Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Interim Chief Executive Officer
On December 22, 2020, Polaris Inc. (the "Company") announced that Michael
Speetzen, Polaris' Executive Vice President and Chief Financial Officer, has
been appointed by the Board of Directors of the Company (the "Board") to serve
as Interim Chief Executive Officer of the Company, effective January 1, 2021
until a permanent successor is appointed.
Mr. Speetzen, 51, joined Polaris in August 2015 as executive vice president,
Finance and Chief Financial Officer. Prior to joining Polaris, Mr. Speetzen was
senior vice president and CFO of Xylem, Inc. since 2011, when the Company was
formed from the spinoff of the water businesses of ITT Corporation. He joined
ITT in 2009. Mr. Speetzen was responsible for the financial planning,
accounting, controls, treasury, M&A activity, investor relations and strategy of
Xylem Inc. Prior to joining ITT, he served as executive vice president and CFO
for the StandardAero Company owned by the private equity firm Dubai Aerospace
Enterprise. Previously, he held positions of increasing responsibility in the
finance functions at Honeywell and General Electric. Mr. Speetzen currently
serves on the Board of Directors of Pentair. Mr. Speetzen earned his Master of
Business Administration from Thunderbird School of Global Management at Arizona
State University and his Bachelor's Degree in management from Purdue.
Appointment of Interim Chief Financial Officer
In connection with the appointment of Mr. Speetzen as Interim Chief Executive
Officer, on December 22, 2020, the Company announced that the Board appointed
Robert P. Mack to serve as Interim Chief Financial Officer, effective January 1,
2021 and until a permanent successor is appointed.
Mr. Mack, 51, joined Polaris in April 2016 as senior vice president of Corporate
Development and Strategy, and president of Adjacent Markets. Prior to joining
Polaris, Mr. Mack was vice president, Corporate Development for Ingersoll Rand.
In that role he had global responsibility for its acquisition and divestiture
activities. With Ingersoll Rand for 20 years, Mr. Mack held a variety of sales,
financial, M&A, and operational positions with the Company. Mr. Mack currently
serves on the Board of Directors of West Marine and is chairman of the Audit
Committee. He received his Master of Business Administration from Duke
University and his Bachelor of Business Administration from Siena College, and
is a certified public accountant (inactive).
Compensation Related Matters
While serving as Interim Chief Executive Officer, Mr. Speetzen will receive an
additional monthly cash stipend of $30,000 (which will be included for purposes
of calculating any payout under the Company's Senior Executive Annual Incentive
Plan). In addition, in connection with his appointment as Interim Chief
Executive Officer, Mr. Speetzen will receive restricted stock units valued at
$3,000,000, which will be granted in January 2021.
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While serving as Interim Chief Financial Officer, Mr. Mack will receive an
additional monthly cash stipend of $15,000 (which will be included for purposes
of calculating any payout under the Company's Senior Executive Annual Incentive
Plan). In addition, in connection with his appointment as Interim Chief
Financial Officer, Mr. Mack will receive restricted stock units valued at
$1,500,000, which will be granted in January 2021.
The number of restricted stock units granted to each of Mr. Speetzen and Mr.
Mack will be calculated based on the closing stock price of Company common stock
on the date of grant. The restricted stock unit grants will vest one-half on the
first anniversary of the grant date and one-half on the second anniversary, or
immediately upon death, disability, or upon under certain circumstances that
qualify Mr. Speetzen or Mr. Mack to receive severance under their respective
severance agreements.
Extension of Option Exercise Period
Scott Wine, the Company's current Chief Executive Officer, was previously
granted non-qualified stock option agreements on January 30, 2013, January 27,
2016, January 25, 2017, and January 30, 2019 (the "Stock Options"), each of
which is currently in the money and required to be exercised within 30 days of
his separation from the Company. The Compensation Committee of the Board
approved the extension of the exercise period for the Stock Options until
February 27, 2021.
A copy of the Company's press release announcing the interim appointments is
furnished as Exhibit 99.1 and is attached to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated December 22, 2020 of Polaris Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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