DEF 14A of Polaris Inc.
Filed Mar 19, 2025 · FY20240001308179-25-000167
YOUR VOTE IS IMPORTANT!
| Executive Compensation | 52 | | Summary Compensation Table | 52 | | All Other Compensation Table | 53 | | Grants of Plan-Based Awards | 54 | | Outstanding Equity Awards at Fiscal Year-End | 56 | | Option Exercises and Stock Vested in 2024 | 59 | | Policies and Practices Regarding the Timing of Grants of Certain Equity Awards | 60 | | Nonqualified Deferred Compensation | 60 | | Potential Payments Upon Termination or Change In Control | 63 | | Severance Arrangements with Named Executive Officers | 63 | | Equity Award Treatment Upon Termination | 64 | | Non-Compete and Non-Solicitation Agreements | 64 | | Potential Payments to Our Named Executive Officers Upon Termination | 65 | | Potential Payments to Our Named Executive Officers | 66 | | Pay Ratio Disclosure | 68 | | Pay Versus Performance Disclosure | 69 | | Equity Compensation Plan Information | 71 | | Proposal 2 — Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers | 72 | | Proposal 3 — Certificate of Incorporation Amendment | 73 | | Background | 73 | | Effect of the Charter Amendment | 73 | | Required Vote | 73 | | Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm | 74 | | Audit Committee Report | 75 | | Fees Paid to Independent Registered Public Accounting Firm | 76 | | Security Ownership of Certain Beneficial Owners and Management | 77 | | Questions and Answers about the Annual Meeting and Voting | 79 | | Submission of Shareholder Proposals and Nominations | 83 | | Cautionary Note Regarding Forward-Looking Statements | 83 | | Additional Information | 84 | | Householding | 84 | | Annual Reports | 84 |
Information About the Director Nominees and Continuing Directors
Information About the Director Nominees and Continuing Directors
Information About the 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 2025 Annual Meeting (Class I Term Ending 2028) | | | | | | | | | Bernd F. Kessler | 66 | 2010 | Yes | | | X | C | | Lawrence D. Kingsley | 62 | 2016 | Yes | | X | | X | | Gwynne E. Shotwell | 61 | 2019 | Yes | X | | | X | | Directors with terms expiring 2026 (Class II) | | | | | | | | | George W. Bilicic* | 61 | 2017 | Yes | X | | C | | | Gary E. Hendrickson | 68 | 2011 | Yes | | C | X | | | Gwenne A. Henricks | 67 | 2015 | Yes | X | | | X | | Directors with terms expiring 2027 (Class III) | | | | | | | | | Kevin M. Farr* | 67 | 2013 | Yes | C | X | | | | Darryl R. Jackson* | 64 | 2021 | Yes | X | | X | | | Michael T. Speetzen | 55 | 2021 | No | | | | | | John P. Wiehoff(1) | 63 | 2007 | Yes | | X | X | |
Information About the Director Nominees and Continuing Directors
X Member C Chair * Audit Committee Financial Experts (1) Board Chair
Information About the Director Nominees and Continuing Directors
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Compensation Program Design
Compensation Program Design Our executive compensation program is designed to motivate our executives to develop strategies and pursue priorities that promote growth and deliver strong returns to stockholders. Below we illustrate the key tenets of our compensation program and percentage of the 2024 target total direct compensation opportunity for Mr. Speetzen and the other NEOs (excluding Mr. Pucel, who did not receive long-term incentive compensation due to his retirement) as a group represented by each compensation component. The annual incentive amounts are based on full year annual incentive plan targets.
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). The Board, upon recommendation of the Corporate Governance and Nominating Committee, unanimously recommends a vote FOR the election of the Class I nominees as directors.
Director Nominees — Class I (Term Ending 2025)
Director Nominees — Class I (Term Ending 2025)
Director Nominees — Class I (Term Ending 2025)
| Age 66 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, regulatory/compliance 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 which has facilities throughout Europe, the 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 at AlliedSignal Corp and its successor, Honeywell International Inc. | | | 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. ● Serves as the Chairman of ProXES GmbH and on the board of KE Fischer GmbH |
Director Nominees — Class I (Term Ending 2025)
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Director Nominees — Class I (Term Ending 2025)
| Age 62 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, both 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 ● Advisory Director to Berkshire Partners, private equity investment firm (since May 2016) – Serves on the boards of Consolidated Precision Products and Harvey Performance, both Berkshire Partners portfolio companies. ● Serves on the board and is President of the Thousand Islands Land Trust | | Age 61 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 brings to the Board her 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 ● Serves as a director of the Minerva Project and SpaceX, and a Trustee of Northwestern University. |
Director Nominees — Class I (Term Ending 2025)
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Director Nominees — Class I (Term Ending 2025)
| Continuing Directors — Class II (Term Ending 2026) | | | Age 61 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, a large law firm, earlier in his career and during his time at Lazard. Such skills were further advanced more recently when he served 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) ● Serves on the boards of the Mayo Clinic and Georgetown University Law Center |
Director Nominees — Class I (Term Ending 2025)
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Director Nominees — Class I (Term Ending 2025)
| Age 68 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 | | Age 67 Director since: 2015 INDEPENDENT Committees: ● Audit ● Technology & Innovation | GWENNE A. HENRICKS | | | Skills and Qualifications: Ms. Henricks has substantial manufacturing industry expertise, and strategy and M&A and global experience, developed over her 35-year career at Caterpillar, Inc., the world’s largest manufacturer of construction equipment. 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 ● Serves on the board of Decision Sciences International Corporation and the Bradley University Engineering Advisory Committee |
Director Nominees — Class I (Term Ending 2025)
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Director Nominees — Class I (Term Ending 2025)
| Continuing Directors — Class III (Term Ending 2027) | | | Age 67 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 as 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 ● Serves on the board of West Los Angeles Ronald McDonald House Charities | | Age 64 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 ● Serves on the boards of the North Carolina Automobile Dealers Association and Securian Financial |
Director Nominees — Class I (Term Ending 2025)
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Director Nominees — Class I (Term Ending 2025)
| Age 55 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 ● Held positions of increasing responsibility in the finance functions of Honeywell and General Electric | | Age 63 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 |
Director Nominees — Class I (Term Ending 2025)
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Director Nominees — Class I (Term Ending 2025)
Compensation for independent directors is divided into cash and stock components. The Compensation Committee conducts an annual review of our independent director compensation and makes a recommendation for changes, as appropriate, to the Board. For 2024, 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 2023, 20-company peer group (described in this proxy statement). After completing its review, in consultation with Willis Towers Watson, the Compensation Committee recommended no changes to our Board member fees and deferred stock unit grants effective April 25, 2024. The principal features of the compensation received by our independent directors are described below. Mr. Speetzen, our CEO, receives no compensation for his service as a director.
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth the compensation earned by each of our independent directors for the year ended December 31, 2024.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | George W. Bilicic | 140,000 | 149,987 | 3,973 | 293,960 | | Kevin M. Farr | 147,500 | 149,987 | 5,401 | 302,888 | | Gary E. Hendrickson | 142,500 | 149,987 | 34,101 | 326,588 | | Gwenne A. Henricks | 122,500 | 149,987 | 7,197 | 279,684 | | Darryl R. Jackson | 125,000 | 149,987 | 8,659 | 283,646 | | Bernd F. Kessler | 132,500 | 149,987 | – | 282,487 | | Lawrence D. Kingsley | 120,000 | 149,987 | 20,913 | 290,900 | | Gwynne E. Shotwell | 122,500 | 149,987 | 10,746 | 283,233 | | John P. Wiehoff | 292,500 | 149,987 | 4,693 | 447,180 |
2024 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, Kingsley, and Wiehoff, each of the current directors deferred all fees otherwise payable to him or her in 2024. The deferred amounts were converted into CSEs at the then current market price per share of our common stock, with the exception of Mr. Farr who deferred his fees into a Fidelity investment account. The aggregate number of CSEs held by each independent director as of December 31, 2024 is reflected in the “Stock Awards” column of the “Independent Directors — Outstanding Equity Awards at Fiscal Year-End” table appearing below. | | (2) On April 25, 2024, the continuing independent directors were each awarded under the 2024 Omnibus Incentive Plan 1,801 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 $83.28 per unit and was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) based on the closing market price of our common stock on the award date. The aggregate number of deferred stock units and CSEs held by each independent director as of December 31, 2024 is reflected in the “Stock Awards” column of the “Independent Directors — Outstanding Equity Awards at Fiscal Year-End” table appearing below. | | (3) The following table provides more information on the type and amount of benefits included in the All Other Compensation column. |
2024 Director Compensation Table
| Name | Perquisites ($)(a) | Gross Up on Perquisites ($)(b) | Total ($) | | George W. Bilicic | 2,255 | 1,718 | 3,973 | | Kevin M. Farr | 3,065 | 2,336 | 5,401 | | Gary E. Hendrickson | 19,352 | 14,749 | 34,101 | | Gwenne A. Henricks | 4,084 | 3,113 | 7,197 | | Darryl R. Jackson | 4,914 | 3,745 | 8,659 | | Bernd F. Kessler | – | – | – | | Lawrence D. Kingsley | 11,868 | 9,045 | 20,913 | | Gwynne E. Shotwell | 6,098 | 4,648 | 10,746 | | John P. Wiehoff | 2,663 | 2,030 | 4,693 |
2024 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. |
2024 Director Compensation Table
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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, 2024.
Independent Directors — Outstanding Equity Awards at Fiscal Year-End
| Name | Stock Awards(1) | | George W. Bilicic | 20,489 | | Kevin M. Farr | 17,489 | | Gary E. Hendrickson | 40,127 | | Gwenne A. Henricks | 26,174 | | Darryl R. Jackson | 4,909 | | Bernd F. Kessler | 47,451 | | Lawrence D. Kingsley | 19,683 | | Gwynne E. Shotwell | 16,800 | | John P. Wiehoff | 77,889 |
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 2024 Omnibus Incentive Plan, and the Polaris Inc. 2017 Omnibus Incentive Plan, as Amended (the “2017 Omnibus Incentive Plan”) and the accompanying dividend equivalent units credited on each form of award. |
Independent Directors — Outstanding Equity Awards at Fiscal Year-End
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Independent Directors — Outstanding Equity Awards at Fiscal Year-End
The Compensation Discussion and Analysis (“CD&A”) describes our compensation objectives and policies and the compensation awarded to our Named Executive Officers (“NEOs”) for 2024. Our NEOs for 2024 are:
Independent Directors — Outstanding Equity Awards at Fiscal Year-End
| Name | Title | | Michael T. Speetzen | Chief Executive Officer | | Robert P. Mack | Chief Financial Officer and Executive Vice President – Finance and Corporate Development | | Stephen L. Eastman(1) | Former President – Parts, Garments and Accessories (PG&A) and Aftermarket | | Michael D. Dougherty | President – On Road and International | | James P. Williams | Senior Vice President – Chief Human Resources Officer | | Steven D. Menneto(2) | Former President – Off Road | | Kenneth J. Pucel(3) | Former Executive Vice President – Global Operations and Chief Technology Officer |
Independent Directors — Outstanding Equity Awards at Fiscal Year-End
| (1) Mr. Eastman stepped down from his role as President, PG&A and Aftermarket on December 31, 2024. | | (2) Mr. Menneto resigned from the Company on July 19, 2024. | | (3) Mr. Pucel retired from the Company on April 12, 2024. |
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.
Key Compensation Decisions
| Base Salary | Increases for the CEO of 4.0% and other NEOs ranging from 0% to 5.6% based on individual performance and applicable market data. | | Annual Incentive Plan | Actual incentive payouts for 2024, as a percentage of base salary, ranged from 40.0% to 67.5%. The Company was determined to have achieved Adjusted EPS of $3.25 under the supplemental bonus plan adopted in the second half of the year, warranting payouts of an annual cash incentive to each of our NEOs (with the exception of Messrs. Menneto and Pucel). Payouts under the supplemental bonus plan were half of the full year bonus plan target opportunities. | | Stock Options | Stock options were granted to NEOs (with the exception of Mr. Pucel), which generally vest in three equal installments on February 11, 2025, February 10, 2026 and February 9, 2027. The options have an exercise price of $89.96, which was the closing price of a share of our common stock on the January 31, 2024 grant date. | | Performance Restricted Stock Units (“PRSUs”) | 2022-2024 PRSU Awards: The Company’s PRSU awards for the 2022-2024 performance period paid out at 12.1% of target. The 2022–2024 PRSUs were based on target performance objectives for adjusted revenue of $8,860 million, EBITDA Margin percentage at 13.5%, EBITDA at $1,196 million, and relative TSR rank of the 50th percentile. The Company achieved slightly above the threshold level for adjusted revenue and below the threshold for EBITDA Margin, EBITDA, and relative TSR, resulting in a total payout below the target payout. The Company’s PRSU awards for the 2022–2024 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 EBITDA Margin or revenue metrics. The Company achieved an adjusted ROIC for 2024 of 12.6%. 2024-2026 PRSU Awards: The Compensation Committee granted NEOs (with the exception of Mr. Pucel) PRSU awards for the 2024-2026 performance period with target performance objectives for adjusted revenue of $9,051 million, EBITDA Margin percentage at 14.5%, EBITDA at $1,312 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 (with the exception of Mr. Pucel) that generally vest in full on February 9, 2027. |
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) | ● Reward achievement of annual Company, and for certain executives, business unit objectives ● Link pay to performance ● Align performance objectives with interests of our stockholders | ● Target incentive opportunity based on responsibilities of position, expected level of contribution and consideration of market data ● Potential payouts based on attainment of a specified level of financial performance ● Actual payouts 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 (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 | ● All grants are approved by the Compensation Committee ● Target incentive opportunity based on responsibilities of position, expected level of contribution and consideration of market data ● PRSUs are earned based on the degree to which specified financial objectives are attained over a three-year performance period ● Actual earned PRSUs are determined by the Compensation Committee ● 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 | | 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 48 |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee engages Willis Towers Watson (“WTW”) to act as its independent compensation consultant. The Compensation Committee uses its compensation consultant in an advisory role for various technical, analytical, and plan design issues related to our compensation and benefit programs, including collecting market information on a variety of executive pay and design issues and assisting in the design and review of programs such as our long-term incentive program and annual cash incentive plan. In addition, WTW attends substantially all Compensation Committee meetings and provides the Compensation Committee with 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. The Compensation Committee has assessed the independence of WTW pursuant to the rules of the SEC and concluded no conflict of interest exists that would prevent the independent representation of the Compensation Committee.
Role of the Independent Compensation Consultant
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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 2024 compensation of the executive officers are listed below:
2024 PEER GROUP
2024 PEER GROUP
2024 PEER GROUP
| AGCO Corporation | Fortive Corporation | Pentair plc | | BorgWarner Inc. | Harley-Davidson, Inc. | Snap-On Incorporated | | Brunswick Corporation | Hasbro, Inc. | Stanley Black & Decker, Inc. | | Dana Incorporated | LKQ Corporation | The Timken Company | | Donaldson Company, Inc. | Mattel, Inc. | The Toro Company | | Dover Corporation | Oshkosh Corporation | Thor Industries, Inc. | | Flowserve Corporation | Parker-Hannifin Corporation | |
2024 PEER GROUP
Both management and the Compensation Committee believe that the peer group of the 20 companies listed above (the “Peer Group”) provided a robust statistical set of comparison data to serve as an initial factor for comparative purposes for 2024 compensation decisions. In connection with the compensation decisions made for 2024, Willis Towers Watson utilized data from the Willis Towers Watson 2023 General Industry Executive Compensation Database and our Peer Group companies in the market review. The following table summarizes our scale relative to our peer group.
2024 PEER GROUP COMPARISON
2024 PEER GROUP COMPARISON
2024 PEER GROUP COMPARISON
| | Revenue ($)(1) | Market Capitalization ($)(2) | Employee (#) | | 25th Percentile | $4,580 | $5,755 | 13,750 | | Median | $5,805 | $7,680 | 18,750 | | 75th Percentile | $10,965 | $13,440 | 34,325 | | Polaris | $7,175 | $3,213 | 15,000 | | Polaris Percentile | 56th | 4th | 33rd |
2024 PEER GROUP COMPARISON
| (1) Revenue reflected the most recent fiscal year-end. | | (2) As of December 31, 2024. |
2024 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 target 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. In 2024, the target annual incentive opportunity for our NEOs ranged from 80% to 135%, as a percentage of base salary. The Compensation Committee can and does, however, use discretion to adjust a component of pay, or target total direct compensation generally, above or below these ranges to recognize the specific circumstances and performance of individual executive officers.
2024 PEER GROUP COMPARISON
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Base Salaries
| (1) With respect to Mr. Williams, the Committee considered a range of data, including market data, to align his base salary with the market for his position. |
Annual Incentive Compensation
Annual Incentive Compensation
Overview
Overview Our NEOs and other members of senior management selected by the Compensation Committee are eligible to earn annual cash incentive compensation under our Annual Incentive Plan (“AIP”). Cash incentives to participants in the AIP are generally payable only if and to the degree we achieve annual financial performance objectives determined by the Compensation Committee. The performance objectives are based on one or more business criteria specified in the AIP.
Bonuses for Fiscal 2024 Performance
Bonuses for Fiscal 2024 Performance As in 2023, the Compensation Committee selected adjusted earnings per diluted share (“Adjusted EPS”) as the primary performance metric for determining payout of the 2024 annual cash incentive award. Adjusted EPS determined by adjusting GAAP EPS for: integration and acquisition-related expenses; corporate restructuring and product wind down costs; amortization expense for intangible assets acquired through business combinations; certain class action litigation-related expenses; and impairment charges related to other intangible assets and investments. 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 early 2024, the Compensation Committee also determined that for global business unit (“GBU”) leaders, including Messrs. Dougherty, Menneto and Eastman, 30% of their incentive awards under the AIP would instead be based on a business unit performance component. For 2024, the Compensation Committee decided that the GBU component would be evaluated based on two categories, weighted equally: revenue and gross profit dollars, but to receive above target payout for revenue, the applicable GBU must meet or exceed an established gross profit margin target. For 2024, there were no increases in the target payouts (expressed as a percentage of base salary) from 2023. The target payouts under the annual cash incentive for the full year (“Full Year Bonus Plan”) were set by the Compensation Committee at 135% for Mr. Speetzen, 100% for Messrs. Mack, Eastman, Dougherty, Pucel, and Menneto, and 80% for Mr. Williams. 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.
Bonuses for Fiscal 2024 Performance
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Bonuses for Fiscal 2024 Performance
In the second half of 2024, the Compensation Committee adopted a supplemental bonus plan (the “2H Bonus Plan”) as a strategic retention tool due to the likelihood that there would not be any payout under the Full Year Bonus Plan given the prolonged downcycle in the powersports industry, the unforeseen lower retail demand, and the Company’s strategic reduction in shipments. The 2H Bonus Plan was a supplementary bonus plan to the Full Year Bonus Plan but only one of the plans could pay out. Under the 2H Bonus Plan, the NEOs’ new target bonus amounts were 50% of their original target bonuses. The GBU leaders were also participants in the 2H Bonus Plan. The Compensation Committee set the Adjusted EPS target, which related to the Company’s full 2024 fiscal year, of the 2H Bonus Plan as a strategic retention tool given the continued pressure on the Company from prolonged sales declines due to the Company’s decision to ship fewer units in response to continued challenges for the industry, lower retail demand, and to actively manage dealer inventory. 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 2024 annual cash incentive payouts, including the NEOs’:
Bonuses for Fiscal 2024 Performance
| ● | Leadership in a difficult environment with pressure on the powersports industry; | | ● | Management in a complex economy with unforeseen headwinds; 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. |
Bonuses for Fiscal 2024 Performance
In determining the Company’s 2024 performance for purposes of the performance matrix, the Compensation Committee used the Company’s full year Adjusted EPS of $3.25, which was at the target level performance of $3.25 in the 2H Bonus Plan performance matrix for 2024. The full year Adjusted EPS of $3.25 was below the $6.60 floor to enter the Full Year Bonus Plan performance matrix for 2024 so no pay out was achieved under the Full Year Bonus Plan. The estimated threshold, target and maximum payments under the Full Year Bonus Plan for 2024 are reflected in the “Estimated Potential Payouts Under Non-Equity Incentive Plan Awards” column in the Grants of Plan-Based Awards in 2024 table on page 54. For the 2H Bonus Plan, at threshold, the payout is 16% to 27% of base salary. At target, the payout range is 40% to 67.5% of base salary. At maximum, the payout range is 80% to 135% of base salary. The amounts actually paid in connection with the AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table on page 52. The final performance levels and Adjusted EPS, determined as described above, are summarized in the following table:
Bonuses for Fiscal 2024 Performance
| Adjusted EPS | 2H Bonus Plan | Full Year Bonus Plan | | Threshold | $1.30 | $6.60 | | Target | $3.25 | $8.25 | | Maximum | $4.88 | $9.08 | | Actual | $3.25 | $3.25 |
Bonuses for Fiscal 2024 Performance
The following table shows the suggested payout as a percentage of earned salary under the 2H Plan derived from the performance matrix at a determined Adjusted EPS final result of $3.25. The actual amount paid in March 2025 under the 2H Bonus Plan for each of our NEOs, after taking into account the factors identified above, is as follows:
Bonuses for Fiscal 2024 Performance
| Name | Suggested Payout as % of Base Salary(1) | Actual Incentive Payout as a % of Base Salary | Actual Incentive Amount Paid ($) | | Michael T. Speetzen | 67.5% | 67.5% | 792,585 | | Robert P. Mack | 50.0% | 50.0% | 360,500 | | Stephen L. Eastman | 50.0% | 50.0% | 306,875 | | Michael D. Dougherty | 50.0% | 50.0% | 296,125 | | James P. Williams | 40.0% | 40.0% | 225,000 | | Steven D. Menneto(2) | - | - | – | | Kenneth J. Pucel(2) | - | - | – |
Bonuses for Fiscal 2024 Performance
| (1) Based upon a target percentage of base salary, the Company’s EPS performance, and a payout curve tied to grade level. | | (2) Messrs. Menneto and Pucel were not eligible to participate in the 2H Bonus Plan. |
Bonuses for Fiscal 2024 Performance
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Long-Term Incentive Compensation
Long-Term Incentive Compensation
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 2024. All equity-based awards were granted under the 2017 Omnibus Incentive Plan prior to the adoption of the 2024 Omnibus Incentive Plan in April 2024. 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 2024 long-term incentive awards granted to our NEOs were allocated 50% to stock options, 25% to PRSUs, and 25% to RSUs.
Stock Option Awards
Stock Option Awards Stock option awards granted under the 2017 Omnibus Incentive Plan during 2024 to our NEOs generally vest in three equal installments on February 11, 2025, February 10, 2026, and February 9, 2027, and have an exercise price of $89.96, which was the fair market value (closing price) of a share of our common stock on the January 31, 2024, grant date. Each option has a 10-year term. In addition to the scheduled vesting, options granted to executives in 2024 vest as follows:
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. |
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. The number of shares subject to each NEO’s 2024 stock option award is as follows:
Stock Option Awards
| Named Executive Officer | Number of Shares Subject to Stock Option | | Michael T. Speetzen | 111,803 | | Robert P. Mack | 34,603 | | Stephen L. Eastman | 25,166 | | Michael D. Dougherty | 25,166 | | James P. Williams | 20,369 | | Steven D. Menneto | 34,603 | | Kenneth J. Pucel(1) | – |
Stock Option Awards
| (1) Mr. Pucel did not receive long-term incentive compensation because he notified the Company of his intent to retire prior to the grant date of the 2024 awards. |
Stock Option Awards
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Performance Restricted Stock Unit Awards (PRSUs)
Performance Restricted Stock Unit Awards (PRSUs) PRSU awards are made to each of our NEOs pursuant to the 2017 Omnibus Incentive Plan. 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 2024 vest as follows:
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. |
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 vested had the NEO remained employed through the end of the performance period 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.
2024-2026 PRSU PERFORMANCE METRICS
2024-2026 PRSU PERFORMANCE METRICS
2024-2026 PRSU PERFORMANCE METRICS
| | Weight of Metric | Threshold | Target | Maximum | | EBITDA Margin* (in %) | 25% | 11.4% | 14.5% | 15.5% | | EBITDA (in millions) | 25% | $771 | $1,312 | $1,472 | | Revenue* (in millions) | 25% | $6,765 | $9,051 | $9,494 | | Relative TSR (percentile) | 25% | 25th | 50th | ≥90th |
2024-2026 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. |
2024-2026 PRSU PERFORMANCE PERIOD POTENTIAL PAYOUTS
2024-2026 PRSU PERFORMANCE PERIOD POTENTIAL PAYOUTS
2024-2026 PRSU PERFORMANCE PERIOD POTENTIAL PAYOUTS
| Name | Threshold Stock Units (#) | Target Stock Units (#) | Maximum Stock Units (#) | | Michael T. Speetzen | 1,976 | 19,755 | 39,510 | | Robert P. Mack | 611 | 6,114 | 12,228 | | Stephen L. Eastman | 445 | 4,447 | 8,894 | | Michael D. Dougherty | 445 | 4,447 | 8,894 | | James P. Williams | 360 | 3,599 | 7,198 | | Steven D. Menneto | 611 | 6,114 | 12,228 | | Kenneth J. Pucel(1) | – | – | – |
2024-2026 PRSU PERFORMANCE PERIOD POTENTIAL PAYOUTS
| (1) Mr. Pucel did not receive long-term incentive compensation because he notified the Company of his intent to retire prior to the grant date of the 2024 awards. |
2022-2024 PRSU PERFORMANCE METRICS
2022-2024 PRSU PERFORMANCE METRICS
2022-2024 PRSU PERFORMANCE METRICS
| | Weight of Metric | Threshold(1) | Target(1) | Maximum(1) | Actual Results | Percent of Total Payout Earned (%) | | EBITDA Margin* (in %) | 25% | 11.9% | 13.5% | 14.6% | 8.9% | – | | EBITDA (in millions) | 25% | $780 | $1,196 | $1,368 | $635 | – | | Revenue* (in millions) | 25% | $5,951 | $8,860 | $9,371 | $7,175 | 12.1% | | Relative TSR (percentile) | 25% | 25th | 50th | ≥90th | 8.4% | – |
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. The Company achieved an adjusted ROIC of 12.6%. | | (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. |
2022-2024 PRSU PERFORMANCE METRICS
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Restricted Stock Unit Awards
Restricted Stock Unit Awards RSUs awarded to our NEOs during 2024 were granted under the 2017 Omnibus Incentive Plan and generally vest in full on February 9, 2027. No dividend equivalents are paid on the RSUs. In addition to the scheduled vesting, RSUs granted to executives in 2024 vest as follows:
Restricted Stock Unit Awards
| ● | Change in Control. Each outstanding RSU will become immediately vested 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. | | ● | 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. |
Restricted Stock Unit Awards
The number of shares subject to each NEO’s 2024 RSU awards is as follows:
Restricted Stock Unit Awards
| Named Executive Officer | RSUs Granted | | Michael T. Speetzen | 19,755 | | Robert P. Mack | 6,114 | | Stephen L. Eastman | 4,447 | | Michael D. Dougherty | 4,447 | | James P. Williams | 3,599 | | Steven D. Menneto | 6,114 | | Kenneth J. Pucel(1) | – |
Restricted Stock Unit Awards
| (1) Mr. Pucel did not receive long-term incentive compensation because he notified the Company of his intent to retire prior to the grant date of the 2024 awards. |
Restricted Stock Unit Awards
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Retirement Benefits
Retirement Benefits We sponsor a qualified 401(k) Plan in which our NEOs may participate on the same general basis as our employees, and which allows participants to make plan contributions on a pre-tax basis and to which we make Company-matching contributions dollar-for-dollar with employee contributions up to 5% of covered compensation. We have also adopted a SERP intended to increase contributions limited by the application of the IRS 401(k) annual compensation limit. Additionally, participation in the SERP offsets employee stock option plan (“ESOP”) contributions generally provided to our non-executive employee population. The SERP provides executives who participate in the 401(k) Plan, including the NEOs, with the opportunity to defer up to 100% of their base salary, up to 100% of amounts payable under the AIP, and PRSU and RSU awards by making contributions to 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 assists executives in accumulating funds on a tax-advantaged basis for retirement and is consistent with observed competitive practices of similarly situated companies. We do not maintain a defined benefit pension plan or a defined benefit supplemental pension plan for our executive officers or non-executive employee population. We do, however, provide certain benefits and perquisites to NEOs upon a qualifying retirement. These benefits and perquisites include:
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 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 vested 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. |
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:
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. |
Severance Arrangements
The severance arrangements are described in more detail beginning on page 63 under the caption entitled “Potential Payments Upon Termination or Change-in-Control.”
Summary Compensation Table
Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2022, 2023, and 2024, as applicable, the annual compensation paid to or earned by our NEOs.
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 | 2024 | 1,174,200 | – | 3,318,386 | 3,554,217 | 792,585 | 186,736 | 9,026,124 | | | 2023 | 1,123,750 | – | 3,300,279 | 3,417,543 | 811,348 | 220,557 | 8,873,477 | | | 2022 | 1,065,154 | – | 2,957,842 | 2,875,026 | 1,603,057 | 263,024 | 8,764,103 | | Robert P. Mack Chief Financial Officer and Executive Vice President – Finance and Corporate Development | 2024 | 721,000 | – | 1,027,008 | 1,100,029 | 360,500 | 2,043,709 | 5,252,246 | | | 2023 | 687,500 | – | 893,293 | 925,040 | 445,500 | 145,164 | 3,096,497 | | | 2022 | 631,539 | – | 874,471 | 850,012 | 760,372 | 139,188 | 3,255,582 | | Stephen L. Eastman Former President – Parts, Garments and Accessories (PG&A) and Aftermarket | 2024 | 613,750 | – | 746,987 | 800,027 | 306,875 | 131,674 | 2,599,313 | | | 2023 | 592,250 | – | 676,070 | 700,009 | 375,872 | 123,201 | 2,467,402 | | | 2022 | 556,539 | – | 720,332 | 700,016 | 667,813 | 183,667 | 2,828,367 | | Michael D. Dougherty President – On Road and International | 2024 | 592,250 | – | 746,987 | 800,027 | 296,125 | 97,016 | 2,532,405 | | James P. Williams Senior Vice President – Chief Human Resources Officer | 2024 | 562,500 | – | 604,542 | 647,531 | 225,000 | 121,269 | 2,160,842 | | | 2023 | 534,625 | – | 603,718 | 625,042 | 286,559 | 111,030 | 2,160,974 | | | 2022 | 513,947 | – | 643,151 | 625,018 | 494,930 | 154,807 | 2,431,853 | | Steven D. Menneto Former President – Off Road | 2024 | 494,900 | – | 1,027,008 | 1,100,029 | – | 60,792 | 2,682,729 | | | 2023 | 687,500 | – | 893,293 | 925,040 | 420,496 | 91,799 | 3,018,128 | | | 2022 | 627,846 | – | 874,471 | 850,012 | 754,580 | 112,356 | 3,219,265 | | Kenneth J. Pucel Former Executive Vice President – Global Operations and Chief Technology Officer | 2024 | 239,333 | – | – | – | – | 2,413,703 | 2,653,036 | | | 2023 | 767,188 | – | 1,158,990 | 1,200,034 | 472,281 | 159,312 | 3,757,805 | | | 2022 | 743,166 | – | 1,234,526 | 1,200,002 | 894,772 | 190,640 | 4,263,106 |
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 2024 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 2024 would be $3,377,988 for Mr. Speetzen, $1,045,451 for Messrs. Mack and Menneto, $760,397 for Messrs. Eastman and Dougherty, and $615,393 for Mr. Williams. The actual value ultimately realized by our NEOs with respect to these PRSU awards will depend on our actual performance against the specified financial goals and the market value of our common stock on the vesting date, and may differ substantially from the grant date fair values shown. The grant date fair value of the time-based RSU awards was computed in accordance with FASB ASC Topic 718, based on the closing market price of our common stock on the grant date. Additional information regarding the 2024 equity awards is set forth below in the Grants of Plan-Based Awards in 2024 table on page 54. |
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table summarizes each grant of an equity or non-equity incentive award during 2024 to each of our NEOs. All equity awards were granted under the 2017 Omnibus Incentive Plan.
Grants of Plan-Based Awards
| | Approval and | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | or Units (#)(3) | Options (#) | Awards ($/Sh) | Awards ($)(4) | | Michael T. Speetzen | | – | 1,585,170 | 3,170,340 | | | | | | | | | | 01/31/24 | | | | 1,976 | 19,755 | 39,510 | | | | 1,688,994 | | | 01/31/24 | | | | | | | 19,755 | | | 1,629,392 | | | 01/31/24 | | | | | | | | 111,803 | 89.96 | 3,554,217 | | Robert P. Mack | | – | 721,000 | 1,442,000 | | | | | | | | | | 01/31/24 | | | | 611 | 6,114 | 12,228 | | | | 522,725 | | | 01/31/24 | | | | | | | 6,114 | | | 504,283 | | | 01/31/24 | | | | | | | | 34,603 | 89.96 | 1,100,029 | | Stephen L. Eastman | | – | 613,750 | 1,227,500 | | | | | | | | | | 01/31/24 | | | | 445 | 4,447 | 8,894 | | | | 380,198 | | | 01/31/24 | | | | | | | 4,447 | | | 366,789 | | | 01/31/24 | | | | | | | | 25,166 | 89.96 | 800,027 | | Michael D. Dougherty | | – | 592,250 | 1,184,500 | | | | | | | | | | 01/31/24 | | | | 445 | 4,447 | 8,894 | | | | 380,198 | | | 01/31/24 | | | | | | | 4,447 | | | 366,789 | | | 01/31/24 | | | | | | | | 25,166 | 89.96 | 800,027 | | James P. Williams | | – | 450,000 | 900,000 | | | | | | | | | | 01/31/24 | | | | 360 | 3,599 | 7,198 | | | | 307,696 | | | 01/31/24 | | | | | | | 3,599 | | | 296,846 | | | 01/31/24 | | | | | | | | 20,369 | 89.96 | 647,531 |
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
| | Approval and | 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 | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | or Units (#)(3) | Options (#) | Awards ($/Sh) | Awards ($)(4) | | Steven D. Menneto | | – | 721,000 | 1,442,000 | | | | | | | | | | 01/31/24 | | | | 611 | 6,114 | 12,228 | | | | 522,725 | | | 01/31/24 | | | | | | | 6,114 | | | 504,283 | | | 01/31/24 | | | | | | | | 34,603 | 89.96 | 1,100,029 | | Kenneth J. Pucel | | – | 222,981 | 445,962 | | | | | | | |
Grants of Plan-Based Awards
| (1) Amounts in these columns represent potential payouts under the Full Year Bonus Plan. Later in 2024, the Company adopted the 2H Bonus Plan as a supplemental plan to the Full Year Bonus Plan as described in further detail above under “Annual Incentive Compensation.” Under the 2H Bonus Plan, the threshold, target and maximum payouts are 50% of those originally approved under the Full Year Bonus Plan (other than with respect to Messrs. Menneto and Pucel, who were not eligible to participate in the 2H Bonus Plan). The threshold payouts under the 2H Bonus Plan are 16% to 27% of salary and the target payouts range from 40% to 67.5% of salary among our NEOs. The maximum payouts represent the maximum payout amounts, which for Mr. Speetzen is 135% of salary, for Messrs. Mack, Eastman, and Dougherty is 100%, and for Mr. Williams is 80%. Messrs. Menneto and Pucel were not eligible for payment under the 2H Bonus Plan. Under the Full Year Bonus Plan and 2H Bonus Plan, 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. These estimated payout amounts are based on each NEO’s salary 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 $89.96, the closing market price of a share of common stock at the applicable measurement date for the award. | | (3) Amounts in this column represent RSUs awarded to the NEOs, which will generally vest in full on February 9, 2027 so long as the NEO remains employed on such date. | | (4) Each amount reported in this column represents the grant date fair value of the applicable award which was determined pursuant to FASB ASC Topic 718. The calculation of the grant date fair value of the PRSU awards discussed in footnote (2) is based partially on a Monte Carlo simulation model for market-based total shareholder return, which accounts for 25% of the award. The actual amounts that will be received by our NEOs with respect to these performance-based awards will be determined at the end of the performance period based upon our actual performance, which may differ from the performance that was deemed probable at the date of grant. For additional information on the valuation assumptions and more discussion with respect to the valuation of equity awards, refer to Note 5 to the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning unexercised stock option awards, unvested RSU awards, and unvested PRSU awards for each of the NEOs as of December 31, 2024, not including awards earned but not vested with a performance period ending December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | 08/03/25 | | | | | | | 78,756 | | 89.39 | 01/25/27 | | | | | | | 28,855 | | 113.01 | 01/31/28 | | | | | | | 42,123 | | 94.54 | 01/29/30 | | | | | | | 26,604 | | 117.37 | 01/27/31 | | | | | | | 25,263 | | 140.03 | 04/30/31 | | | | | | | 54,052(1) | 27,026(1) | 111.32 | 01/26/32 | | | | | | | 26,152(2) | 52,304(2) | 117.78 | 02/01/33 | | | | | | | | 111,803(3) | 89.96 | 01/31/34 | | | | | | | | | | | | | 14,508(4) | 835,951 | | | | | | | | | 19,755(5) | 1,138,283 | | | | | | | 12,914(6) | 744,105 | | | | | | | | | 14,508(7) | 835,951 | | | | | | | | | 19,755(8) | 1,138,283 | | | | Robert P. Mack | 16,109 | | 89.39 | 01/25/27 | | | | | | | 17,313 | | 113.01 | 01/31/28 | | | | | | | 8,312 | | 84.58 | 01/30/29 | | | | | | | 22,769 | | 94.54 | 01/29/30 | | | | | | | 14,002 | | 117.37 | 01/27/31 | | | | | | | 3,570 | | 140.03 | 04/30/31 | | | | | | | 15,981(1) | 7,990(1) | 111.32 | 01/26/32 | | | | | | | 7,079(2) | 14,157(2) | 117.78 | 02/01/33 | | | | | | | | 34,603(3) | 89.96 | 01/31/34 | | | | | | | | | | | | | 3,927(4) | 226,274 | | | | | | | | | 6,114(5) | 352,289 | | | | | | | 3,818(6) | 219,993 | | | | | | | | | 3,927(7) | 226,274 | | | | | | | | | 6,114(8) | 352,289 | | |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | 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 ($)(9) | | Stephen L. Eastman | 9,000 | | 146.63 | 01/28/25 | | | | | | | 32,218 | | 89.39 | 01/25/27 | | | | | | | 19,237 | | 113.01 | 01/31/28 | | | | | | | 28,872 | | 84.58 | 01/30/29 | | | | | | | 27,323 | | 94.54 | 01/29/30 | | | | | | | 16,803 | | 117.37 | 01/27/31 | | | | | | | 13,161(1) | 6,580(1) | 111.32 | 01/26/32 | | | | | | | 5,357(2) | 10,713(2) | 117.78 | 02/01/33 | | | | | | | | 25,166(3) | 89.96 | 01/31/34 | | | | | | | | | | | | | 2,972(4) | 171,247 | | | | | | | | | 4,447(5) | 256,236 | | | | | | | 3,145(6) | 181,215 | | | | | | | | | 2,972(7) | 171,247 | | | | | | | | | 4,447(8) | 256,236 | | | | Michael D. Dougherty | 6,000 | | 146.63 | 01/28/25 | | | | | | | 16,109 | | 89.39 | 01/25/27 | | | | | | | 11,542 | | 113.01 | 01/31/28 | | | | | | | 19,354 | | 94.54 | 01/29/30 | | | | | | | 11,902 | | 117.37 | 01/27/31 | | | | | | | 12,221(1) | 6,110(1) | 111.32 | 01/26/32 | | | | | | | 5,357(2) | 10,713(2) | 117.78 | 02/01/33 | | | | | | | | 25,166(3) | 89.96 | 01/31/34 | | | | | | | | | | | | | 2,972(4) | 171,247 | | | | | | | | | 4,447(5) | 256,236 | | | | | | | 2,799(6) | 161,278 | | | | | | | | | 2,848(7) | 164,102 | | | | | | | | | 4,262(8) | 245,576 | | |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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) | | James P. Williams | 12,000 | | 146.63 | 01/28/25 | | | | | | | 44,748 | | 89.39 | 01/25/27 | | | | | | | 24,046 | | 113.01 | 01/31/28 | | | | | | | 32,809 | | 84.58 | 01/30/29 | | | | | | | 28,461 | | 94.54 | 01/29/30 | | | | | | | 17,503 | | 117.37 | 01/27/31 | | | | | | | 11,751(1) | 5,875(1) | 111.32 | 01/26/32 | | | | | | | 4,783(2) | 9,566(2) | 117.78 | 02/01/33 | | | | | | | | 20,369(3) | 89.96 | 01/31/34 | | | | | | | | | | | | | 2,654(4) | 152,923 | | | | | | | | | 3,599(5) | 207,374 | | | | | | | 2,695(6) | 155,286 | | | | | | | | | 2,654(7) | 152,923 | | | | | | | | | 3,599(8) | 207,374 | | | | Steven D. Menneto | – | – | – | – | – | – | – | – | | Kenneth J. Pucel | 26,000 | | 146.63 | 01/28/25 | | | | | | | 108,000 | | 70.18 | 01/27/26 | | | | | | | 103,816 | | 89.39 | 01/25/27 | | | | | | | 44,244 | | 113.01 | 01/31/28 | | | | | | | 60,368 | | 84.58 | 01/30/29 | | | | | | | 54,645 | | 94.54 | 01/29/30 | | | | | | | 33,605 | | 117.37 | 01/27/31 | | | | | | | 33,841(1) | | 111.32 | 01/26/32 | | | | | | | 27,549(2) | | 117.78 | 02/01/33 | | | | | | | | | | | | | 2,123(4) | 122,327 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents a stock option granted on January 26, 2022 under the 2017 Omnibus Incentive 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 February 1, 2023 under the 2017 Omnibus Incentive 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 January 31, 2024 under the 2017 Omnibus Incentive 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 February 1, 2023 under the 2017 Omnibus Incentive Plan for the three-year performance period beginning January 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, and for Mr. Pucel the target number of units has been prorated due to his retirement. There is no assurance that the target amount will be the actual amount ultimately paid. |
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024
| (5) Represents PRSU awards made on January 31, 2024 under the 2017 Omnibus Incentive Plan for the three-year performance period beginning January 1, 2024 and ending December 31, 2026 (the “2024 PRSU Grant”). Units subject to the 2024 PRSU Grant may be earned and vested after the end of the three-year performance period and prior to March 15, 2027. 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 26, 2022 under the 2017 Omnibus Incentive Plan that will generally vest with respect to 100% of the units on January 26, 2025. For Mr. Dougherty, 121 shares and for Mr. Williams, 113 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. | | (7) Represents a time-based RSU award granted on February 1, 2023 under the 2017 Omnibus Incentive Plan that will generally vest with respect to 100% of the units on February 1, 2026. For Mr. Dougherty, 124 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. | | (8) Represents a time-based RSU award granted on January 31, 2024 under the 2017 Omnibus Incentive Plan that will generally vest with respect to 100% of the units on February 9, 2027. For Mr. Dougherty, 185 shares were withheld in December 2024 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 $57.62 on December 31, 2024, the last business day of the year. The actual value realized by our NEOs could be different based upon the eventual stock prices at the time of settlement. |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table provides information concerning the aggregate number of stock options exercised, and PRSUs and RSUs that vested for each of our NEOs during 2024, and the aggregate dollar values realized by each of our NEOs upon such event.
Option Exercises and Stock Vested in 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Michael T. Speetzen | – | – | 9,566(3) | 782,917 | | Robert P. Mack | – | – | 5,652(3) | 497,175 | | Stephen L. Eastman | – | – | 2,938(3) | 252,218 | | Michael D. Dougherty | – | – | 2,089(3) | 175,838 | | James P. Williams | – | – | 2,895(3) | 250,036 | | Steven D. Menneto | – | – | 2,983(3) | 272,557 | | Kenneth J. Pucel | – | – | 15,440(3) | 1,381,685 |
Option Exercises and Stock Vested in 2024
| (1) Amounts shown in this column include time-based RSUs that vested in 2024 and shares that were issuable to our NEOs in settlement of PRSUs that were earned as of December 31, 2024 for the 2022-2024 performance period. | | (2) 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 2022-2024 PRSUs that were earned as of December 31, 2024 but vested on January 29, 2025, upon the Compensation Committee’s certification that the applicable performance goals had been satisfied. | | (3) This amount represents RSUs that vested January 27, 2024 valued at $91.37 per share in the following amounts: for Mr. Speetzen, 8,003 RSUs; Mr. Mack, 2,690 RSUs; Mr. Pucel, 4,901 RSUs; Mr. Menneto, 2,983 RSUs; Mr. Eastman, 2,557 RSUs; Mr. Dougherty, 1,736 RSUs and Mr. Williams, 2,555 RSUs; PRSUs that vested on January 29, 2025 valued at $48.78 per share in the following amounts: for Mr. Speetzen, 1,563 PRSUs; Mr. Mack, 462 PRSUs; Mr. Pucel, 489 PRSUs; Mr. Menneto, 0 PRSUs; Mr. Eastman, 381 PRSUs; Mr. Dougherty 353 PRSUs; and Mr. Williams, 340 PRSUs. Additionally, for Mr. Mack this amount represents 2,500 PRSUs tied to Marine metrics over a 5 year period that vested on February 15, 2024 valued at $92.93 per share, and for Mr. Pucel, 10,050 RSUs that vested due to his retirement on April 12, 2024 valued at $90.55 per share. Mr. Speetzen elected to defer receipt of 50% of the RSU settlement shares, Mr. Eastman elected to defer receipt of 75% of the RSU settlement shares and 50% of the PRSU settlement shares, and Mr. Pucel 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 2024 on page 60. |
Option Exercises and Stock Vested in 2024
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Potential Payments to Our Named Executive Officers Upon Termination
Potential Payments to Our Named Executive Officers Upon Termination
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 each of the NEOs (other than Messrs. Menneto and Pucel, whose employment terminated during the year) 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 31, 2024, and (ii) the stock price was $57.62 per share, the closing market price of our common stock on December 31, 2024, the last business day of fiscal year 2024. The tables do not reflect payments and benefits that are provided on a non-discriminatory basis to salaried employees generally upon termination, including:
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. |
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, 2024 (see Outstanding Equity Awards at 2024 Fiscal Year-End on page 56), or distributions of plan balances under the SERP (see Nonqualified Deferred Compensation in 2024 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 2024, based upon grade level, multiplied by the number of years between the executive officer’s age and 78 (for those who receive it). Mr. Menneto resigned from the Company on July 19, 2024. He forfeited all of his outstanding equity awards in connection with his departure. Mr. Pucel retired from the Company on April 12, 2024. In connection with his retirement, Mr. Pucel received a payment of $2,319,000, which benefit was part of an inducement for him to join the Company and was a substitute to a comparable retirement benefit he would have received from his prior employer. In addition, Mr. Pucel received full accelerated vesting of stock options and RSUs, and pro-rata continued vesting of PRSUs.
Potential Payments to Our Named Executive Officers Upon Termination
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Potential Payments to Our Named Executive Officers Upon Termination
| | Without Cause Termination by Company ($) | Without Cause Termination Change in Control ($) | Change in Control no Termination ($) | Death or Disability ($) | Retirement ($) | | Michael T. Speetzen | | | | | | | Cash Compensation | 1,996,948 | 4,667,671 | – | – | – | | Annual Cash Incentives(1) | – | – | – | 792,585 | – | | PRSUs(2) | 936,728 | 936,728 | – | 936,728 | – | | Stock Options(3) | – | – | – | – | – | | RSUs(4) | – | 2,718,339 | – | 2,718,339 | – | | Medical and Dental Insurance | 26,140 | – | – | – | – | | Polaris Parts, Garments and Accessories | – | – | – | – | – | | Total | 2,959,816 | 8,322,738 | – | 4,447,652 | – | | Robert P. Mack | | | | | | | Cash Compensation | 1,173,500 | 2,547,093 | – | – | – | | Annual Cash Incentives(1) | – | – | – | 360,500 | – | | PRSUs(2) | 268,279 | 268,279 | – | 268,279 | – | | Stock Options(3) | – | – | – | – | – | | RSUs(4) | – | 798,556 | – | 798,556 | – | | Medical and Dental Insurance | 18,813 | – | – | – | – | | Polaris Parts, Garments and Accessories | – | – | – | – | – | | Total | 1,460,592 | 3,613,928 | – | 1,427,335 | – | | Stephen L. Eastman | | | | | | | Cash Compensation | 994,872 | 2,110,077 | – | – | – | | Annual Cash Incentives(1) | – | – | – | 306,875 | 306,875 | | PRSUs(2) | 199,576 | 199,576 | – | 199,576 | 113,023 | | Stock Options(3) | – | – | – | – | – | | RSUs(4) | 352,462 | 608,698 | – | 608,698 | 352,462 | | Medical and Dental Insurance | 18,813 | – | – | – | 64,502 | | Polaris Parts, Garments and Accessories | – | – | – | – | 151,805 | | Total | 1,565,723 | 2,918,351 | – | 1,115,149 | 988,667 |
Potential Payments to Our Named Executive Officers Upon Termination
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Potential Payments to Our Named Executive Officers Upon Termination
| | Without Cause Termination by Company ($) | Without Cause Termination Change in Control ($) | Change in Control no Termination ($) | Death or Disability ($) | Retirement ($) | | Michael D. Dougherty | | | | | | | Cash Compensation | 887,967 | 1,891,060 | – | – | – | | Annual Cash Incentives(1) | – | – | – | 296,125 | 296,125 | | PRSUs(2) | 199,576 | 199,576 | – | 199,576 | 113,023 | | Stock Options(3) | – | – | – | – | – | | RSUs(4) | 325,380 | 570,956 | – | 570,956 | 325,380 | | Medical and Dental Insurance | 26,140 | – | – | – | 74,058 | | Polaris Parts, Garments and Accessories | – | – | – | – | 152,483 | | Total | 1,439,063 | 2,661,592 | – | 1,066,657 | 961,069 | | James P. Williams | | | | | | | Cash Compensation | 856,559 | 1,844,800 | – | – | – | | Annual Cash Incentives(1) | – | – | – | 225,000 | 225,000 | | PRSUs(2) | 171,074 | 171,074 | – | 171,074 | 100,929 | | Stock Options(3) | – | – | – | – | – | | RSUs(4) | 308,209 | 515,583 | – | 515,583 | 308,209 | | Medical and Dental Insurance | 26,140 | – | – | – | 54,615 | | Polaris Parts, Garments and Accessories | – | – | – | – | 149,098 | | Total | 1,361,982 | 2,531,457 | – | 911,657 | 837,851 |
Potential Payments to Our Named Executive Officers Upon Termination
| (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 2023 and 2024 PRSU awards and assumes the payments would be made by March 2026 and March 2027, 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. |
Potential Payments to Our Named Executive Officers Upon Termination
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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 2024 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 2024 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. In 2023, we substituted a new median employee for the 2022 median employee because, due to substantial 2023 compensation changes for the 2022 median employee, it was 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 2024 annual total compensation for the median employee was calculated using the same methodology used for our NEOs as set forth on the 2024 Summary Compensation Table on page 52. This resulted in the median employee’s annual total compensation in 2024 as shown below.
Pay Ratio Disclosure
| Annual Total Compensation of Median Employee | $45,708 | | Annual Total Compensation of CEO (Mr. Speetzen) | $9,026,124 |
Pay Ratio Disclosure
Based on this information for fiscal year 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 197:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.
Pay Ratio Disclosure
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Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our Company, illustrating pay versus performance, or PVP.
Pay Versus Performance Disclosure
| | Summary Compensation Table Total for PEO Wine ($)(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 $100 Investment Based On: | | | | | Year | | | | | | | Company TSR(5) | S&P 1500 Leisure TSR(6) | Net Income ($ in millions(7) | Adjusted EPS ($)(8) | | 2024 | – | – | 9,026,124 | 1,115,331 | 2,980,095 | 1,221,006 | 64.40 | 87.16 | 110.8 | 3.25 | | 2023 | – | – | 8,873,477 | 6,091,505 | 3,084,958 | 2,296,051 | 102.50 | 101.83 | 502.8 | 9.16 | | 2022 | – | – | 8,764,103 | 7,956,973 | 3,391,580 | 3,114,271 | 106.51 | 97.46 | 447.1 | 10.40 | | 2021 | – | – | 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 | – | – | 3,293,726 | 2,696,883 | 96.20 | 115.06 | 124.8 | 7.74 |
Pay Versus Performance Disclosure
| (1) 2020 principal executive officer (“PEO”): S. Wine | | (2) 2021-2024 PEO: M. Speetzen | | (3) The non-PEO named executive officers (NEOs) reflects the following individuals in each year: | | 2024: R. Mack, K. Pucel, S. Menneto, S. Eastman, M. Dougherty, and J. Williams | | 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 |
Pay Versus Performance Disclosure
| (4) Compensation Actually Paid (“CAP”) illustrated in the table above for 2024 is calculated by making the following adjustments from the Summary Compensation Table (“SCT”) totals as follows: |
Pay Versus Performance Disclosure
| Item and Value Added (Deducted) | 2024 | | For PEO: | Speetzen | | - SCT “Stock Awards” column value | $3,318,386 | | - SCT “Option Awards” column value | $3,554,217 | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $3,443,816 | | +/- change in fair value (from prior year-end to Covered Year-end) of Covered Year-end outstanding equity awards granted prior to Covered Year | $(4,281,209) | | +/- 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 | $(200,797) | | For Non-PEO Named Executive Officers (Average): | | | - SCT “Stock Awards” column value | $692,089 | | - SCT “Option Awards” column value | $741,274 | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $648,733 | | +/- change in fair value (from prior year-end to Covered Year-end) of Covered Year-end outstanding equity awards granted prior to Covered Year | $(909,266) | | +/- 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 | $(65,193) |
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Please note that, while similar adjustment information was provided in our 2024 proxy statement for 2020, 2021, 2022 and 2023, 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 2024 or the relationship disclosures provided below.
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, four-year, and five-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 2024, 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. |
Pay Versus Performance Disclosure
| (6) For purposes of this PVP disclosure, our peer group is the S&P 1500 Leisure Index (“PVP Peer Group”). For each year, PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the PVP Peer Group. |
Pay Versus Performance Disclosure
| (7) Net Income is the amount reported in the Company’s audited financial statements for the applicable year. | | (8) Adjusted EPS is calculated as $3.25. For more information on how this financial performance measure is determined, see page 35. |
Pay Versus Performance Disclosure
The charts below describe the relationship between the PEO and other NEOs’ CAP to the Company’s Total Shareholder Return, Net Income and adjusted EPS, as disclosed in the table above, as well as the relationship between Company Total Shareholder Return and Peer Group Total Shareholder Return. 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 2024 to our performance:
Pay Versus Performance Disclosure
| Most Important Performance Measures | | Total Shareholder Return (TSR) | | Net Income | | Adjusted Earnings per Diluted Share (EPS) |
Pay Versus Performance Disclosure
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