Mike Dougherty
PolarisAbout Mike Dougherty
Mike D. Dougherty is Polaris Inc.’s President of On Road and International, appointed in December 2019; he previously served as President of International since September 2015. He is 57 years old, and has been an executive officer at Polaris since 2015 . Company performance during 2024 reflected industry pressure: sales were $7,175M (down 20% YoY), GAAP EPS was $1.95, adjusted EPS was $3.25 (down 65% YoY), and adjusted EBITDA margin was 8.9%; the Company’s TSR value of a $100 initial investment was $64.40 in 2024 versus $102.50 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Polaris Inc. | President, On Road & International | Dec 2019–present | Global leadership of On Road and International businesses |
| Polaris Inc. | President, International | Sep 2015–Dec 2019 | Led expansion and oversight of international operations |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annualized Base Salary Rate ($) | $598,000 |
| Salary Earned ($) | $592,250 |
| Target Bonus (% of base) | 100% |
| Actual Bonus Paid ($) | $296,125 (50% of base under 2H bonus plan, paid Mar 2025) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Component | Design Detail |
|---|---|
| Company metric | Adjusted EPS (primary metric) |
| GBU component (for GBU leaders incl. Dougherty) | 30% of AIP based on business unit revenue and gross profit dollars; above-target revenue requires meeting/exceeding gross margin target |
| 2H bonus plan ranges | Target payout 40–67.5% of base; Dougherty paid 50% of base |
PRSUs – 2024–2026 performance cycle
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| EBITDA Margin (%)* | 25% | 11.4% | 14.5% | 15.5% |
| EBITDA ($M) | 25% | $771 | $1,312 | $1,472 |
| Revenue ($M)* | 25% | $6,765 | $9,051 | $9,494 |
| Relative TSR (percentile) | 25% | 25th | 50th | ≥90th |
| Dougherty PRSU units (2024 grant) | — | 445 | 4,447 | 8,894 |
*Payouts under EBITDA Margin and Revenue require adjusted ROIC ≥12% .
Prior PRSU result – 2022–2024 cycle
| Metric | Threshold | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| EBITDA Margin (%) | 11.9 | 13.5 | 8.9 | 0% |
| EBITDA ($M) | $780 | $1,196 | $635 | 0% |
| Revenue ($M) | $5,951 | $8,860 | $7,175 | 12.1% total payout |
| Relative TSR (percentile) | 25th | 50th | 8.4 | 0% |
Stock Options – 2024 grant
| Detail | Value |
|---|---|
| Options granted (shares) | 25,166 |
| Exercise price | $89.96 (closing price on 1/31/24) |
| Vesting schedule | 1/3 on Feb 11, 2025; 1/3 on Feb 10, 2026; 1/3 on Feb 9, 2027 |
| Term | 10 years |
| CIC treatment | Immediate vest if not continued/assumed/replaced OR if terminated without cause/for good reason within 1 year (double trigger) |
RSUs – time-based vesting
| Grant | Unvested Units (#) | Vest Date | Notes |
|---|---|---|---|
| 2022 RSU | 2,799 | Jan 26, 2025 | 121 shares withheld for FICA/Medicare in Dec 2022 |
| 2023 RSU | 2,848 | Feb 1, 2026 | 124 shares withheld for FICA/Medicare in Dec 2023 |
| 2024 RSU | 4,262 | Feb 9, 2027 | 185 shares withheld for FICA/Medicare in Dec 2024; original grant 4,447 |
| CIC treatment | Immediate vest if not continued/assumed/replaced OR if terminated without cause/for good reason within 1 year (double trigger) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct shares | 18,517 |
| Family-held shares | 36,007 |
| ESOP shares | 4,733 |
| SERP shares | 8,256 |
| Options exercisable within 60 days | 102,341 |
| Ownership % of outstanding | <1% (individuals indicated as less than 1%) |
| Executive stock ownership guideline | 2x base salary (all NEOs compliant) |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless pre-approved; no pledges in 2024 |
| Clawback policy | NYSE-compliant clawback adopted Oct 2, 2023 (restatement-triggered recovery over 3-year lookback) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance – CIC | Lump sum 2x average annual cash comp (base + AIP) over the prior 3 fiscal years if terminated without cause or for good reason within 24 months post-CIC; earned but unpaid prior-year AIP paid; no AIP for year of termination |
| Severance – non-CIC | Lump sum 1x base salary + prior-year AIP paid amount; earned but unpaid prior-year AIP; eligibility for retirement benefits per plan |
| COBRA & outplacement | Company pays up to one year of COBRA premiums for NEO + dependents; reasonable executive outplacement services |
| Equity upon termination | RSUs continue to vest on retirement/death/disability; PRSUs vest pro-rata on scheduled date if retired/terminated without cause; options fully accelerate on death/disability/retirement; double-trigger acceleration on CIC if not continued or terminated without cause/for good reason within 1 year |
| Non-compete / non-solicit | Required as a condition of certain equity grants; 18 months post-termination |
Additional 2024 Compensation Detail
| Component | Amount ($) |
|---|---|
| Stock Awards (PRSUs + RSUs, grant-date fair value) | $746,987 |
| Option Awards (grant-date fair value) | $800,027 |
| Non-Equity Incentive (AIP) | $296,125 |
| All Other Compensation | $97,016 |
| Breakdown – SERP match | $25,203 |
| Breakdown – 401(k) match | $17,250 |
| Life insurance premium | $546 |
| BeniComp + physicals | $12,412 |
| Financial planning reimbursement | $10,000 |
| Use of Polaris products | $20,890 |
| Parts/garments/services | $9,162 |
| Tax gross-up on perquisites | $25,806 |
Insider Selling Pressure and Upcoming Vesting
- Upcoming RSU vesting over the next three years: 2,799 (Jan 26, 2025), 2,848 (Feb 1, 2026), 4,262 (Feb 9, 2027), which can create periodic selling pressure around vest dates depending on net share delivery and tax withholdings .
- Options from the 2024 grant vest in equal thirds in 2025/2026/2027 at an exercise price of $89.96; exercisability windows could also influence trading activity if in-the-money .
Governance and Shareholder Signals
- Say‑on‑Pay approval was 94% in 2024, indicating strong investor support for the compensation program despite industry headwinds .
- No related-party transactions in 2024 requiring disclosure, and all Section 16 filings were timely .
- Compensation peer group (20 companies, incl. AGCO, Harley‑Davidson, Brunswick, Toro, Parker‑Hannifin, etc.) anchors market comparisons; NEO target annual incentive opportunities ranged from 80%–135% of base salary in 2024 (Dougherty at 100%) .
Investment Implications
- Alignment: Dougherty’s mix of performance-based PRSUs and stock options, plus 2x salary ownership guideline and prohibitions on hedging/pledging, support shareholder alignment; compliance with guidelines is disclosed .
- Retention risk and pay-for-performance: The supplemental 2H bonus plan, which paid 50% of base, was introduced to address retention during a downcycle—useful to retain talent but a flag to monitor if supplemental plans recur in weak years .
- Execution risk: 2022–2024 PRSUs paid at 12.1% of target, reflecting revenue above threshold but EBITDA margin/EBITDA/TSR below threshold; future payouts depend on delivering the 2024–2026 targets (EBITDA margin 14.5% target, EBITDA $1,312M, revenue $9,051M, TSR median) .
- Near-term trading signals: RSU vestings in 2025–2027 and option vesting tranches may create episodic supply; double‑trigger CIC protections and clear severance terms reduce forced selling risk in corporate events .