Kevin M. Farr
PolarisAbout Kevin M. Farr
Kevin M. Farr, age 67, has served as an independent director of Polaris Inc. since 2013 and is classified as a Class III director with a term expiring in 2027. He chairs the Audit Committee, is designated an “audit committee financial expert,” and serves on the Compensation Committee, bringing deep CFO, accounting, risk oversight, and consumer/manufacturing experience from Mattel and ChromaDex, as well as prior tenure at PricewaterhouseCoopers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChromaDex Corp. | Chief Financial Officer | 2017–2022 | Led finance for science-based nutraceutical company; regulatory/compliance and risk oversight |
| Mattel, Inc. | EVP & Chief Financial Officer; Controller; other finance roles | 1991–2017 (CFO 2000–2017) | Global consumer/manufacturing finance leadership; strategy/M&A; risk management |
| PricewaterhouseCoopers | Various roles | ~10 years | Public accounting, financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No current or prior public company directorships disclosed in past five years |
| West Los Angeles Ronald McDonald House Charities | Director | Current | Non-profit board service |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Farr is independent and marked as an audit committee financial expert .
- Committee assignments: Audit (Chair; 9 meetings in 2024), Compensation (Member; 6 meetings) .
- Board activity: Full Board met 8 times in 2024; each director attended at least 75% of the aggregate meetings of the Board and committees on which they served; all directors attended the 2024 Annual Meeting .
- Governance policies: Age limit 72 for directors; outside board service limited to five public boards for non-executives; hedging prohibited and pledging restricted with pre-approval; no directors or executive officers pledged stock in 2024 .
- Related parties: No related-person transactions requiring disclosure in 2024; Board/CG&N Committee oversee related-person policy .
- Section 16 compliance: All filing requirements complied with on a timely basis in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member annual cash retainer | $110,000 | Standard director fee |
| Audit Committee Chair fee | $20,000 | Role-based fee |
| Audit Committee Member fee | $10,000 | Member fee |
| Compensation Committee Member fee | $7,500 | Member fee |
| Total 2024 cash fees earned | $147,500 | Equals the sum above; Farr deferred his fees into a Fidelity investment account under the Director Deferred Compensation Plan |
- Director fees are eligible for deferral into common stock equivalents (CSEs) or investment funds; dividend equivalents accrue on CSEs .
- Perquisites: Use of Polaris products/parts and related gross-up are provided; Farr’s 2024 perquisites totaled $3,065 and tax gross-up $2,336 (total “All Other Compensation” $5,401) .
- Directors may use up to ten Polaris products at no charge to assess product experience; returned units sold above cost; parts/garments/services provided at no cost .
Performance Compensation
| Equity Element | Grant | Terms | Value |
|---|---|---|---|
| Deferred Stock Units (DSUs) | 1,801 units on April 25, 2024 | Fully vested upon issuance; dividend equivalents credited; delivered as shares upon separation or change in control | $150,000 target grant-date fair value; $83.28 per unit |
| Structure | — | No performance-based metrics tied to director equity; awards are time-based DSUs (fully vested) | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public boards (past 5 years) | None disclosed |
| Potential interlocks/conflicts | Proxy reviewed ordinary-course transactions involving other directors’ affiliations (Donaldson, US Bancorp, Mayo Clinic, SpaceX); no related-party issues disclosed for Farr |
Expertise & Qualifications
- Audit committee financial expert; extensive accounting/financial reporting expertise from CFO roles and public accounting .
- Strategy/M&A, risk management, regulatory/compliance experience from Mattel and ChromaDex .
- Consumer/manufacturing industry experience and global leadership .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial common stock | “–” | No direct common shares listed for Farr; percent of class “*” (less than 1%) |
| Common Stock Equivalents (CSEs) | 374 | Deferred cash fees converted into CSEs |
| Deferred Stock Units (DSUs) | 17,115 | Director equity awards plus dividend equivalents |
| Outstanding director equity awards (stock awards) | 17,489 | Total DSUs + CSEs as of 12/31/2024 |
| Ownership guidelines | 5x annual retainer ($550,000); all directors are in compliance | |
| Hedging/pledging | Hedging prohibited; pledging requires pre-approval; no directors/executives pledged shares in 2024 |
Governance Assessment
- Strengths: Farr’s audit chair role and “financial expert” designation enhance oversight of financial reporting, controls, and auditor independence; Audit (9 meetings) and Compensation (6 meetings) activity supports engagement, and Board attendance thresholds were met in 2024 . Independence affirmed, with no related-party transactions requiring disclosure .
- Alignment: Director equity granted annually via DSUs and stock ownership guideline of 5x retainer are in place; Farr holds substantial DSUs/CSEs and directors are guideline-compliant, supporting alignment with shareholder interests .
- Compensation structure: Cash fees plus fully-vested DSUs; use-of-product perquisite program exists, with tax gross-ups disclosed. Amounts are modest for Farr ($5,401), but tax gross-ups are a potential yellow-flag from a governance purist perspective; the company notes returned products are sold above cost .
- Broader context: 2024 Say-on-Pay for executives received 94% support, indicating general investor confidence in compensation governance (though focused on NEOs) . The company adopted an NYSE clawback policy for executives (mandatory restatement recovery); directors’ DSUs are not performance-based and thus outside typical clawback scope .
- Policy changes to monitor: Proposal 3 would remove the definition of “cause” for director removal in the charter while retaining the 75% voting threshold, increasing shareholder flexibility to determine cause if approved; investors should watch governance outcomes and how boards apply this in practice .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Kevin M. Farr | 147,500 | 149,987 | 5,401 | 302,888 |
- Cash fee components reflect Board member, Audit Chair, Audit Member, and Compensation Member fees .
- DSU award: 1,801 units at $83.28 per unit; target grant-date fair value ~$150,000; dividends accrue as equivalents .
- Perquisites and gross-up detail for Farr: $3,065 perqs and $2,336 gross-up .
Committee Participation Snapshot (2024)
| Committee | Role | Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Audit | Chair; Financial Expert | 9 | Financial reporting integrity; ICFR; compliance; auditor performance and independence; internal audit |
| Compensation | Member | 6 | Director and executive compensation; incentive plan administration; human capital strategy; succession planning; consultant independence (WTW) |
Attendance & Engagement
- Board met 8 times; directors attended at least 75% of aggregate Board and committee meetings; all attended 2024 Annual Meeting .
RED FLAGS
- Tax gross-ups on director perquisites (products/parts) are disclosed; while amounts are small for Farr, gross-ups can be viewed unfavorably by some investors .
- DSUs are fully vested upon grant, which reduces at-risk features of director equity; however, the structure is standard for many boards, with ownership guidelines as a counterbalance .
Summary Signal
Farr’s profile suggests strong board effectiveness in financial oversight and compensation governance with high engagement and independence, balanced by modest perquisite gross-ups and non-performance-based DSUs. Overall, signals support investor confidence in audit rigor and alignment through ownership guidelines while highlighting a minor governance yellow flag on gross-ups .