP deferrals. Although NEOs are eligible to participate in the 401(k) Plan, the application of the annual compensation limit under Section 401(a)(17) of the Code significantly limits NEOs’ contributions under the 401(k) Plan. The SERP provides executives who participate in the 401(k) Plan with the opportunity to defer up to 100% of their base salary, up to 100% of amounts payable under the AIP, and PRSUs and RSUs, into the SERP. Typically, base salary and AIP deferral contributions are matched by the Company as if they had been made under the 401(k) Plan on a dollar-for-dollar basis up to 5% of covered compensation. The SERP is intended solely to increase contributions limited because of the application of the annual compensation limit under Section 401(a)(17) of the Code to the 401(k) Plan.

  117. Nonqualified Deferred Compensation in 2023

    | 2024 Proxy Statement - | | 65 |

  118. Nonqualified Deferred Compensation in 2023

    The following table sets forth information regarding the contributions by each NEO and the Company to the SERP, as well as information regarding earnings, aggregate withdrawals and distributions and balances under the SERP, for each NEO as of and for the fiscal year ended December 31, 2023.

  119. Nonqualified Deferred Compensation in 2023

    | Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Michael T. Speetzen | 555,843 | 119,840 | 152,568 | 0 | 2,693,937 | | Robert P. Mack | 120,917 | 55,894 | 130,862 | 0 | 1,325,917 | | Kenneth J. Pucel | 1,223,173 | 66,598 | 329,890 | (188,110) | 2,937,185 | | Steven D. Menneto | 72,104 | 55,604 | 354,207 | (13,025) | 2,569,793 | | Stephen L. Eastman | 1,859,645 | 45,397 | 513,589 | (301) | 5,831,825 |

  120. Nonqualified Deferred Compensation in 2023

    | (1) These amounts represent elective contributions into the SERP during 2023 of a portion of base salary earned during 2023 and a portion of incentive compensation earned in 2022 and payable during 2023 under the AIP and/or pursuant to the PRSU or RSU awards to each of the NEOs. The amount of any base salary deferred is included in the amount reported in the 2023 Salary column of the Summary Compensation Table and the amount of any annual incentive deferred is included in the amount reported in the 2023 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The amount of any PRSU or RSU settlement that is deferred does not necessarily correspond to the grant date fair value of that PRSU award reported in the Summary Compensation Table in the year the award was granted. Deferrals related to amounts otherwise payable in 2024 (even if considered earned in 2023) will be shown as executive contributions for 2024. | | (2) These amounts represent Company matching contributions to the SERP during 2023. The amount in this column for each NEO is included in the “All Other Compensation” column of the Summary Compensation Table for 2023. | | (3) These amounts represent earnings during 2023 credited to the respective NEOs’ SERP accounts. None of these amounts are included in compensation reported in the Summary Compensation Table because none of the earnings are considered to be “above market.” | | (4) Of the aggregate balances shown, the following amounts were previously reported as salary, annual incentive compensation, LTIP award compensation or all other compensation in Summary Compensation Tables covering fiscal years prior to 2023: Mr. Speetzen, $1,840,668; Mr. Mack, $903,982; Mr. Pucel, $1,575,020; Mr. Menneto, $300,214; and Mr. Eastman $3,091,104. |

  121. Nonqualified Deferred Compensation in 2023

    PRSUs and RSUs deferred into the SERP are held by the Company for 6 months and one day, at which time shares in settlement of the PRSUs and RSUs are paid to the participant in their SERP account. The shares can be sold, with proceeds invested in the investment options available under the SERP. The SERP account of each NEO is deemed to be invested in the fund(s) designated by the NEO. For this purpose, the NEOs may choose among the same funds that are available to our employees generally under the 401(k) Plan or self-direct any portion of their investments. Deemed investment earnings and losses are applied to each NEO’s SERP account based upon the performance of the applicable investment fund. At December 31, 2023, accounts of the NEOs were invested in the following funds:

  122. Nonqualified Deferred Compensation in 2023

    | American Funds EuroPacific Growth Fund® Class R-6 | Vanguard Institutional Index Fund Institutional Plus Shares | | T. Rowe Price International Discovery Fund I Class | Vanguard Institutional Target Retirement 2030 Fund Institutional Shares | | Fidelity® Investments Money Market Treasury Only - Institutional Class | Vanguard Institutional Target Retirement 2035 Fund Institutional Shares | | Metropolitan West Total Return Bond Fund Plan Class | Vanguard Mid-Cap Index Fund Institutional Shares | | PIMCO International Bond Fund (Unhedged) Institutional Class | Vanguard Small-Cap Index Fund Institutional Shares | | Polaris Stock Fund | Vanguard Total Bond Market Index Fund Institutional Shares |

  123. Nonqualified Deferred Compensation in 2023

    The return on these funds ranged from -3.76% to 26.26% in 2023. Under the SERP, NEOs may elect to receive distributions (i) 6 months following separation of service or one year after separation of service; (ii) upon the attainment of a certain age, designated by the NEO, between 59 1⁄2 to 70 1⁄2, provided that the NEO will not attain the designated age for at least 3 years after his election; or (iii) the earlier or later of (i) or (ii). NEOs may elect to receive the distribution in a lump sum or in monthly, quarterly or annual installments over a period not to exceed 10 years. If the installment method is elected, the NEO’s account will continue to be credited with a prorated amount of deemed investment earnings during the period.

  124. Nonqualified Deferred Compensation in 2023

    | 2024 Proxy Statement - | | 66 |

  125. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control Our NEOs are eligible to receive certain payments and benefits in the event of termination of their employment, including following a change in control pursuant to severance arrangements and equity award agreements with the Company.

  126. Potential Payments to Our Named Executive Officers Upon Termination

    Potential Payments to Our Named Executive Officers Upon Termination The following tables quantify the amounts and benefits payable to the NEOs upon termination under various scenarios. In calculating the payments set forth in such tables, we have assumed that (i) the date of termination was December 29, 2023, and (ii) the stock price was $94.77 per share, the closing market price of our common stock on December 29, 2023, the last business day of fiscal year 2023. The tables do not reflect payments and benefits that are provided on a non-discriminatory basis to salaried employees generally upon termination, including:

  127. Potential Payments to Our Named Executive Officers Upon Termination

    | • | Earned but unpaid base salary through the date of termination; | | • | Earned, unused vacation pay through the date of termination; | | • | Company matching contributions to the 401(k) Plan in an amount which takes into account the final payouts for base salary, incentive awards under the AIP, if any, and earned, unused vacation; | | • | Distributions of plan balances under the Polaris 401(k) Plan; and | | • | A life insurance benefit equal to two times base salary up to a maximum of $650,000, payable in the event of termination upon death. |

  128. Potential Payments to Our Named Executive Officers Upon Termination

    The tables also do not reflect amounts attributable to vested, non-forfeitable equity-based awards or awards that are earned but not vested with a performance period ending December 31, 2023 (see Outstanding Equity Awards at 2023 Fiscal Year–End on page 60), or distributions of plan balances under the SERP (see Nonqualified Deferred Compensation in 2023 on page 63). In addition, the tables do not reflect any applicable tax withholdings or other deductions by the Company from the amounts otherwise payable to the NEOs upon termination of employment. To the extent applicable, the present value of the payments presented in the tables below was calculated using a discount rate of 5%. We provide a number of lifetime benefits and perquisites to our NEOs upon retirement. For purposes of quantifying the value of such benefits and perquisites in the tables below, we have used an average life expectancy age of 78 for such individuals. The costs of medical and dental coverage are based on current annual premiums multiplied by the number of years between the executive officer’s age and 78 for those that receive it until then. Company parts, garments and accessories coverage is based on the average spent for the NEOs in 2023, based upon grade level, multiplied by the number of years between the executive officer’s age and 78 (for those who receive it).

  129. Potential Payments to Our Named Executive Officers Upon Termination

    | 2024 Proxy Statement - | | 69 |

  130. Potential Payments to Our Named Executive Officers

    Potential Payments to Our Named Executive Officers

  131. Potential Payments to Our Named Executive Officers

    | | Without Cause Termination by Company ($) | Without Cause Termination Change in Control ($) | Change in Control no Termination ($) | Death or Disability ($) | Retirement ($) | | Michael T. Speetzen | | | | | | | Cash Compensation | 2,670,188 | 4,540,196 | 0 | 0 | 0 | | Annual Cash Incentives(1) | 0 | 0 | 0 | 804,629 | 0 | | PRSUs(2) | 1,186,033 | 1,274,214 | 0 | 1,186,033 | 0 | | Stock Options(3) | 0 | 0 | 0 | 0 | 0 | | RSUs(4) | 0 | 3,357,227 | 0 | 3,153,935 | 0 | | Medical and Dental Insurance | 23,121 | 0 | 0 | 0 | 0 | | Polaris Parts, Garments and Accessories | 0 | 0 | 0 | 0 | 0 | | Total | 3,879,342 | 9,171,637 | 0 | 5,144,597 | 0 | | Robert P. Mack | | | | | | | Cash Compensation | 1,421,577 | 2,464,155 | 0 | 0 | 0 | | Annual Cash Incentives(1) | 0 | 0 | 0 | 441,811 | 0 | | PRSUs(2) | 336,931 | 361,622 | 0 | 336,931 | 0 | | Stock Options(3) | 0 | 0 | 0 | 0 | 0 | | RSUs(4) | 0 | 988,925 | 0 | 932,084 | 0 | | Medical and Dental Insurance | 16,651 | 0 | 0 | 0 | 0 | | Polaris Parts, Garments and Accessories | 0 | 0 | 0 | 0 | 0 | | Total | 1,775,159 | 3,814,702 | 0 | 1,710,826 | 0 | | Kenneth J. Pucel | | | | | | | Cash Compensation | 1,623,468 | 3,196,718 | 0 | 0 | 2,319,000 | | Annual Cash Incentives(1) | 0 | 0 | 0 | 468,370 | 468,370 | | PRSUs(2) | 463,005 | 496,476 | 0 | 463,005 | 319,395 | | Stock Options(3) | 0 | 0 | 0 | 0 | 0 | | RSUs(4) | 954,050 | 1,416,907 | 0 | 1,343,521 | 954,050 | | Medical and Dental Insurance | 23,121 | 0 | 0 | 0 | 74,186 | | Polaris Parts, Garments and Accessories | 0 | 0 | 0 | 0 | 122,056 | | Total | 3,063,644 | 5,110,102 | 0 | 2,274,896 | 4,257,057 |

  132. Potential Payments to Our Named Executive Officers

    | 2024 Proxy Statement - | | 70 |

  133. Potential Payments to Our Named Executive Officers

    | | Without Cause Termination by Company ($) | Without Cause Termination Change in Control ($) | Change in Control no Termination ($) | Death or Disability ($) | Retirement ($) | | Steven D. Menneto | | | | | | | Cash Compensation | 1,415,939 | 2,614,484 | 0 | 0 | 0 | | Annual Cash Incentives(1) | 0 | 0 | 0 | 417,014 | 417,014 | | PRSUs(2) | 336,931 | 361,622 | 0 | 336,931 | 226,243 | | Stock Options(3) | 0 | 0 | 0 | 0 | 0 | | RSUs(4) | 610,043 | 986,176 | 0 | 931,539 | 610,043 | | Medical and Dental Insurance | 16,651 | 0 | 0 | 0 | 70,737 | | Polaris Parts, Garments and Accessories | 0 | 0 | 0 | 0 | 122,191 | | Total | 2,379,564 | 3,962,282 | 0 | 1,685,484 | 1,446,228 | | Stephen L. Eastman | | | | | | | Cash Compensation | 1,232,187 | 2,272,495 | 0 | 0 | 0 | | Annual Cash Incentives(1) | 0 | 0 | 0 | 372,760 | 372,760 | | PRSUs(2) | 270,133 | 289,661 | 0 | 270,133 | 186,363 | | Stock Options(3) | 0 | 0 | 0 | 0 | 0 | | RSUs(4) | 523,690 | 822,035 | 0 | 777,538 | 523,690 | | Medical and Dental Insurance | 16,651 | 0 | 0 | 0 | 67,100 | | Polaris Parts, Garments and Accessories | 0 | 0 | 0 | 0 | 127,866 | | Total | 2,042,661 | 3,384,191 | 0 | 1,420,431 | 1,277,779 |

  134. Potential Payments to Our Named Executive Officers

    | (1) This amount reflects the pro rata target cash incentive award adjusted for Company performance earned under the AIP by our NEOs for work performed in the fiscal year in which the termination occurs. | | (2) The amounts reflected for our NEOs represent the pro rata target payout for the 2022 and 2023 PRSU awards and assumes the payments would be made by March 2025 and March 2026, respectively. The PRSU awards are accelerated and vest upon a Change in Control only if the award is not continued or the recipient is terminated by the Company without cause or terminates his or her employment for good reason. | | (3) Represents the in-the-money value of unvested and accelerated stock options. | | (4) Represents unvested and accelerated RSUs. |

  135. Potential Payments to Our Named Executive Officers

    | 2024 Proxy Statement - | | 71 |

  136. Pay Ratio Disclosure

    Pay Ratio Disclosure As a result of rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), beginning for fiscal years starting January 1, 2017, the SEC requires disclosure of the ratio of the median employee’s annual total compensation to that of our CEO. The Company’s CEO for 2023 was Mr. Speetzen. As of October 1, 2022, when we identified the median employee, our employee population, including all full-time, part-time, seasonal and temporary workers, consisted of approximately 16,132 individuals, of which 8,566 or approximately 53% were working in the United States, 7,566 or approximately 47% were working outside the United States and 4,980 or approximately 31% were salaried. Given the logistical difficulties and significant difference in the composition of total compensation in our operations in India, China, Japan and Vietnam, we elected to exclude all of our employees in India (304 employees), China (211 employees), Japan (10 employees), and Vietnam (234 employees) from our determination of the median employee. This meant that we excluded a total of 759 employees, or 4.7% of our total employee population, from the calculation. The median employee was selected from an adjusted employee population of approximately 15,373 full-time, part-time, seasonal and temporary workers, consisting of 8,566 employees in the United States and 6,807 employees located outside the United States. The median employee was identified using gross wages including overtime, vacation, jury duty, and sick time paid during the nine-month period from January 1, 2022 to October 1, 2022, and excluded any variable compensation such as equity awards, bonuses, commissions, and allowances for items such as cell phones and cars for employees which are not widely distributed throughout the employee population. Wages paid in foreign currencies were converted into U.S. dollars using the exchange rate as of October 1, 2022. For purposes of this disclosure, we did not repeat the process described above again in 2023 because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. As a result, under SEC rules, we are allowed to again use last year’s median employee for purposes of this year’s pay ratio calculation and disclosure. However, we have substituted a new median employee for the 2022 median employee because, due to substantial 2023 compensation changes for the 2022 median employee, it is no longer appropriate to use the 2022 median employee for purposes of this calculation and disclosure (the 2022 median employee would no longer be representative of the median employee during 2023). As permitted by SEC rules, the new median employee was identified from the same population as the 2022 median employee and has compensation that is substantially similar to that of the median employee originally identified in 2022. The 2023 annual total compensation for the median employee was calculated using the same methodology used for our NEOs as set forth on the 2023 Summary Compensation Table on page 58. This resulted in the median employee’s annual total compensation in 2023 as shown below.

  137. Pay Ratio Disclosure

    | Annual Total Compensation of Median Employee | $47,311 | | Annual Total Compensation of CEO (Mr. Speetzen) | $8,873,477 |

  138. Pay Ratio Disclosure

    Based on this information for fiscal year 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 188:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

  139. Pay Ratio Disclosure

    | 2024 Proxy Statement - | | 72 |

  140. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our Company, illustrating pay versus performance, or PVP.

  141. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO Wine ($)(1) | Compensation Actually Paid to PEO Wine ($)(1)(4) | Summary Compensation Table Total for PEO Speetzen ($)(2) | Compensation Actually Paid to PEO Speetzen ($)(2)(4) | Avg. Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions)(7) | Adjusted EPS ($)(8) | | | | | | | | | Company TSR(5) | S&P 1500 Leisure TSR(6) | | | | 2023 | N/A | N/A | 8,873,477 | 6,091,505 | 3,084,958 | 2,296,051 | 102.50 | 101.83 | 502.8 | 9.16 | | 2022 | N/A | N/A | 8,764,103 | 7,956,973 | 3,391,580 | 3,114,271 | 106.51 | 97.46 | 447.1 | 10.40 | | 2021 | N/A | N/A | 9,758,906 | 10,909,327 | 4,432,529 | 5,484,661 | 113.33 | 139.52 | 493.9 | 9.13 | | 2020 | 8,137,459 | 4,798,447 | N/A | N/A | 3,293,726 | 2,701,454 | 96.20 | 115.06 | 124.8 | 7.74 |

  142. Pay Versus Performance Disclosure

    | (1) 2020 principle executive officer (PEO): S. Wine | | (2) 2021-2023 PEO: M. Speetzen | | (3) The non-PEO named executive officers (NEOs) reflects the following individuals in each year: | | 2023: R. Mack, K. Pucel, S. Menneto, and S. Eastman | | 2022: R. Mack, K. Pucel, S. Menneto, and S. Eastman | | 2021: R. Mack, K. Pucel, S. Menneto, and L. Clark Dougherty | | 2020: M. Speetzen, K. Pucel, S. Menneto, and S. Eastman |

  143. Pay Versus Performance Disclosure

    | (4) Compensation Actually Paid (CAP) illustrated in the table above for 2023 is calculated by making the following adjustments from the Summary Compensation Table (SCT) totals as follows: |

  144. Pay Versus Performance Disclosure

    | Item and Value Added (Deducted) | 2023 | | For PEO: | Speetzen | | - SCT “Stock Awards” column value | $3,300,279 | | - SCT “Option Awards” column value | $3,417,543 | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $4,801,428 | | +/- change in fair value (from prior year-end to Covered Year-end) of Covered Year-end outstanding equity awards granted prior to Covered Year | $(1,337,444) | | +/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in years prior to Covered Year that vested in Covered Year | $471,866 | | For Non-PEO Named Executive Officers (Average): | | | - SCT “Stock Awards” column value | $905,412 | | - SCT “Option Awards” column value | $937,531 | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $1,317,223 | | +/- change in fair value (from prior year-end to Covered Year-end) of Covered Year-end outstanding equity awards granted prior to Covered Year | $(574,434) | | +/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in years prior to Covered Year that vested in Covered Year | $311,247 |

  145. Pay Versus Performance Disclosure

    | 2024 Proxy Statement - | | 73 |

  146. Pay Versus Performance Disclosure

    Please note that, while similar adjustment information was provided in our 2023 proxy statement for 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because it is not material to our stockholders’ understanding of the information reported in the PVP table for 2023 or the relationship disclosures provided below.

  147. Pay Versus Performance Disclosure

    | (5) For each year, our cumulative TSR was calculated for a period beginning with our closing price on NYSE on December 31, 2019 through and including the last day of such year (each one-year, two-year, three-year and four-year period, a “Measurement Period”), assuming dividend reinvestment. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the year-end value of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. | | (6) For purposes of this PVP disclosure, our peer group is the S&P 1500 Leisure Index (“Peer Group”). For each year, Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the Peer Group. | | (7) Net Income is the amount reported in the Company’s audited financial statements for the applicable year. | | (8) Adjusted EPS is calculated as $9.16. For more information on how this financial performance measure is determined, see page 40. |

  148. Pay Versus Performance Disclosure

    The charts below describe the relationship between the PEO and other NEOs’ CAP to Net Income, Total Shareholder Return, and adjusted EPS, as disclosed in the table above. The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our NEOs for 2023 to our performance:

  149. Pay Versus Performance Disclosure

    | Most Important Performance Measures | | Total Shareholder Return (TSR) | | Net Income | | Adjusted Earnings per Diluted Share (EPS) |

  150. Pay Versus Performance Disclosure

    | 2024 Proxy Statement - | | 74 |