Darryl R. Jackson
PolarisAbout Darryl R. Jackson
Independent Class III director of Polaris Inc. (PII) since 2021; age 64; background spans >30 years in financial services and automotive, with deep accounting/finance, consumer marketing, digital/e-commerce, regulatory/compliance, and risk management expertise. He serves on the Audit Committee (designated audit committee financial expert) and the Corporate Governance & Nominating Committee; term runs through the 2027 annual meeting; independence affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hendrick Automotive Group | VP, Financial Services and Fixed Operations; VP, Financial Services; Director, Business Development & Strategic Initiatives | 2020–present; 2018–2020; 2015–2018 | Led finance and operations for largest privately held U.S. auto retail group; marketing/consumer insights and digital operations experience . |
| PricewaterhouseCoopers | Director – Advisory | 2012–2015 | Regulatory/compliance and risk management exposure in advisory practice . |
| Chrysler Financial | Chief Operating Officer; leadership roles in operations, sales, marketing, financial analysis | 2008–2011; 1992–2011 | Executive leadership, strategy, risk management; manufacturing/consumer finance expertise . |
| Deloitte & Touche | Auditor | Not disclosed | Foundation in accounting/financial reporting; audit discipline . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| North Carolina Automobile Dealers Association | Board member | Non-profit/trade association | Industry network; governance exposure . |
| Securian Financial | Board member | Private mutual financial services company | Financial services oversight; not a public company . |
| Minerva Project, SpaceX, Northwestern University | Director/Trustee (Shotwell) | Context for Board interlocks section | Polaris reviewed ordinary-course transactions with entities tied to other directors; no Jackson-related transactions disclosed . |
Board Governance
- Committee assignments: Audit Committee member (financial expert designation) and Corporate Governance & Nominating Committee member; not a committee chair .
- Board independence: Board determined all directors except the CEO are independent; Jackson is independent .
- Attendance/engagement: Board met 8 times in 2024; each director attended at least 75% of aggregate Board and relevant committee meetings; independent directors hold executive sessions before/after Board meetings .
- Committee activity: Audit Committee met 9 times; Corporate Governance & Nominating met 4 times in 2024 .
- Outside board service policy: Non-executive public company directors capped at five boards; pre-clearance required for new for‑profit board seats to manage time/conflicts .
- Risk oversight: Audit oversees financial reporting/internal control; Corporate Governance & Nominating handles governance, conflicts/related party review, board education; full Board oversees strategic, operational, financial, cybersecurity, product safety .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | Base retainer plus committee membership fees per fee schedule . |
| Stock Awards ($) | $149,987 | Annual deferred stock units (DSUs), fully vested upon issuance . |
| Perquisites ($) | $4,914 | No‑charge product/parts usage imputed value . |
| Tax Gross-Up on Perquisites ($) | $3,745 | Company gross-ups taxes on product/parts perqs . |
| Total ($) | $283,646 | Sum of cash, stock, perqs . |
| Director Fee Schedule (2024) | Amount |
|---|---|
| Board Member retainer | $110,000 |
| Audit Committee Member | $10,000 |
| Corporate Governance & Nominating Member | $5,000 |
| 2024 DSU Grant Details | Value |
|---|---|
| Grant date | April 25, 2024 |
| Units granted | 1,801 DSUs |
| Grant-date fair value per unit | $83.28 |
| Total grant-date fair value | $149,987 |
| Vesting | Fully vested at grant; settles in common stock upon board departure or change in control; dividend equivalents accrue as additional DSUs . |
Performance Compensation
- Directors do not receive performance-based equity; annual DSUs are service-based and fully vested at grant, with no disclosed financial/ESG performance metrics tied to director pay .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None . |
| Private/non-profit boards | North Carolina Automobile Dealers Association; Securian Financial . |
| Interlocks with competitors/suppliers/customers | No related‑party transactions requiring disclosure in 2024; Corporate Governance & Nominating Committee reviews conflicts; Polaris disclosed ordinary‑course transactions tied to other directors’ affiliations (Donaldson, US Bancorp, Mayo Clinic, SpaceX), all immaterial; no Jackson-specific transactions disclosed . |
Expertise & Qualifications
- Audit committee financial expert; accounting/financial reporting expertise through Deloitte audit background and senior finance roles; executive leadership and strategy in consumer/manufacturing and financial services; consumer insights/marketing; digital/e‑commerce; regulatory/compliance; risk management/oversight .
- Skills matrix lists Jackson with Accounting/Financial, Consumer Insights/Marketing, Executive Leadership, Global Experience, Digital/E‑Commerce, Regulatory/Compliance, Risk Management, Strategy & M&A; Board values continuity/diversity of skills for its strategic pillars .
Equity Ownership
| Measure (as of Feb 14, 2025) | Amount |
|---|---|
| Common shares beneficially owned | 0 (Percent of class: <1%) . |
| Common Stock Equivalents (CSEs) | 0 . |
| Deferred Stock Units (DSUs) | 4,909 . |
| Ownership guidelines | Directors must hold ≥5× annual retainer ($550,000) within 4 years; DSUs/CSEs count; all directors in compliance . |
| Pledging/Hedging | Prohibited without pre‑approval; no pledges by directors in 2024; hedging prohibited . |
Governance Assessment
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Strengths
- Financial/reporting depth; designated audit committee financial expert; reinforces audit oversight quality .
- Dual committee service (Audit; Corporate Governance & Nominating) aligns with risk, compliance, and governance oversight mandates .
- Independence confirmed; attendance met Board standard (≥75%); engagement supported by executive sessions and continuing education (AI, governance, crisis management) .
- Ownership alignment via DSUs and compliance with 5× retainer guideline, albeit primarily through deferred equity .
-
Watch items and red flags
- RED FLAG: Tax gross‑ups provided on director perquisites (product usage and related items), which some investors view as shareholder‑unfriendly for directors .
- Alignment optics: No directly owned common shares disclosed; exposure largely through DSUs/CSEs (still counts for guidelines), but some investors prefer direct share ownership .
- Structural: Classified board and high removal threshold (75% vote; removal only “with cause”); Board is seeking to remove “cause” definition from the charter (would leave cause undefined while maintaining supermajority removal), which can be viewed as entrenchment risk by governance-sensitive investors .
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Broader signals
- Related‑party transactions: None requiring disclosure in 2024; policy enforced by Corporate Governance & Nominating Committee .
- Say‑on‑pay support (NEOs): 94% approval in 2024—indicates general shareholder confidence in compensation governance; note this applies to executive pay rather than director pay .
- Clawback/insider policies: NYSE‑compliant clawback policy; hedging prohibited; pledging restricted with pre‑approval and capacity requirements .