Gary E. Hendrickson
PolarisAbout Gary E. Hendrickson
Independent director at Polaris Inc. since 2011; age 68; currently Chair of the Compensation Committee and member of the Corporate Governance & Nominating Committee . Background includes 23 years at The Valspar Corporation with global leadership roles culminating as Chairman & CEO through its $11.3B sale to Sherwin-Williams in 2017, and current service as Chair of The AZEK Company Inc. . The Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Valspar Corporation | Chairman & CEO; President & COO; other executive roles incl. Asia Pacific leadership | 2011–2017; 2008–2011; 1997–2017 | Led Valspar through $11.3B sale to Sherwin-Williams; extensive strategy/M&A, global operations |
| The AZEK Company Inc. | Chair of the Board | Since 2017 | Current public company chair; consumer/manufacturing sector expertise |
| Waters Corporation | Director | 2018–2022 | Former public company directorship |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| The AZEK Company Inc. | Chair | Current; since 2017 | Manufacturer of outdoor living products |
| Waters Corporation | Director | Former; 2018–2022 | Laboratory instruments/software company |
Board Governance
- Committee roles: Chair, Compensation Committee (6 meetings in 2024); Member, Corporate Governance & Nominating Committee (4 meetings in 2024) .
- Independence and structure: Board is majority independent with independent Chair; Hendrickson is independent .
- Attendance and engagement: Full Board met 8 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings and attended the 2024 annual meeting .
- Outside board service policy: Non-executive directors may serve on ≤5 public boards; pre-clearance with Board Chair required for new for-profit boards .
- Retirement policy: Mandatory resignation at 72 at the annual meeting following the director’s 72nd birthday .
- Governance signal: Proposal to amend Certificate of Incorporation to remove the definition of “cause” for director removal (still requires removal only with cause and 75% vote), increasing stockholder flexibility in determining cause .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $110,000 | Standard director retainer |
| Compensation Committee – Chair fee | $20,000 | Chair premium |
| Compensation Committee – Member fee | $7,500 | Member fee (chairs also receive member fees) |
| Corporate Governance & Nominating – Member fee | $5,000 | Member fee |
| Total Fees Earned (2024) | $142,500 | Reflects roles above |
| Fee deferral election | Deferred | Hendrickson deferred all 2024 cash fees into the Director Deferred Compensation Plan |
Perquisites and tax treatment (2024):
| Item | Amount | Notes |
|---|---|---|
| Perquisites (products, parts/PG&A, services) | $19,352 | Use of Polaris products and PG&A at no cost; valuation imputed |
| Tax gross-up on perquisites | $14,749 | Company gross-up on product/perquisite taxes |
| All Other Compensation total | $34,101 | Sum of perquisites and gross-ups |
| Director products program | Up to 10 products | Encouraged for product/quality insight; parts/PG&A at no cost |
2024 total director compensation:
| Category | Amount |
|---|---|
| Fees Earned or Paid in Cash | $142,500 |
| Stock Awards (deferred stock units) | $149,987 |
| All Other Compensation | $34,101 |
| Total | $326,588 |
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Apr 25, 2024 | 1,801 | $149,987 | Fully vested upon issuance; settled in stock at board exit or change-in-control; dividend equivalents accrue as DSUs | None disclosed for directors (time-based only) |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| The AZEK Company Inc. | Consumer/manufacturing | Chair | No Polaris-related party transactions requiring disclosure in 2024 |
| Waters Corporation | Life sciences instruments | Former director | No Polaris-related party transactions requiring disclosure in 2024 |
Related-party oversight: Corporate Governance & Nominating Committee reviews related-person transactions; none required disclosure in 2024 . Independence review covered ordinary-course transactions linked to other directors (Donaldson, US Bancorp, Mayo Clinic, SpaceX) and were immaterial; Hendrickson not cited in these transactions .
Expertise & Qualifications
- Consumer/manufacturing industry expertise; marketing and consumer insights; deep global and executive leadership background .
- Strategy & M&A, risk management, and regulatory/compliance experience from Valspar and AZEK leadership .
- Corporate governance experience through multiple public boards .
Equity Ownership
| Ownership Category | Quantity | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned common shares | 5,000 | Feb 14, 2025 | <1% of class; shares outstanding 56,099,881 |
| Common Stock Equivalents (CSEs) | 17,842 | Feb 14, 2025 | Deferred cash fees converted to CSEs |
| Deferred Stock Units (DSUs) | 22,917 | Feb 14, 2025 | Annual DSU grants + dividend equivalents |
| Stock Awards (CSEs + DSUs total) | 40,127 | Dec 31, 2024 | Outstanding director stock awards at FYE |
| Director stock ownership guideline | ≥$550,000 | Policy | 5× annual board retainer; all directors in compliance |
| Hedging/Pledging | Prohibited (hedging); Pledging restricted | Policy | No director pledges in 2024 |
Governance Assessment
-
Positives:
- Independent, long-tenured director with chair role on Compensation Committee and member role on Corporate Governance & Nominating; active committee cadence (Comp: 6; Gov/Nom: 4) .
- Strong alignment via robust director stock ownership guideline (5× retainer) with full-board compliance; hedging prohibited, pledging restricted and unused in 2024 .
- Board effectiveness processes include annual evaluations and periodic independent consultant engagement (most recently 2023) .
- Attendance/engagement: Board met 8 times; all directors ≥75% attendance; executive sessions at meetings; independent Chair leadership .
-
Watch items / RED FLAGS:
- Tax gross-ups on director perquisites (e.g., $14,749 for Hendrickson) – shareholder-unfriendly signal; recurring product/PG&A perquisites ($19,352) .
- Compensation Committee (chaired by Hendrickson) approved a supplemental 2H 2024 bonus plan to address retention amid industry downcycle; while rationalized by macro conditions, introduces discretion and payout despite low full-year performance against the original plan .
- Classified board and high threshold for director removal (cause-only; 75% vote). Charter proposal would remove the definition of “cause,” increasing stockholder flexibility but retains 75% supermajority removal requirement .
- Mandatory retirement at 72; Hendrickson is 68, implying potential medium-term refresh considerations .
Overall, Hendrickson’s industry and CEO-level experience, coupled with governance roles, support board effectiveness, but the presence of tax gross-ups and discretionary bonus plan oversight are reputational risk factors and should be monitored through engagement and vote decisions on governance items .