Lawrence D. Kingsley
PolarisAbout Lawrence D. Kingsley
Independent director of Polaris Inc. (PII) since 2016; age 62 per the 2025 proxy. Kingsley brings innovation and technology expertise along with global executive leadership, strategy, M&A, risk oversight, and corporate governance experience from Pall Corporation and IDEX Corporation and other public company board leadership roles. He serves on Polaris’s Compensation Committee and Technology & Innovation Committee, and is deemed independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pall Corporation | CEO & President; later Chairman & CEO | 2011–2013; 2013–2015 | Led global filtration/separations company; brought innovation/technology and regulatory/compliance experience to board service. |
| IDEX Corporation | Chairman, President & CEO | 2005–2011 | Executive leadership in fluid/health and science technologies; strategy and M&A experience. |
| Danaher, Kollmorgen, Weidmuller | Management roles | Not specified | Built manufacturing/industrial operational expertise; risk management exposure. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDEXX Laboratories, Inc. | Chair | Since 2019 | Public company; pet healthcare innovation. |
| Mirion Technologies Inc. | Chair | Since 2021 | Public company in medical/technological products. |
| Rockwell Automation | Director | 2013–2021 | Former public board. |
| Berkshire Partners | Advisory Director | Since May 2016 | Serves on boards of portfolio companies CPP and Harvey Performance. |
| Thousand Islands Land Trust | Board member and President | Not specified | Non-profit leadership. |
Board Governance
- Independence: Board determined all directors, except the CEO, are independent; Kingsley is listed as independent.
- Committee assignments: Compensation Committee (member); Technology & Innovation Committee (member). No chair roles.
- Committee activity: Compensation Committee met 6 times in 2024; Technology & Innovation met 2 times.
- Attendance: The full Board met 8 times in 2024; every director attended at least 75% of Board and committee meetings and all directors attended the 2024 Annual Meeting. Executive sessions of independent directors occur before/after meetings, led by the independent Chair.
- Board leadership: Independent Chair (John P. Wiehoff) with defined duties including executive sessions, agenda-setting, and CEO liaison.
- Outside board service policy: Non-executive directors expected to serve on no more than five public boards; pre-clearance required for new for-profit boards to assess conflicts/time commitments.
- Related-party transactions: None requiring disclosure in 2024; policy requires Corporate Governance & Nominating Committee approval for any related-person transactions over $120,000.
Fixed Compensation
| Component (2024) | Amount | Basis |
|---|---|---|
| Board member retainer | $110,000 | Standard annual cash retainer. |
| Compensation Committee member fee | $7,500 | Annual member fee. |
| Technology & Innovation Committee member fee | $2,500 | Annual member fee. |
| Total cash fees (reported) | $120,000 | Matches director compensation table for Kingsley. |
| Perquisites (use of products, parts/PG&A, services) | $11,868 | Imputed value for product usage and PG&A/services. |
| Tax gross-up on perquisites | $9,045 | Company-provided gross-up on taxable perqs. |
| All Other Compensation total | $20,913 | Sum of perqs and gross-up per table. |
Notes:
- No meeting fees disclosed; compensation comprises retainer, committee fees, and equity awards.
- Directors may defer cash fees into Common Stock Equivalents (CSEs) or Fidelity options under the Director Deferred Compensation Plan.
Performance Compensation
| Equity Award Type | Grant details | Vesting and payout terms |
|---|---|---|
| Deferred Stock Units (DSUs) | Annual grant with target fair value $150,000; on April 25, 2024, continuing independent directors each received 1,801 DSUs at $83.28 per unit. | Fully vested upon issuance; one share delivered per DSU upon end of service or earlier change in control; dividend equivalents accrue as DSUs. |
- Performance metrics tied to director compensation: None disclosed; DSU grants are service-based and fully vested at grant (no TSR/financial metric linkage for directors).
Other Directorships & Interlocks
| Company/Institution | Type | Potential Interlock/Conflict with Polaris |
|---|---|---|
| IDEXX Laboratories; Mirion Technologies | Public company boards (Chair) | Not in powersports; no specific related-party transactions disclosed involving these firms. |
| Berkshire Partners portfolio boards (CPP, Harvey Performance) | Private company boards via advisory role | No Polaris transactions disclosed; related-person transaction policy in place. |
- Governance independence review covered certain ordinary-course transactions (Donaldson, US Bancorp, Mayo Clinic, SpaceX) and concluded immaterial amounts and no personal benefit; Kingsley’s affiliations not cited in those reviews.
Expertise & Qualifications
- Innovation/technology and global executive leadership from Pall and IDEX; strategy and M&A; risk management/oversight; corporate governance and regulatory/compliance expertise from multiple public boards.
Equity Ownership
| Holding category | Amount/Status |
|---|---|
| Stock awards outstanding (DSUs + CSEs + dividend equivalents) at 12/31/2024 | 19,683 units for Kingsley. |
| Director stock ownership guidelines | Minimum holding value of 5x annual retainer ($550,000); compliance required within 4 years; all directors are in compliance. |
| Hedging/Pledging policy | Hedging prohibited; pledging only with pre-approval and demonstrated repayment capacity; no pledges by directors in 2024. |
| DSU change-in-control treatment | DSUs convert to common shares and are distributed upon change in control or termination of board service. |
Governance Assessment
- Board effectiveness and independence: Kingsley is independent, engaged via two committees, with Board-wide attendance at least 75% in 2024; committee cadence indicates active oversight (Compensation 6x; Tech & Innovation 2x). This supports investor confidence in governance continuity during a downcycle.
- Compensation alignment: Director pay is balanced between cash ($120,000) and equity ($149,987 DSU grant), with ownership guidelines requiring substantial personal holdings; Kingsley’s outstanding DSUs/CSEs total 19,683 units, reinforcing alignment.
- Potential conflicts: Kingsley chairs IDEXX and Mirion; neither appears in related-party reviews and no transactions requiring disclosure were reported for 2024. Outside board service is governed by limits and pre-clearance, mitigating overboarding and conflicts.
- Red flags:
- Tax gross-ups on director perquisites exist (Kingsley $9,045), which many investors view as shareholder-unfriendly.
- Classified board structure remains in place; while the Board argues long-term focus benefits, some shareholders prefer annual elections for accountability.
- Single-trigger distribution of director DSUs upon change in control could be viewed as less performance-contingent; common in director plans but note for governance purists.
- Shareholder signals: Robust engagement (outreach to holders of ~65% of shares; meetings with ~12%) and strong 2024 Say-on-Pay support (94%) suggest constructive investor dialogue on compensation/governance practices.