Robert Mack
Chief Financial Officer and Executive Vice President – Finance and Corporate Development at 
Polaris
PolarisExecutive
About Robert Mack
Robert P. Mack is Chief Financial Officer and Executive Vice President – Finance & Corporate Development of Polaris Inc. He was appointed CFO in April 2021 after serving as Interim CFO since January 2021; he joined Polaris in 2016 as Senior Vice President of Corporate Development & Strategy and President of Global Adjacent Markets & Marine. Age 55 as of February 18, 2025 . He certifies Polaris’s internal controls and financial reporting in 10-K Section 302/906 certifications . 2024 was an industry downcycle: Adjusted EPS $3.25 (−65% YoY), Sales $7,175M (−20%), EBITDA margin 8.9% (−257 bps), and PRSU awards for the 2022–2024 period paid out at 12.1% of target, gated by Adjusted ROIC of 12.6% achieved .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Polaris Inc. | Interim CFO; CFO | Jan 2021–Apr 2021; Apr 2021–present | Senior financial leadership through industry downcycle |
| Polaris Inc. | SVP Corporate Development & Strategy; President, Global Adjacent Markets & Marine | 2016–2021 | Led corporate development and Marine segment leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 631,539 | 687,500 | 721,000 |
| Annualized Base Salary (Committee-set) | 2023: $700,000; 2024: $728,000 (4.0% increase) | — | — |
| Perquisites and Other ($) | 139,188 | 145,164 | 2,043,709 (includes supplemental retirement payment at age 55 per 2016 offer letter) |
2024 Perquisite Breakdown (selected)
| Item | Amount ($) |
|---|---|
| 401(k) Company Match | 17,250 |
| SERP Company Match | 41,075 |
| Life Insurance Premiums | 546 |
| BeniComp Health Premiums & Annual Physicals | 11,125 |
| Financial Planning | 10,000 |
| Club Fees & Dues | 18,458 |
| Use of Polaris Products | 7,265 |
| Parts/Garments/Accessories | 15,366 |
| Tax Gross-ups on Perquisites | 19,433 |
| Supplemental retirement program payment (per 2016 offer letter) | Formula-based: difference between $3.5M and value of 20,000 shares at age 55 (paid Aug 2024) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
- Structure: Target bonus 100% of base salary; primary metric Adjusted EPS; 2H Bonus Plan adopted as retention tool with target equal to 50% of original bonus; only one plan could pay out .
- 2024 Result: Adjusted EPS $3.25 met 2H target; Mack’s AIP paid $360,500 (50% of 2024 base salary) .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EPS (Company) | 100% for CFO | $3.25 (2H plan target) | $3.25 | $360,500 | Cash paid for 2024 performance |
Long-Term Incentives (2024 grants)
| Award Type | Grant Date | Quantity/Terms | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|
| PRSUs (2024–2026) | 01/31/2024 | Target 6,114; Threshold 611; Max 12,228 | Earn-out over 3 years; governed by metrics below | 522,725 |
| RSUs | 01/31/2024 | 6,114 units | Time-based, vest in full on Feb 9, 2027; CIC/retirement/Death/Disability provisions as disclosed | 504,283 |
| Stock Options | 01/31/2024 | 34,603 options @ $89.96 exercise price | Vest in 3 equal tranches on Feb 11, 2025; Feb 10, 2026; Feb 9, 2027 | 1,100,029 |
PRSU Program Design and Outcomes
- 2024–2026 PRSU metrics: Adjusted Revenue $9,051M; EBITDA Margin 14.5%; EBITDA $1,312M; Relative TSR at 50th percentile; ROIC gate at 12% before any payout under EBITDA Margin or revenue metrics .
- 2022–2024 PRSU payout: 12.1% of target; Adjusted ROIC 12.6% achieved; slightly above threshold for adjusted revenue; below threshold for EBITDA Margin, EBITDA, and relative TSR .
2024/2025 Vesting Events Realized
| Date | Award | Shares | Per-Share Value | Value Realized ($) |
|---|---|---|---|---|
| Jan 27, 2024 | RSUs | 2,690 | $91.37 | Included in total vesting value; Mack’s 2024 vesting shares totaled 5,652 across RSUs/PRSUs (see note) |
| Feb 15, 2024 | PRSUs (Marine metric, 5-year period) | 2,500 | $92.93 | Included in 2024 vesting value |
| Jan 29, 2025 | PRSUs (2022–2024 cycle, settled post-certification) | 462 | $48.78 | Included in “Value realized on vesting” |
Note: For 2024, Mack had 5,652 shares acquired on vesting with $497,175 total value realized, comprising RSUs and PRSUs as detailed above .
Equity Ownership & Alignment
- Beneficial ownership: 158,825 shares as of Feb 14, 2025; <1% of shares outstanding (asterisk denotes less than 1%) .
- Stock ownership guidelines: CFO required to hold 4x base salary; all NEOs in compliance; shares counted include direct/indirect, SERP-held, target PRSUs, and unvested RSUs .
- Hedging and pledging: Hedging prohibited; pledging prohibited unless pre-approved and with demonstrated repayment capacity; no pledges by directors or executive officers during 2024 .
Outstanding Equity Awards (as of Dec 31, 2024)
| Category | Details |
|---|---|
| Unexercised Options – Exercisable | 16,109 @ $89.39 exp 01/25/27; 17,313 @ $113.01 exp 01/31/28; 8,312 @ $84.58 exp 01/30/29; 22,769 @ $94.54 exp 01/29/30; 14,002 @ $117.37 exp 01/27/31; 3,570 @ $140.03 exp 04/30/31; 15,981 @ $111.32 exp 01/26/32 (partially unexercisable); 7,079 @ $117.78 exp 02/01/33 (partially unexercisable) |
| Unexercised Options – Unexercisable | 7,990 @ $111.32 exp 01/26/32; 14,157 @ $117.78 exp 02/01/33; 34,603 @ $89.96 exp 01/31/34 |
| Unvested RSUs | 3,818 ($219,993 MV); 3,927 ($226,274 MV) |
| Unearned PRSUs (Target basis) | 3,927 ($226,274 MV); 6,114 ($352,289 MV) |
Deferred Compensation (SERP) – 2024
| Item | Amount ($) |
|---|---|
| Executive Contributions | 116,650 |
| Company Contributions | 41,075 |
| Aggregate Earnings | 61,133 |
| Aggregate Withdrawals/Distributions | (22,625) |
| Aggregate Balance at FYE | 1,522,150 |
Employment Terms
- Severance agreements (double-trigger CIC): If terminated without cause or for good reason upon or within 24 months after a Change in Control, lump-sum cash equal to 200% of average annual cash compensation (base + AIP) over the prior three years; plus any earned but unpaid cash incentive for the preceding fiscal year .
- Non-CIC termination: 100% of annual base salary as of termination date plus the amount of the prior year AIP paid; plus any earned but unpaid prior-year AIP; eligibility for retirement benefits subject to criteria .
- Potential payment estimates (as of 12/31/2024):
- Without Cause Termination: $1,460,592 total .
- CIC Termination: $3,613,928 total .
- Death/Disability: $1,427,335 total .
- Change in Control definition includes board composition change, ≥35% stock ownership by third party (unless approved), or certain extraordinary events (with survivor/board continuity exceptions) .
- Clawback: NYSE-compliant policy allowing recovery of incentive comp upon certain accounting restatements; recovery not conditioned on fault; limited impracticability exceptions; no indemnification for recovered compensation .
Compensation Peer Group and Say-on-Pay
- 2024 peer group (examples): 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 .
- Polaris scale vs peers (Dec 31, 2024): Revenue percentile 56th; Market cap percentile 4th; Employees percentile 33rd .
- Say-on-Pay: 94% approval at 2024 Annual Meeting; committee maintained program consistency but adopted 2H Bonus Plan to address retention .
Investment Implications
- Alignment: High variable pay with CFO target bonus at 100% of salary and PRSUs tied to multi-year financial/TSR metrics; 2022–2024 PRSU paid at 12.1%, reflecting strict gating and weak cycle—supportive of pay-for-performance discipline .
- Retention and near-term cash: Adoption of the 2H Bonus Plan yielded a 50% of salary payout in 2024 ($360,500) despite the full-year plan’s floor not being met—mitigates flight risk but dilutes headline cyclicality sensitivity .
- Supply overhang and exercise dynamics: Material unexercisable option block (34,603 at $89.96 expiring 01/31/34) and time-based RSUs vesting in Feb 2027; notable PRSU settlement occurred Jan 29, 2025 (462 shares), suggesting periodic sell windows around vest dates that can create modest insider supply .
- Governance red flags low-to-moderate: Hedging prohibited; pledging restricted with no 2024 pledges, and no excise tax gross-ups on CIC; however, recurring perquisite tax gross-ups and a significant supplemental retirement payment at age 55 are shareholder-unfriendly features to monitor .
- Ownership and alignment: Beneficial ownership of 158,825 shares and compliance with 4x salary ownership guideline indicate skin-in-the-game; but beneficial stake remains <1%, typical for NEOs in the sector .