Gwenne A. Henricks
PolarisAbout Gwenne A. Henricks
Independent director of Polaris Inc. since 2015; age 67 as of the 2025 proxy. Former Caterpillar executive with a 35-year tenure including roles as Vice President, Industrial Power Systems Division and Chief Technology Officer/Vice President, Product Development & Global Technology, bringing deep manufacturing, technology, product quality/safety, and risk management expertise. She is independent and currently serves on Polaris’s Audit and Technology & Innovation Committees, reflecting technology and operational oversight strengths .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Chief Technology Officer and Vice President, Product Development & Global Technology | 2013–2016 | Led innovation/technology, product quality/safety, regulatory/compliance, risk management |
| Caterpillar Inc. | Vice President, Industrial Power Systems Division | 2009–2012 | Oversaw global supply chain, manufacturing, product management/development, sales/distribution |
| Caterpillar Inc. | Various engineering and executive roles | 1981–2016 | Progressive leadership across engineering and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Decision Sciences International Corporation | Board member | Not disclosed | Technology/governance advisory capacity |
| Bradley University | Engineering Advisory Committee | Not disclosed | Academic advisory role |
Board Governance
- Independence: Henricks is an independent director; all members of the Audit and Technology & Innovation Committees are independent per NYSE/SEC standards .
- Committee memberships: Audit; Technology & Innovation. Audit met 9 times in 2024; Technology & Innovation met 2 times in 2024 .
- Attendance: In 2024, the full Board met 8 times; each director attended at least 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting. Executive sessions of independent directors occur before/after most Board meetings, led by the independent Chair (Wiehoff) .
- Risk oversight: Committees have defined risk scopes; Audit oversees financial integrity/internal controls; Technology & Innovation oversees competitive technologies and product innovation .
- Committee leadership: Henricks is not a committee chair; Audit chaired by Kevin Farr; Technology & Innovation chaired by Bernd Kessler .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board member annual retainer | $110,000 | $110,000 |
| Audit Committee member fee | $10,000 | $10,000 |
| Technology & Innovation Committee member fee | $2,500 | $2,500 |
| Total cash fees (earned) | $117,500 | $122,500 |
| Deferral election (cash fees) | Deferred all fees (CSEs) | Deferred all fees (CSEs) |
Notes:
- Independent directors may defer cash fees into Common Stock Equivalents (CSEs) or a Fidelity account; Henricks deferred all fees in 2023 and 2024 into CSEs .
- Perquisites program (use of Polaris products, PG&A at no cost) is provided; see “Perquisites & Tax Gross-Ups” below .
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Apr 27, 2023 | 1,380 | $108.71 per unit; $150,020 total | Fully vested at grant; dividend equivalents accrue as DSUs | |
| Deferred Stock Units (DSUs) | Apr 25, 2024 | 1,801 | $83.28 per unit; $149,987 total | Fully vested at grant; dividend equivalents accrue as DSUs |
- Director equity awards are DSUs, not performance-based; no revenue/EPS/TSR metrics apply to director grants. DSUs convert one-for-one into common shares upon board service termination or change in control .
Director Compensation (All-In)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $117,500 | $122,500 |
| Stock awards (DSUs) | $150,020 | $149,987 |
| All other compensation (perqs + gross-ups) | $7,824 | $7,197 |
| Total | $275,343 | $279,684 |
Perquisites & Tax Gross-Ups
| Item | 2023 | 2024 |
|---|---|---|
| Perquisites (product use, PG&A) | $4,440 | $4,084 |
| Tax gross-up on perquisites | $3,384 | $3,113 |
| Total perqs + gross-ups | $7,824 | $7,197 |
- RED FLAG: Tax gross-ups are applied to director perquisites, which many investors view as shareholder-unfriendly .
Other Directorships & Interlocks
| Company | Type | Current/Past 5 Years | Role | Interlock Risk |
|---|---|---|---|---|
| Public company boards | Public | None | N/A | Low (no public interlocks) |
| Decision Sciences International Corporation | Private | Current | Director | Low (no disclosed related-party transactions) |
| Bradley University Engineering Advisory Committee | Non-profit/Academic | Current | Member | Low |
- The Corporate Governance & Nominating Committee reviews related-person transactions; 2024 had no related-party transactions requiring disclosure .
Expertise & Qualifications
- Manufacturing operations and global supply chain leadership; product development and technology; product quality/safety; regulatory/compliance; risk management—built over 35 years at Caterpillar including CTO and divisional VP roles .
- Technology oversight and innovation governance via Technology & Innovation Committee membership .
Equity Ownership
| Date | Common Stock Owned (Direct) | Percent of Class | Common Stock Equivalents (CSEs) | Deferred Stock Units (DSUs) | Notes |
|---|---|---|---|---|---|
| Feb 16, 2024 | 1,200 | <1% | 10,045 | 12,393 | Shares outstanding: 56,402,192 |
| Feb 14, 2025 | 1,200 | <1% | 12,043 | 14,674 | Shares outstanding: 56,099,881 |
| Dec 31, 2024 (Outstanding equity awards) | — | — | — | 26,174 total stock awards (CSEs+DSUs+div eq.) | As reported in outstanding equity awards table |
- Hedging/Pledging: Polaris prohibits director hedging; pledging is prohibited except with pre-approval and proven capacity to repay without pledged shares. No directors or executive officers pledged shares in 2024 .
- Director ownership guidelines: Minimum 5x annual retainer ($550,000); all directors are in compliance .
Governance Assessment
Positive signals:
- Independence and relevant oversight roles (Audit; Technology & Innovation) with strong manufacturing/technology pedigree .
- Consistent meeting cadence; Board executive sessions; minimum attendance threshold met and Annual Meeting attendance .
- No related-party transactions involving Henricks; robust related-person transaction policy .
- Equity alignment via DSUs and deferral of all cash fees into CSEs, increasing skin-in-the-game exposure .
Watch items / Red flags:
- Tax gross-ups on director perquisites persist (including Henricks) despite broader investor preference against gross-ups; consider engagement to eliminate gross-ups and/or cap perquisite value .
- Classified board structure (staggered terms) may reduce accountability; although Board cites long-term focus benefits, investors may prefer annual elections .
Committee oversight context:
- Audit Committee: 9 meetings in 2024; all members independent and financially literate; issued standard report endorsing inclusion of audited financials in the 10-K .
- Technology & Innovation Committee: 2 meetings in 2024; focuses on competitive technology, innovation investment risks, and product initiatives—an area aligned with Henricks’s expertise .
Attendance & engagement:
- Board met 8 times in 2024; each director met the 75% threshold; executive sessions led by independent Chair enhance independent oversight .
Shareholder engagement:
- Management and, when requested, a Board member conducted outreach; Chairs reviewed feedback; engagement reached out to holders of ~65% of shares; management met with ~12% of outstanding shares, and governance disclosures were enhanced based on feedback .
Overall view:
- Strong domain fit and independence with clear technology/audit oversight; alignment via DSUs and fee deferrals is positive. Addressing perquisite gross-ups would improve governance optics, and periodic review of classified structure remains a broader governance consideration .