Gwynne E. Shotwell
PolarisAbout Gwynne E. Shotwell
Gwynne E. Shotwell is an independent director of Polaris Inc. since 2019. She is President and COO of SpaceX (since 2008) and previously served as VP, Business Development (2002–2008); prior roles include Director, Space Systems Division at Microcosm and Senior Project Engineer at The Aerospace Corporation. She is age 61 in the 2025 proxy, and her board skills emphasize technology/innovation, manufacturing, product quality and safety, and regulatory/risk management; she also serves as a Trustee of Northwestern University and director of Minerva Project and SpaceX .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SpaceX | President & COO | Since 2008 | Leads operations; regulatory and risk management experience |
| SpaceX | VP, Business Development | 2002–2008 | Business development leadership |
| Microcosm, Inc. | Director, Space Systems Division | n/d | Product and space mission engineering exposure |
| The Aerospace Corporation | Senior Project Engineer | n/d | Engineering and operations experience |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| SpaceX | Director | Current (private company) | Technology and operations oversight |
| Minerva Project | Director | Current | Education technology perspective |
| Northwestern University | Trustee | Current | Governance and institutional oversight |
Board Governance
- Independence: Independent director since 2019 .
- Committee assignments (2024–2025): Audit Committee member; Technology & Innovation Committee member; not a chair .
- Committee meeting cadence:
- 2022: Board (5), Audit (9), Compensation (5), Corporate Governance (4), Technology & Innovation (2) .
- 2024: Technology & Innovation (2); Corporate Governance & Nominating (4) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2020 and 2022; Annual Meeting attendance noted (applies to all directors, including Shotwell) .
| Committee | Role | 2022 Meetings | 2024 Meetings |
|---|---|---|---|
| Audit | Member | 9 | n/d |
| Technology & Innovation | Member | 2 | 2 |
| Corporate Governance & Nominating | Not a member | 4 | 4 |
- Executive sessions: Board meetings typically preceded/followed by executive session of independent directors (chair presides) .
Fixed Compensation
Director compensation uses cash retainers plus annual Deferred Stock Units (DSUs); committee roles carry additional fees.
| Element | 2019 | 2021 | 2023 | 2024 |
|---|---|---|---|---|
| Board Member cash retainer ($) | 85,000 | 90,000 | 110,000 (from Apr 28, 2023) | 110,000 |
| DSU annual grant target ($) | 130,000 | 140,000 | 150,000 | 150,000 |
| Audit Committee member fee ($) | 10,000 | 10,000 | 10,000 | 10,000 |
| Technology & Innovation Committee member fee ($) | 2,500 | 2,500 | 2,500 | 2,500 |
Additional details:
- DSUs are fully vested at grant; settle upon director’s departure or change-in-control; dividend equivalents accrue and are deferred into additional DSUs .
- Directors may elect to defer cash fees into Common Stock Equivalents (CSEs) or Fidelity investment options under the Director Deferred Compensation Plan; CSEs accrue dividend equivalents and count toward ownership guidelines .
Performance Compensation
- Directors do not receive performance-based compensation (no PSU targets or option grants in the director program); compensation comprises cash fees and DSUs only .
| Performance Metric Feature | 2024 Status |
|---|---|
| Performance-based equity (PSUs/options) | Not part of director compensation program |
| Discretionary bonus | Not applicable for directors |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Former public company boards (last 5 years) | None |
Expertise & Qualifications
- Technology and innovation leadership; manufacturing, product quality and safety expertise; global operations; regulatory and risk management .
- Consumer insights and strategy experience from aerospace sector and mission engineering .
- Engineering education and technical credentials; Trustee at Northwestern University .
Equity Ownership
Stock ownership guidelines require directors to hold at least 5× the annual board retainer (currently $550,000) within four years; DSUs and CSEs count toward compliance. The company reports all directors are in compliance .
| Metric | 2024 (as of Feb 16, 2024) | 2025 |
|---|---|---|
| Beneficial common shares | 0 | – |
| Percent of class | <1% (*) | <1% (*) |
| Common Stock Equivalents (CSEs) | 5,790 | 7,640 |
| Deferred Stock Units (DSUs) | 7,589 | 9,703 |
Notes:
- Percent of class indicated as “*” in filings (less than 1%) .
- DSUs/CSEs earn dividend equivalents and count toward guidelines .
Governance Assessment
- Board effectiveness: Shotwell’s Audit Committee membership and technology oversight roles add risk management and innovation depth; her background in safety and regulatory compliance is aligned with Polaris’s product and manufacturing risk profile .
- Independence and engagement: Classified independent; committee memberships maintained across years; board-level disclosure shows directors met attendance thresholds (≥75%) in reported years and regular executive sessions occur, supporting robust governance .
- Alignment: Strong equity-linked compensation via DSUs and elective CSE deferrals; compliance with 5× retainer ownership guidelines enhances skin-in-the-game .
- Potential conflicts and perquisites: Shotwell is SpaceX President & COO; no related-party transactions disclosed involving her; directors may use Polaris products at no charge (up to ten), a standard board program the company discloses and sells returned units to dealers above cost, mitigating perquisite risk .
- Compensation structure signal: Modest, market-aligned shifts—cash retainer increased to $110k and DSU target to $150k in 2023; maintained in 2024; no options or performance awards for directors; use of independent consultant Willis Towers Watson and independence assessed (for executive and director comp processes) .
RED FLAGS: None disclosed specific to Shotwell (no low attendance, no related-party transactions, no option repricing, no pledging reported in ownership tables). Continued monitoring appropriate for any SpaceX-related dealings; Corporate Governance & Nominating Committee oversees conflicts and related person transactions .