James Williams

About James Williams

James P. Williams is Senior Vice President and Chief Human Resources Officer at Polaris Inc. (PII). He joined Polaris in April 2011 and has served as CHRO since September 2015; he is 62 years old as of February 18, 2025 . Under his tenure, executive pay architecture emphasizes Adjusted EPS for annual incentives and multi‑year PRSUs tied to adjusted revenue, EBITDA margin, EBITDA dollars, relative TSR, and a 12% ROIC gate; the 2022–2024 PRSU cycle paid 12.1% of target after revenue was slightly above threshold while EBITDA metrics and relative TSR were below threshold, with ROIC at 12.6% . Company say‑on‑pay support was 94% in 2024, and stock ownership, hedging, and pledging policies apply to all NEOs; Williams’ ownership guideline equals 2x base salary and all NEOs were in compliance, with no pledging in 2024 .

Past Roles

External Roles

No external public company board roles disclosed in reviewed filings for Williams .

Fixed Compensation

Notes:

• 2024 AIP operated via a supplemental 2H Bonus Plan; Adjusted EPS target of $3.25 paid out at target (cash payouts 40%–67.5% of base for NEOs), while the Full Year Bonus Plan did not pay due to a floor of $6.60 not being met .

Performance Compensation

Additional historical context: 2019–2021 PRSUs used Net Income Growth (50%), Revenue Growth (25%), Relative TSR (25%), with adjusted ROIC required before net income or revenue payout; 2017–2019 PRSUs achieved TSR at the 58.7th percentile .

Equity Ownership & Alignment

• Stock ownership guidelines: 2x base salary for Williams; all NEOs in compliance; hedging prohibited and pledging barred absent pre‑approval; no pledges by directors or executive officers in 2024 .
• 2024 vesting and realized value:
  • Shares acquired on vesting: 2,895; value realized: $250,036 (RSUs vested Jan 27, 2024 at $91.37; PRSUs vested Jan 29, 2025 at $48.78) .
• Outstanding equity at FY‑end 2024 (target/units and market values):
  • PRSUs (2023–2025 cycle): 2,654 target units; $152,923 market/payout value .
  • PRSUs (2024–2026 cycle): 3,599 target units; $207,374 market/payout value .
  • RSUs (time‑based): 2,695 units ($155,286), 2,654 units ($152,923), 3,599 units ($207,374) .

Options and RSUs Detail (Grant and Vesting)

Historical option positions outstanding at FY‑end 2024 (selected):

• 11,751 exercisable / 5,875 unexercisable at $111.32, expiring Jan 26, 2032 .
• 4,783 exercisable / 9,566 unexercisable at $117.78, expiring Feb 1, 2033 .
• 20,369 unexercisable at $89.96, expiring Jan 31, 2034 .
• Older tranches outstanding (exercise prices $84.58–$146.63) with expirations from Jan 28, 2025 to Jan 27, 2031 .

Insider selling pressure indicators:

• Options exercised in 2024: none for Williams (0 shares) .

Employment Terms

• Severance agreements:
  • Change‑in‑control (double trigger within 24 months): lump sum equal to 2x average annual cash compensation (base + cash incentives) for the prior three fiscal years; plus any earned but unpaid prior‑year incentive; equity accelerates only if awards are not continued/assumed or upon qualifying termination within one year .
  • Non‑CIC termination (without cause): 1x base salary plus prior year cash incentive; COBRA premiums for 12 months; reasonable outplacement; release of restrictions on RSUs/PRSUs where performance periods have expired; pro‑rata vesting rules apply to PRSUs on certain terminations; RSUs continue vesting upon retirement/death/disability subject to notice/eligibility .
• Non‑compete and non‑solicit: required as condition to certain equity grants; 18 months post‑termination for NEOs .
• Potential payouts (illustrative, as disclosed for FY‑end 2024 termination scenarios):
  • Without Cause (Non‑CIC): total $1,361,982 (cash comp $856,559; PRSUs $171,074; RSUs $308,209; medical/dental $26,140) .
  • CIC w/ termination: total $2,531,457 (cash comp $1,844,800; PRSUs $171,074; RSUs $515,583) .
  • Death/Disability: total $911,657 (AIP $225,000; PRSUs $171,074; RSUs $515,583) .
  • Retirement: total $837,851 (AIP $225,000; PRSUs $100,929; RSUs $308,209; medical/dental $54,615; PG&A parts/garments/accessories $149,098) .
• Clawbacks: NYSE policy implemented; mandatory restatement clawbacks not conditioned on fault, with limited impracticability exceptions; no indemnification for recovered compensation .
• Hedging/pledging: Speculative trading prohibited; pledging requires pre‑approval and demonstration of capacity to repay without resorting to pledged shares; no pledges in 2024 .

Investment Implications

• Alignment and retention: Ownership guideline of 2x salary and no pledging enhance alignment; 2024 option/RSU grants with three‑year vest schedules create multi‑year retention hooks; Williams exercised no options in 2024, reducing near‑term selling pressure .
• Pay for performance: AIP and PRSUs are tightly linked to Adjusted EPS, revenue/EBITDA performance, and TSR, with a prudent ROIC gate; the 2022–2024 PRSU under‑payout (12.1%) signals disciplined calibration against weaker EBITDA/TSR, mitigating windfalls in downcycles .
• Change‑in‑control economics: Double‑trigger structure and 2x cash multiple are market‑standard; equity requires non‑continuation or qualifying termination, curbing single‑trigger windfalls; non‑compete durations (18 months) and pro‑rata PRSU vesting on certain terminations balance retention and fairness .
• Trading signals: 2024 vesting of 2,895 shares and no option exercises suggest limited forced selling; ongoing unvested RSUs/PRSUs and sizable unexercised options with strikes from $84.58–$117.78 imply sensitivity to stock price recovery for future exercises and potential selling windows .