Michael T. Speetzen
PolarisAbout Michael T. Speetzen
Michael T. Speetzen (age 55) is Polaris Inc.’s Chief Executive Officer and a director since 2021, previously serving as interim CEO (Jan–Apr 2021) and EVP/CFO (2015–2020); his background includes CFO roles at Xylem and senior finance roles at Honeywell and GE, with operating experience at StandardAero and ITT . 2024 performance reflected an industry downcycle: sales of $7,175M (-20% YoY), adjusted EPS $3.25, adjusted EBITDA margin 8.9% . Pay-versus-performance disclosures show Company TSR down to $64.40 on a $100 basis in 2024 after stronger 2021–2023 periods, with 2024 net income $110.8M and adjusted EPS $3.25 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Polaris Inc. | Chief Executive Officer (interim Jan–Apr 2021; CEO since 2021); EVP & CFO | 2015–2020 (CFO); 2021–present (CEO) | Led through powersports downcycle; balance sheet strength and continued dividend increases; operational focus and dealer inventory health |
| Xylem, Inc. | SVP & CFO | 2011–2015 | Finance leadership for water technology spin and operations |
| ITT Corporation | Finance leadership | 2009–2011 | Corporate finance roles supporting manufacturing businesses |
| StandardAero | EVP & CFO | Prior to 2009 | MRO finance leadership |
| Honeywell, GE | Finance roles of increasing responsibility | Prior to StandardAero | Global finance, strategy & risk management experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pentair plc | Director | 2018–present | Public company board service; corporate governance experience |
Board Governance (director service, committees, dual-role implications)
- Director since 2021; currently not independent (as CEO) .
- Committee roles: None (Speetzen serves on the Board; not listed on committees) .
- Board leadership is separated: independent Chair (John P. Wiehoff), mitigating CEO/Chair concentration concerns .
- Board independence: majority independent; executive sessions held before/after each Board meeting; all directors attended ≥75% of meetings in 2024 (Board met 8 times) .
- Outside board service policy limits executives to no more than two public boards including Polaris .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,065,154 | 1,123,750 | 1,174,200 |
| Annualized Base Salary Set (Jan) ($) | N/A | N/A | 1,185,600 (effective Apr) |
| Target Bonus (% of base) | N/A | 135% (unchanged from 2023) | 135% |
| Actual AIP/Bonus Paid ($) | 1,603,057 | 811,348 | 792,585 (paid Mar 2025) |
| Stock Awards ($) | 2,957,842 | 3,300,279 | 3,318,386 |
| Option Awards ($) | 2,875,026 | 3,417,543 | 3,554,217 |
| All Other Compensation ($) | 263,024 | 220,557 | 186,736 |
| Total ($) | 8,764,103 | 8,873,477 | 9,026,124 |
| Director Fees ($) | – (CEO receives no director compensation) | – | – |
Perquisites detail (2024): use of Polaris products $20,763, parts/garments/accessories $17,463, tax gross-up on perquisites $32,826; company SERP match $79,747; BeniComp supplemental health premiums/annual physicals $15,766 .
Performance Compensation
Annual Cash Incentive (AIP) – FY 2024
| Element | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EPS (2H Bonus Plan for retention) ($) | 1.30 | 3.25 | 4.88 | 3.25 | 67.5% of base; $792,585 |
| Full-Year Bonus Plan EPS ($) | 6.60 | 8.25 | 9.08 | 3.25 (below floor; no payout) | 0% |
| Payment timing | — | — | — | — | Paid Mar 2025 |
AIP metric for 2024 was Adjusted EPS (with specified adjustments), with a supplemental plan adopted in H2 to address retention risk amid industry downcycle; only one plan could pay out and 2H plan did at target .
Long-Term Incentives – 2024 Grants
| Instrument | Grant date | Shares/Units | Price/Terms | Vesting |
|---|---|---|---|---|
| Stock Options | 01/31/2024 | 111,803 | $89.96 exercise price | 1/3 each on Feb 11, 2025; Feb 10, 2026; Feb 9, 2027; 10-year term; double-trigger CIC vesting |
| RSUs | 01/31/2024 | 19,755 | Time-based; no dividends on unvested | Vest in full on Feb 9, 2027; retirement/death/disability continuation; double-trigger CIC vesting |
| PRSUs (2024–2026) | 01/31/2024 | Target 19,755; Threshold 1,976; Max 39,510 | Metrics: EBITDA Margin, EBITDA, Revenue, Relative TSR (each 25%); ROIC ≥12% gate for EBITDA Margin & Revenue; 10% payout at threshold; 200% at max | Earn-out over 2024–2026; settle by Mar 15, 2027 |
2022–2024 PRSUs paid at 12.1% of target; above-threshold revenue, below-threshold EBITDA Margin/EBITDA/TSR; adjusted ROIC achieved at 12.6% .
PRSU Metric Targets (2024–2026)
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| EBITDA Margin (%) | 25% | 11.4% | 14.5% | 15.5% |
| EBITDA ($M) | 25% | 771 | 1,312 | 1,472 |
| Revenue ($M) | 25% | 6,765 | 9,051 | 9,494 |
| Relative TSR (percentile) | 25% | 25th | 50th | ≥90th |
| ROIC gate | — | — | 12% required for EBITDA Margin & Revenue payout | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 421,590 shares; less than 1% of outstanding (56,099,881 shares) |
| Breakdown | 22,031 direct; 878 family; 14,430 held via SERP trustee; options exercisable within 60 days: 384,251 |
| Options moneyness at 12/31/2024 | Stock price $57.62; option strikes predominantly ≥$70–$140, indicating options out-of-the-money at year-end |
| Unvested RSUs (counts/values) | 12,914 (2022 grant) $744,105; 14,508 (2023 grant) $835,951; 19,755 (2024 grant) $1,138,283 |
| Stock ownership guideline | CEO 7x base salary; all NEOs compliant |
| Hedging/pledging | Hedging prohibited; pledging requires pre-approval and financial capacity; no pledges by directors or executives in 2024 |
| Clawback | NYSE-compliant clawback adopted Oct 2, 2023; 3-year recovery of excess incentive pay on restatement; no indemnification |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (CIC) | 2x average annual cash comp (base + AIP over prior 3 years) upon termination without cause or for good reason within 24 months after a change-in-control; plus prior-year earned AIP; double-trigger required |
| Severance (non-CIC) | 1x base salary + prior-year AIP on termination without cause; plus certain benefits |
| Equity on CIC/termination | Options: accelerate if not continued/assumed or if terminated within one year (double-trigger); RSUs: immediate vesting on CIC if not continued/assumed or terminated within one year; PRSUs: pro rata vesting at target on CIC if not continued/assumed or terminated within one year; pro rata vesting on retirement/death/disability; specified proration rules apply |
| Non-compete / non-solicit | 18 months post-termination tied to receipt of certain equity grants |
| Deferred compensation (SERP) | Executive contributions $281,930; company match $79,747; aggregate SERP balance $2,825,685 (2024); ability to defer RSU/PRSU settlements (Speetzen deferred 50% RSU shares in 2024 vesting) |
Performance & Track Record
Stock performance (value of $100 investment):
| Year | Company TSR ($ value) |
|---|---|
| 2021 | 113.33 |
| 2022 | 106.51 |
| 2023 | 102.50 |
| 2024 | 64.40 |
Operating performance:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Sales ($M) | 8,934.4 | 7,175.4 |
| Adjusted EBITDA ($M) | 1,020.9 | 635.4 |
| Adjusted EBITDA Margin (%) | 11.4% | 8.9% |
| Net Income ($M) | 502.8 | 110.8 |
| Adjusted EPS ($) | 9.16 | 3.25 |
Compensation Peer Group (benchmarking)
- Peer group includes 20 industrial/consumer companies: AGCO, BorgWarner, Brunswick, Dana, Donaldson, Dover, Flowserve, Fortive, Harley-Davidson, Hasbro, LKQ, Mattel, Oshkosh, Parker-Hannifin, Pentair, Snap-On, Stanley Black & Decker, Thor Industries, Timken, Toro .
- Positioning: Polaris revenue $7,175M (56th percentile vs peers); market cap $3,213M (4th percentile); employees 15,000 (33rd percentile) .
- Philosophy: target base salary at market median; annual and long-term incentives above median to align pay with performance .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 94% of votes cast in favor; Committee maintained consistent program but adopted supplemental 2H bonus plan to address retention amid downcycle .
- Shareholder engagement: outreach to holders of ~65% of shares; management met with ~12%; enhanced governance disclosures in response .
Compensation Structure Analysis
- Mix shift and risk balance: 2024 LTI mix 50% options, 25% PRSUs, 25% RSUs (continued emphasis on performance-based equity) .
- Base salary increase: +4.0% for CEO in 2024 to maintain competitiveness .
- Supplemental bonus plan: 2H plan introduced due to expected zero payout under full-year plan; paid at target on Adjusted EPS ($3.25) .
- Clawback strengthened (NYSE policy) and hedging/pledging restrictions maintained .
- No option repricing; grants timed post-earnings release to avoid MNPI concerns .
Risk Indicators & Red Flags
- Tax gross-ups on perquisites are provided; 2024 gross-up $32,826 for Speetzen .
- Supplemental retention bonus adoption amid downcycle (optics risk), though formulaic and disclosed .
- Related-party transactions: none requiring disclosure in 2024 .
- No hedging or pledging (aligned with shareholder-friendly policy) .
- Option awards currently out-of-the-money at 12/31/2024, reducing near-term exercise/selling pressure .
Equity Vesting Calendar (trading signal awareness)
| Grant | Units | Next vest date(s) |
|---|---|---|
| 2022 RSU | 12,914 unvested (at 12/31/24) | Jan 26, 2025 |
| 2023 RSU | 14,508 unvested (at 12/31/24) | Feb 1, 2026 |
| 2024 RSU | 19,755 | Feb 9, 2027 |
| 2024 Options | 111,803 | Feb 11, 2025; Feb 10, 2026; Feb 9, 2027 |
| 2024 PRSUs (target) | 19,755 | Performance period ends Dec 31, 2026; settle by Mar 15, 2027 |
Director Compensation (context for board service)
- Independent director fees: Board member $110,000; Chair $170,000; committee chair/member fees per role; deferred stock units $150,000 grant value in 2024; CEO receives no director compensation .
- Director stock ownership guideline: 5x annual retainer ($550,000); directors compliant .
Investment Implications
- Alignment: CEO meets a stringent 7x salary ownership guideline; no hedging/pledging; equity is heavily performance/time-based with long-dated vesting (RSUs/PRSUs into 2027), anchoring long-term alignment .
- Selling pressure: Options are out-of-the-money at year-end; near-term vesting consists of RSUs (2025/2026/2027), implying potential Form 4 activity around vest dates but limited option-driven sales absent price recovery .
- Retention and incentive quality: Adoption of a supplemental 2H bonus (paid at target) buffered zero payout risk in a downcycle; PRSU payouts for 2022–2024 were only 12.1%, evidencing pay-for-performance rigor; ongoing PRSU metrics require EBITDA improvement, revenue growth, and TSR competitiveness with a ROIC gate .
- Change-in-control economics: Double-trigger structure and 2x cash multiple are standard; equity accelerates only under specific CIC conditions, limiting windfalls absent termination, which is governance-friendly .
- Performance backdrop: 2024 saw a sharp TSR decline and earnings compression due to industry pressures; monitoring execution against PRSU targets and dealer inventory normalization is key for forward incentive realization and potential estimate revisions .