The compensation committee chose to eliminate performance-based stock awards entirely in 2025, replacing them with time-based restricted stock units that vest regardless of results — this means the largest component of executive pay is now effectively guaranteed rather than earned, which directly conflicts with pay-for-performance principles. At the same time, the annual cash bonus was paid at 165% of target for the CEO, resulting in a total payout of $2.7 million in bonus alone, during a year when the stock was down nearly 46% over three years and lagging peers by 77 percentage points — precisely the scenario where above-benchmark variable pay fails our pay-for-performance alignment check. While the proxy cites tariff headwinds and economic uncertainty as context, those same conditions make it more important, not less, that variable pay reflect actual shareholder outcomes rather than being restructured away from performance conditions.

EY is a Big 4 firm that is appropriate for a company of Polaris's size and complexity; the proxy text provided does not include the auditor fee table or tenure disclosure, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed — per policy, when tenure cannot be determined and fee data is absent, the default vote is FOR and the missing disclosures are noted as minor negative factors.