George W. Bilicic
PolarisAbout George W. Bilicic
George W. Bilicic, age 61, has served on Polaris Inc.’s Board since 2017 and is an independent director. He chairs the Corporate Governance and Nominating Committee and is a member of the Audit Committee, designated as an Audit Committee Financial Expert. Bilicic is Vice Chairman, Investment Banking and Global Head of Power, Energy & Infrastructure at Lazard; prior roles include executive positions at Sempra Energy, KKR, Merrill Lynch, and as a partner at Cravath, Swaine & Moore, reflecting deep credentials in legal, finance, risk oversight, and M&A.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Ltd. | Vice Chairman, Investment Banking; Global Head of Power, Energy & Infrastructure; member of Global Executive Committee | Apr 2020–present; prior service 2002–May 2008 and Nov 2008–Jun 2019 | Led advisory across energy/infrastructure; strategic and M&A expertise; global oversight |
| Sempra Energy | President; Chief Legal Officer; Chief Compliance Officer | Jun 2019–Mar 2020 | Broad legal, compliance, strategy, business development responsibilities across a major utility |
| Kohlberg Kravis Roberts & Co. (KKR) | Managing Director, Head of Infrastructure | May 2008–Oct 2008 | Infrastructure investing leadership |
| Merrill Lynch & Co., Inc. | Managing Director | 2001–2002 | M&A execution; financial advisory |
| Cravath, Swaine & Moore LLP | Partner | 1995–2000 | Legal expertise; complex transactions and governance |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Mayo Clinic | Trustee | No | Ordinary-course purchases by Polaris reviewed for independence; amounts below materiality thresholds |
| Georgetown University Law Center | Board/Trustee | No | Academic governance role |
| Other public company boards | None | — | No current or past public company directorships in last 5 years |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating (4 meetings in 2024); Member, Audit (9 meetings in 2024); all committees comprised entirely of independent directors; Bilicic designated Audit Committee Financial Expert.
- Independence: The Board determined all directors other than the CEO are independent; Bilicic is independent.
- Attendance: The Board met eight times in 2024; all directors attended at least 75% of Board/Committee meetings and the 2024 Annual Meeting.
- Leadership and process: Independent Chair (Wiehoff) presides over executive sessions; Corporate Governance Committee oversees board evaluations (including external consultant in 2023), governance documents, related-person transactions, and sustainability.
- Policies: Mandatory director retirement at age 72; outside board service limited (≤ five boards for non-executives) with preclearance to prevent conflicts and overboarding.
- Risk and audit oversight: Audit Committee directly oversees the external auditor, internal controls, compliance, and whistleblower matters; Bilicic signed the Audit Committee Report.
Fixed Compensation
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Board Member Retainer | $110,000 | Annual cash retainer (2024 schedule) |
| Audit Committee Member Fee | $10,000 | Annual fee |
| Corporate Governance & Nominating Committee Chair Fee | $15,000 | Annual fee |
| Corporate Governance & Nominating Committee Member Fee | $5,000 | Annual fee (chairs also receive member fee per schedule) |
| Total Cash Fees Earned (2024) | $140,000 | Reconciles to fee schedule and roles |
| Perquisites | $2,255 | Use of Polaris products; parts, garments, accessories |
| Tax Gross-up on Perquisites | $1,718 | Company gross-ups on product/perk value (red flag) |
| All Other Compensation Total | $3,973 | Perqs + gross-ups |
- Deferred compensation elections: Bilicic deferred all 2024 cash fees into common stock equivalents under the Director Deferred Compensation Plan (CSEs).
- Program features: Directors may use up to 10 Polaris products at no charge to evaluate product experience; items returned or purchased above cost; parts/garments/services at no cost; tax gross-ups applied.
Performance Compensation
| Equity Award Type | Grant Date | Units/Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Apr 25, 2024 | 1,801 | $150,000 ($83.28 per unit) | Fully vested on issuance | Dividend equivalents credited; shares delivered upon board departure or change-in-control |
- Director equity grants are not performance-based (no PRSU/option structures for directors).
Other Directorships & Interlocks
| Counterparty | Relationship | Polaris Transactions | Independence Determination |
|---|---|---|---|
| Mayo Clinic | Bilicic is a trustee | Ordinary-course purchases by Polaris | Payments were below the greater of $1,000,000 or 2% of the recipient’s gross revenues in 2022–2024; no personal benefit or interest for Bilicic; Board affirmed independence. |
- Related-party transactions: Polaris reported no related-person transactions requiring disclosure in 2024; the Corporate Governance & Nominating Committee oversees policy and approvals.
Expertise & Qualifications
- Audit Committee Financial Expert; extensive financial, legal, regulatory/compliance, risk oversight, innovation/technology, global experience; deep M&A and strategy expertise from Lazard and prior roles.
- Corporate governance leadership as Committee Chair, including board evaluation, governance documents, and sustainability oversight.
Equity Ownership
| Ownership Category | Quantity | % of Shares Outstanding |
|---|---|---|
| Common shares beneficially owned | 4,028 | ≈0.007% (4,028 / 56,099,881) |
| Common Stock Equivalents (CSEs) | 9,929 | — |
| Deferred Stock Units (DSUs) | 11,181 | — |
| Director Stock Ownership Guideline | 5x annual retainer ($550,000) | Status: All directors compliant |
- Hedging/pledging: Directors are prohibited from hedging and may not pledge shares without preapproval; no director pledges in 2024.
- Delivery mechanics: DSUs and CSEs convert to common shares upon separation or change-in-control per plan terms.
Governance Assessment
- Strengths: Independent director with ACFE designation; chairs governance; strong attendance; robust shareholder engagement; independent Chair structure; formal board evaluations (including external facilitator in 2023); comprehensive policies on clawbacks, insider trading, and hedging/pledging; director ownership guideline compliance.
- Watch items and potential red flags:
- Tax gross-ups on director perquisites (e.g., product use, parts/garments) are shareholder-unfriendly; Bilicic received $1,718 in gross-ups for 2024.
- Classified board structure persists; Board cites long-term value rationale, but some investors prefer annual elections.
- Ordinary-course transactions with organizations linked to directors (e.g., Mayo Clinic) were reviewed and non-material; continued monitoring is prudent.
- Investor sentiment signals: Say-on-pay support of 94% in 2024 demonstrates broad shareholder approval of pay design, indirectly supporting board oversight of compensation.
Attendance and Engagement
- All directors met minimum attendance expectations and attended the 2024 Annual Meeting; independent directors hold executive sessions before/after meetings; governance and compensation chairs review shareholder feedback with the full Board.
Committee Work
- Audit: Oversight of financial reporting, internal control effectiveness, compliance, and external auditor; Bilicic is listed on the Audit Committee Report.
- Corporate Governance & Nominating (Chair): Board composition, policies, evaluations, education, related-party transaction oversight, sustainability oversight.
Director Compensation Structure
- Cash vs equity mix stable; 2024 DSU grant fully vested at issuance; director fees reviewed by Willis Towers Watson and benchmarked to a 20-company peer group; directors may defer cash fees into CSEs to increase alignment.
Policies Limiting Conflicts and Risk
- Formal Related-Person Transactions Policy; independent review of potential conflicts; insider trading policy; NYSE-compliant clawback policy for incentive-based executive compensation.