PII » Topics » Factors Considered in Determining Compensation

This excerpt taken from the PII DEF 14A filed Mar 10, 2009.
Factors Considered in Determining Compensation
 
The Compensation Committee annually reviews competitive executive compensation levels based upon a report compiled by its independent compensation consultant, Hewitt Associates, Inc, (“Hewitt”) that includes comparative compensation data from a survey of a group of companies that are primarily engaged in the manufacturing industry


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and have annual sales ranging from $1.0 billion to $5.0 billion. The criteria used to identify the survey group of companies remain consistent from year-to-year, although the actual companies within the survey group will vary depending on changes in reported sales. The Company believes that these criteria are effective in identifying a survey group of companies comparable to Polaris, which is a manufacturing entity that had annual sales of $1.9 billion and $1.8 billion for the years ended December 31, 2008 and December 31, 2007, respectively. All of the companies surveyed to establish the 2008 and 2009 compensation opportunities are listed below:
 
     
ACCO Brands Corporation
  Idearc Media
Acxiom Corp. 
  Joy Global Inc.
Alberto-Culver Company
  Kaman Corporation
American Commercial Lines
  Kennametal Inc.
American Greetings Corporation
  Leggett & Platt Inc.
Armstrong World Industries, Inc. 
  Lennox International Inc.
Beazer Homes USA, Inc. 
  Martin Marietta Materials, Inc.
Boise, Inc. 
  McCormick & Company, Inc.
Brady Corporation
  Nalco Company
Brightpoint, Inc. 
  NCR Corporation
CA Inc
  Olin Corporation
Cameron International Corporation
  Packaging Corporation of America
Chicago Bridge and Iron Company
  Pactiv Corporation
Chiquita Brands International, Inc. 
  Perini Corporation
Church & Dwight Company, Inc. 
  Quanta Services, Inc.
Cleveland-Cliffs Inc
  Rockwell Collins
Covance
  Sauer-Danfoss Inc.
Curtiss-Wright Corporation
  Solutia Inc.
Del Monte Foods Company
  Sonoco Products Company
Donaldson Company, Inc. 
  Steelcase Inc.
DST Systems, Inc. 
  TeleTech Holdings, Inc.
Edwards Lifesciences LLC
  Temple-Inland Inc.
Energizer Holdings, Inc. 
  Thomas & Betts Corporation
Federal Signal
  TriMas Corporation
Fleetwood Enterprises, Inc. 
  Trinity Industries, Inc.
Flowserve Corporation
  Tupperware Corporation
FMC Technologies
  UST Inc.
GATX Corporation
  Valmont Industries, Inc.
Global Crossing Ltd. 
  Vulcan Materials Company
H. B. Fuller Company
  W. R. Grace & Co.
Hanesbrands, Inc. 
  Waters Corporation
Hasbro, Inc. 
  Windstream Communications
Herman Miller, Inc. 
  Woodward Governor Company
Hospira Inc. 
  Worthington Industries, Inc.
 
Utilizing the survey group information, the Compensation Committee conducts its own review of the various components of Polaris’ executive compensation program and, with the assistance of the Chief Executive Officer, the President and Chief Operating Officer and the Vice President — Human Resources, determines the base salary and annual and long-term incentive targets and opportunities of the Executive Officers as a group and individually. In doing so, the Compensation Committee conducts an evaluation of the compensation opportunities and individual performance of each Executive Officer. Each executive’s skills, experience, time in position, achievements and level of contribution towards desired business objectives is reviewed. The Compensation Committee uses this


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information to determine the amount and mix of compensation opportunities and the actual compensation for the Company’s Executive Officers is based upon these assessments.
 
In connection with selecting Mr. Wine to be the Company’s Chief Executive Officer in September 2008, market data was assembled for the role and a total compensation package was designed with combined effort of the Compensation Committee, the Vice President — Human Resources, and Hewitt. This design reflects Mr. Wine’s role, market practices, the Company’s pay philosophy, and arrangements he would be forfeiting at his previous employer.
 
This excerpt taken from the PII DEF 14A filed Mar 10, 2008.
Factors Considered in Determining Compensation
 
The Compensation Committee annually reviews competitive executive compensation levels based upon a report compiled by its independent compensation consultant, Hewitt Associates, Inc, that includes comparative compensation data from a survey of a group of companies that are primarily engaged in the manufacturing industry and have annual sales ranging from $1 billion to $4 billion. The criteria used to identify the survey group of companies remain consistent from year-to-year, although the actual companies within the survey group will vary depending on changes in reported sales. The Company believes that these criteria are effective in yielding a survey group of comparable companies because Polaris is a manufacturing entity and had annual sales of $1.8 billion and $1.7 billion for the years ended December 31, 2007 and December 31, 2006, respectively. All of the companies surveyed to establish the 2007 compensation opportunities are listed below:
 
         
Alliant Techsystems Inc.
  Herman Miller, Inc.   The Scotts Miracle-Gro Company
Ametek, Inc.
  Hubbell Incorporated   Sensient Technologies Corporation
Andrew Corporation
  Jacuzzi Brands, Inc.   Solutia Inc.
Cameron International Corporation
  Jarden Corporation   Sonoco Products Company
Chaparral Steel Company
  Joy Global Inc.   The Stanley Works
Church & Dwight Company, Inc.
  Kaman Corporation   Steelcase Inc.
Corn Products International Inc.
  Kennametal Inc.   Tecumseh Products Company
Curtiss-Wright Corporation
  Lennox International Inc.   Thomas & Betts Corporation
Del Monte Foods Company
  Martin Marietta Materials, Inc.   Tower Automotive
Energizer Holdings, Inc.
  McCormick & Company, Inc.   Tupperware Corporation
Federal Signal
  Olin Corporation   UST Inc.
Fleetwood Enterprises, Inc.
  Packaging Corporation of America   Valmont Industries, Inc.
Flowserve Corporation
  Pactiv Corporation   The Valspar Corporation
FMC Technologies
  PolyOne Corporation   Vulcan Materials Company
Graphic Packaging Corporation
  Potash Corporation of Saskatchewan Inc.   Walter Industries, Inc.
H. B. Fuller Company
  Rockwell Collins   Waters Corporation
Hasbro, Inc.
  Sauer-Danfoss Inc.   Worthington Industries, Inc.
 
Utilizing the survey group information, the Compensation Committee conducts its own review of the various components of Polaris’ executive compensation program and, with the assistance of the Chief Executive Officer, the President and Chief Operating Officer and the Vice President — Human Resources, determines the base salary and annual and long-term incentive targets and opportunities of the Executive Officers as a group and individually. In doing so, the Compensation Committee conducts an evaluation of the compensation opportunities and individual performance of each Executive Officer. Each executive’s skills, experience, time in position, achievements and level of contribution towards desired business objectives is reviewed. The Compensation committee uses this


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information to determine the amount and mix of compensation opportunities and the actual compensation for the Company’s Executive Officers is based upon these assessments.
 
In addition to the foregoing, a compensation tally sheet was prepared for the Chief Executive Officer and reviewed by the Compensation Committee in connection with the negotiation of Mr. Tiller’s most recent employment agreement in 2007. The tally sheet affixed dollar amounts to all components of the Chief Executive Officer’s compensation opportunities, including current pay (base salary and an annual incentive award opportunity under the Senior Executive Plan), deferred compensation, outstanding equity awards, benefits, perquisites, and potential change in control and severance payments.
 
This excerpt taken from the PII DEF 14A filed Mar 1, 2007.
Factors Considered in Determining Compensation
 
The Compensation Committee annually reviews competitive executive compensation levels based upon a report compiled by its independent compensation consultant, Hewitt Associates, Inc, that includes comparative compensation data from a survey of a group of companies that are primarily engaged in the manufacturing industry and have annual sales ranging from $1 billion to $4 billion. The criteria used to identify the survey group of companies remain consistent from year-to-year, although the actual companies within the survey group will vary depending on changes in reported sales. The Company believes that these criteria are effective in yielding a survey group of comparable companies because Polaris is a manufacturing entity and had annual sales of $1.7 billion and


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$1.9 billion for the years ended December 31, 2006 and December 31, 2005, respectively. The survey group used to establish 2006 compensation opportunities included the following companies:
 
         
Alberto-Culver Company
  J. M. Huber Corporation   Rinker Materials Corporation
Alliant Techsystems Inc. 
  Jacuzzi Brands, Inc.   Ryerson Tull, Inc.
Allied Domecq Spirits and Wine
  Johns Manville   Sauer-Danfoss Inc.
Andersen Corporation
  Joy Global Inc.   The Scotts Miracle-Gro Company
Armstrong World Industries, Inc. 
  Kennametal Inc.   Sensient Technologies Corporation
Beazer Homes USA, Inc. 
  Kohler Company   Solar Turbines Incorporated
Belk, Inc. 
  Lennox International Inc.   Solutia Inc.
BorgWarner Inc. 
  Lorillard Tobacco Company   Sonoco Products Company
Briggs & Stratton Corporation
  Martin Marietta Materials, Inc.   Steelcase Inc.
Cameron
  McCain Foods USA, Inc.   STERIS Corporation
CH2M Hill Companies, Ltd. 
  McCormick & Company, Inc.   Teradyne, Inc.
Chemtura Corporation
  Metaldyne Corporation   Thomas & Betts Corporation
Chicago Bridge and Iron Company
  The Mosaic Company   The Timberland Company
Coca-Cola Bottling Co. Consolidated
  Nalco Company   Tower Automotive
Cooper Cameron Corporation
  Noble Energy, Inc.   Tupperware Corporation
Corn Products International Inc.
  Olin Corporation   United Defense, L.P.
Dal-Tile International Inc. 
  Pacific Sunwear of California, Inc.   UST Inc.
Del Monte Foods Company
  Packaging Corporation of America   Valmont Industries, Inc.
Donaldson Company, Inc. 
  Pactiv Corporation   Vulcan Materials Company
Fleetwood Enterprises, Inc. 
  Pella Corporation   W. L. Gore & Associates, Inc.
FMC Technologies
  Petco Animal Supplies, Inc.   W. R. Grace & Co.
Gordon Food Service
  Phillips-Van Heusen Corporation   Washington Group International, Inc.
Graphic Packaging Corporation
  Pioneer Natural Resources Company   Waters Corporation
H. B. Fuller Company
  Potash Corporation of Saskatchewan Inc.   Williams-Sonoma, Inc.
Hasbro, Inc. 
  Rayonier Inc.   Wm. Wrigley Jr. Company
Hercules Incorporated
  Revlon Inc.    
Herman Miller, Inc. 
  Rhodia, Inc.    
 
The survey group also included nine additional private companies for which annual sales data is not publicly available but whose compensation data was included in the underlying analyses to determine the market value of compensation. These nine companies met the peer group selection criteria and had annual sales between $1 and $4 billion. Polaris ranked in the 32nd percentile of the survey group based on net sales.
 
Utilizing the survey group information, the Compensation Committee conducts its own review of the various components of Polaris’ executive compensation program and, with the assistance of the Chief Executive Officer, the President and Chief Operating Officer and the Vice President — Human Resources, makes an assessment of the skills, experience and achievements to determine the base salary and annual and long-term incentive targets and opportunities of the Executive Officers as a group and individually. The amount of compensation opportunities of the Company’s Executive Officers is based upon these assessments.
 
In addition to the foregoing, as part of its annual practice, a compensation tally sheet was prepared for the Chief Executive Officer and reviewed by the Compensation Committee in January 2006. The tally sheet affixed dollar amounts to all components of the Chief Executive Officer’s 2006 compensation opportunities, including current pay (base salary and an annual incentive award opportunity under the Senior Executive Plan), deferred compensation, outstanding equity awards, benefits, perquisites and potential change in control and severance payments. The information set forth in the tally sheet reviewed by the Compensation Committee is reflected in the compensation tables and accompanying narrative sections beginning on page 38 of this Proxy Statement.


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