DEF 14A of Polaris Inc., Mar 17, 2026

DEF 14A of Polaris Inc.

Filed Mar 17, 2026 · FY20250001308179-26-000087

Open on EDGAR

  1. Information About the Director Nominees and Continuing Directors

    Information About the Director Nominees and Continuing Directors

  2. 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 2026 Annual Meeting (Class II Term Ending 2029) | | | | | | | | | George W. Bilicic* | 62 | 2017 | Yes | X | | C | | | Gary E. Hendrickson | 69 | 2011 | Yes | | C | X | | | Gwenne A. Henricks | 68 | 2015 | Yes | X | | | X | | Directors with terms expiring 2027 (Class III) | | | | | | | | | Darryl R. Jackson* | 65 | 2021 | Yes | C | | X | | | Michael T. Speetzen | 56 | 2021 | No | | | | | | John P. Wiehoff(1)* | 64 | 2007 | Yes | X | X | X | | | Directors with terms expiring 2028 (Class I) | | | | | | | | | Bernd F. Kessler | 67 | 2010 | Yes | | | X | C | | Lawrence D. Kingsley | 63 | 2016 | Yes | | X | | X | | Gwynne E. Shotwell | 62 | 2019 | Yes | X | | | X |

  3. Information About the Director Nominees and Continuing Directors

    X Member C Chair * Audit Committee Financial Experts (1) Board Chair

  4. Information About the Director Nominees and Continuing Directors

    | 6 | - 2026 Proxy Statement |

  5. Information Concerning Nominees and Continuing Directors

    Information Concerning Nominees and Continuing Directors Our directors, introduced below, bring a broad range of leadership and experience to the boardroom and regularly contribute to the process of 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 satisfy these requirements. With its 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 Board, upon recommendation of the Corporate Governance and Nominating Committee, unanimously recommends a vote FOR the election of the Class II nominees as directors.

  6. Information Concerning Nominees and Continuing Directors

    | Director Nominees — Class II (Term Ending 2029) | | | Age 62 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 in his roles in the practice of law, investment banking and business more generally. 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 when he served as President, 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 (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 (March 2002 to May 2008 and November 2008 to May 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 Board of Trustees of the Mayo Clinic and on various committees, including as Chair of the Audit and Compliance Committee. |

  7. Information Concerning Nominees and Continuing Directors

    | 2026 Proxy Statement | 25 |

  8. Information Concerning Nominees and Continuing Directors

    | Age 69 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: ● James Hardie Industries PLC, a fiber-cement building materials manufacturer (since 2025) Former Public Company Directorships Held during the Past 5 Years: ● The AZEK Company Inc., an outdoor living products manufacturer (2017 - 2025) ● 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 68 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 |

  9. Information Concerning Nominees and Continuing Directors

    | 26 | - 2026 Proxy Statement |

  10. Continuing Directors — Class III (Term Ending 2027)

    Continuing Directors — Class III (Term Ending 2027)

  11. Continuing Directors — Class III (Term Ending 2027)

    | Age 65 Director since: 2021 INDEPENDENT Committees: ● Audit, Chair ● 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 | | Age 56 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 (April 2021 - present) – 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 spun off from ITT Corporation (2011 – 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 ● Serves on the board of Christiansen Group Insurance (since 2025) |

  12. Continuing Directors — Class III (Term Ending 2027)

    | 2026 Proxy Statement | 27 |

  13. Continuing Directors — Class III (Term Ending 2027)

    | Age 64 Director since: 2007 INDEPENDENT BOARD CHAIR since 2021 Committees: ● Audit ● 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) | | | 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 |

  14. Continuing Directors — Class I (Term Ending 2028)

    Continuing Directors — Class I (Term Ending 2028)

  15. Continuing Directors — Class I (Term Ending 2028)

    | Age 67 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, and 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 boards of Incora and Fischer TireTech GmbH |

  16. Continuing Directors — Class I (Term Ending 2028)

    | 28 | - 2026 Proxy Statement |

  17. Continuing Directors — Class I (Term Ending 2028)

    | Age 63 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) ● 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 62 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. |

  18. Continuing Directors — Class I (Term Ending 2028)

    | 2026 Proxy Statement | 29 |

  19. Continuing Directors — Class I (Term Ending 2028)

    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 2025, the Compensation Committee’s prior outside consultant, Willis Towers Watson, assessed the compensation paid to our independent directors against director compensation trends and data from our 2024, 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 May 1, 2025. 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.

  20. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth the compensation earned by each of our independent directors for the year ended December 31, 2025.

  21. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | George W. Bilicic | 140,000 | 149,990 | 3,110 | 293,100 | | Kevin M. Farr(4) | 147,500 | 149,990 | 7,603 | 305,093 | | Gary E. Hendrickson | 142,500 | 149,990 | 36,612 | 329,102 | | Gwenne A. Henricks | 122,500 | 149,990 | 4,375 | 276,865 | | Darryl R. Jackson | 125,000 | 149,990 | 4,476 | 279,466 | | Bernd F. Kessler | 132,500 | 149,990 | – | 282,490 | | Lawrence D. Kingsley | 120,000 | 149,990 | 24,991 | 294,981 | | Gwynne E. Shotwell | 122,500 | 149,990 | 31,105 | 303,595 | | John P. Wiehoff | 292,500 | 149,990 | 3,651 | 446,141 |

  22. 2025 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 2025. 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, 2025 is reflected in the “Stock Awards” column of the “Independent Directors — Outstanding Equity Awards at Fiscal Year-End” table appearing below. | | (2) On May 1, 2025, the continuing independent directors were each awarded under the 2024 Omnibus Incentive Plan 4,320 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 $34.72 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, 2025 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. | | (4) Mr. Farr retired from the Board effective January 14, 2026. |

  23. 2025 Director Compensation Table

    | Name | Perquisites ($)(a) | Gross Up on Perquisites ($)(b) | Total ($) | | George W. Bilicic | 1,765 | 1,345 | 3,110 | | Kevin M. Farr | 4,315 | 3,288 | 7,603 | | Gary E. Hendrickson | 20,777 | 15,835 | 36,612 | | Gwenne A. Henricks | 2,483 | 1,892 | 4,375 | | Darryl R. Jackson | 2,540 | 1,936 | 4,476 | | Bernd F. Kessler | – | – | – | | Lawrence D. Kingsley | 14,660 | 10,331 | 24,991 | | Gwynne E. Shotwell | 17,652 | 13,453 | 31,105 | | John P. Wiehoff | 2,072 | 1,579 | 3,651 |

  24. 2025 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. Directors are also eligible to use one boat and reimbursement of up to $35,000 for the related costs of using, storing, and maintaining the boat. 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. |

  25. 2025 Director Compensation Table

    | 32 | - 2026 Proxy Statement |

  26. 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, 2025.

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

    | Name | Stock Awards(1) | | George W. Bilicic | 28,973 | | Kevin M. Farr | 22,912 | | Gary E. Hendrickson | 49,718 | | Gwenne A. Henricks | 34,602 | | Darryl R. Jackson | 9,656 | | Bernd F. Kessler | 57,228 | | Lawrence D. Kingsley | 25,223 | | Gwynne E. Shotwell | 24,724 | | John P. Wiehoff | 86,553 |

  28. 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. |

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

    | 2026 Proxy Statement | 33 |

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

    This Compensation Discussion and Analysis (“CD&A”) describes our compensation objectives and policies and the compensation awarded to our NEOs for 2025. Our NEOs for 2025 were:

  31. 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 | | James P. Williams | Senior Vice President – Chief Human Resources Officer | | Benjamin D. Duke | President – Marine | | Michael D. Dougherty(1) | Former President – On Road and International |

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

    | (1) Mr. Dougherty retired upon the completion of the separation of the Indian Motorcycle business, which occurred on February 2, 2026. |

  33. 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 superior Company and individual performance. In addition, our program is typically 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 tied to our stock price or explicit financial metrics. We generally target our pay percentile to market median for base salary and above-market median for annual and long-term incentives. Our program, by design, emphasizes equity-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 summarizes some of those policies and practices.

  34. Key Compensation Decisions

    Key Compensation Decisions As described above, 2025 was a year of economic uncertainty and an ever-changing and volatile tariff environment. The Company also experienced increased turnover among key leaders, increasing the need for stability and retention of executives. The Compensation Committee made difficult compensation decisions in 2025 that recognized the continued challenging economic environment, prioritized employee retention, and responded to stockholder feedback. Unlike last year, when the Committee adopted a supplemental bonus plan as a strategic retention tool, in January 2025 the Committee returned to its usual practice of implementing only an annual incentive plan based on full-year Adjusted EBITDA (versus Adjusted EPS in prior years) performance results. The Committee’s rationale for choosing Adjusted EBITDA is described below in the Annual Incentive Compensation Plan section of the CD&A. The Committee also approved a long-term equity compensation component mix for the CEO and the NEOs consisting of stock options and time-based restricted stock units, which the Committee believes was the best way to incentivize key executives during 2025. The Committee did not grant performance-based restricted stock unit awards in 2025 for the first time in several years due to the ongoing economic uncertainty, tariffs and their impact on consumer confidence, and the challenge of setting long-term performance goals in the current environment. In January 2026, the Board concluded that while tariff-driven volatility continued to distort near-term results, the Company remained on track strategically and continued to perform strongly at the dealership level, with customers, and through innovation. As a result of this and to best incentivize key executives, the Compensation Committee determined it was appropriate to maintain a similar equity grant structure adopted in January 2025, but adding in the performance-based premium options along with RSUs. The premium stock options have an exercise price 10% higher than the grant date price. The Compensation Committee is closely monitoring whether our compensation program is effective in balancing our priorities of tying pay to performance, maintaining stability and retaining key employees during a volatile economic period.

  35. Key Compensation Decisions

    | Base Salary | Base salaries were increased by 3.5% for the CEO and the other NEOs based on individual performance and applicable market data. | | Annual Incentive Plan | Actual incentive payouts for 2025, as a percentage of base salary, ranged from 133% to 224%. The Company was determined to have achieved Adjusted EBITDA of $538M, which was above the target level performance of $505M in the AIP performance matrix for 2025. | | Stock Options | The NEOs were awarded stock options, which generally will vest in three equal annual installments. The options have an exercise price of $48.78, which was the closing price of our common stock on the January 29, 2025, grant date. | | Performance Restricted Stock Units (“PRSUs”) | The NEOs did not receive PRSUs in 2025 due to the difficulty of setting long-term performance goals in the current challenging economic environment. | | | 2023-2025 PRSU Awards: The Company’s PRSU awards for the 2023-2025 performance period paid out at 0% of target. The Company achieved slightly above the threshold level for one of the four performance metrics (adjusted revenue) and below the threshold for the other three performance metrics (EBITDA Margin, EBITDA and relative TSR). These PRSU awards 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. ROIC is defined as net operating profit after tax (“NOPAT) for the last twelve months divided by average invested capital. ROIC may be adjusted under pre-established guidelines to account for certain other non-recurring items (or events). The Company achieved an adjusted ROIC for 2025 of 10.4%, thus there was no payout of the awards. | | Restricted Stock Units (“RSUs”) | To provide stability to the total compensation package and a service-based benefit that maintains a focus on stock growth, the NEOs were granted RSUs that generally will vest in three equal annual installments. |

  36. Executive Compensation Program Components

    | | Component | Purpose | Terms | | Fixed | Base Salary | ● Provide a fixed level of consistent compensation | ● 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 – 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 ● 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 and RSUs in 2025; Stock Options, PRSUs and RSUs in prior years) | ● 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 | ● Target incentive opportunity based on responsibilities of position, expected level of contribution and consideration of market data ● Stock options provide value only if our stock price increases over the option term, generally ten years ● RSUs will vest ratably over a three-year period subject to the recipient’s continued employment ● PRSUs will be earned, or not, based on the degree to which specified financial objectives are attained over a three-year performance period, with results certified by the Compensation Committee. PRSUs were not granted in 2025 | | Other | Benefits and Perquisites | ● Provide an overall compensation package that is competitive with those offered by companies with which we compete for executive talent ● Provide retirement income and promote retirement savings in a tax-efficient manner | ● 401(k) plan ● Health and welfare plans generally made available to our employees ● Supplemental medical, dental and vision coverage through BeniComp ● Non-qualified supplemental retirement savings plan (“SERP”) with an employer match ● Only perquisites that are highly prevalent in the market are made available, and perquisites are not key drivers to the overall competitiveness of total compensation |

  37. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2025, the Compensation Committee made a change from its prior compensation consultant, Willis Towers Watson, to engage Aon to act as its independent compensation consultant to serve in an advisory role for various technical, analytical, and plan design issues related to our compensation and benefit programs. Among other things, Aon collects market information on a variety of executive pay and design issues and assists in the design and review of programs such as our long-term incentive program and annual cash incentive plan. In addition, one or more representatives from Aon attend 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. The Compensation Committee has assessed the independence of Aon (and had previously assessed the independence of its prior compensation consultant) pursuant to the rules of the SEC and concluded no conflict of interest exists that would prevent the independent representation of the Compensation Committee.

  38. Role of the Independent Compensation Consultant

    | 40 | - 2026 Proxy Statement |

  39. Market Competitiveness Review

    Market Competitiveness Review The compensation peer group is established each July and is used generally as a reference for setting compensation for the following year. Our compensation consultant and the Compensation Committee periodically review the composition of the peer group of companies to assess whether it continues to be an appropriate group for comparison. The peer group begins with companies within one of several relevant Global Industry Classification Standard sectors and is further limited by considering company size (revenue and number of employees), market capitalization, industry, and business model. The Compensation Committee made no changes to the peer group for 2025. The companies that make up the peer group used to establish the 2025 compensation of the executive officers (the Peer Group) are listed below:

  40. Market Competitiveness Review

    | 2025 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 | |

  41. 2025 PEER GROUP COMPARISON

    2025 PEER GROUP COMPARISON

  42. 2025 PEER GROUP COMPARISON

    | | Revenue ($)(1) | Market Capitalization ($)(2) | Employee (#) | | 25th Percentile | 4,564 | 6,090 | 12,250 | | Median | 5,355 | 8,383 | 18,700 | | 75th Percentile | 10,167 | 12,891 | 27,925 | | Polaris | 7,152 | 3,558 | 14,500 | | Polaris Percentile | 57th | 7th | 35th |

  43. 2025 PEER GROUP COMPARISON

    | (1) Revenue reflected the most recent fiscal year-end. | | (2) As of December 31, 2025. |

  44. 2025 PEER GROUP COMPARISON

    Both management and the Compensation Committee believe that the Peer Group provided a robust statistical set of comparison data to serve as an initial factor for comparative purposes for 2025 compensation decisions. In addition, the Compensation Committee considered data from its prior consultants’ 2024 General Industry Executive Compensation Database. The reports furnished by the compensation consultant 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 amounts for each executive officer to the market amounts. The Compensation Committee generally intends to target base salaries for our executive officers at the market median for comparable positions as set forth in these reports.

  45. 2025 PEER GROUP COMPARISON

    | 2026 Proxy Statement | 41 |

  46. Annual Incentive Compensation

    Annual Incentive Compensation

  47. 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 extent we achieve annual financial performance objectives based on one or more business criteria, as determined by the Compensation Committee.

  48. 2025 Performance Metrics and Target Bonus Amounts

    2025 Performance Metrics and Target Bonus Amounts After consideration of several factors and industry practices, the Compensation Committee selected Adjusted EBITDA as the primary performance metric for determining payouts of the 2025 annual cash incentive awards. Adjusted EBITDA is defined as net (loss) income, excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash, non-recurring, or non-operating items impacting net (loss) income from time to time. Adjusted EBITDA was chosen because it is a well-understood financial measure communicated in the public disclosures of our financial results and it closely aligns to the Company’s true cash flow performance. In addition, the Compensation Committee believes that using Adjusted EBITDA drives accountability deeper in the organization and aligns with industry benchmarks. In early 2025, the Compensation Committee also determined that for strategic business unit (“SBU”) leaders, including Messrs. Dougherty and Duke, a portion (30% for Dougherty and Duke) of their incentive awards under the AIP would be based on a business unit performance component. For 2025, the Compensation Committee decided that the SBU component would be evaluated based on two metrics - revenue and gross profit dollars - weighted equally, but to earn an above target payout for revenue, the applicable SBU must meet or exceed an established gross profit margin target.

  49. 2025 Performance Metrics and Target Bonus Amounts

    | 42 | - 2026 Proxy Statement |

  50. 2025 Performance Metrics and Target Bonus Amounts

    The target payouts and relevant performance metrics for the NEOs are set forth below:

  51. 2025 Performance Metrics and Target Bonus Amounts

    | | | Performance Metrics | | | | Name | Target Bonus (% of base salary) | EBITDA (%) | SBU Revenue (%) | SBU Gross Profit Dollars (%) | | Michael T. Speetzen | 135% | 100% | N/A | N/A | | Robert P. Mack | 100% | 100% | N/A | N/A | | James P. Williams | 80% | 100% | N/A | N/A | | Benjamin D. Duke | 100% | 70% | 15% | 15% | | Michael D. Dougherty | 100% | 70% | 15% | 15% |

  52. 2025 Performance Metrics and Target Bonus Amounts

    All of the NEOs’ 2025 target bonus percentages were consistent with their 2024 target awards except for Mr. Duke’s, which was increased from 80% to 100%. The Compensation Committee set these target percentages based on each NEO’s level of responsibility and expected contributions and the 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.

  53. Annual Incentive Plan Goals, Results and Payouts

    Annual Incentive Plan Goals, Results and Payouts The threshold, target and maximum EBITDA performance goals and payouts as a percent of target under the AIP for 2025 are reflected below.

  54. Annual Incentive Plan Goals, Results and Payouts

    | | Threshold EBITDA | Target EBITDA | Maximum EBITDA | | EBITDA Goals (in millions) | $227 | $505 | $556 | | Payout | 40% | 100% | 200% |

  55. Annual Incentive Plan Goals, Results and Payouts

    The final performance level for 2025 Adjusted EBITDA was $538M, which was 106.6% of the target performance level of $505M, resulting in a payout percentage of 165.6% of target. The following table shows the payouts as a percentage of earned salary under the AIP based on the performance results described above:

  56. Annual Incentive Plan Goals, Results and Payouts

    | Name | Incentive Payout as a % of Base Salary | Incentive Amount Paid ($) | | Michael T. Speetzen | 223.6% | 2,719,747 | | Robert P. Mack | 165.6% | 1,237,077 | | James P. Williams | 132.5% | 774,907 | | Benjamin D. Duke | 137.1% | 818,791 | | Michael D. Dougherty | 163.8% | 1,005,190 |

  57. Annual Incentive Plan Goals, Results and Payouts

    | 2026 Proxy Statement | 43 |

  58. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  59. Overview

    Overview The Company’s long-term incentive compensation typically emphasizes performance-based equity vehicles. In prior years, equity awards have been divided among stock options, RSUs, and PRSUs. In 2025, the Company withdrew guidance amid tariff and consumer uncertainty. Due to the economic uncertainty and the challenge of setting long-term performance goals, the Compensation Committee chose to provide a mix of stock options and RSUs but no PRSUs. The 2025 long-term incentive awards granted to the CEO were divided equally between stock options and RSUs. Awards for the other NEOs were allocated 40% to stock options and 60% to RSUs. The number of shares and target values of the NEOs equity awards are show below:

  60. Overview

    | Named Executive Officer | Number of Shares Subject to Stock Option | RSUs Granted | Target Value ($) | | Michael T. Speetzen | 269,192 | 75,052 | 7,322,000 | | Robert P. Mack | 102,942 | 43,051 | 3,500,000 | | James P. Williams | 67,648 | 28,291 | 2,300,000 | | Benjamin D. Duke | 64,706 | 27,061 | 2,200,000 | | Michael D. Dougherty | 47,059 | 19,681 | 1,600,000 |

  61. Overview

    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 2025. All equity-based awards were granted under the 2024 Omnibus Incentive Plan.

  62. Stock Option Awards

    Stock Option Awards Stock option awards granted during 2025 to our NEOs generally vest in three equal installments on February 10, 2026, February 9, 2027, and February 8, 2028, and have an exercise price of $48.78, which was the fair market value (closing price) of a share of our common stock on the January 29, 2025, grant date. Each option has a 10-year term. 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 the prior year’s financial results. We do not backdate or reprice stock options and have not engaged in such practices in the past.

  63. Restricted Stock Unit Awards

    Restricted Stock Unit Awards RSUs awarded to our NEOs during 2025 will generally vest in three equal installments on February 10, 2026, February 9, 2027, and February 8, 2028. No dividend equivalents are paid on the RSUs.

  64. Performance Restricted Stock Unit Awards (PRSUs)

    Performance Restricted Stock Unit Awards (PRSUs) PRSU awards may be made to each of our NEOs pursuant to the 2024 Omnibus Incentive Plan. If granted, 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. The NEOs did not receive PRSUs in 2025.

  65. Performance Restricted Stock Unit Awards (PRSUs)

    | 44 | - 2026 Proxy Statement |

  66. 2023-2025 PRSU PERFORMANCE METRICS

    2023-2025 PRSU PERFORMANCE METRICS

  67. 2023-2025 PRSU PERFORMANCE METRICS

    | | Weight of Metric | Threshold | Target | Maximum | Actual Results | Percent of Total Payout Earned (%) | | Adjusted EBITDA Margin* (in %) | 25% | 12.5% | 14.0% | 15.2% | 7.5% | – | | Adjusted EBITDA (in millions) | 25% | $859 | $1,314 | $1,511 | $538 | – | | Revenue* (in millions) | 25% | $6,871 | $9,385 | $9,943 | $7,143 | 10.4% | | Relative TSR (percentile) | 25% | 25th | 50th | ≥90th | 10.5th | – |

  68. 2023-2025 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 10.4%, and therefore no amounts were paid out for the 2023-2025 PRSU awards. |

  69. 2024-2026 PRSU PERFORMANCE METRICS

    2024-2026 PRSU PERFORMANCE METRICS

  70. 2024-2026 PRSU PERFORMANCE METRICS

    | | Weight of Metric | Threshold | Target | Maximum | | Adjusted EBITDA Margin* (in %) | 25% | 11% | 15% | 16% | | Adjusted 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 |

  71. 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. |

  72. 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. The 401(k) Plan 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 that is intended to increase contributions limited by the application of the IRS 401(k) annual compensation limit. Additionally, the NEOs’ participation in the SERP offsets employee stock option plan (“ESOP”) contributions generally provided to our non-executive employee population. The SERP enables executives who participate in the 401(k) Plan, including the NEOs, 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 helps executives accumulate funds for retirement on a tax-advantaged basis 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, including:

  73. 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 and vision 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; | | ● | For the CEO only, continued supplemental medical, dental, and vision coverage through BeniComp; | | ● | 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; and | | ● | Accelerated vesting of unvested stock option and RSU awards and continued vesting of unvested PRSU awards on the terms described under “2025 Long-Term Incentive Compensation,” provided the grant occurred at least 12 months prior to the retirement date and notice of intent to retire was given to the Company at least one year in advance of such retirement and the NEO continues to remain employed with the Company throughout the notice period. |

  74. Severance Arrangements

    Severance Arrangements In April 2025, we entered into new severance arrangements, replacing the prior severance agreements, with our NEOs to provide for certain benefits if an executive officer voluntarily terminates employment, retires, is involuntarily terminated without cause, is terminated without cause in connection with a change in control, or if the executive terminates his or her employment for good reason following a change in control. The new agreements were put into place to align severance terms consistently and make updates to reflect market practice. The severance arrangements with our NEOs are intended to:

  75. Severance Arrangements

    | ● | Allow executive officers weighing potential transactions to remain 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. |

  76. Severance Arrangements

    The severance arrangements are described in more detail beginning on page 61 under the caption entitled “Potential Payments Upon Termination or Change-in-Control.”

  77. Summary Compensation Table

    Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2023, 2024, and 2025, as applicable, the annual compensation paid to or earned by our NEOs.

  78. 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 | 2025 | 1,216,562 | – | 3,292,784 | 3,661,011 | 2,719,747 | 254,533 | 11,144,637 | | | 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 | | Robert P. Mack Chief Financial Officer and Executive Vice President – Finance and Corporate Development | 2025 | 747,027 | – | 1,888,793 | 1,400,011 | 1,237,077 | 126,530 | 5,399,438 | | | 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 | | James P. Williams Senior Vice President – Chief Human Resources Officer | 2025 | 584,923 | – | 1,241,223 | 920,013 | 774,907 | 145,400 | 3,666,466 | | | 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 | | Benjamin D. Duke President – Marine | 2025 | 597,222 | – | 1,187,259 | 880,002 | 818,791 | 128,004 | 3,611,278 | | Michael D. Dougherty Former President – On Road and International | 2025 | 613,669 | – | 863,473 | 640,002 | 1,005,190 | 109,077 | 3,231,411 | | | 2024 | 592,250 | – | 746,987 | 800,027 | 296,125 | 97,016 | 2,532,405 |

  79. 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 actual value ultimately realized by our NEOs with respect to 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 2025 equity awards is set forth below in the Grants of Plan-Based Awards table on page 53. | | (2) Amounts shown in this column represent the grant date fair value of stock option awards granted to each of our NEOs in the fiscal years indicated. Grant date fair value is calculated in accordance with the requirements of FASB ASC Topic 718 using the Black-Scholes method. The assumptions used in determining the grant date fair value of the 2025 awards are set forth in Note 5 to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. | | (3) Amounts shown in this column represent payments under the AIP, and are reported for the year in which the related services were performed and the incentive amounts earned. Additional information about these payments is set forth under the caption “Annual Incentive Compensation” on page | | (4) Amounts shown in this column include Company matching contributions to the 401(k) Plan and SERP, life insurance premiums and the aggregate incremental cost to us of the following perquisites: club dues, financial planning and tax preparation services, BeniComp supplemental medical, dental, and vision coverage, annual physicals, the use of Company products, the receipt of related parts, garments, accessories, services, and related tax gross-ups. These perquisites are described in further detail under the caption “Perquisites” on page 47. Additional detail (including quantification) regarding the components of the amounts shown for 2025 for each of our NEOs is provided in the All Other Compensation Table below. |

  80. Summary Compensation Table

    | 2026 Proxy Statement | 51 |

  81. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  82. 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 2025 to each of our NEOs. All equity awards were granted under the 2024 Omnibus Incentive Plan. No PRSU awards were granted in 2025.

  83. Grants of Plan-Based Awards

    | | Approval | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | and Grant Date | Threshold ($) | Target ($) | Max ($) | Units (#)(2) | Options (#) | Awards ($/ Sh) | Awards ($)(3) | | Michael T. Speetzen | 01/29/25 | - | 1,642,359 | 3,284,718 | | | | | | | 01/29/25 | | | | 75,052 | | | 3,292,784 | | | 01/29/25 | | | | | 269,192 | 48.78 | 3,661,011 | | Robert P. Mack | 01/29/25 | - | 747,027 | 1,494,054 | | | | | | | 01/29/25 | | | | 43,051 | | | 1,888,793 | | | 01/29/25 | | | | | 102,942 | 48.78 | 1,400,011 | | James P. Williams | 01/29/25 | - | 467,939 | 935,877 | | | | | | | 01/29/25 | | | | 28,291 | | | 1,241,223 | | | 01/29/25 | | | | | 67,648 | 48.78 | 920,013 | | Benjamin D. Duke | 01/29/25 | - | 597,222 | 1,194,443 | | | | | | | 01/29/25 | | | | 27,061 | | | 1,187,259 | | | 01/29/25 | | | | | 64,706 | 48.78 | 880,002 | | Michael D. Dougherty | 01/29/25 | - | 613,669 | 1,227,339 | | | | | | | 01/29/25 | | | | 19,681 | | | 863,473 | | | 01/29/25 | | | | | 47,059 | 48.78 | 640,002 |

  84. Grants of Plan-Based Awards

    | (1) Amounts in these columns represent potential payouts under the AIP. The threshold payouts under the AIP are 32% to 54% of salary and the target payouts range from 80% to 135% of salary among our NEOs. The maximum payouts represent the maximum payout amounts, which for Mr. Speetzen is 270% of salary, for Messrs. Mack, Duke, and Dougherty is 200%, and for Mr. Williams is 160%. Under the AIP, the Compensation Committee retains negative discretion to reduce the awards in their absolute discretion and therefore this table does not include a threshold payment amount. These estimated payout amounts are based on each NEO’s salary for the year in which performance occurs. | | (2) Amounts in this column represent RSUs awarded to the NEOs, which will generally vest 1/3 each on February 10, 2026, February 9, 2027, and February 8, 2028, so long as the NEO remains employed on such date. | | (3) 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. 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, 2025. |

  85. Grants of Plan-Based Awards

    | 2026 Proxy Statement | 53 |

  86. 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, 2025, not including awards earned but not vested with a performance period ending December 31, 2025.

  87. 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 | 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 | | | | | | | 81,078 | – | 111.32 | 01/26/32 | | | | | | | 52,304(1) | 26,152(1) | 117.78 | 02/01/33 | | | | | | | 37,268(2) | 74,535(2) | 89.96 | 01/31/34 | | | | | | | – | 269,192(3) | 48.78 | 01/29/35 | | | | | | | | | | | | | 19,755(4) | 1,249,504 | | | | | | | 13,866(5) | 877,025 | | | | | | | | | 18,881(6) | 1,194,223 | | | | | | | | | 71,733(7) | 4,537,112 | | | | 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 | | | | | | | 23,971 | – | 111.32 | 01/26/32 | | | | | | | 14,158(1) | 7,078(1) | 117.78 | 02/01/33 | | | | | | | 11,535(2) | 23,068(2) | 89.96 | 01/31/34 | | | | | | | | 102,942(3) | 48.78 | 01/29/35 | | | | | | | | | | | | | 6,114(4) | 386,711 | | | | | | | 3,927(5) | 248,383 | | | | | | | | | 6,114(6) | 386,711 | | | | | | | | | 43,051(7) | 2,722,976 | | |

  88. Outstanding Equity Awards at Fiscal Year-End

    | 54 | - 2026 Proxy Statement |

  89. 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 | 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 | | | | | | | 17,626 | – | 111.32 | 01/26/32 | | | | | | | 9,566(1) | 4,783(1) | 117.78 | 02/01/33 | | | | | | | 6,790(2) | 13,579(2) | 89.96 | 01/31/34 | | | | | | | – | 67,648(3) | 48.78 | 01/29/35 | | | | | | | | | | | | | 3,599(4) | 227,637 | | | | | | | 2,654(5) | 167,866 | | | | | | | | | 3,599(6) | 227,637 | | | | | | | | | 28,291(7) | 1,789,406 | | | | Benjamin D. Duke | 227 | – | 121.86 | 02/19/31 | | | | | | | 412 | – | 124.58 | 02/18/32 | | | | | | | 7,653(1) | 3,826(1) | 117.78 | 02/01/33 | | | | | | | 6,292(2) | 12,582(2) | 89.96 | 01/31/34 | | | | | | | – | 64,706(3) | 48.78 | 01/29/35 | | | | | | | | | | | | | 3,335(4) | 210,939 | | | | | | | 2,123(5) | 134,280 | | | | | | | | | 3,335(6) | 210,939 | | | | | | | | | 27,061(7) | 1,711,608 | | |

  90. Outstanding Equity Awards at Fiscal Year-End

    | 2026 Proxy Statement | 55 |

  91. 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 D. Dougherty | 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 | | | | | | | 18,331 | – | 111.32 | 01/26/32 | | | | | | | 10,714(1) | 5,356(1) | 117.78 | 02/01/33 | | | | | | | 8,389(2) | 16,777(2) | 89.96 | 01/31/34 | | | | | | | – | 47,059(3) | 48.78 | 01/29/35 | | | | | | | | | | | | | 4,447(4) | 281,273 | | | | | | | 2,848(5) | 180,136 | | | | | | | | | 4,262(6) | 269,572 | | | | | | | | | 18,931(7) | 1,197,386 | | |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (1) 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. | | (2) 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. | | (3) Represents a stock option granted on January 29, 2025 under the 2024 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 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 | | (5) 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. Speetzen, 642 shares were withheld in December 2025, and Mr. Dougherty, 124 shares were withheld in December 2023 to cover FICA/Medicare tax for grants where the executive previously met a portion of the retirement eligibility criteria. | | (6) 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. Speetzen, 874 shares were withheld in December 2025, and for Mr. Dougherty, 185 shares were withheld in December 2024 to cover FICA/Medicare tax for grants where the executive previously met a portion of the retirement eligibility criteria. | | (7) Represents a time-based RSU award granted on January 29, 2025 under the 2017 Omnibus Incentive Plan that will generally vest with respect to one-third of the units on February 10, 2026, February 9, 2027, and February 8, 2028. For Mr. Speetzen, 3,319 shares and for Mr. Dougherty, 750 shares were withheld in December 2025 to cover FICA/Medicare tax for grants where the executive previously met a portion of the retirement eligibility criteria. | | (8) These amounts are based upon our stock price of $63.25 on December 31, 2025, the last 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. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | 56 | - 2026 Proxy Statement |

  94. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  95. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 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 2025, and the aggregate dollar values realized by each of our NEOs upon such event.

  96. Option Exercises and Stock Vested in 2025

    | | 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 | – | – | 12,914(3) | 695,161 | | Robert P. Mack | – | – | 3,818(3) | 205,523 | | James P. Williams | – | – | 2,695(3) | 145,072 | | Benjamin D. Duke | – | – | 1,303(3) | 49,154 | | Michael D. Dougherty | – | – | 2,799(3) | 150,670 |

  97. Option Exercises and Stock Vested in 2025

    | (1) Amounts shown in this column include time-based RSUs that vested in 2025. There were no shares issuable to our NEOs in settlement of PRSUs as of December 31, 2025 for the 2023-2025 performance period because no PRSUs were earned. | | (2) Amounts shown in this column are based on fair market value of a share of our common stock on the applicable vesting date. | | (3) This amount represents RSUs that vested January 24, 2025 valued at $53.83 per share for Mssrs. Speetzen, Mack, Williams and Dougherty. Mr. Duke had 402 RSUs vest on February 18, 2025 valued at $46.25 per share and 901 RSUs vest on May 5, 2025 valued at $33.92 per share. Mr. Speetzen elected to defer receipt of 30% of the RSU settlement shares with an equivalent number of deferred stock units then credited to the Company stock fund in his SERP account, the terms of which are discussed below under Nonqualified Deferred Compensation on page 58. |

  98. Option Exercises and Stock Vested in 2025

    | 2026 Proxy Statement | 57 |

  99. Potential Payments to Our Named Executive Officers Upon Termination

    Potential Payments to Our Named Executive Officers Upon Termination

  100. 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 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, 2025, and (ii) the stock price was $63.25 per share, the closing market price of our common stock on December 31, 2025, the last day of fiscal year 2025. The tables do not reflect payments and benefits that are provided on a non-discriminatory basis to salaried employees generally upon termination, including:

  101. 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. |

  102. 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, 2025 (see Outstanding Equity Awards at Fiscal Year-End on page 54), or distributions of plan balances under the SERP (see Nonqualified Deferred Compensation on page 58). 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, dental, and vision 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 2025, based upon grade level, multiplied by the number of years between the executive officer’s age and 78 (for those who receive it).

  103. Potential Payments to Our Named Executive Officers Upon Termination

    | 64 | - 2026 Proxy Statement |

  104. 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 | 5,767,351 | 8,651,027 | – | – | – | | Annual Cash Incentives(1) | 2,719,747 | 2,719,747 | – | 2,719,747 | 2,719,747 | | PRSUs(2) | 833,003 | 1,249,504 | – | 1,249,504 | 1,249,504 | | Stock Options(3) | 1,184,425 | 3,895,208 | – | 3,895,208 | 3,895,208 | | RSUs(4) | 2,820,009 | 6,608,360 | – | 6,608,360 | 6,608,360 | | Medical and Dental Insurance | 55,608 | – | – | – | 205,598 | | Polaris Parts, Garments and Accessories | – | – | – | – | 417,729 | | Total | 13,380,143 | 23,123,846 | – | 14,472,819 | 15,096,146 | | Robert P. Mack | | | | | | | Cash Compensation | 2,260,500 | 3,767,500 | – | – | – | | Annual Cash Incentives(1) | 1,237,077 | 1,237,077 | – | 1,237,077 | – | | PRSUs(2) | 257,807 | 386,711 | – | 386,711 | – | | Stock Options(3) | 452,937 | 1,489,571 | – | 1,489,571 | – | | RSUs(4) | 1,314,087 | 3,358,069 | – | 3,358,069 | – | | Medical and Dental Insurance | 28,316 | – | – | – | – | | Polaris Parts, Garments and Accessories | – | – | – | – | – | | Total | 5,550,724 | 10,238,928 | – | 6,471,428 | – | | James P. Williams | | | | | | | Cash Compensation | 1,062,000 | 2,124,000 | – | – | – | | Annual Cash Incentives(1) | 774,907 | 774,907 | – | 774,907 | 774,907 | | PRSUs(2) | 151,758 | 227,637 | – | 227,637 | 227,637 | | Stock Options(3) | 297,646 | 978,867 | – | 978,867 | 978,867 | | RSUs(4) | 851,277 | 2,184,908 | – | 2,184,908 | 2,184,908 | | Medical and Dental Insurance | 27,654 | – | – | – | 51,202 | | Polaris Parts, Garments and Accessories | – | – | – | – | 186,906 | | Total | 3,165,242 | 6,290,319 | – | 4,166,319 | 4,404,427 |

  105. Potential Payments to Our Named Executive Officers Upon Termination

    | 2026 Proxy Statement | 65 |

  106. 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 ($) | | Benjamin D. Duke | | | | | | | Cash Compensation | 1,204,800 | 2,409,600 | – | – | – | | Annual Cash Incentives(1) | 818,791 | 818,791 | – | 818,791 | – | | PRSUs(2) | 140,626 | 210,939 | – | 210,939 | – | | Stock Options (3) | 284,702 | 936,296 | – | 936,296 | – | | RSUs(4) | 784,438 | 2,056,827 | – | 2,056,827 | – | | Medical and Dental Insurance | 26,863 | – | – | – | – | | Polaris Parts, Garments and Accessories | – | – | – | – | – | | Total | 3,260,220 | 6,432,453 | – | 4,022,853 | – | | Michael D. Dougherty(5) | | | | | | | Cash Compensation | 1,238,000 | 2,476,000 | – | – | – | | Annual Cash Incentives(1) | 1,005,190 | 1,005,190 | – | 1,005,190 | 1,005,190 | | PRSUs(2) | 187,515 | 281,273 | – | 281,273 | 281,273 | | Stock Options(3) | 207,056 | 680,944 | – | 680,944 | 680,944 | | RSUs(4) | 672,207 | 1,647,093 | – | 1,647,093 | 1,647,093 | | Medical and Dental Insurance | 19,122 | – | – | – | 74,774 | | Polaris Parts, Garments and Accessories | – | – | – | – | 194,184 | | Total | 3,329,090 | 6,090,500 | – | 3,614,500 | 3,883,458 |

  107. Potential Payments to Our Named Executive Officers Upon Termination

    | (1) This amount reflects the pro rata target cash incentive award adjusted for Company performance, if applicable, 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 2024 PRSU awards and assumes the payments would be made by 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. | | (5) Mr. Dougherty’s employment with the Company terminated on February 2, 2026. As previously disclosed, in October 2025, in connection with the separation of our Indian Motorcycle business (the “Transaction”), the Company entered into a Transaction Bonus and Separation Benefits Agreement with Mr. Dougherty, pursuant to which Mr. Dougherty would receive, in lieu of any rights he had under his severance agreement, (i) a transaction bonus equal to four times his then-current base salary ($2,476,000), (ii) his 2025 annual bonus based on the greater of target and actual performance, payable at the same time the Company pays 2025 annual bonuses to its other employees ($1,005,190) and (iii) a prorated portion of his 2026 annual bonus based on target performance and the number of days he worked from January 1, 2026, through the closing of the Transaction ($52,573), in each case, subject to Mr. Dougherty remaining continuously employed through the closing of the Transaction. In addition, because Mr. Dougherty would have satisfied the retirement eligibility requirements at the time of his separation, his equity awards would be treated in accordance with the retirement provisions of the severance agreement (described above), subject to Mr. Dougherty remaining continuously employed through the closing of the Transaction. The value of the accelerated vesting of his awards as of his termination date was $1,480,641 in the aggregate. Mr. Dougherty is also eligible to continue to use Company products pursuant to the Company’s Active Officer Product Program and was deemed to have retired as of the closing of the Transaction for purposes of the Company’s executive retirement benefits and plans. |

  108. Potential Payments to Our Named Executive Officers Upon Termination

    | 66 | - 2026 Proxy Statement |

  109. 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 2025 was Mr. Speetzen. As of October 31, 2025, when we identified the median employee, our employee population, including all full-time, part-time, seasonal and temporary workers, consisted of approximately 14,656 individuals, of which 7,601 or approximately 52% were working in the United States, 7,055 or approximately 48% were working outside the United States and 4,947 or approximately 34% 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 (407 employees), China (175 employees), Japan (8 employees), and Vietnam (61 employees) from our determination of the median employee. This meant that we excluded a total of 651 employees, or 4.4% of our total employee population, from the calculation. The median employee was selected from an adjusted employee population of approximately 14,005 full-time, part-time, seasonal and temporary workers, consisting of 7,601 employees in the United States and 6,404 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 ten-month period from January 1, 2025 to October 31, 2025, 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 31, 2025. The 2025 annual total compensation for the median employee was calculated using the same methodology used for our NEOs as set forth on the Summary Compensation Table on page 51. This resulted in the median employee’s annual total compensation in 2025 as shown below.

  110. Pay Ratio Disclosure

    | Annual Total Compensation of Median Employee | $39,984 | | Annual Total Compensation of CEO (Mr. Speetzen) | $11,144,637 |

  111. Pay Ratio Disclosure

    Based on this information for fiscal year 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 279:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

  112. Pay Ratio Disclosure

    | 2026 Proxy Statement | 67 |

  113. Pay Ratio 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.

  114. Pay Ratio Disclosure

    | Year | Summary Compensation Table Total for PEO Speetzen ($)(1) | Compensation Actually Paid to PEO Speetzen ($)(1)(3) | Avg. Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in Millions(5) | Adjusted EBITDA ($ in Millions)(6) | | | | | | | TSR(4) | S&P 1500 Leisure TSR(4) | | | | 2025 | 11,144,637 | 14,526,291 | 3,977,148 | 5,026,144 | 77.64 | 95.74 | (465.5) | 538.2 | | 2024 | 9,026,124 | 1,115,331 | 2,980,095 | 1,221,006 | 66.94 | 75.75 | 110.8 | 635.4 | | 2023 | 8,873,477 | 6,091,505 | 3,084,958 | 2,296,051 | 106.55 | 88.50 | 502.8 | 1,069.2 | | 2022 | 8,764,103 | 7,956,973 | 3,391,580 | 3,114,271 | 110.71 | 84.71 | 447.1 | 1,096.9 | | 2021 | 9,758,906 | 10,909,327 | 4,432,529 | 5,484,661 | 117.80 | 121.26 | 493.9 | 956.3 |

  115. Pay Ratio Disclosure

    | (1) 2021-2025 principal executive officer (“PEO”): M. Speetzen |

  116. Pay Ratio Disclosure

    | (2) The non-PEO named executive officers (“NEOs”) reflects the following individuals in each year: 2025: R. Mack, M. Dougherty, B. Duke, and J. Williams 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 |

  117. Pay Ratio Disclosure

    | (3) Compensation Actually Paid (“CAP”) illustrated in the table above for 2025 is calculated by making the following adjustments from the Summary Compensation Table (“SCT”) totals as follows: |

  118. Pay Ratio Disclosure

    | Item and Value Added (Deducted) | 2025 | | For PEO: | Speetzen | | - SCT “Stock Awards” column value | $3,292,784 | | - SCT “Option Awards” column value | $3,661,011 | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $10,420,907 | | +/- change in fair value (from prior year-end to Covered Year-end) of Covered Year-end outstanding equity awards granted prior to Covered Year | $336,146 | | +/- 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 | $(421,604) | | For Non-PEO Named Executive Officers (Average): | | | - SCT “Stock Awards” column value | $1,295,187 | | - SCT “Option Awards” column value | $960,007 | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $3,329,446 | | +/- change in fair value (from prior year-end to Covered Year-end) of Covered Year-end outstanding equity awards granted prior to Covered Year | $72,470 | | +/- 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 | $(97,726) |

  119. Pay Ratio Disclosure

    | 68 | - 2026 Proxy Statement |

  120. Pay Ratio Disclosure

    Please note that, while similar adjustment information was provided in our 2025, 2024, and 2023 proxy statements for 2021, 2022, 2023, and 2024, 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 2025 or the relationship disclosures provided below.

  121. Pay Ratio Disclosure

    | (4) For each year, our cumulative Total Shareholder Return (“TSR”) was calculated for a period beginning with our closing price on NYSE on December 31, 2020 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 2025, 2024, 2023, 2022, and 2021, 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. The peer group TSR set forth in this table utilizes the S&P Composite 1500 Leisure Products Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. Historical stock performance is not necessarily indicative of future stock performance. |

  122. Pay Ratio Disclosure

    | (5) Net Income is the amount reported in the Company’s audited financial statements for the applicable year. |

  123. Pay Ratio Disclosure

    | (6) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to CAP to our PEO and Non-PEO NEOs in 2025. Adjusted EBITDA is a non-GAAP measure and is defined in the “2025 Performance Metrics and Target Bonus Amounts” section of the CD&A on page 42. Adjusted EBITDA may not have been the most important financial performance measure for years prior to 2025, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  124. Pay Ratio Disclosure

    Relationship Between PEO and Non-PEO NEO CAP and TSR The following chart sets forth the relationship between CAP for our PEO, the average of CAP for our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the S&P 1500 Leisure TSR. Relationship Between PEO and Non-PEO NEO CAP and Net Income The following chart sets forth the relationship between CAP for our PEO, the average of CAP for our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  125. Pay Ratio Disclosure

    | 2026 Proxy Statement | 69 |

  126. Pay Ratio Disclosure

    Relationship Between PEO and Non-PEO NEO CAP and Adjusted EBITDA ($ Millions) The following chart sets forth the relationship between CAP for our PEO, the average of CAP for our Non-PEO NEOs, and our Adjusted EBITDA ($ Millions) during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking CAP for our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

  127. Pay Ratio Disclosure

    | Most Important Performance Measures | | Relative Total Shareholder Return (TSR) | | Adjusted EBITDA* | | Revenue |

  128. Pay Ratio Disclosure

    | * Non-GAAP measures defined in the “2025 Performance Metrics and Target Bonus Amounts” section of the CD&A on page 42 |

  129. Pay Ratio Disclosure

    | 70 | - 2026 Proxy Statement |

  130. Director Compensation Limit

    Director Compensation Limit In no event will the value of any awards granted to any non-employee director under the Plan in any one calendar year for such service, when added to any cash fees payable to such non-employee director for such service in such calendar year, have an aggregate maximum value (computed as of the date of grant in accordance with financial accounting rules) in excess of $1,000,000.