Harley-Davidson, Inc DEF 14A, filed Apr 5, 2024

Harley-Davidson, Inc. (HOG)

DEF 14A 2024-04-05 For: 2024-05-16

View Original

Added on June 12, 2026

About this DEF 14A

Harley-Davidson, Inc filed this DEF 14A on April 5, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



Filed by the Registrant ý
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨	Preliminary Proxy Statement	¨	Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under Section 240.14a-12


Payment of Filing Fee (Check all the boxes that apply):
ý			No fee required
¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11.


HOW TO VOTE YOUR SHARES: March 22, 2024 is the record date for determining shareholders entitled to notice of and to vote at the 2024 Annual Meeting of Shareholders and any adjournments or postponements of that meeting. If you held your shares as of the close of business on March 22, 2024, you can vote using one of the following methods:

						INTERNET You can vote your shares online at proxyvote.com
						TELEPHONE In the U.S. or Canada, you can vote your shares toll-free. Check your proxy card or voting instruction form for the toll-free number.
						MAIL You can vote via mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage paid envelope provided.
						VIRTUAL PRESENCE ONLINE You will not be able to attend the 2024 Annual Meeting of Shareholders physically. You or your proxyholder may participate, vote, and examine our shareholder list at the 2024 Annual Meeting of Shareholders by visiting www.virtualshareholdermeeting.com/HOG2024 and using your control number found on your proxy card.


AFC: Audit and Finance Committee	SSC:	Sustainability and Safety Committee
HRC: Human Resources Committee	:	Member and Committee Chair
NCGC: Nominating and Corporate Governance Committee	:	Members


Our executive compensation goals and guiding principles emphasize pay-for-performance. We base several elements of our compensation upon delivering high levels of performance relative to performance measures that the Human Resources Committee has approved. For example: (i) the annual Short-Term Incentive Plan ("STIP") and our performance shares require that we achieve financial performance before recipients are entitled to this compensation; and (ii) the equity component of our compensation program provides greater financial benefits when our stock price is increasing. Our goals and guiding principles are as follows:
●			Pay-for-performance \| Reward exceptional performance with higher pay outcomes, while delivering reduced or no incentive pay when performance expectations are not met;
●			Align interests with those of our shareholders \| Use equity-based awards and stock ownership guidelines to focus management on sustainable long-term growth and share price appreciation;
●			Encourage outcomes and behaviors \| Balance rewarding the delivery of near-term results with long-term performance, while discouraging excessive or inappropriate risks;
●			Align measures with our strategy and operating plan \| Select performance measures that reflect our strategic objectives with goals that are challenging yet achievable during the applicable period; and
●			Target pay competitively and appropriately \| Typically set target compensation to be competitive with the 50th percentile of our compensation peer group for target performance to remain market competitive and to attract and retain top executive talent.


			Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 877-HDSTOCK (437-8625) (toll-free)


ITEMS TO BE VOTED: 1.To elect nine Directors to the Board of Directors; 2.To approve, by advisory vote, the compensation of our Named Executive Officers; and 3.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. We will also take action upon any other business as may properly come before the 2024 Annual Meeting of Shareholders and any adjournments or postponements of that meeting. The Board of Directors unanimously recommends a vote “FOR” the election of each of the Board’s Director nominees and “FOR” items 2 and 3. The Board of Directors or proxyholders will use their discretion on other matters that may arise at the 2024 Annual Meeting of Shareholders to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934.


			Item 1 To elect nine Directors to the Board of Directors Our Board of Directors unanimously recommends that you vote “FOR” the election of each of its nine Director nominees.


			Item 2 To approve, by advisory vote, the compensation of our Named Executive Officers As a reflection of the importance of executive compensation to our shareholders and pursuant to SEC rules, we offer our shareholders the opportunity to approve, on a non-binding, advisory basis, the compensation of our NEOs. Accordingly, we are seeking input from shareholders with this advisory vote on the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement in accordance with the SEC’s executive compensation disclosure rules. Our Board of Directors unanimously recommends that you vote “FOR” this proposal.


			Item 3 To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 Our Board of Directors unanimously recommends a vote “FOR” ratifying the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.


We will also take action upon any other business as may properly come before the 2024 Annual Meeting of Shareholders and any adjournments or postponements of that meeting. The Board of Directors or proxyholders will use their discretion on other matters that may arise at the 2024 Annual Meeting of Shareholders to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934.


PROXY STATEMENT			1

PROPOSALS TO BE VOTED ON			2
Proposal 1: Election of Directors			2
Proposal 2: Approval, by Advisory Vote , of the Compensation of our Named Executive Officers			11
Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm			13

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING			15

BOARD MATTERS AND CORPORATE GOVERNANCE			16

CERTAIN TRANSACTIONS			25

EXECUTIVE COMPENSATION			26
Compensation Discussion and Analysis			26
Summary Compensation Table			45
Grants of Plan Based Awards for 2023			46
Outstanding Equity Awards at December 31, 2023			48
Option Exercises and Stock Vested in 2023			49
Pension Benefits			49
Non-Qualified Deferred Compensation			50
Payments Made Upon Termination			50
Director Compensation			57

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING			58

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			58

HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION			60

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT			61

AUDIT AND FINANCE COMMITTEE REPORT			62

SHAREHOLDER PROPOSALS			63

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			64

QUESTIONS AND ANSWERS ABOUT THE COMPANY			67

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS			71


			PROXY STATEMENT
			3700 West Juneau Avenue Milwaukee, Wisconsin 53208


Identified on the following pages are the nine Director candidates that the Board has nominated. We provide the following information for each nominee of the Board:
●			Name;
●			Age as of April 5, 2024;
●			Principal occupations for at least the past five years;
●			The names of any other public companies or relevant private companies where the nominee currently serves as a Director or has served as Director during the past five years; and
●			The particular experience, qualifications, attributes, or skills that led the Board to conclude that the person should serve as a Director for the Company.


			THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NINE NOMINEES OF THE BOARD OF DIRECTORS.


2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC.			i


LETTER FROM CHIEF EXECUTIVE OFFICER AND CHAIRMAN


ii			HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT


2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC.			iii


Mr. Alstead is the founder of Harbor O5 LLC, which developed a new restaurant and a social concept, Table 47 and Ocean5, that opened in 2017. In February 2016, Mr. Alstead retired from Starbucks Corporation, an American coffee company and coffeehouse chain, after 24 years with the company, having most recently served as Chief Operating Officer. He served as Chief Operating Officer beginning in 2014. From 2008 to 2014, he served as that company’s Chief Financial Officer and Chief Administrative Officer. Additionally, he served as Group President, Global Business Services from 2013 until his promotion to Chief Operating Officer. Mr. Alstead joined Starbucks in 1992 and over the years served in a number of operational, general management, and finance roles. Mr. Alstead spent more than a decade in Starbucks’ international business, including roles as Senior Leader of Starbucks International, President Europe/Middle East/Africa headquartered in Amsterdam, Chief Operating Officer of Starbucks Greater China, headquartered in Shanghai, and Representative Director of Starbucks Coffee Japan headquartered in Tokyo. Mr. Alstead is also a member of the board of directors of Levi Strauss & Co., Array Technologies, Inc., OYO Global, and RASA Indian Grill.
Qualifications:
•Spent a decade in Starbucks’ international business, providing him the experience to help identify ways to grow the reach and impact of our brand, market share, and profits internationally.
•Brings extensive experience in managing a premium brand and maintaining it as a key asset and differentiator.
•Served in a variety of finance roles during his tenure with Starbucks Corporation, including six years as the Chief Financial Officer, through which he gained valuable knowledge and insight into the accounting, finance, and audit functions of a public company.
•Led operating businesses for many years, including divisional leadership internationally and leadership of global operations, providing extensive experience with growth management, organizational development, and leadership.


Mr. Dourdeville has been a partner at H Partners Management, LLC, an independent investment partnership that is a major shareholder of the Company, since January 2022. Prior to becoming a partner, Mr. Dourdeville served at H Partners Management, LLC as a Managing Director from 2018 to January 2022 and a Senior Analyst from 2015 to 2018. Prior to joining H Partners Management, LLC, Mr. Dourdeville worked as a Research Associate at Harvard Business School from 2011 to 2013. Mr. Dourdeville has a Bachelor of Arts in Engineering with a Specialization in Mechanical Engineering and Materials Science from Harvard University.2
Qualifications:
•Brings a long-term investor’s perspective to the Board. Experience working for an independent investment partnership focused on creating value by helping transform and reinvigorate companies over the long term.
•Has experience leveraging technology to facilitate business objectives.


Mr. Farley, Jr. has served as President and Chief Executive Officer of Ford Motor Company, an automobile manufacturer, since October 2020. As CEO, Mr. Farley is focused on accelerating Ford’s transformation through operational excellence to deliver sustainable profit growth and customer value. He also serves as a member of Ford’s Board of Directors, represents Ford on the U.S.-China Business Council Board of Directors and has been appointed co-chair of the Future of Mobility Commission. Mr. Farley served as Chief Operating Officer at Ford in 2020, prior to his appointment as CEO, where he worked to strengthen Ford’s automotive operations, overseeing all of Ford’s global markets and automotive operations. Mr. Farley also served as President of New Businesses, Technology and Strategy from 2019 to 2020 and Executive Vice President and President of Global Markets from 2017 to 2019, where he led Ford’s strategic transformation into a higher growth, higher margin business by leveraging smart, connected vehicles and breakthrough customer experiences. From 2015 to 2017, Mr. Farley served as Executive Vice President and President, Ford Europe, Middle East, and Africa. Prior to that position, he served as Executive Vice President of Global Marketing, Sales & Service. Mr. Farley held operating responsibility as the senior global leader for Lincoln from 2012 to 2014 and was appointed to lead global marketing sales and service in 2010. Mr. Farley attended Georgetown University in Washington, D.C., where he earned a bachelor’s degree in economics and the University of California, Los Angeles (UCLA), where he graduated from the Anderson School of Management with a Master of Business Administration.
Qualifications:
•Brings extensive experience working for an automotive company with a strong brand in executive leadership roles through which he gained the experience necessary to help grow the reach and impact of our brand and profits.
•Served in a variety of leadership roles where he led business transformations focused on new products, a strong brand and profitable growth, enabling him to provide guidance on our strategic plan.
•Has extensive experience at an executive level in managing a company that has a significant focus on manufacturing and supply chain, providing him the experience to help our senior management effectively and efficiently operate our production and logistics operations.
•Provides our Board with valuable insights on implementing initiatives designed to leverage an organization's core strengths and deliver financial returns to shareholders through his extensive executive experience with a public company.


Mr. Golston has been President of the United States Program for the Bill & Melinda Gates Foundation, a private foundation that supports initiatives in education, world health and population, and community giving in the Pacific Northwest, since 2006. Mr. Golston served as Chief Financial and Administrative Officer for that foundation from 2000 to 2006. He has held positions as a finance executive with Swedish Health Services in Seattle, Washington and with the University of Colorado Hospital. Mr. Golston serves on the board of directors of Gates Philanthropy Partners, a non-profit organization. He is also a member of the board of directors of Stryker Corporation, has served on its audit committee, and is currently a member of its nominating and corporate governance committee and chair of the compensation committee.
Qualifications:
•Brings extensive experience working for and investing in organizations focused on integrating business results and social responsibility that will continue to help guide us as we seek to grow our business without growing our environmental impact.
•Spent the last 24 years in executive leadership roles at the Bill & Melinda Gates Foundation where he gained expertise in initiating and leading strategic projects, including opening and operating offices in India and China, providing experience necessary to help guide our strategic plan.
•Served in a variety of executive finance roles, including as Chief Financial and Administrative Officer for the Bill & Melinda Gates Foundation, enabling him to make valuable contributions to our Audit and Finance Committee.


Ms. Levinson is a retired media, sports, and entertainment executive. She is co-founder of Katapult Studio, a digital entertainment company, and served as a director of Katapult Studio from 2013 to 2023. She served as the Non-Executive Chairman of ClubMom, Inc., an internet-based consumer relationship company, a position she held from 2002 to 2008. She previously served as Chairman and Chief Executive Officer of ClubMom, Inc. from 2000 to 2002 and as President of the Women’s Group of Rodale, Inc., which was the world’s leading publisher of information on healthy, active lifestyles, from 2002 to 2005. Ms. Levinson was President of NFL Properties, Inc., a trademark licensing company for the National Football League, from 1994 to 2000. Prior to that time, Ms. Levinson served as President and Business Director of MTV: Music Television, a cable television network. Ms. Levinson holds a Master of Business Administration from Columbia University and has expertise in marketing and licensing. She is also a member of the board of directors for Macy’s, Inc.
Qualifications:
•Provides our Board with many years of leadership and corporate governance experience from her service as an executive of several major consumer-focused companies and board member of an iconic American department store chain.
•Has served in executive and leadership roles at digital and media-based companies, including international companies such as MTV: Music Television, which provides valuable insights to the Company as we strengthen our brand experience online.
•Brings expertise in marketing and licensing, which helps the Company as we seek to maintain and grow our lifestyle brand.


Mr. Linebarger served as Chairman and Chief Executive Officer of Cummins Inc., the largest independent maker of diesel engines and related products, from 2012 to 2022. Mr. Linebarger was also the Executive Chairman of Cummins' Board of Directors beginning in 2022 and retired from that position in 2023. Prior to his role as Chief Executive Officer, Mr. Linebarger served as President and Chief Operating Officer of Cummins from 2008 to 2012. Mr. Linebarger also served as Executive Vice President of Cummins and President of Cummins Power Generation from 2005 to 2008, as Cummins’ Vice President and President of Cummins Power Generation from 2003 to 2005 and as Cummins’ Chief Financial Officer from 2000 to 2003. Mr. Linebarger has a Master of Business Administration from the Stanford Graduate School of Business and a master’s degree in manufacturing systems engineering from Stanford University. He has expertise in finance, engineering, international business matters, and operations. Mr. Linebarger was a director of Pactiv Corporation from 2005 to 2010. Mr. Linebarger also served as Chair of the board of directors for the US-China Business Council from 2020 to 2022.
Qualifications:
•Brings extensive experience in manufacturing and engineering that will help guide our initiatives to launch high impact new motorcycles and related products.
•Provides the skills and expertise necessary to assess the effectiveness of our Board and its practices through his service as the former Executive Chairman of Cummins.
•Brings over 23 years of executive leadership experience with a public company to our Board and is deeply familiar with implementing initiatives designed to leverage an organization’s core strengths and deliver superior returns on invested capital.


Mr. Masood is the Chief Growth and Digital Officer of Royal Caribbean Group, a global cruise company. Prior to joining Royal Caribbean Group in March 2023, Mr. Masood served as Executive Vice President (EVP) and Chief Customer Officer at Bed Bath & Beyond Inc., a home goods store, from 2021 until 2022, where he oversaw the digital and brand teams in devising an all-encompassing customer engagement strategy. Mr. Masood also served as EVP and Chief Digital Officer at Bed Bath & Beyond Inc. from 2020 to 2021. In that role, he established an omni-always shopping experience for customers and had oversight of the end-to-end customer journey, from e-commerce merchandising and user experience optimization to customer contact management and support. Mr. Masood previously served as Senior Vice President and Chief Digital Officer at BJ's Wholesale Club Holdings, Inc., a membership-only warehouse club, from 2017 to 2020. In this role, he was responsible for the company's online and omnichannel business, including strategy, customer experience, and product development. Previously, Mr. Masood held leadership roles in customer innovation, technology, operations, and procurement at DICK's Sporting Goods, Sears and BAWAG Group. Mr. Masood holds a bachelor’s degree in information systems and a Master of Business Administration from DePaul University. He also serves as an adjunct faculty member at Carnegie Mellon University's Heinz College of Information Systems and Public Policy.
Qualifications:
•Brings exceptional knowledge of digital and omnichannel strategy and operations, which are an integral part of The Hardwire.
•His expertise in retail, branding, consumer marketing, and digital will be most helpful as we focus on our consumers and their relationship with our brand and product, ensuring riders and non-riders alike can engage with Harley-Davidson as they choose.


Ms. Sylvester previously served as U.S. Managing Director and U.S. Head of Electrification of ABB Group from 2019 to 2020. ABB Group is a multinational corporation headquartered in Zurich, Switzerland, operating mainly in areas of electrification, robotics, power, heavy electrical equipment, and automation. ABB Group's electrification business offers a wide-ranging portfolio of products, digital solutions, and services, including electric vehicle infrastructure, solar inverters, modular substations, distribution automation, power protection, and other electrical equipment. Prior to her service at ABB Group, Ms. Sylvester served as President and Chief Executive Officer of Current, powered by GE, from 2015 until 2019. Current is a digital power service business that manufactures and assembles integrated energy systems combining LEDs, solar, storage, onsite power, energy storage, solar power systems for commercial buildings, EV charging, and wireless controls systems. Ms. Sylvester also served as President and CEO of General Electric (GE) Intelligent Platforms, an industrial automation business and a maker of PLCs, Distributed Control Systems, SCADA systems, IO devices, Manufacturing Software such as MES and HMI, and embedded computing systems, as well as President and CEO of GE Lighting, a subsidiary of GE, from 2011 to 2015. GE Lighting manufactures, sources, and sells a full suite of energy-efficient lighting solutions, including systems and controls. She was employed by GE between 1988 to 2019. Ms. Sylvester holds an undergraduate degree in Procurement and Production Management from Bowling Green State University and a Master of Business Administration from Cleveland State University. Ms. Sylvester is also a member of the board of directors of Waste Management, Inc., Vontier Corporation, and Flex Ltd.
Qualifications:
•Held executive and leadership positions at various divisions of GE for 19 years, giving her a wide variety of expertise in the management and governance of a public company.
•Brings extensive consumer marketing and distribution channel experience as the former CEO of GE Lighting and former CEO and President of GE Intelligent Platforms, which allows her to assess our plans to improve operations and our go-to-market strategy.
•Brings extensive knowledge and expertise in engineering product development, including manufacturing software, wireless control systems, energy storage, EV charging, robotics, and industrial automation.
•Provides our Board with valuable insights on reducing the environmental impact of our products given her significant experience leading the development of energy-efficient products at GE.


Mr. Zeitz is the Company’s Chief Executive Officer and Chairman of the Board. Mr. Zeitz has been a Director of Harley-Davidson, Inc. since 2007 and was appointed its Acting President and Chief Executive Officer from February 2020 until May 2020, when he was appointed to serve as President and Chief Executive Officer. Mr. Zeitz has served as Chairman of the Board since February 2020 and is Chair of the Board's Sustainability and Safety Committee. Mr. Zeitz served as Chief Executive Officer of LiveWire Group, Inc. from September 2022 to June 2023. Mr. Zeitz continues to serve as Chairman of the Board of LiveWire Group, Inc. Mr. Zeitz served as Chairman and Chief Executive Officer of the sporting goods company PUMA AG from 1993 to 2011. He was also PUMA’s Chief Financial Officer from 1993 to 2005. Mr. Zeitz served as a director of luxury goods company Kering (formerly PPR) from 2012 to 2016. He was a member of Kering’s Executive Committee and Chief Executive Officer of its Sport & Lifestyle division from 2010 to 2012. Mr. Zeitz is an Advisor and Board Member of the Cranemere Group Limited and co-founded The B Team with Sir Richard Branson. He is also the Founder and Chairman of the ZEITZ Foundation, founder of Segera Conservancy and The Long Run, and co-founder of the Zeitz Museum of Contemporary Art Africa (Zeitz MOCAA) in Cape Town, which preserves and exhibits contemporary art from Africa and its diaspora.
Qualifications:
•Brings extensive executive experience restructuring and transforming a company into a premium lifestyle brand, having transformed PUMA from a low-price brand into a premium sport lifestyle brand, giving him the business experience to provide our Company with important insights as we restructure our business and strive to maintain our place as the most desirable motorcycle brand in the world.
•Served in executive and board leadership positions for over 29 years, including at Kering and PUMA, where his experience developing and marketing apparel brands to international consumers can help guide our initiatives to expand our complementary businesses and engage beyond motorcycles.
•Has supported not-for-profit initiatives including serving on the board of The B Team, an initiative that supports sustainable business practices.


FEES PAID TO ERNST & YOUNG LLP	2023		2022
Audit fees	$	2,938,000	$	4,349,000
Audit-related fees	$	275,000	$	191,000
Tax fees	$	4,000	$	111,000
All other fees	$	—	$	—
	$	3,217,000	$	4,651,000


Board Summary						Shareholder Rights Summary
• Separate and Independent Chairman or empowered Presiding Director*						• 10% of shareholders can call a special meeting
•Majority voting for Directors with robust resignation policy for holdover Directors and plurality carve-out for contested elections						• No material restriction on the right to call special meeting
• Director stock ownership requirement						• Majority voting standard for M&A transactions
• Board 89% independent and 44% diverse						• No poison pill
• No Directors on excessive number of boards						• No dual-class stock
• Annual election of all Directors						• Proxy access
• Three of the Board nominees refreshed in the last 5 years						• No material restriction on shareholders amending by-laws or articles of incorporation
• Created a Committee focused on sustainability and safety						• No cumulative voting


AUDIT AND FINANCE COMMITTEE
Members: Troy Alstead, Chair James Duncan Farley, Jr. Allan Golston Rafeh Masood		Audit and Finance Committee responsibilities identified in its Charter include: •oversight of the integrity of our financial statements and the financial reporting process; •oversight of the systems of internal control over financial reporting; •maintenance of the Financial Code of Ethics; •oversight of the internal audit function; •oversight of cybersecurity risks; •retention, compensation, and termination of the independent registered public accounting firm; •oversight of the annual independent audit of our financial statements; •review of independent registered public accounting firm’s qualifications and independence; •oversight of liquidity, hedging, and risk management matters; •oversight of capital structure matters; •review of matters within the responsibility of the Company’s Retirement Plans Committee; •oversight of compliance with legal and regulatory requirements; and •review with management the Company's tax strategy and planning. Cybersecurity Governance Highlights •management reports quarterly to the Audit and Finance Committee, including reports on any significant cyber breaches (no such breach reported in the past three years)
Number of Meetings in 2023:	9


HUMAN RESOURCES COMMITTEE
Members: Maryrose Sylvester, Chair Jared D. Dourdeville Sara Levinson Norman Thomas Linebarger		Human Resources Committee responsibilities identified in its Charter include: •establish goals and objectives with the CEO and evaluate at least annually the performance of the CEO in light of these goals and objectives; •review the Company's management overall to develop a CEO succession plan for recommendation to the Board; •review and approve the total compensation of the CEO on an annual basis, including base salary, with input from all independent Directors on the Board (who comprise the Nominating and Corporate Governance Committee) on the performance of the CEO in meeting their goals and objectives concerning the CEO’s total compensation; •review overall compensation policies, and plans for executive officers and other employees and, if necessary, recommend plans to shareholders; •produce a report on compensation and review the Compensation Discussion and Analysis that we must include in our Proxy Statement; •exercise the authority of the Board to adopt and amend compensation plans for executive officers and other employees, and recommend plans to shareholders; •evaluate Company management performance overall and recommend management successors; •review with management and make recommendations to the Board regarding the selection and retention of officers of the Company; •review, approve, and administer any Clawback Policy or provisions allowing the Company to recoup or otherwise recover compensation paid or payable to current and former executive officers and other employees of the Company; •make recommendations regarding stock ownership levels for our executives, including executive officers as set forth in our Stock Ownership Guidelines and monitor such levels; •make recommendations to the Board regarding the Company’s Stock Ownership Guidelines as they relate to members of the Board, the Company’s executive officers and its senior leaders and monitor compliance with such Guidelines; •review potential conflicts of interest, disclosure of any related waivers, and any other potential Code of Business Conduct violations by any of our executive officers (other than the CEO); •make determinations regarding shareholder advisory votes on the compensation of NEOs; •review our policies applicable to executive officers regarding trading and hedging involving Company securities; and •exercise the authority of the Board to review, establish, amend and revise Board compensation levels, plans and policies and, to the full extent permitted by rules of the New York Stock Exchange and applicable laws, regulations and rules, exercise the authority of the Board to adopt, administer, and amend compensation plans for Directors and recommend such plans to shareholders, as appropriate and required.
Number of Meetings in 2023:	4


NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Members: Allan Golston, Chair Troy Alstead Jared D. Dourdeville James Duncan Farley, Jr. Rafeh Masood Sara Levinson Norman Thomas Linebarger Maryrose Sylvester		Nominating and Corporate Governance Committee responsibilities identified in its Charter include: •identify and make recommendations to the Board on individuals qualified to serve as Board members consistent with the criteria that the Board has approved; •review and recommend the re-nomination of current Directors; •review and recommend Committee appointments; •lead the Board in its annual review of the Board’s and its Committees’ performance; •provide input to the Human Resources Committee on the performance of the CEO in meeting their goals and objectives and concerning the CEO’s total compensation; •maintain our Code of Business Conduct; •maintain a process for review of potential conflicts of interest; •review potential conflicts of interest and other potential Code of Business Conduct violations by our CEO or Directors; •review the disclosure of any waivers of conflicts of interest or other Code of Business Conduct violations by our CEO or Directors; •review and reassess annually our Corporate Governance Policy and recommend any proposed changes to the Board for approval; •consider and evaluate potential nominees for Director that a shareholder of the Company recommends; •consider and make recommendations to the Board concerning any resignation submitted by a Director; •appoint a Presiding Director when the Chairman is not independent who will: (i) preside at the executive sessions of the non-management and/or independent directors and (ii) serve as a contact for interested parties who wish to communicate with non-management directors; •review our policies applicable to Directors regarding trading and hedging involving Company securities; and •perform other related tasks, such as studying and making recommendations to the Board concerning the size and Committee structure of the Board.
Number of Meetings in 2023:	4


SUSTAINABILITY AND SAFETY COMMITTEE
Members: Jochen Zeitz, Chair Sara Levinson Norman Thomas Linebarger Maryrose Sylvester (effective February 5, 2024)		Sustainability and Safety Committee responsibilities identified in its Charter include: •monitor the social, political, environmental, public policy, legislative and regulatory trends, issues, and concerns that could affect the Company’s sustainability models, processes, resources, activities, strategies, and other capabilities, and make recommendations to the Board and management regarding how the Company should respond to social and environmental trends, issues, and concerns to more effectively achieve its sustainability goals; •monitor the Company’s safety performance, initiatives, policies processes, general safety trends, issues, and concerns that could affect the Company's customers, employees, or other stakeholders, and make recommendations to the Board and management regarding how the Company should address these matters; •assist management in setting strategy, establishing goals, and integrating social, environmental, and safety shared value creation and inclusion into daily business activities across the Company consistent with sustainable growth; •review new technologies and other innovations that will permit the Company to: (i) achieve sustainable growth without growing our environmental impact; and (ii) enhance the Company's safety initiatives; and •consider the impact that the Company’s sustainability policies, practices and strategies have on employees, customers, dealers, suppliers, the environment, and the communities in which the Company operates and where its customers ride.
Number of Meetings in 2023:	4


			PAGE
Letter from the Human Resources Committee			26
Executive Summary			27
Compensation Design			32
Compensation Governance			36
20 23 Compensation Decisions and Outcomes			39
Additional Information			43
2023 Compensation Details and Supporting Tables			45


ABBREVIATION	STANDS FOR	DESCRIPTION
HDI	Harley-Davidson, Inc.	Corporate entity for the overall Company, under which the HDMC, LiveWire, and HDFS segments operate
HDMC	Harley-Davidson Motor Company segment	Segment that is responsible for the design, manufacture, and sale of Harley-Davidson® motorcycles and related products
LiveWire	LiveWire segment	Segment that is responsible for the design and sale of LiveWire® electric motorcycles, Stacyc electric balance bikes for kids, and related products
HDFS	Harley-Davidson Financial Services segment	Segment that provides motorcycle and related products, financing and insurance products, and services for our dealers and their LiveWire retail customers


COMPENSATION AREA	AREA OF CONCERN	2024 ACTIONS
Short-term Incentive Plan or STIP	•Limited to one performance measure •Discretionary STIP adjustment in 2022 for the incremental accounting cost of the 2022 Aspirational Incentive Plan, or AIP	•Addition of a STIP measurement focused on percentage of retail sales growth of core motorcycle units
Long-term Incentive Plan or LTI	•Performance goals for each year of the 3- year target •Inclusion of non-financial performance goals	•Set 3-year performance targets •Removed non-financial measures
Aspirational Incentive Plan or AIP	•Overall concern with the accounting value of the AIP	•100% of the grant date fair value included in the summary compensation table proxy for calendar 2022 •No plans to repeat the AIP


	SALARY	STIP	LTI and AIP
Target Pay	As reported in Summary Compensation Table	As reported in Grants of Plan-Based Awards Table (at Target)	As reported in Grants of Plan-Based Awards Table / Summary Compensation Table (at Target)
Realized Pay	Actual salary paid	Actual STIP earned / paid	Options: In-the-money value based on 2023 year-end stock price AIP Shares: Value based on actual / projected performance and 2023 year-end stock price RSUs: Value based on 2023 year-end stock price


NAMED EXECUTIVE OFFICER			TITLE
Jochen Zeitz			Chairman, President, and Chief Executive Officer
Jonathan Root			Chief Financial Officer1
David Viney			Interim Chief Financial Officer1
Gina Goetter			Former Chief Financial Officer1
Edel O'Sullivan			Chief Commercial Officer
Jagdish Krishnan			Chief Digital and Operations Officer
Paul Krause			Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary