Harley-Davidson, Inc DEF 14A, filed Apr 6, 2023

Harley-Davidson, Inc. (HOG)

DEF 14A 2023-04-06

View Original

Added on June 12, 2026

About this DEF 14A

Harley-Davidson, Inc filed this DEF 14A on April 6, 2023.

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 24, 2023 is the record date for determining shareholders entitled to notice of and to vote at the 2023 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 24, 2023, 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 2023 Annual Meeting of Shareholders physically. You or your proxyholder may participate, vote and examine our shareholder list at the 2023 Annual Meeting of Shareholders by visiting www.virtualshareholdermeeting.com/HOG2023 and using your control number found on your proxy card.


AFC: Audit and Finance Committee			SC: Brand and Sustainability Committee
HRC: Human Resources Committee			CC: Member and Committee Chair *
NCGC: Nominating and Corporate Governance Committee			x: Member
* Michael J. Cave, the current Chair of the Human Resources Committee, is not standing for re-election at the Annual Meeting.


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 within a 20% range of 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; 3.To consider the frequency of the advisory vote on compensation of our Named Executive Officers; and 4.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. We will also take action upon any other business as may properly come before the 2023 Annual Meeting of Shareholders and any adjournments or postponements of that meeting. The Board of Directors unanimously recommends a vote “FOR” items 1 and 2, "EVERY YEAR" for item 3 and "FOR" item 4. The Board of Directors or proxyholders will use their discretion on other matters that may arise at the 2023 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 Our Board of Directors unanimously recommends that you vote “FOR” this proposal.


			Item 3 To consider the frequency of the advisory vote on the compensation of our Named Executive Officers Our Board unanimously recommends a vote in favor of submitting the advisory vote on the compensation of our Named Executive Officers ("NEO") to shareholders “EVERY YEAR.”
			In accordance with the executive compensation disclosure rules contained in Item 402 of Securities and Exchange Commission (“SEC”) Regulation S-K, a “say-when-on-pay” vote must be submitted to shareholders every six years. Therefore, we are again asking shareholders whether the advisory vote on our NEO compensation should occur every year, once every two years or once every three years. You may also abstain from voting on this proposal. After considering the benefits and consequences of each option for the frequency of submitting the advisory vote on the compensation of our NEOs to shareholders, our Board recommends submitting the advisory vote on the compensation of our NEOs to our shareholders every year.


			Item 4 To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 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, 2023.


We will also take action upon any other business as may properly come before the 2023 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 2023 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: C onsider the F requency of the A dvisory V ote on the C ompensation of our N amed E xecutive O fficers			13
Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm			14

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING			16

BOARD MATTERS AND CORPORATE GOVERNANCE			17

CERTAIN TRANSACTIONS			25

EXECUTIVE COMPENSATION			26
Compensation Discussion and Analysis			26
Summary Compensation Table			44
Grants of Plan Based Awards for 20 2 2			45
Outstanding Equity Awards at December 31, 20 2 2			47
Option Exercises and Stock Vested in 20 2 2			48
Pension Benefits			48
Non-Q ualified Deferred Compensation			49
Payments Made Upon Termination			49
Director Compensation			56

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING			57

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			57

HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION			59

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT			60

AUDIT AND FINANCE COMMITTEE REPORT			61

SHAREHOLDER PROPOSALS			62

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			63

QUESTIONS AND ANSWERS ABOUT THE COMPANY			66

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS			70


			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 6, 2023;
●			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.


2023 PROXY STATEMENT • HARLEY-DAVIDSON, INC.			i


LETTER FROM CHIEF EXECUTIVE OFFICER AND CHAIRMAN


LETTER FROM CHIEF EXECUTIVE OFFICER AND CHAIRMAN


iv			HARLEY-DAVIDSON, INC. • 2023 PROXY STATEMENT


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


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 is a partner at H Partners Management, LLC ("H Partners"), an independent investment partnership that is a major shareholder of the Company. Prior to becoming a partner, Mr. Dourdeville served at H Partners as a Managing Director from 2018 to January 2022 and a Senior Analyst from 2015 to 2018. Prior to joining H Partners, Mr. Dourdeville worked as a Research Associate at Harvard Business School from 2011 to 2013. Mr. Dourdeville has a BA in Engineering with a Specialization in Mechanical Engineering and Materials Science from Harvard University.									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 previously served as Chief Operating Officer at Ford, where he worked to strengthen Ford’s automotive operations, overseeing all of Ford’s global markets and automotive operations. Among several other roles including President of New Businesses, Technology and Strategy, and Executive Vice President and President of Global Markets, 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 degree in management.									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, market share 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 to Harley-Davidson regarding its 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 with implementing initiatives designed to leverage an organization's core strengths and deliver superior 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 22 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, retired media, sports and entertainment executive, is the co-founder and has been a director of Katapult, a digital entertainment company making products for today’s creative generation, since 2013. 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’s degree 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 and board member of several major consumer-focused companies.
									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 is the Executive Chairman of Cummins Inc., which designs, manufactures, distributes and services diesel and natural gas engines, electric power generation systems, and engine-related component products. He was formerly the Chairman and Chief Executive Officer, a position he held from 2012 to 2022. Mr. Linebarger served as President and Chief Operating Officer of Cummins from 2008 to 2012. Mr. Linebarger 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’s degree of business administration from the Stanford Graduate School of Business and a master’s degree of 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 (when it was acquired by Reynolds Group Holdings). Since 2020, Mr. Linebarger also serves as Chair of the board of directors for the US-China Business Council.									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 Executive Chairman of Cummins Inc.
									Brings over 20 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 Digital and Growth 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 August 2021 until December 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 May 2020 to August 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 May 2017 to May 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 B.S. in Information Systems and an MBA 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 important and integral part of The Hardwire.
									His expertise in all these areas will be most helpful as we focus on our consumer 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 and 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 an MBA 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 CEO of GE lighting, which allows her to assess our plans to improve operations and acquire new customers. Brings extensive knowledge regarding marketing at an international company that is consistent with 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 Brand and Sustainability Committee. Mr. Zeitz is also LiveWire Group, Inc.'s Chief Executive Officer and Chairman of the Board. 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:
									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 strive to grow our business.
									Served in executive and board leadership positions for over 27 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 products.
									Has supported not-for-profit initiatives including serving on the Board of The B Team, an initiative that supports sustainable business practices.
									Brings extensive executive experience restructuring and transforming a company into a premium lifestyle brand.


FEES PAID TO ERNST & YOUNG LLP	2022		2021
Audit fees	$	4,349,000	$	4,366,900
Audit-related fees	$	191,000	$	270,400
Tax fees	$	111,000	$	261,700
All other fees	$	—	$	—
	$	4,651,000	$	4,899,000


Board Summary						Shareholder Rights Summary
• Separate & 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 88% independent and 55% diverse						• No poison pill
• No Directors on excessive number of boards						• No dual-class stock
• Annual election of all Directors						• Proxy access
• Five 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 brand and sustainability						• No cumulative voting


AUDIT AND FINANCE COMMITTEE
Members: Troy Alstead, Chair R. John Anderson * James D. Farley, Jr. Allan Golston Rafeh Masood * Not standing for re-election		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; and •oversight of compliance with legal and regulatory requirements. 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 2022:	8


HUMAN RESOURCES COMMITTEE
Members: Michael J. Cave, Chair * Jared D. Dourdeville Sara L. Levinson Norman Thomas Linebarger Maryrose Sylvester * Not standing for re-election		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 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; •make recommendations regarding stock ownership levels for our executives, including executive officers as set forth in our Stock Ownership Guidelines and monitor such levels; •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; and •review our policies applicable to executive officers regarding trading and hedging involving Company securities.
Number of Meetings in 2022:	5


NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Members: Allan Golston, Chair Troy Alstead R. John Anderson * Michael J. Cave * Jared D. Dourdeville James D. Farley, Jr. Rafeh Masood Sara L. Levinson Norman Thomas Linebarger Maryrose Sylvester * Not standing for re-election		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 the Company’s management overall to develop a CEO succession plan for recommendation to the Board; •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 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; •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; •make recommendations regarding and monitor stock ownership levels of the members of the Board as set forth in our Stock Ownership Guidelines; •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 2022:	4


BRAND AND SUSTAINABILITY COMMITTEE
Members: Jochen Zeitz, Chair Sara L. Levinson Norman Thomas Linebarger		Brand and Sustainability Committee responsibilities identified in its Charter include: •monitor consumer, market, industry and macroeconomic trends, issues and concerns that could affect the Company’s brand relevance and its retail and go-to-market models, processes, resources, activities, strategies and other capabilities and make recommendations to the Board and management regarding how the Company should respond to such trends, issues and concerns; •monitor the social, political, environmental, public policy, legislative and regulatory trends, issues and concerns that could affect the Company’s brand and 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 brand and sustainability goals; •consider and advise management on high-leverage aspects of the Harley-Davidson brand and the Company’s retail and go-to-market strategies to rapidly improve its brand relevance, retail prowess and new customer creation in the near-term, while building strong leadership and Company capabilities in these areas for the long-term; •assist management in setting strategy, establishing goals and integrating brand, social and environmental 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 achieve sustainable growth without growing our environmental impact; 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 2022:	4


			PAGE
Letter from the Human Resources Committee			26
Executive Summary			27
Compensation Design			30
Compensation Governance			34
2022 Compensation Decisions and Outcomes			38
Additional Information			42
2022 Compensation Details and Supporting Tables			44


ABBREVIATION	STANDS FOR	DESCRIPTION
HDI	Harley-Davidson, Inc.	Corporate entity for the overall Company, under which HDMC, LiveWire and HDFS 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, 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 retail customers


NAMED EXECUTIVE OFFICER			TITLE
Jochen Zeitz			Chairman, President and Chief Executive Officer
Gina Goetter			Chief Financial Officer
Edel O'Sullivan			Chief Commercial Officer
Jagdish Krishnan			Chief Digital and Operations Officer
Paul Krause			Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary


NAMED EXECUTIVE OFFICER	Base Salary	STIP Target	LTI Target
Jochen Zeitz	Reduced from $2.5M to $1.9M	$2.4M Target	No change
Gina Goetter	Increased from $475,000 to $550,000	Increased from 70% (of base salary) to 85%	No change
Edel O'Sullivan	No change	No change	No change
Jagdish Krishnan	No change	No change	No change
Paul Krause	Increased from $400,000 to $450,000	Increased from 60% (of base salary) to 65%	Increased from 100% (of base salary) to 120%