John P. Wiehoff
PolarisAbout John P. Wiehoff
Independent Chair of the Board at Polaris Inc. since 2021; age 63; director since 2007. Core credentials include former Chairman and CEO of C.H. Robinson Worldwide with senior finance roles (including CFO), plus prior experience at Arthur Andersen, bringing accounting, financial reporting, risk management, global operations, and strategic transformation expertise to Polaris . The Board classifies him as independent and separates Chair and CEO roles to enhance oversight and executive session leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Chairman of the Board | 2007–2020 | Led governance and strategic oversight at a ~$24B revenue global logistics company . |
| C.H. Robinson Worldwide, Inc. | Chief Executive Officer | 2002–2019 | Executed multi‑year strategy and technology transformation; developed global leadership experience . |
| C.H. Robinson Worldwide, Inc. | President & Chief Financial Officer | Noted among leadership roles | Built accounting/financial reporting and risk management credentials as a public-company CFO . |
| Arthur Andersen LLP | Various positions | Not disclosed | Foundation in accounting and controls . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Union Pacific Corporation | Director | 2023 | Oversight at a major North American railroad . |
| U.S. Bancorp | Director | 2020 | Oversight at a top-five U.S. bank; Polaris reviewed ordinary-course transactions with U.S. Bancorp for independence (immaterial) . |
| Donaldson Company, Inc. | Former Director | 2003–2022 | Prior board role; Polaris reviewed ordinary-course purchases from Donaldson for independence (immaterial) . |
| C.H. Robinson Worldwide, Inc. | Former Director | 2002–2020 | Long-standing governance role aligned with operating leadership . |
Board Governance
- Role and independence: Independent Chair with defined duties (agenda approval, executive session leadership, liaison to CEO/independent directors, major shareholder availability, evaluation coordination, CEO evaluation coordination) .
- Committee assignments: Compensation Committee member; Corporate Governance & Nominating Committee member .
- Committee activity: Compensation Committee met 6 times; Corporate Governance & Nominating met 4 times in 2024 .
- Board activity and attendance: Board met 8 times in 2024, typically with executive sessions chaired by Wiehoff; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Independence determinations: Board determined all directors except the CEO are independent; ordinary-course transactions with entities tied to certain directors (including U.S. Bancorp and Donaldson) were immaterial and conferred no personal benefit; all committee members are independent .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Board Member Retainer | $110,000 | Standard annual cash retainer . |
| Independent Board Chair Premium | $170,000 | Additional annual cash for Chair role . |
| Compensation Committee Member Fee | $7,500 | Annual fee for committee membership . |
| Corporate Governance & Nominating Committee Member Fee | $5,000 | Annual fee for committee membership . |
| Total Cash Fees (earned) | $292,500 | Sum of applicable fees for Wiehoff’s roles . |
| Perquisites | $2,663 | Use of Polaris products/parts, PG&A . |
| Tax Gross-ups on Perquisites | $2,030 | Gross-up for taxes on product/perquisite usage . |
| All Other Compensation | $4,693 | Perquisites + gross-ups . |
| Total Director Compensation | $447,180 | Cash + stock awards + other compensation . |
- Director stock ownership guideline: 5x annual Board retainer ($550,000) for independent directors; all directors in compliance .
Performance Compensation
| Equity Item | Grant specifics | Vesting/Distribution | Value |
|---|---|---|---|
| Deferred Stock Units (DSUs) | 1,801 DSUs granted to each continuing independent director on April 25, 2024; grant-date price $83.28 | Fully vested at grant; paid out in common stock upon termination of board service or change in control; dividend equivalents accrue as additional DSUs . | $149,987 grant-date fair value . |
Compensation Committee performance metric framework (for NEO PRSUs overseen by the committee on which Wiehoff serves):
| Metric (Weight) | Threshold | Target | Maximum |
|---|---|---|---|
| EBITDA Margin % (25%) | 11.4% | 14.5% | 15.5% |
| EBITDA ($mm) (25%) | $771 | $1,312 | $1,472 |
| Revenue ($mm) (25%)* | $6,765 | $9,051 | $9,494 |
| Relative TSR (percentile) (25%) | 25th | 50th | ≥90th |
| ROIC Gate* | Adjusted ROIC ≥12% required for Revenue/EBITDA Margin payouts |
Note: The DSUs for directors are service-based, not performance-based; the PRSU metrics above reflect pay-for-performance design for executives under the committee’s oversight .
Other Directorships & Interlocks
| Counterparty | Relationship to Wiehoff | Polaris Relationship | Materiality/Process |
|---|---|---|---|
| U.S. Bancorp | Director since 2020 | Ordinary-course purchases reviewed in independence assessment | Below greater of $1,000,000 or 2% of recipient’s revenues in FY22–FY24; no personal benefit; approved as immaterial . |
| Donaldson Company, Inc. | Former Director (2003–2022) | Ordinary-course purchases reviewed in independence assessment | Below thresholds; no personal benefit; approved as immaterial . |
Expertise & Qualifications
- Strategy, technology transformation, and global leadership from senior roles at C.H. Robinson; accounting/financial reporting and risk management as public-company CFO; corporate governance experience across multiple public boards .
- Skills matrix designates him with corporate governance, strategy/M&A, risk oversight, financial expertise, and executive leadership aligned to Polaris’ strategic pillars (Board skills matrices described) .
Equity Ownership
| Ownership Item (as of Feb 14, 2025) | Quantity | Notes |
|---|---|---|
| Common Shares Beneficially Owned | – | No direct common shares shown in the table for Wiehoff . |
| Common Stock Equivalents (CSEs) | 41,184 | Deferred into CSEs under Director Deferred Compensation Plan . |
| Deferred Stock Units (DSUs) | 36,705 | DSUs under Omnibus Incentive Plan . |
| Total Stock Awards (CSEs + DSUs) | 77,889 | Outstanding stock awards at FY-end (matches detailed awards table) . |
| Shares Outstanding (Company) | 56,099,881 | Denominator for ownership % . |
| Ownership as % of Shares Outstanding | ~0.139% | Calculated: 77,889 ÷ 56,099,881; based on values cited . |
| Hedging/Pledging | Prohibited; no pledging by directors/executives in 2024 | Governance policy and 2024 compliance . |
| Director Ownership Guideline Compliance | In compliance | Guideline is 5x annual retainer; Board states all directors comply . |
Governance Assessment
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Strengths:
- Independent Chair since 2021 with robust responsibilities and active executive sessions, enhancing board oversight and CEO accountability .
- Long tenure (since 2007) and deep operational/finance background improve risk oversight and strategic guidance during downcycles .
- High committee independence; engagement reflected in 2024 outreach and responsive disclosures; strong say‑on‑pay support (94%), signaling investor confidence in compensation oversight .
- Clear related‑party review framework; ordinary‑course interlocks (U.S. Bancorp, Donaldson) assessed as immaterial with no personal benefit .
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Watch items / RED FLAGS:
- Perquisites and tax gross‑ups are provided (including for directors), which some investors view as shareholder‑unfriendly, though amounts are small for Wiehoff ($2,663 perqs; $2,030 gross‑ups in 2024) .
- Direct common stock ownership not disclosed (table shows “–”), with alignment primarily via CSEs/DSUs rather than currently voteable common shares .
- Outside board interlocks require ongoing monitoring for potential conflicts; current review indicates immaterial transactions and no personal benefit .
- Classified board structure remains in place; Board rationale emphasizes stability/continuity, but investors may prefer annual elections .
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Overall view: Governance practices around independence, committee composition, executive sessions, clawbacks, hedging/pledging restrictions, and ownership guidelines are robust; alignment is supported via substantial DSU/CSE holdings and Chair-level leadership, with small perquisite gross‑ups and limited direct common share ownership noted as minor concerns .