UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

POLARIS INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
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John P. Wiehoff Chair of the Board

 

On behalf of the Board of Directors and our senior leadership team, I invite you to attend Polaris’ Annual Meeting of Stockholders on April 25, 2024, at 9:00 a.m. Central Time. I consider it a privilege to serve as Chair of the Polaris Board and to serve alongside my fellow Board members as we support the leadership of this great Company.

 

Although 2023 had its challenges, with some operational issues in a complex economic environment, I am proud of the Polaris team’s resilience and focused efforts to adapt, introduce industry-leading vehicles and products, and win the share battle across segments. As we move forward, we continue to focus on operational excellence and innovation, with an active and engaged Board.

 

Your feedback is important to us. We understand that having a highly qualified Board is important to you, so we have made further enhancements to our director biographies to provide additional details on the skills and expertise of each individual director and convey in a matrix how these skills align with each of Polaris’ six strategic pillars. In addition, we retained a third-party independent consultant to do a Board evaluation and I conducted interviews with individual directors to solicit feedback on individual performance and effectiveness.  We also understand and appreciate that our stakeholders value Polaris as a good corporate citizen. As such, in our 2023 Geared for Good Corporate Responsibility Report, we announced our 2035 goals and aspirations evidencing our commitment to measurable, time-specific progress benefitting the environment, our employees, and the community.

 

On behalf of the entire Board, I extend my sincere gratitude to the Company’s employees for their ongoing commitment to innovation and excellence; to our customers for their passion for our products; and finally, to our stockholders, for their trust and support of Polaris and its exciting future.

 

Sincerely,

 

Michael T. Speetzen Chief Executive Officer

 

On behalf of the Polaris team, I want to express our appreciation for your continued support and belief in Polaris’ strong future. Last year proved challenging. We faced headwinds due to rising interest rates and a general uncertainty in the broader macroeconomic environment, along with pressure from operational inefficiencies and demand softening within certain categories. Despite these obstacles, we strengthened our competitive positioning and reinforced why Polaris is the global leader in powersports. From innovative product introductions that set new industry standards, to comprehensive and compelling lineups that delighted customers, we grew share across every segment.

 

We generated over $500 million of adjusted free cash flow in 2023 and we are investing in Polaris as well as creating significant shareholder value. Between dividends and share repurchases, we returned $326 million to stockholders last year, and we remain well ahead of our target to repurchase 10% of our outstanding shares before the end of 2026.

 

The strategy we put forward in 2022 remains unchanged, and while a more difficult path, we remain committed to achieving our 2026 financial targets. Across Polaris, our team is taking a disciplined approach to improve our operations, drive quality, expand margin, and reinvigorate our Lean processes in 2024 and beyond. Combined with our game-changing product and technology pipeline and focus on creating compelling experiences for current and new customers, Polaris is well positioned for long-term, profitable growth.

 

2024 marks 70 years of Polaris helping our customers play, work, and THINK OUTSIDE, as we have evolved from building snowmobiles in a Roseau machine shop to a nearly $9 billion global powersports leader. Polaris has weathered ups and downs over the past seven decades. We’ve grown, adapted, and evolved. What has remained consistent is a passion for innovation, a focus on being better and raising the bar, and a belief that there is no better place to be than the outdoors. Those are the values that motivated our founders, and they continue to drive the Polaris team today.

 

Sincerely,

 

Thursday, April 25, 2024

9:00 a.m. Central Time

Polaris Inc. (Polaris or the Company) will hold its 2024 Annual Meeting of Stockholders (the Annual Meeting) on Thursday, April 25, 2024 at 9:00 a.m. Central Time. The Annual Meeting will be completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/PII2024. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. The proxy materials were either made available to you over the Internet or mailed to you beginning on or about March 13, 2024. At the meeting, our stockholders will be asked to:

Only stockholders of record at the close of business on March 4, 2024 may vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors

Lucy Clark Dougherty
Senior Vice President, General Counsel and Secretary
March 13, 2024

How to Participate in the Virtual Annual Meeting
PARTICIPATE VIA THE INTERNET   To attend the virtual meeting, visit www.virtualshareholdermeeting.com/PII2024		VOTING DURING THE MEETING   To vote your shares during the meeting, click on the vote button provided on the screen and follow the instructions provided		SUBMITTING QUESTIONS   Questions may be submitted live during the meeting by typing them in the dialog box provided on the bottom corner of the screen
For technical assistance on the day of the Annual Meeting, call the support line at 800-986-0822 (Toll Free) or 303-562-9302 (International Toll)

Other Ways to Vote Your Shares
INTERNET   Go to http://www.proxyvote.com and follow the instructions (have the proxy card or internet notice in hand when you access the website)		TELEPHONE   Dial 1-800-690-6903 and follow the instructions (have the proxy card in hand when you call)		MAIL   If you received paper copies of our proxy materials, mark your selection on the enclosed proxy card, date and sign your name, and promptly mail the proxy card in the postage-paid envelope provided
Please see page 96 for proxy voting deadlines. If you are a “street name” stockholder (meaning that your shares are registered in the name of your bank or broker), you will receive instructions from your bank, broker or other nominee describing how to vote your shares.

YOUR VOTE IS IMPORTANT!
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 
2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2024.
The Notice of Annual Meeting, our Proxy Statement for the 2024 Annual Meeting of Stockholders, the proxy card and
our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at https://materials.proxyvote.com/731068.

Table of Contents

Proxy Statement Summary

 

2024 Annual Meeting of Stockholders

 

Date and Time	Place	Proxy Mailing Date	Record Date
Thursday, April 25, 2024 9:00 a.m. Central Time	www.virtualshareholdermeeting.com/PII2024	March 13, 2024	March 4, 2024

 

Voting Roadmap

 

	Proposals	Board Recommendation	Details
•	Proposal 1 – Election of four Class III directors for three-year terms ending in 2027	FOR EACH NOMINEE	Page 29
•	Proposal 2 – Approval, on an advisory basis, of the compensation of our Named Executive Officers	FOR	Page 76
•	Proposal 3 – Approval of the Polaris Inc. 2024 Omnibus Incentive Plan	FOR	Page 77
•	Proposal 4 – Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024	FOR	Page 89

 

HOW TO  VOTE YOUR SHARES
	INTERNET Go to http://www.proxyvote.com  and follow the instructions  (have the proxy card or internet notice in hand when you access the website)	TELEPHONE Dial 1-800-690-6903 and  follow the instructions  (have the proxy card  in hand when you call)	MAIL If you received paper copies of our proxy materials, mark your selection on the enclosed proxy card, date and sign your name, and promptly mail the proxy card in the postage-paid envelope provided
Please see page 96 for proxy voting deadlines. If you are a “street name” stockholder (meaning that your shares are registered in the name of your bank or broker), you will receive instructions from your bank, broker or other nominee describing how to vote your shares.

 

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Director Nominees and Continuing Directors

 

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

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Corporate Governance Highlights

 

At Polaris, we believe that a strong governance framework creates long-term value for our stockholders, strengthens Board and management accountability, and builds trust in Polaris and its brands.

 

 

 

Corporate Governance – What We Do

 

	Independent Board and Committees, and Independent Chair		Board oversight of risk management
	Majority voting standard for uncontested director elections		Age limit of 72 for directors
	Executive sessions of independent directors before and/or after each Board meeting		Non-employee director and executive stock ownership requirements
	Excellent meeting attendance		Robust Code of Conduct applicable to all directors and executives
	Substantive annual Board and Committee self-evaluations and periodic independent Board assessment process		NYSE-compliant “clawback” policy
	Active shareholder engagement program

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Corporate Governance

Our Board of Directors is committed to good corporate governance, which it believes will enhance the long-term stability and value of the Company to the benefit of all stakeholders. The Board believes that transparent disclosure of its governance practices helps stockholders assess the stability and value of the Company. By way of example, the Board’s corporate governance best practices include: 

Back Row: George Bilicic, John Wiehoff, Gary Hendrickson, Darryl Jackson, and Larry Kingsley. Front Row: Bernd Kessler, Gwenne Henricks, Mike Speetzen, Gwynne Shotwell, and Kevin Farr.

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Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines, which may be viewed online on our website at ir.polaris.com/investors/corporate-governance. The Corporate Governance Guidelines cover a range of topics, including director selection and qualification, director responsibilities and operation of the Board, director access to management and independent advisors, succession planning, and the annual evaluations of the Board. The Board annually reviews the Corporate Governance Guidelines and updates them, as appropriate, to reflect oversight best practices and in response to stockholder feedback. In 2023, the Board amended the Corporate Governance Guidelines to add cybersecurity to the Board’s oversight responsibilities in reflection of the Board’s current practice. 

Board Leadership Structure

Our independent Chair of the Board is Mr. Wiehoff. The Board believes that an effective leadership structure could be achieved either by combining or separating the Chair and Chief Executive Officer (CEO) positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. Specifically, the Board believes that to be effective, the governance structure must balance the powers of the CEO and the independent directors and enable the independent directors to be fully informed, able to discuss and debate the issues that they deem important and able to provide effective oversight of management. The Board believes that the separation of the Chair and CEO roles is appropriate for us at this time because it allows our CEO to focus on executing on Company priorities while the independent Chair focuses on leadership of the Board. The Board reassesses the leadership structure of the Board as needed and has the flexibility to choose a different Board leadership structure if and when it believes circumstances warrant.

The duties and responsibilities of the independent Chair, among others, include:

Board Independence

We are committed to having an independent Board. All members of our Board, other than the CEO, are independent under our Corporate Governance Guidelines and the requirements of the New York Stock Exchange (NYSE). Additionally, members of the Board meet in executive session, without management, at the start and/or at the end of each regularly scheduled in-person meeting of the Board and each Committee, and otherwise as deemed appropriate. These executive sessions allow independent directors to speak candidly on any matter of interest, without members of management present, and are a key element to our high-functioning Board.

Board Meetings

During 2023, the full Board met five times. Meetings are typically preceded and/or followed by an executive session of the Board without management in attendance, chaired by Mr. Wiehoff. Each of our directors attended at least 75 percent of the aggregate number of meetings of the Board and any Committee on which that director served in 2023. We do not maintain a formal policy regarding the Board’s attendance at annual stockholder meetings; however, Board members are expected to regularly attend all Board meetings and meetings of the Committees on which they serve as well as the annual stockholder meetings. All members of the Board attended our 2023 Annual Meeting.

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Committees of the Board

The Board has designated four standing Committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Technology & Innovation Committee. Each Committee operates under a written charter which is available on our website at ir.polaris.com/investors/corporate-governance. The current membership of each Committee and its principal functions, as well as the number of times it met during 2023, are described below.

	Board	Audit	Compensation	Corporate Governance  and Nominating	Technology & Innovation
George W. Bilicic*	✕	✕
Kevin M. Farr*	✕		✕
Gary E. Hendrickson	✕			✕
Gwenne A. Henricks	✕	✕			✕
Darryl R. Jackson*	✕	✕		✕
Bernd F. Kessler	✕			✕
Lawrence D. Kingsley	✕		✕		✕
Gwynne E. Shotwell	✕	✕			✕
Michael T. Speetzen	✕
John P. Wiehoff			✕	✕
Number of fiscal year  2023 meetings	5	9	5	4	2

Chair

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Risk Oversight

Our full Board has responsibility for overseeing the Company’s overall approach to risk management and is actively engaged in addressing the most significant risks facing the Company. While the Board and its Committees oversee key risk areas, the Company’s management is responsible for day-to-day risk management identification and mitigation, as well as bringing to the Board’s attention emerging risks and highlighting the top enterprise risks. 

The Board’s oversight of the Company’s most common risks is structured as follows:

To learn more about the risks facing the Company, please see the risks described in Item 1A. Risk Factors in the Company’s 2023 Annual Report on Form 10-K. The risks described in the Company’s 2023 Annual Report are not the only risks facing the Company.

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Oversight of Sustainability and Corporate Responsibility

The Board receives and discusses regular reports on sustainability and corporate responsibility matters, including those related to employee and product safety, human capital management, innovation and technology, and Geared for Good initiatives across the Company. The Corporate Governance and Nominating Committee of the Board has oversight responsibility of sustainability matters under its charter. The Compensation Committee of the Board has oversight of the human capital strategy under its charter. The Company’s Corporate Responsibility Committee members include the CEO, CFO and CHRO, reflecting and leveraging the cross-functional nature of corporate responsibility matters and leverage expertise across our executive team in areas such as Supply Chain, Investor Relations, Human Resources, Manufacturing, Legal, Finance, and Environment, Health and Safety. The Corporate Responsibility Committee is chaired by the General Counsel of the Company. The purpose of the Corporate Responsibility Committee is to advise the Company on matters of significance to the Company and its stakeholders concerning corporate social responsibility and sustainability and to assist the Company’s Board and senior management team in addressing the impact of these matters on the Company’s business, strategies, operations, performance and reputation.

Under the oversight of the Corporate Responsibility Committee and with input from the Board, in 2023 we published our annual Corporate Responsibility Report, which sets forth our ESG priorities, our performance in these areas, and targets for future improvement, including our new 2035 environmental goals. 

Director Orientation and Continuing Education

New directors participate in a comprehensive orientation which includes meetings with senior management to discuss the Company’s strategic plans, financial statements, legal and risk management, corporate responsibility (our Geared For Good framework) and key policies and governance practices. In addition, the Corporate Governance and Nominating Committee regularly reviews and recommends topics for director training for the year. We encourage directors to participate in certain recommended external continuing director education programs and provide reimbursement for expenses associated with these events. Continuing director education is also provided during Board meetings by outside experts who present on issues relevant to the Board’s oversight duties. In 2023, outside experts presented to the Board on topics such as activism, crisis management and investigation, and product platforming. Finally, we provide directors with a quarterly memorandum summarizing relevant SEC, ESG and other corporate governance developments.

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Board Effectiveness and Evaluations

The Corporate Governance Guidelines provide that the Corporate Governance and Nominating Committee will advise the Board and its Committees on their evaluation process in an effort to drive consistency and to vest in one committee the task to think strategically about how to optimize the self-evaluation processes. In addition, the Board retains a third-party independent consultant on a periodic basis, most recently in 2023, to conduct the Board evaluation. Below is a summary of our annual Board and Committee evaluation processes.

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Board Refreshment

The Company’s comprehensive Board and Committee refreshment and succession planning process is designed to enable the Board and each Committee to be comprised of highly qualified directors, with the independence, diversity, skills, and perspectives to provide strong and effective oversight. As a result of this process, in the last five years, the Company has added three new directors resulting in a Board with a comprehensive skill set relevant to our industry and future as well as resulting in a balanced mix of tenures.

Previously, in preparation for launching a director search and after a comprehensive Board evaluation led by a leading external firm, the Corporate Governance and Nominating Committee refreshed its skills matrix. Since that time, the Corporate Governance and Nominating Committee regularly reviews and refreshes its skills matrix. In the past, the Corporate Governance and Nominating Committee has retained a national executive and director search firm to assist the Board in conducting searches to identify potential qualified candidates to be considered for possible appointment to the Board. The independent search firm provided the Corporate Governance and Nominating Committee with background information on candidates as well as an assessment of the qualifications of the potential candidates. The Corporate Governance and Nominating Committee then evaluated and screened the candidates, including interviewing and reviewing the candidates against the criteria for selecting director nominees, including the specific skills discussed below, functional areas of experience, educational background, employment experience, diversity of perspective, and leadership performance. When the Corporate Governance and Nominating Committee deems it in the best interest of the Company to add a new director to the Board, the Committee expects to again retain a national executive director search firm to assist the Board in conducting a search.

Board Diversity

We also recognize the value and strategic importance of Board diversity and that is reflected in our current Board makeup with 30% gender and racial diversity. The Corporate Governance and Nominating Committee considers, as required by its charter as well as the Company’s Corporate Governance Guidelines, the Board’s overall balance of diversity of perspectives, backgrounds, and experiences in areas relevant to the Company’s strategy when selecting Board nominees, as well as race and gender. The Board believes such diversity contributes to its overall effectiveness.

Director Skills and Qualifications Criteria

The Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and perspective on the Board and also evaluates intangible factors it deems appropriate to develop a heterogeneous and cohesive Board, considering characteristics such as integrity, judgment, and diversity of thought, as well as the willingness and ability of the candidate to devote adequate time to Board duties for a sustained period.

In response to stockholder feedback, last year the Corporate Governance and Nominating Committee enhanced its skills matrix to identify skills attributable to each individual director and developed a new matrix to convey how each skill is aligned with each of Polaris’ six strategic pillars.

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Set forth below is a matrix highlighting how our Board skills are aligned with the Company’s six strategic pillars.

Board Skills	Strategic Pillars
	Best Customer Experience	Inspirational Brands	Rider-Driven Innovation	Agile & Efficient Operations	Best Team, Best Culture	Geared For Good
Accounting and Financial Expertise Specialized financial reporting expertise, e.g. experience as a CFO/CPA at Big-4 firm
Consumer Insights/Marketing Expertise  Exec-level role overseeing consumer insights or marketing at a large company
Consumer/Manufacturing Industry Expertise  Exec-level role in the consumer and manufacturing industry
Corporate Governance Experience  Experience serving on and leading boards/committees of other large public companies
Digital/E-Commerce Expertise  Specialized expertise in digital marketing, digital technology, data analytics, and/or AI
Executive Leadership Experience  Current or former executive or CEO at a large company
Global Experience  Current or former executive or CEO role internationally or at global company
Innovation/Technology  Exec-level role overseeing significant innovation
Legal Expertise  Specialized legal qualifications, e.g. experience as a JD at a large firm or company
Product Quality and Safety Expertise  Exec-level role overseeing product quality and safety
Regulatory/Compliance Expertise  Exec-level role in a highly regulated industry or overseeing regulatory/compliance programs
Risk Management/Oversight  Exec-level role with significant enterprise risk-management responsibility
Strategy and M&A  Significant experience leading strategy and M&A matters

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Our Board is comprised of individuals with a diverse mix of experience, backgrounds and skill sets that complement the Company’s long-term strategy. Our directors possess the professional and personal qualifications and attributes necessary to effectively oversee and guide our business and future direction. Set forth below is a matrix identifying the skills possessed by each individual director.

	Director Skills
	George Bilicic	Kevin Farr	Gary Hendrickson	Gwenne Henricks	Darryl Jackson	Bernd Kessler	Lawrence Kingsley	Gwynne Shotwell	Michael Speetzen	John Wiehoff
Accounting and Financial Expertise
Consumer/Manufacturing Industry Expertise
Consumer Insights/Marketing Expertise
Corporate Governance Experience
Digital/ E-Commerce Expertise
Executive Leadership Experience
Global Experience
Innovation/ Technology
Legal Expertise
Product Quality and Safety Expertise
Regulatory/Compliance Expertise
Risk Management/ Oversight
Strategy and M&A
Diversity
Gender
Race/Ethnicity

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Shareholder Engagement

Our shareholder engagement efforts take place throughout the year and involve a member of our Board, when requested, key management leaders, and stockholder representatives. In 2023, Polaris reached out to stockholders representing almost 70% of our outstanding shares, and the management team met with stockholders owning almost 30% of our outstanding shares. The meeting agendas included discussions on various topics, including the Company’s strategy, compensation philosophy, diversity and inclusion initiatives, human capital management, sustainability efforts, product safety and quality, governance practices, and board refreshment. After the engagements, management summarizes the feedback received and then reviews the feedback with the executive team, the Corporate Governance and Nominating Committee and, when relevant, the Compensation Committee and, as appropriate, the Chair of the Corporate Governance and Nominating Committee and of the Compensation Committee review the concerns and recommendations identified by our stockholders with the full Board.

The feedback from these meetings helps inform the Board and management on stockholder priorities and concerns. We listen carefully to our stockholder feedback and, when appropriate, we make changes to address concerns and/or align with best practices. For example, our stockholders requested disclosure of an enhanced skills matrix identifying the skills attributable to each individual director in our proxy statement, so we refined and enhanced our skills matrix in our 2023 proxy statement. In addition, stockholders requested that we refresh our materiality assessment and set more rigorous environmental goals, and, in 2022, we completed a second materiality assessment and announced our new environmental goals in our Corporate Sustainability Report released in May 2023. In 2023, our stockholders did not approve the inclusion of an exclusive forum provision in the Company's Bylaws. As such, we did not include it. We have also received stockholder feedback supporting increased gender and ethnic diversity on our Board. The Board considers this feedback as it regularly reviews the Board's structure and composition.

OUR SHAREHOLDER ENGAGEMENT PROCESS
Assess and Prepare	Outreach and Engagement
• We assess and monitor:   Investor policies and stewardship priorities   Stockholder voting results   Trends in governance, executive compensation, environmental, social, regulatory, and other matters   • We identify and prepare for potential topics that are priorities for our stockholders	• We reach out to our stockholders to request engagement   • Leaders of relevant management teams and a member of our Board, when requested, meet with stockholders to actively solicit input on issues relevant to our stockholders and provide insight on the Company’s policies and strategy
Evaluate	Respond
• Our Board and management team review stockholder input and assess any issues or concerns identified   • Stockholder input and policies are continuously reviewed and considered when implementing best governance practices by our Board and Committees	• Our Board responds and, when appropriate, takes action to align with stockholder feedback   • We enhance our disclosure to provide greater transparency on topics significant to our stockholders   • In 2022, responses included:   Enhancing our skills matrix in the 2023 proxy to identify skills attributable to each individual director and adding a matrix to convey how each skill is aligned with each of Polaris’ six strategic pillars   Completing our second ESG materiality assessment   • In 2023, responses included:   Setting environmental goals, which were announced in our Corporate Sustainability Report released in May 2023   Did not include an exclusive forum provision in the Company's Bylaws when stockholders did not support the proposal

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Director Independence

Under our Corporate Governance Guidelines, which adopt the current standards for “independence” established by the NYSE, a majority of the members of the Board must be independent as determined by the Board. In making its determination of independence, among other things, the Board must have determined that the director has no material relationship with the Company either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with us. The Board of Directors has determined that directors Bilicic, Farr, Hendrickson, Henricks, Jackson, Kessler, Kingsley, Shotwell, and Wiehoff are independent. Accordingly, our entire Board, other than the CEO, and all members of our Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee are considered to be independent. Mr. Speetzen, our CEO and a Board member, is employed by the Company and therefore is not an independent director on the Board under our Corporate Governance Guidelines or NYSE standards.

The Board based its independence determinations, in part, upon a review by the Corporate Governance and Nominating Committee and the Board of certain transactions between the Company and companies with which certain of our directors have relationships, each of which was made in the ordinary course of business, at arm’s length, at prices and on terms customarily available to unrelated third-party vendors or customers generally, in amounts that are not material to our business or the business of such unaffiliated corporation, and in which the director had no direct or indirect personal interest, nor received any personal benefit. Specifically, the Corporate Governance and Nominating Committee and the Board reviewed ordinary course of business purchases by us from Donaldson Company, Inc., and US Bancorp, where Mr. Wiehoff served or continues to serve as a director during the reportable period of 2021 through 2023, ordinary course of business purchases by us from the Mayo Clinic, where Mr. Biilcic serves as a trustee; and ordinary course of business purchases of our products by Space Exploration Technologies Corp., where Ms. Shotwell is President and Chief Operating Officer. All of these payments were less than the greater of $1,000,000 or 2% of the recipient’s gross revenues in fiscal 2021, 2022 and 2023.

Certain Relationships and Related Transactions

During 2023, we did not engage in any transactions with related persons that are required to be described in this Proxy Statement pursuant to applicable SEC regulations.

Our written Related-Person Transactions Policy, which is applicable to all of our directors, nominees for directors, executive officers and 5% stockholders and their respective immediate family members, prohibits “related-person transactions” unless approved by the Corporate Governance and Nominating Committee.

Matters considered to be a related-person transaction subject to the policy include any transaction in which we are directly or indirectly a participant and the amount involved exceeds or reasonably can be expected to exceed $120,000, and in which a director, nominee for director, executive officer or 5% stockholder, or any of their respective immediate family members, has or will have a direct or indirect material interest.

Any potential related-person transaction that is raised will be analyzed by the General Counsel, in consultation with management, as appropriate, to determine whether the transaction or relationship constitutes a related-person transaction requiring compliance with the policy. The potential related-person transaction and the General Counsel’s conclusion and the analysis thereof are also to be reported to the Chair of the Corporate Governance and Nominating Committee.

The Corporate Governance and Nominating Committee reviews the material facts of all related-person transactions that require the Committee’s approval and either approve or disapprove of the related person transaction. If advance Committee approval of a related-person transaction is not feasible, then the related-person transaction is considered and, if the Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting. Any related-person transaction that is not approved or ratified, as the case may be, is voided, terminated or amended, or such other actions shall be taken, in each case as determined by the Committee, to avoid or otherwise address any resulting conflict of interest.

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all employees, including our CEO, our Chief Financial Officer (CFO) and all other executive officers, and the Board. The full Board received Code of Conduct training in 2023. A copy of the Polaris Code of Business Conduct and Ethics is available on our website at ir.polaris.com/investors/corporate-governance. If we waive any of the provisions of the Code of Business Conduct and Ethics with respect to the CEO, CFO, any executive officer or member of the Board that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Securities and Exchange Act of 1934, as amended (the Exchange Act), we intend to disclose such actions on our website at the same location.

Communications with the Board

Under our Corporate Governance Guidelines, a process has been established by which stockholders and other interested parties may communicate with members of the Board. Any stockholder or other interested party who desires to communicate with the Board, individually or as a group, may do so by writing to the intended member or members of the Board, c/o Corporate Secretary, Polaris Inc., 2100 Highway 55, Medina, Minnesota 55340, or by sending an email to PolarisCorporate.Secretary@polaris.com.

All communications received in accordance with these procedures will be reviewed initially by the office of our Corporate Secretary to determine whether the communication is an appropriate message to one or more of our directors and then will be relayed to the appropriate director or directors unless the Corporate Secretary determines that the communication is an advertisement, promotional material, or otherwise inappropriate to disseminate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers to file initial reports of ownership and reports of changes of ownership of our common stock with the SEC. Executive officers and directors are required to furnish us with copies of all Section 16(a) reports that they file. To our knowledge, based solely upon a review of the reports filed by the executive officers and directors during 2023 and written representations that no other reports were required, we believe that during (or prior to) the year ended December 31, 2023, all filing requirements applicable to our directors, executive officers and 10% beneficial owners, if any, were complied with on a timely basis, other than, due to an administrative error, (i) one Form 4 reporting the deferral of shares into the Company's Supplemental Executive Retirement Savings Plan (SERP) for Mr. Speetzen, which was filed late on January 30, 2024 and (ii) one Form 4 reporting the deferral of shares into the Company's SERP and correcting the number of shares withheld for taxes for Mr. Eastman, which was filed late on January 30, 2024.

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Proposal 1 — Election of Directors

General Information

Our Board selected the four nominees based upon their diverse mix of skills, backgrounds, and perspectives, including their functional areas of experience, educational background, employment experience, and leadership performance. Based upon these qualifications and the recommendation of the Corporate Governance and Nominating Committee, our Board proposes that Kevin M. Farr, Darryl R. Jackson, Michael T. Speetzen and John P. Wiehoff be elected as Class III directors for three-year terms expiring in 2027. All nominees are presently Polaris directors who were elected by stockholders at the 2021 Annual Meeting, other than Mr. Speetzen, who was appointed to the Board in 2021. All nominees have terms expiring at the 2024 Annual Meeting.

Executed proxies will be voted for the election of each of the four nominees unless you indicate on the proxy that you vote to “abstain” or vote “against” any or all of the nominees. Our Certificate of Incorporation requires that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election, that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee. A vote to “abstain” will not have an effect in determining the election results. If you are voting by telephone or on the Internet, you will be told how to abstain your vote from some or all of the nominees. Each nominee elected as a director will continue to serve through the expiration of his or her three-year term or until his or her death, resignation or retirement. The Board has ten members and is divided into three classes. The members of one class are elected at each annual meeting of stockholders to serve three-year terms.

We expect each nominee standing for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees designated by the Board, unless an instruction to the contrary is indicated on the proxy. There are no family relationships between or among any of our executive officers, directors or director nominees.

The Board, upon recommendation of the Corporate Governance and Nominating Committee, unanimously recommends a vote FOR the election of these nominees as directors.

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).

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Director Nominees — Class III (Term Ending 2024)

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

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Director Nominees — Class I (Term Ending 2025)

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Director Nominees — Class II (Term Ending 2026)

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Director Compensation

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

Director Fees

Mr. Speetzen, our CEO and a Board member, receives no compensation for his service as a director. Compensation for independent directors is divided into cash and stock components. We currently pay each independent director an annual director’s retainer fee, and our independent Chair and Committee Chairs each receive an additional fee. In addition, we pay committee members an annual fee for committee membership. Any independent director may elect to defer the receipt of all or a specified portion of the retainer and fee payments under the Polaris Inc. Deferred Compensation Plan for Directors (the Director Deferred Compensation Plan) (as described below). The fees are paid according to the following schedule:

Director Stock Ownership Guidelines

The Board has adopted stock ownership guidelines, which provide that each independent director is expected to own, directly or indirectly, shares of our common stock, common stock equivalents and/or deferred stock units (as described below) having a value of at least five times the amount of the annual Board member retainer (a total of $550,000). All independent directors are expected to satisfy the stock ownership guidelines within four years following the date they are first elected to the Board. All directors are in compliance with the stock ownership guidelines.

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Deferred Stock Units

In addition to the director fees, since 2007, we have granted our independent directors an annual award of deferred stock units in an amount determined by the Board. For 2023, the directors were each granted deferred stock units with a target grant date fair value of $150,000. The deferred stock units were issued under our 2007 Omnibus Incentive Plan (as amended and restated April 30, 2020) (the Omnibus Plan) and are fully vested upon issuance. Upon termination of service as a director or upon an earlier change in control of our Company, each independent director will receive one share of common stock for every deferred stock unit credited to the independent director’s account. Dividend equivalents are credited to independent directors as if the deferred stock units are outstanding shares of common stock. Such dividend equivalents are deferred in the same manner as the underlying deferred stock unit and are deemed invested in additional deferred stock units.

Deferred Compensation Plan

We maintain the Director Deferred Compensation Plan for independent directors. An independent director can defer all or a portion of the director fee payments that would otherwise be paid to him or her in cash. Prior to 2020, such deferred amounts were automatically converted into common stock equivalents (CSEs) based on the then fair market value of Polaris common stock. In 2019, the Board updated the Director Deferred Compensation Plan to permit independent directors to elect to defer their compensation into either CSEs or various investment options at Fidelity Investments Inc. (Fidelity) and to permit directors to diversify their current CSE balances into the investment options at Fidelity to facilitate estate and retirement planning. However, the directors are still expected to meet their stock ownership guidelines described above. Each CSE represents the economic equivalent of one share of our common stock. For CSE balances, dividend equivalents are credited to independent directors as if the CSEs are outstanding shares of common stock. Such dividend equivalents are deemed invested in additional CSEs.

As soon as practicable after an independent director’s service on the Board terminates, or such other later distribution date as elected by an independent director, he or she will receive a distribution of the deferred compensation then credited to him or her under the Director Deferred Compensation Plan. If an independent director has CSEs, then shares of our common stock equal to the number of CSEs will be distributed to the director per their deferral election. Upon separation of service from the Board, if an independent director has chosen an investment option at Fidelity, then cash will be distributed to the director per their deferral election. Upon the death of an independent director, either the shares and/or the cash will be issued to his or her beneficiary. Shares of common stock issued for CSEs and dividend equivalents are issued under the Omnibus Plan (or its successor, as applicable). Upon a change in control of our Company (as defined in the Director Deferred Compensation Plan), each independent director will receive a cash payment equal to the value of his or her accumulated deferred compensation.

Use of Polaris Products

We encourage each of our independent directors to use up to ten Polaris products or services of his or her choice, at no charge, to gain a first-hand understanding of the riding experience of our customers and to provide the independent directors with an opportunity to evaluate product design and quality. The products used by the directors can be returned to the Company or purchased at a price greater than cost at the end of a defined usage period based upon months, miles or hours, depending upon the product line. Historically, we have sold the returned products to dealers or through auction at an amount greater than the cost of such products to the Company. In connection with this program, all directors also receive the Company’s parts, garments, accessories, and services at no cost.

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2023 Director Compensation Table

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

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Independent Directors — Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the number of shares of common stock underlying outstanding stock awards for each of the independent directors as of December 31, 2023.

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Compensation Discussion and Analysis

The Compensation Discussion and Analysis (CD&A) describes our compensation objectives and policies and the compensation awarded to our Named Executive Officers (NEOs) for 2023. Our NEOs for 2023 are:

Executive Summary

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.

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What We Do			What We Don’t Do
	Majority of executive pay is performance-based and not guaranteed		No hedging of stock by directors or executives; limited ability to pledge
	Appropriate balance between short-term and long-term compensation to discourage short-term risk taking		No excise tax gross-ups upon a change in control
	“Double trigger” change in control and termination of employment provisions		No payment of dividends or dividend equivalents on unearned or unvested RSUs
	Rigorous stock ownership guidelines: CEO must own 7x his base salary; CFO and EVPs must own 4x base salary, and all other officers must own 2x base salary		No repricing of underwater stock options without shareholder approval
	NYSE-compliant clawback policy allows recovery of cash- or equity-based incentive compensation payments upon occurrence of certain financial restatements
	Varied quantitative performance measures
	Executive sessions following each Compensation Committee meeting

Compensation Program Design

We have designed an executive compensation program that is significantly weighted towards long-term goals. This approach aids us in the retention of executive officers and helps assure that the interests of our executive officers and stockholders are aligned. Although the program emphasizes performance-based and equity-based compensation as a percentage of total direct compensation (base salary and target annual and long-term incentives), we do not have specific policies governing the allocation of the total direct compensation opportunity among its various components. Below we illustrate the key tenets of our compensation program and percentage of the 2023 target total direct compensation opportunity for Mr. Speetzen and the other NEOs as a group represented by each compensation component:

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2023 Performance Highlights⁽¹⁾

Our performance highlights from 2023 demonstrate our ability to execute in a complex environment.

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2023 Key Compensation Decisions 

Consistent with our compensation philosophy of paying for performance, our compensation programs closely link pay and performance. The following are the key compensation actions taken during 2023:

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Return to Stockholders

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

Our 2023 Say on Pay Results 

In making compensation decisions, the Compensation Committee generally considers the results of the Company’s annual stockholder advisory votes approving the Company’s named executive officer compensation, including the most recent advisory vote. Stockholders approved the Company’s Say on Pay proposal at our 2023 Annual Meeting with nearly 95% of the votes cast (excluding abstentions) in favor of the compensation paid to our NEOs. The Compensation Committee maintained a consistent approach from the prior year to the Company’s compensation policies and programs in 2023 based on the strong stockholder support received at the 2023 Annual Meeting, and no changes were made to these policies and programs specifically in response to the advisory vote results.

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Executive Compensation Program Components

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Determining Executive Compensation

Compensation Committee Process

The Compensation Committee is responsible for the review and approval of all aspects of our executive compensation program. The Compensation Committee meets in January or February of each year to: (i) establish the annual base salary and annual incentive compensation opportunity for each of the executive officers for the current year; (ii) determine the actual annual incentive compensation to be paid to each executive officer for their performance during the prior year; (iii) establish plan targets and performance measures for the one-year performance period for the annual incentive and three-year performance period beginning on January 1 of the current year for PRSUs; (iv) determine the number of PRSUs earned, if any, under the long-term incentive program for the three-year performance period ended on the immediately preceding December 31st; and (v) determine stock option awards, RSU awards and any other equity-based awards to be granted to executive officers.

When making individual compensation decisions for the executive officers, the Compensation Committee takes many factors into account. These factors generally include subjective and objective considerations of each individual’s skills, performance and level of contribution towards desired business objectives and global business unit targets (when applicable), the Company’s overall performance, retention concerns, the individual’s tenure and experience with our Company and in his or her current position, the recommendations of management, the individual’s current and historical compensation, the Compensation Committee’s compensation philosophy, and comparisons to other comparably situated executive officers (both those of the Company and those of the peer group companies). The Compensation Committee’s process uses input and analysis from a number of sources, including our management, other independent directors of the Board, the Compensation Committee’s independent compensation consultant (Willis Towers Watson), and market studies and other comparative compensation information as discussed below.

The Compensation Committee uses this information in conjunction with its own review of the various components of our executive compensation program to determine the base salary and annual and long-term incentive targets and opportunities of the executive officers as a group and individually.

Role of Executive Officers in Determining Compensation

The Compensation Committee meets with our CEO and Chief Human Resources Officer (CHRO) annually to review the performance of our other executive officers. The meeting includes an in-depth review of each executive officer, including, achievement of individual performance objectives established at the beginning of the year and individual contributions towards achievement of our business goals.

The Compensation Committee considers input from our CEO, CFO, and CHRO when developing and selecting metrics and performance objectives for our AIP and long-term incentive program and evaluating performance against such pre-established metrics and objectives. The Compensation Committee also receives recommendations from our CEO, with the assistance of our CHRO (for executive officers other than himself), regarding base salary amounts, annual incentive award amounts and equity-based performance incentive awards for our other executive officers. In determining the CEO’s compensation, the Compensation Committee considers performance, comparative compensation information, and input from its independent compensation consultant.

Role of the Independent Compensation Consultant

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

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Market Competitiveness Review

Our compensation consultant and the Compensation Committee periodically review the composition of the peer group of companies about which competitive compensation data is obtained. The peer group is established each July and is used generally for purposes of setting compensation for the following year. The criteria used to select the peer group of companies includes limiting the peer companies to several relevant Global Industry Classification Standard sectors and then considering company size (revenue and number of employees), market capitalization, industry, and business model.

The companies comprising the peer group used to establish the 2023 compensation of the executive officers are listed below and are the same as the 2022 peer group:

2023 PEER GROUP

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

The following table summarizes our scale relative to our 2023 industry peer group as of December 31, 2023.

2023 PEER GROUP COMPARISON

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

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2023 Compensation Decisions

2023 Base Salaries

The Summary Compensation Table on page 58 sets forth the actual base salary earned by each of our NEOs during 2023. Base salary rate increases in 2023 were based on individual performance and were generally implemented to maintain market competitiveness.

The following table reflects the annual base salary rates as established by the Compensation Committee for our NEOs in January 2023. Base salary rates typically go into effect April 1st of each year.

2023 Annual Incentive Compensation

Overview

Our NEOs and other members of senior management selected by the Compensation Committee are eligible to earn annual cash incentive compensation under our 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 2023 Performance 

As in 2022, the Compensation Committee selected adjusted earnings per diluted share (Adjusted EPS) as the primary performance metric for determining payout of the 2023 annual cash incentive award. Adjusted EPS is determined by adjusting GAAP EPS for: discontinued operations; adjustments for corporate restructuring, network realignment costs and supply chain transformation; amortization expense for acquisition-related intangible assets; and adjustments for legal settlements. The Adjusted EPS metric was chosen because it is a well-understood financial measure communicated in the public disclosure of our financial results, is used in determining payouts under our broad-based annual profit sharing plan, and is believed to significantly influence our stock price performance. In 2023, Compensation EPS was determined by adjusting Adjusted EPS under pre-established guidelines to account for certain legal settlements.

For 2023, the Compensation Committee also determined that for global business unit (GBU) leaders, including Messrs. Menneto and Eastman, 30% of their incentive awards under the AIP would instead be based on a business unit performance component. 

For 2023, as in 2022, the Compensation Committee decided that the GBU component would be evaluated based on four categories, weighted equally: revenue; gross profit percentage; gross profit dollars; and management discretion. The management discretion component was based on financial resources management (for example, expenses, tooling and capital budgets, etc.) and other factors consistent with Polaris’ Guiding Principles--Best Team, Best Culture; Safety and Ethics Always; Environmental Sustainability; and Customer Loyalty.

For 2023, there were no increases in the target payouts from 2022.  The target payouts under the annual cash incentive

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expressed as a percentage of eligible wages were set by the Compensation Committee at 125% for Mr. Speetzen, and 100% for Messrs. Mack, Pucel, Menneto, and Eastman. The percentage used for each NEO was based on the respective NEO’s level of responsibility and expected level of contribution and the Compensation Committee’s general intention to target annual incentive compensation between the market median and the 75th percentile levels for comparable positions when key financial targets are achieved.

In evaluating whether and to what degree to approve payments under the AIP, the Compensation Committee gives primary consideration to the level of achievement of performance metrics it selects for inclusion in a performance matrix.

The Compensation Committee also considered a number of factors in arriving at its final decision for 2023 annual cash incentive payouts, including the NEO’s:

In determining the Company’s 2023 performance for purposes of the performance matrix, the Compensation Committee used the Company’s Compensation EPS of $9.80, which was approximately 8.8% below target level performance of $10.75 in the performance matrix for 2023.

The estimated threshold, target and maximum payments under the AIP for 2023 are reflected in the “Estimated Potential Payouts Under Non-Equity Incentive Plan Awards” column in the Grants of Plan-Based Awards in 2023 table on page 60. At threshold, the payout is 20% of eligible wages. At target, the payout range is 100 to 125% of eligible wages. At maximum, the payout range is 200 to 250% of eligible wages. The amounts actually paid in connection with the AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table on page 58.

Consistent with our pay-for-performance philosophy, the Compensation Committee sets challenging objectives for Adjusted EPS. In 2023, the target Adjusted EPS performance goal was set approximately 5% higher than the 2022 target Adjusted EPS performance goal. The final 2023 performance levels and Compensation EPS, determined as described above, that were incorporated into the matrix are summarized in the following table:

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

2023 Long-Term Incentive Compensation

Overview

Annual long-term incentive compensation emphasizes performance-based equity vehicles, generally consisting of annual awards of stock options, RSUs, and PRSUs. From time to time, supplemental equity awards are granted on a selective and limited basis, generally in connection with promotions, individual outstanding performance and ability to effect desired performance results, hiring of new executives and retention situations. There were no supplemental equity awards granted in 2023. All equity-based awards are granted under our Omnibus Plan (or its successor).

The Compensation Committee has chosen to provide a mix of stock options, PRSUs, and RSUs for its annual long-term incentive equity awards because it believes such a combination effectively aligns the financial interest of our executive officers with those of our stockholders.

The 2023 long-term incentive awards granted to our NEOs were allocated 50% to stock options, 25% to PRSUs, and 25% to RSUs.

2023 Stock Option Awards

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

In addition to the scheduled vesting, options granted to executives in 2023 vest as follows:

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.

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

Performance Restricted Stock Unit Awards (PRSUs)

PRSU awards are made to each of our NEOs pursuant to the Omnibus Plan (or its successor). The PRSU awards will generally be earned to the degree that we achieve performance objectives specified by the Compensation Committee at the beginning of a three-year performance period. The performance objectives are based on one or more business criteria or other metrics approved by the Compensation Committee. In establishing our performance goals, the Compensation Committee may provide that adjustments will be made for specified unusual events such as acquisitions, dispositions, restructurings and certain legal settlements.

Each PRSU will be paid out in the form of one share for each PRSU determined by the Compensation Committee to have been earned and vested over the applicable performance period.

In addition to the scheduled vesting, PRSUs granted to executives in 2023 vest as follows:

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

2023 - 2025 PRSUs

PRSUs granted in 2023 may be earned for the 2023-2025 performance period based on level of achievement against the performance objectives and adjustments specified at the beginning of the performance period. All earned PRSUs will either vest and be paid out in the form of one share for each earned and vested PRSU or, if elected by the executive officer, deferred pursuant to the Polaris Industries Inc. Supplemental Retirement/Savings Plan (SERP).

In 2023, the Compensation Committee selected total shareholder return relative to the Company’s peer group (Relative TSR), EBITDA Margin, EBITDA, and Revenue Growth as the metrics for the PRSU awards, with achievement of an adjusted ROIC percentile required before any payout under the EBITDA Margin and Revenue metrics are permitted. Relative TSR for the Company or any member of the peer group during the performance period means the cumulative total shareholder return during the performance period on the applicable company’s common stock as measured by the change in the company’s stock price from the beginning of the performance period to the end of the performance period and takes into account the assumed reinvestment of all dividends paid during the performance period. The beginning stock price for a company will be the weighted average closing sales price as reported on the national securities exchange on which it trades during the period of November 1, 2022 through December 31, 2022. The ending stock price for a company will be the weighted average closing sales price as reported on the national securities exchange on which it trades during the period of November 1, 2025 through December 31, 2025.

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

2023-2025 PRSU PERFORMANCE METRICS

2023-2025 PRSU PERFORMANCE PERIOD PAYOUTS

2022-2024 PRSUs

PRSUs granted in 2022 may be earned during the course of the 2022-2024 performance period based on the level of achievement against the performance objectives and adjustments specified at the beginning of the performance period. In 2022, the Compensation Committee selected total shareholder return relative to the Company’s peer group (Relative TSR), EBITDA Margin, EBITDA, and Revenue Growth as the metrics for the PRSU awards, with achievement of an adjusted ROIC percentile required before any payout under the EBITDA Margin and Revenue metrics are permitted. Relative TSR for the Company or any member of the peer group during the performance period means the cumulative total shareholder return during the performance period on the applicable company’s common stock as measured by the change in the company’s stock price from the beginning of the performance period to the end of the performance period and takes into account the assumed reinvestment of all dividends paid during the performance period. The beginning stock price for a company will be the weighted average closing sales price as reported on the national securities exchange on which it trades during the period of November 1, 2021 through December 31, 2021. The ending stock price for a company will be the weighted average closing sales price as reported on the national securities exchange on which it trades during the period of November 1, 2024 through December 31, 2024.

2022-2024 PRSU PERFORMANCE METRICS

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2021-2023 PRSUs

The Company’s PRSU awards for the 2021-2023 performance period paid out at 95.5% of target. The 2021–2023 PRSUs were based on target performance objectives established at Adjusted Net Income of $716 million, Adjusted Revenue of $7,698 million, and a Relative TSR rank at the 50th percentile, with achievement of an adjusted ROIC of 12% required before any payout under the Net Income or Revenue metric was permitted.  The Company acheived an adjusted ROIC of 19.8%.

For purposes of calculating the Adjusted Net Income and Revenue components, the Compensation Committee adjusted for the 2022 divestiture of our TAP business.

Relative TSR was based upon the 2021 peer group. The Company achieved maximum for Revenue and below target for Net Income and Relative TSR, resulting in a payout below the target payout level. The amounts received by the NEOs are summarized in the Option Exercises and Stock Vested in 2023 table on page 65.

2021-2023 PRSU PERFORMANCE METRICS

2023 Restricted Stock Unit Awards

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

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

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Other Executive Compensation Arrangements, Policies and Practices

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 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:

Mr. Pucel is eligible for an additional payment equal to three times his annual base salary upon retirement on or after age 55 plus five years of service. Mr. Pucel received this benefit as part of an inducement to join Polaris and as a substitute to a comparable benefit he received from his prior employer. Additionally, if Mr. Mack turns 55 while employed with Polaris, he will receive a supplemental payment equal to the difference in value (if any) between $3.5 million minus the value of 20,000 Polaris shares, based on the closing stock price on the date Mr. Mack turns 55. Mr. Mack received this benefit as part of an inducement to join Polaris.

To be eligible for full retirement-age benefits, the NEO must have attained the age of at least 55 and have a minimum of 10 years of service to our Company, or 5 years with respect to Mr. Pucel.

Messrs. Pucel, Menneto and Eastman are retirement eligible. Mr. Pucel is retiring from the Company effective April 12, 2024. 

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Perquisites

We provide perquisites and personal benefits to our executive officers in an effort to attract and retain the best talent. Polaris does not rely on perquisites as a key component to ensure the overall competitiveness of our executive compensation programs. These perquisites and personal benefits consist of:

We generally prohibit personal use of corporate aircraft by any executive officer. Occasionally, however, a guest may accompany an executive officer on business travel on a corporate jet if there is an empty seat, but there is no incremental cost to the Company. Unused tickets from business related sponsorship agreements are from time-to-time made available for personal use. Tickets are included in sponsorship agreements and result in no incremental cost to the Company.

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:

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

Clawback Policy

Effective October 2, 2023, we adopted the NYSE Compensation Clawback Policy, replacing our prior policy which was adopted in January 2020. The NYSE Compensation Clawback Policy provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.  Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid.  Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Compensation Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. 

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In general, we may use a broad range of recoupment methods under the Compensation Clawback Policy for mandatory accounting restatement clawbacks. The Compensation Clawback Policy does not condition such clawback on the fault of the executive officer, but we are not required to clawback amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Compensation Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations.  Operation of the mandatory accounting restatement provisions of the Compensation Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. We may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

Hedging and Pledging Policy

We adopted a policy that prohibits directors and executive officers from engaging in speculative trading of the Company’s securities. Specifically, no officer or member of the Board of Directors may purchase any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of securities of the Company held directly, or indirectly, by the officer or director. We also adopted a policy that prohibits directors and executive officers to pledge our common stock as collateral for a loan except where the transaction is pre-approved by the Company’s General Counsel and CFO. The director or executive officer must clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities. No directors or executive officers pledged shares of common stock during 2023.

Stock Ownership Guidelines

The Compensation Committee believes that an important means of aligning the interests of our executive officers, including our NEOs, with the interests of our stockholders is to ensure that they own significant amounts of our common stock. The Compensation Committee adopted stock ownership guidelines which require executive officers to hold shares with a value equal to or exceeding a multiple of annual base salary as set forth in the table below. Each executive officer is expected to satisfy the stock ownership guidelines within four years following the date he or she becomes an executive officer. Failure to satisfy the stock ownership guidelines limits an executive officer’s ability to sell shares of Polaris stock. Executive officers are prohibited from entering into hedging transactions and are subject to restrictions on pledging Company stock as discussed on page 55.

Shares included in this calculation are those directly or indirectly owned, shares held in the SERP, outstanding PRSU awards at target levels and unvested RSU awards. The following table sets forth the stock ownership guidelines and whether the NEOs are in compliance with the guidelines as of December 31, 2023:

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Compensation Risk Assessment

Management conducts a risk assessment of our employee compensation policies and practices, including those that apply to our executive officers annually. Management reviewed our compensation plans, program design and existing practices as well as global and local compensation policies, programs and practices applicable to all employees. Management then analyzed the likelihood and magnitude of potential risks, focusing on whether any of our compensation policies and practices varied significantly from our overall risk and reward structure, whether any such policies and practices incentivized individuals to take risks that were inconsistent with our goals, and whether any such policies and practices have resulted in establishing an inappropriate balance between short-term and long-term incentive arrangements.

Management discussed the findings of the risk assessment with the Compensation Committee. Based on the assessment, we have concluded that our compensation policies and practices are aligned with the interests of stockholders, appropriately reward pay for performance, and do not create risks that are reasonably likely to have a material adverse effect on the Company.

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Compensation Committee Report

The Compensation Committee assists the Board in establishing a philosophy and policies regarding executive and director compensation, provides oversight of the administration of our director and executive compensation programs; and administers our equity-based compensation plans, reviews the compensation of directors, Named Executive Officers and senior management, and prepares any report on executive compensation required by the rules and regulations of the SEC or other regulatory body, including this Compensation Committee Report.

In performing its oversight responsibilities, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2024 Annual Meeting of Stockholders and in our Annual Report on Form 10-K for the year ended December 31, 2023.

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Executive Compensation

2023 Summary Compensation Table 

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

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All Other Compensation Table 

The following table provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2023.