Bernd F. Kessler
PolarisAbout Bernd F. Kessler
Independent director at Polaris Inc. since 2010; age 66. He chairs the Technology & Innovation Committee and serves on the Corporate Governance & Nominating Committee, bringing global manufacturing, aerospace, and engineering leadership experience (CEO of SRTechnics; President/CEO of MTU Maintenance; 20 years at AlliedSignal/Honeywell), with product quality/safety, risk management, and strategy/M&A credentials. Current public directorship: Latecoere S.A. (since 2023). Private roles include Chairman of ProXES GmbH and board member of KE Fischer GmbH.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRTechnics AG | Chief Executive Officer | 2008–2010 | Led global aircraft component/engine services across Europe, Middle East, China |
| MTU Maintenance (subsidiary of MTU Aero Engines AG) | President & CEO | 2004–2007 | Integral to successful IPO of MTU on Frankfurt Stock Exchange |
| AlliedSignal Corp./Honeywell International Inc. | Various executive/management roles | ~20 years | Built regulatory/compliance, product quality & safety, strategy/M&A expertise |
External Roles
| Organization | Type | Role | Since |
|---|---|---|---|
| Latecoere S.A. | Public | Director | 2023 |
| ProXES GmbH | Private | Chairman | Not disclosed |
| KE Fischer GmbH | Private | Director | Not disclosed |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Kessler is classified Independent.
- Committee assignments: Technology & Innovation Committee (Chair); Corporate Governance & Nominating Committee (Member).
- Committee meeting cadence (2024): Technology & Innovation (2 meetings); Corporate Governance & Nominating (4 meetings).
- Attendance: In 2024, the Board met 8 times; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Board leadership: Independent Chair of the Board (John Wiehoff) with executive sessions before/after meetings.
- Related-party oversight: Corporate Governance & Nominating Committee reviews related-person transactions; none required disclosure in 2024.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 127,500 | 132,500 |
| All Other Compensation ($) | 0 | – (none) |
| Notes on retainer/committee fee structure | Board member retainer $110,000; T&I Chair $15,000; CG&N Chair $15,000; Audit Chair $20,000; Compensation Chair $20,000; Audit member $10,000; Compensation member $7,500; CG&N member $5,000; T&I member $2,500 (effective 4/28/23) | Same program continued (director comp table reflects cash + equity mix) |
Perquisites program allows use of Polaris products; Kessler reported no perquisites or gross-ups in 2023 and 2024.
Performance Compensation
| Equity Item | 2023 | 2024 |
|---|---|---|
| Annual deferred stock units (DSUs) granted (units) | 1,380 units; grant-date fair value $108.71 per unit (total ~$150,020) granted 4/27/2023 | 1,801 units; grant-date fair value $83.28 per unit (total ~$149,987) granted 4/25/2024 |
| Independent Directors — Outstanding equity awards at FYE (shares underlying stock awards) | 42,563 (as of 12/31/2023) | 47,451 (as of 12/31/2024) |
- Director equity consists of fully vested DSUs and common stock equivalents (CSEs) under the Director Deferred Compensation Plan; awards accrue dividend equivalents and are settled in shares upon board service end or change in control per plan terms. Not performance-conditioned.
Other Directorships & Interlocks
| Company | Relationship to PII | Interlock/Transaction Notes |
|---|---|---|
| Latecoere S.A. | Aerospace supplier (external) | No related-person transactions disclosed involving Kessler; 2024 proxy states no related-person transactions requiring disclosure. |
| ProXES GmbH; KE Fischer GmbH | Private companies (external) | No related-person transactions disclosed. |
Independence review cited ordinary-course transactions involving other directors’ affiliations (Donaldson, U.S. Bancorp, Mayo Clinic, SpaceX), not Kessler; all were immaterial by NYSE/SEC thresholds.
Expertise & Qualifications
- Manufacturing and global operations leadership across aerospace/automotive/engineering; risk management, product quality & safety, regulatory/compliance; strategy & M&A; innovation leadership through T&I chair role.
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Class | Common Stock Equivalents (CSEs) | Deferred Stock Units (DSUs) | Shares Outstanding (context) |
|---|---|---|---|---|---|
| Feb 14, 2025 | – (none reported) | * (<1%) | 21,621 | 26,418 | 56,099,881 |
| Dec 31, 2024 | — | — | — | — | Independent director stock awards outstanding: 47,451 (sum of DSUs/CSEs and dividend equivalents) |
- Director stock ownership guideline: 5x annual retainer ($550,000) aggregate in stock/CSEs/DSUs; all directors are in compliance.
- Hedging/pledging: Directors prohibited from hedging; pledging generally prohibited absent pre-approval and capacity test; no directors or executive officers pledged shares in 2024.
Governance Assessment
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Strengths:
- Long-tenured independent director (since 2010) with deep global operations and safety/quality experience; chairs the Technology & Innovation Committee, aligning oversight with product and technology strategy.
- Strong attendance culture at Board; at least 75% attendance for all directors in 2024; Board met eight times with independent executive sessions.
- Clear anti-hedging/anti-pledging policy and NYSE-compliant clawback; no pledging by directors in 2024.
- Director compensation balanced between cash and equity with transparent DSU grants; no perquisites reported for Kessler.
- No related-party transactions requiring disclosure in 2024; independence affirmed for all non-CEO directors.
- Shareholder support: Say-on-Pay approval at 94% in 2024 signals strong investor alignment with compensation governance.
-
Watch items / potential flags:
- Directly owned share count is zero; alignment is via DSUs/CSEs under deferral plans (still included for guideline compliance). Some investors prefer larger outright share ownership.
- Tenure since 2010 contributes to experience but may raise independence-of-mind questions for some governance frameworks; mitigated by independent status, committee leadership, and robust board evaluation processes.
Overall: Kessler’s committee leadership and domain expertise support board effectiveness in technology and product oversight, with no disclosed conflicts, strong policy frameworks, and solid shareholder support indicators.