Investor Relations

Welcome to Polaris industries Inc. NYSE PII: $81.86 +0.00 +0% Volume: 804,900 April 21, 2017
corporate-governance

Board of Directors

With a diverse mix of experience, backgrounds and skill sets, our directors bring a broad range of leadership and insight to the boardroom, and regularly contribute to the dialogue involved in effectively overseeing and guiding our business and affairs. Other than our CEO, all the members of the Board are independent. Click here for the company's Corporate Governance Guidelines.

Annette K. Clayton , ,

, CEO & President, Schneider Electric North America
Director since 2003

Ms. Clayton has been the Vice President, Global Operations and Supply Chain for Dell Inc., a provider of worldwide innovative technology, business products and services, since May 2008. From February 2006 to May 2008, she was the Vice President, Dell Americas Operations. From June 2005 until February 2006, Ms. Clayton served as Vice President, General Motors North American Quality and a member of the GM North American Strategy Board. Prior to that assignment she was the President and a director of Saturn Corporation, a subsidiary of General Motors Corporation, since April 2001. She was the Executive Director of Global Manufacturing Systems--Quality of General Motors Corporation from April 2000 to April 2001. From 1983 to 2000, Ms. Clayton held a number of production, engineering and management positions at several General Motors assembly plants. She serves on the Massachusetts Institute of Technology (MIT) Leaders for Global Operations governing board and is a member of the External Advisory Board for the College of Engineering and Computer Science at Wright State University. She also serves as a director of Dell Asia Holdings Pte Ltd. Ms. Clayton is a member of our Compensation Committee and our Technology Committee. As President of Saturn Corporation, Ms. Clayton gained experience leading a large corporation which included overseeing financial and accounting matters as well as profit and loss responsibility. With many years of experience running large scale supply chain manufacturing companies with global presence, Ms. Clayton brings to the Board expertise in supply chain, global expansion and consumer durable areas. She also has experience in engineering, production and manufacturing.

Kevin Farr , ,

, Executive Vice President and Chief Financial Officer for Mattel, Inc.
Director Since October 2013

Gary E. Hendrickson , ,

, Chairman and Chief Executive Officer of The Valspar Corporation
Director since 2011

Mr. Hendrickson has been Chairman and Chief Executive Officer of The Valspar Corporation, a global paint & coatings manufacturer since June 1, 2011 and prior to that was the President & COO since 2008. From 2005 to February 2008, Mr. Hendrickson served as the Senior Vice President responsible for several significant business divisions and President, Asia Pacific of The Valspar Corporation and was the Group Vice President, Global Wood Coatings and President, Asia Pacific of The Valspar Corporation from 2004 to 2005. Prior to that, he served as Corporate Vice President and President, Asia Pacific of The Valspar Corporation from 2001 to 2004. He has been a director of The Valspar Corporation since 2009. Mr. Hendrickson's experience as president and chief operating officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. Mr. Hendrickson will also bring to the Board significant global experience and knowledge of competitive strategy and international competition. As a director for other public companies, Mr. Hendrickson also provides significant board experience.

Gwenne Henricks , ,

, Former Vice President of Product Development & Global Technology and Chief Technology Officer for Caterpillar Inc.

Bernd F. Kessler , ,

, Former Chief Executive Officer of SR Technics AG

Mr. Kessler was the Chief Executive Officer of SRTechnics AG from January 2008 through January 2010. SRTechnics is a privately-held aircraft, component and engine service provider with facilities located in Switzerland, Ireland, Great Britain, France, Spain, Malta and China. From September 2004 through October 2007, Mr. Kessler was the President and Chief Executive Officer of MTU Aero Engines AG, in Munich, Germany, an aero engine design, development, manufacturing and service company, where he was instrumental in preparing the company for a successful initial public offering on the Frankfurt Stock Exchange. Prior to September 2004, Mr. Kessler held management and executive positions for 20 years at Honeywell International and its preceding company AlliedSignal Corp. Among other roles he led Honeywell's Aerospace aftermarket services business with 27 facilities around the world. Mr. Kessler is a member of our Audit Committee and our Technology Committee. Mr. Kessler is based in Europe and has extensive experience in international management and mergers and acquisitions. Through his employment at Honeywell International, Mr. Kessler obtained skills in talent and organization development, engineering and operations management and the ability to build strong and lasting customer relationships. He is recognized as an industry leader in the global aerospace and defense markets, whichwill be helpful as we strive to grow our military and international business. His experience in operations, service and global business are expected to be a key asset to us as we continue to increase our sales globally and strive to increase operational efficiency.

Lawrence D. Kingsley , ,

, Former Chairman and Chief Executive Officer of Pall Corporation

John P. Wiehoff , ,

, Chairman and Chief Executive Officer of C.H. Robinson Worldwide, Inc.
Director since 2007

Mr. Wiehoff has been Chairman and Chief Executive Officer of C.H. Robinson Worldwide since 2007 and Chief Executive Officer of that company since May 2002, following a three-year succession process during which he was named President in December 1999. He has been a director of C.H. Robinson since December 2001. He was Vice President and Chief Financial Officer from June 1998 to December 1999. Previous positions with C.H. Robinson include Treasurer and Corporate Controller. Prior to joining C.H. Robinson in 1992, he was employed by Arthur Andersen LLP. Mr. Wiehoff also serves on the Board of Directors of Donaldson Company, Inc. Mr. Wiehoff is a member of our Audit Committee and serves as the Chair of our Corporate Governance and Nominating Committee. Mr. Wiehoff is an experienced financial leader with skills necessary to serve on our Audit Committee. His previous position as Chief Financial Officer of C.H. Robinson and employment at Arthur Andersen make him a valuable asset, on our Board of Directors, Corporate Governance and Nominating Committee and our Audit Committee, and his exposure to complex financial issues at such large corporations makes him a skilled advisor. Further, his expertise as a CEO and expertise in logistics adds significant value to the Board.

Scott W. Wine , ,

, Chairman and Chief Executive Officer of Polaris Industries Inc.
Director since 2008

Mr. Wine has been the Chief Executive Officer of Polaris since September 1, 2008, and was appointed as a member of our Board of Directors on October 23, 2008. Prior to joining Polaris, Mr. Wine served as President of Fire Safety Americas, the Fire & Security Division of United Technologies Corporation since 2007, and, prior to that time, held senior leadership positions at Danaher Corp. from 2003 to 2007, serving as President of its Jacob Vehicle Systems and Veeder-Root subsidiaries and Vice President and General Manager, Manufacturing Programs in Europe. From 1996 to 2003, Mr. Wine held a number of operations and executive positions, both international and domestic, with Allied Signal Corp.'s Aerospace Division, which became Honeywell International after a 1999 merger with Honeywell, Inc. Mr. Wine is a member of our Technology Committee. As a proven leader with considerable experience across a variety of industries and three outstanding international companies, Mr. Wine has a track record of producing exceptional results. Mr. Wine also brings to the Board extensive expertise in mergers and acquisitions in the U.S., Europe and Asia. Mr. Wine's knowledge of all aspects of our business as its CEO, combined with his drive for innovation and excellence, position him well to serve as a Board member. Mr. Wine plays a key role in facilitating the communication and the flow of information between management and the Board on a regular basis.

Executive Management

Scott W. Wine , ,

, Chairman and Chief Executive Officer

Mr. Wine joined Polaris Industries Inc. as Chief Executive Officer on September 1, 2008, and was named Chairman of the Board of Directors in January 2013. Prior to joining Polaris, Mr. Wine was President of Fire Safety Americas, a division of United Technologies, a provider of high technology products and services to the building systems and aerospace industries, from 2007 to August 2008. Prior to that, Mr. Wine held senior leadership positions at Danaher Corp. in the United States and Europe from 2003 to 2007, including President of its Jacob Vehicle Systems and Veeder- Roots subsidiaries, and Vice President and General Manager, Manufacturing Programs in Europe. From 1996 to 2003, Mr. Wine held a number of operations and executive posts, both international and domestic with Allied Signal Corporations’ Aerospace Division.

Kenneth J. Pucel , ,

, Executive Vice President – Operations, Engineering & Lean

Mr. Pucel joined Polaris in December 2014. Prior to joining Polaris, Mr. Pucel was Executive Vice President of Global Operations, Quality & Technology at Boston Scientific Corporation (BSC) and was a member of BSC’s Executive Committee from 2004 – 2014. Since 2004, he managed BSC’s manufacturing facilities, supply chain and numerous distribution centers; in 2010 he added responsibility for enterprise-wide Lean and research and development.

Michael T. Speetzen , ,

, Executive Vice President – Finance and Chief Financial Officer

Mr. Speetzen joined Polaris in August 2015. Prior to joining Polaris, Mr. Speetzen was Senior Vice President and Chief Financial Officer of Xylem, Inc. since 2011, when the company was formed from the spinoff of the water businesses of ITT Corporation. He joined ITT in 2009. Mr. Speetzen was responsible for the financial planning, accounting, controls, treasury, M&A activity, investor relations and strategy of Xylem Inc. Prior to joining ITT, Mr. Speetzen served as Executive Vice President and Chief Financial Officer for the StandardAero Company owned by the private equity firm Dubai Aerospace Enterprise. Previously, he held positions of increasing responsibility in the finance functions at Honeywell and General Electric.

Stacy L. Bogart , ,

, Sr. Vice President – General Counsel, Compliance Officer and Secretary

Ms. Bogart joined Polaris in November 2009 as Vice President – General Counsel and has been Corporate Secretary since January 2010. From February 2009 to November 2009, Ms. Bogart was General Counsel of Liberty Diversified International. From October 1999 until February 2009, Ms. Bogart held several positions at The Toro Company, including Assistant General Counsel and Assistant Secretary. Before joining The Toro Company, Ms. Bogart was a Senior Attorney for Honeywell Inc.

Timothy M. Larson , ,

, Chief Marketing Officer and Sr. Vice President – Customer Experience

Mr. Larson joined Polaris in August 2013 to lead the Polaris sales, service, corporate marketing and interactive teams. Prior to joining Polaris, Mr. Larson was President and CEO of Jostens from 2008 to 2013. From 1994 to 2008, he held several leadership positions at Jostens in general management, marketing, technology and product management.

James P. Williams , ,

, Sr. Vice President and Chief Human Resources Officer

Mr. Williams joined Polaris on April 4, 2011. Prior to joining Polaris, Mr. Williams was Vice President of Human Resources for Cooper Industries since 2006. Between 2005 and 2006, Mr. Williams was Vice President of Human Resources for Danaher Corp., and held various executive positions of increasing responsibility with Honeywell Inc. from 1995 to 2005. Prior to that, Mr. Williams held a number of posts in Human Resources with Monsanto and General Motors Corp.

Bob Mack , ,

, Sr. Vice President – Corporate Development & Strategy and President – Global Adjacent Markets

Mr. Mack joined Polaris in April 2016. Prior to joining Polaris, Mr. Mack was Vice President, Corporate Development for Ingersoll Rand plc, based in Davidson, NC. In this role since July 2010, he had global responsibility for the Company’s acquisition and divestiture activities. With Ingersoll Rand for 20 years, Bob held a variety of positions with the Company across a range of functions and businesses. Bob holds an MBA degree from Duke University, a BBA degree from Siena College and is a Certified Public Accountant.

Michael D. Dougherty , ,

, President – International

Mr. Dougherty joined Polaris in 1998 as International Sales Manager, and has held several leadership positions since his most recent appointment as President – International in September 2015. Prior to his current role, he was Vice President—Asia Pacific and Latin America since August 2011, Vice President of Global New Market Development and Vice President and General Manager of the ATV division. Prior to Polaris, Mr. Dougherty was employed at Trident Medical International, a trading company.

Stephen L. Eastman , ,

, President – Parts, Garments and Accessories

Mr. Eastman joined Polaris in February 2012. Prior to joining Polaris, Mr. Eastman was President of Target.com for Target Corporation, a general merchandise retailer, from July 2008 to October 2011. Prior to that, Mr. Eastman held several leadership positions at Target Corporation since 1982 in various areas, including General Merchandising, Consumer Electronics, Inventory Management and Merchandise Planning Operations.

Matthew J. Homan , ,

, President – Off-Road Vehicles

Mr. Homan joined Polaris in 2002 as Director of Marketing for the ATV Division and has since held several notable leadership positions. He was appointed to his current role as President – Off-Road Vehicles in January 2016. Previous to this, he was President – Global Adjacent Markets since July 2014, Vice President – Europe, Middle East and Africa since August 2011 and also assumed responsibility for Small Vehicles in December 2012, was Vice President of the Off-Road Vehicles division since August 2008 and General Manager of the Side-by-Side division since December 2005. Prior to working at Polaris, Mr. Homan spent nearly seven years at General Mills in various marketing and brand management positions.

Steven D. Menneto , ,

, President – Motorcycles

Mr. Menneto joined Polaris in 1997 as a District Sales Manager and was progressively promoted to his current position as President – Motorcycles in September 2015 overseeing the Victory® and Indian Motorcycle® brands, and as of July 2016 the Slingshot® brand. Prior to this, Mr. Menneto was Vice President – Motorcycles since August 2011, General Manager of Victory Motorcycles since 2009 and previous to this Director of Sales. Prior to joining Polaris, Mr. Menneto was a Polaris Dealer in New York.

Matthew J. Emmerich , ,

, Vice President - Chief Information Officer

Mr. Emmerich joined Polaris in September 2004, and was appointed Chief Information Officer in January 2014. Mr. Emmerich is responsible for worldwide information services and technology across the enterprise. Prior to joining Polaris, Mr. Emmerich was employed at Ernst & Young LLP and Jostens.

Stephen J. Kemp , ,

, Vice President - Chief Technical Officer

Mr. Kemp joined Polaris in November 2009 as the Director of Engineering Operations, and was appointed Chief Technical Officer in August 2011. Prior to joining Polaris, Mr. Kemp was the Director of Engineering for the Home Comfort and Energy System business of Honeywell International, and the Chief Engineer and Manager of Advanced Technology for the Gas Systems business of Honeywell International.

Craig A. Scanlon , ,

, Chief Retail and Marketing Officer of ORV

Mr. Scanlon joined Polaris in 2004 in a Field Sales role and has since held positions of increasing responsibility in marketing, sales and general management within the Off-Road Vehicles business. Mr. Scanlon was VP of Slingshot since 2015, and was most recently appointed Chief Marketing Officer in July 2016 and retains his role as Chief Retail Officer for Off-Road Vehicles since January 2016.

Christopher G. Wolf , ,

, Vice President – Snowmobiles

Mr. Wolf joined Polaris in 2002 as a District Sales Manager and was subsequently promoted to Service Dealer Development Manager in our dealer services organization and Product Line Sales Manager in ATVs. He has served in the Snowmobile Division since 2008, as Product Manager, Commercial Director, General Manager and in March 2015 was appointed to Vice President. Prior to working at Polaris, Mr. Wolf spent 17 years working in the automotive and microelectronics industries in various engineering and sales and marketing leadership positions.

Committee Composition

Our Board has the following four standing committees:

Audit Committee

The Audit Committee's primary purposes are to:
  • Assist Board oversight of (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications and independence, (4) the responsibilities, performance, budget and staffing of the Company's internal audit function, and (5) the performance of the Company's independent auditor.
  • Prepare the report that the Securities and Exchange Commission ("SEC") rules require to be included in the Company's annual proxy statement.
  • Serve as an independent and objective party to monitor the Company's financial reporting process and internal control system.
  • Provide an open avenue of communication among the independent auditor, financial and senior management, the internal auditors and the Board of Directors.
Read complete Audit Committee Charter (.pdf, 35.3KB)

Committee members
Kevin Farr, Chair and Financial Expert
Bernd F. Kessler, Financial Expert
Gwenne Henricks
Lawrence D. Kingsley, Financial Expert

Compensation Committee

The Compensation Committee assists the Board in establishing a philosophy and policies regarding executive and director compensation, provides oversight to the administration of the Company's director and executive compensation programs and administers the Company's stock option, restricted share and other equity based plans, reviews the compensation of directors, executive officers and senior management, and prepares any report on executive compensation required by the rules and regulations of the Securities and Exchange Commission (the "SEC") or other regulatory body. The Committee shall also assist the Board in management development and succession planning.
Read complete Compensation Committee charter (.pdf, 19.1KB)

Committee members
Gary Hendrickson, Chair
Annette K. Clayton
John P. Wiehoff

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee provides oversight and guidance to the Board of Directors to ensure that the membership, structure, policies and processes of the Board and its committees facilitate the effective exercise of the Board’s role in the governance of the Company. The Committee reviews and evaluates the policies and practices with respect to the size, composition and functioning of the Board and its committees; identifies individuals qualified to become Board members, consistent with criteria approved by the Board; recommends potential director nominees to the Board for election by the shareholders after evaluating the qualifications of possible candidates for the Board; develops and recommends to the Board a set of Corporate Governance Guidelines applicable to the Company; and oversees the evaluation of the Board.
Read complete Corporate Governance and Nominating Committee charter (.pdf, 12.6KB)

Committee members
John P. Wiehoff, Chair
Gary E. Hendrickson
Bernd F. Kessler


Technology Committee

The Technology Committee of the Board of Directors assists the Board by overseeing the Company's product plans, technology development and related business processes.
Read complete Technology Committee charter (.pdf, 18.9KB)

Committee members
Annette K. Clayton, Chair
Kevin Farr
Gwenne Henricks
Bernd F. Kessler
Lawrence D. Kingsley
Scott W. Wine



Audit Committee Corporate Governance and Nominating Committee Compensation Committee Technology Committee
Kevin Farr X* X
Bernd F. Kessler
X X   X
Lawrence D. Kingsley
X   X
John P. Wiehoff X* X  
Gary E. Hendrickson
  X X*
Gwenne Henricks
X X
Annette K. Clayton
    X   X*
Scott W. Wine
  X

Chairperson  X*
Member X

Code of Conduct

Dear Team:
At Polaris we are committed to promoting and practicing ethical and legal business conduct. These core values are the foundation of our success and reputation. They define our way of doing business and our relationships with fellow employees, associates, customers, competitors, suppliers and communities around the world.

You are an important key to our business success. We hire the best and the brightest and we expect you to make sound decisions and exercise good judgment consistently throughout your day. Each of us is personally responsible for making sure our actions reflect the Company's core ethical values.

The Polaris Code of Business Conduct and Ethics (.pdf, 11 MB) "the Code" summarizes the most important standards that underlie our business ethics. It is designed to help you understand what is expected of you and it establishes guidelines that our employees, officers, Board of Directors and associates must follow when conducting the business affairs of the Company.

It is your responsibility to read, understand and comply with the Code as well as other policies that may be in place at your location. If you have questions about the Code, your supervisor or Human Resources representative are generally the best people to ask Should you observe violations of the Code, we expect you to report those immediately using internal reporting, on-line reporting or the Polaris Business Ethics Hotline. You may remain anonymous.

We count on each of you to do your part and thank you for your ongoing commitment to uphold the highest ethical standards.


Scott Wine
Chairman and Chief Executive Officer

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