Harley-Davidson, Inc DEF 14A, filed Apr 9, 2026

Harley-Davidson, Inc. (HOG)

DEF 14A 2026-04-09 For: 2026-05-21

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Added on June 12, 2026

About this DEF 14A

Harley-Davidson, Inc filed this DEF 14A on April 9, 2026.

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			April 9, 2026 Date and Time May 21, 2026 3:00 p.m., Central Daylight Time Location Virtually (via live audio webcast) www.virtualshareholdermeeting.com/HOG2026 Record Date March 12, 2026 is the record date for determining shareholders entitled to notice of and to vote at the 2026 Annual Meeting of Shareholders and any adjournments or postponements of that meeting How to Vote Your Shares If you held your shares as of the close of business on March 12, 2026, 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 2026 Annual Meeting of Shareholders physically. You or your proxyholder may participate, vote and examine our shareholder list at the 2026 Annual Meeting of Shareholders by visiting www.virtualshareholdermeeting.com/HOG2026 and using your control number found on your proxy.



Items to be Voted


		Board Recommendation	See Page

1	To elect eight Directors to the Board of Directors		17


2	To approve, by advisory vote, the compensation of our Named Executive Officers		52


3	To approve an amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan to increase the number of shares of our common stock authorized under the plan		90


4	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026		99


5	To vote on a shareholder proposal regarding a climate transition plan		104



We will also take action upon any other business as may properly come before the 2026 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 2026 Annual Meeting of Shareholders to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934. We urge you to submit your proxy as soon as possible. If the records of our transfer agent show that you owned shares in your name or if you owned shares through our Dividend Reinvestment Plan at the close of business on March 12, 2026, then you may vote (1) via the internet at www.proxyvote.com, (2) by virtual presence online at www.virtualshareholdermeeting.com/HOG2026, (3) by mail after first requesting a printed copy of the Proxy Statement, proxy card, and Annual Report on Form 10-K and following the instructions set forth on the proxy card, or (4) by telephone after reviewing the Proxy Statement and Annual Report on Form 10-K at www.proxyvote.com. If you own shares in “street name” (that is, through a broker, bank, or other nominee), we encourage you to provide voting instructions to your bank, broker, or other nominee. Street name holders may also vote via telephone or the internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will enclose the instructions along with this Proxy Statement. By Order of the Board of Directors, Paul J. Krause Chief Legal, Compliance and Corporate Affairs Officer & Corporate Secretary Harley-Davidson, Inc. Milwaukee, Wisconsin April 9, 2026


Letter from the Chief Executive Officer and the Chairman		1

Notice		3

About Harley-Davidson		6
Our Business		6
Our Community and Our Dealers		7
2025 Highlights: Shifting Gears for the Road Ahead		10

Proxy Statement Overview		11
Voting Matters		11
Governance Highlights		12
Executive Compensation Highlights		14

	Proposal 1: Election of Directors	17
Our Director Nominees		18
Director Skills, Qualifications and Experience		26
Director Nomination Process and Refreshment		28
Director Independence		31
Policies and Practices Regarding Board Service		31

Corporate Governance		32
Board Structure and Operations		33
The Board’s Oversight Role		39
Shareholder Engagement and Director Communications		42
Governance Policies and Practices		44
Director Compensation		47

Nominating and Corporate Governance Committee Report		49

Our Executive Officers		50

	Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	52

Letter from the Human Resources Committee		53

Compensation Discussion and Analysis		55
Our Named Executive Officers		55
CD&A Table of Contents		55
Executive Summary		56
Executive Compensation Philosophy, Governance and Process		59



			2025 PROGRESS HIGHLIGHTS: •Advanced efforts to rebalance our portfolio, refine brand positioning, improve product quality and make targeted investments to support sustainable growth and long‑term shareholder value. •Took deliberate actions to streamline operations and sharpen our strategic focus, concentrating resources on the areas where we believe we have the greatest opportunity to create long-term value. •Continued to invest in the broader Harley-Davidson experience by strengthening our dealer network and expanding rider engagement through global events and training programs.


2025 Executive Compensation Program Elements, Decisions and Outcomes		64
Other Compensation Policies and Practices		73

Executive Compensation Tables		74
2025 Summary Compensation Table		74
Grants of Plan Based Awards for 2025		76
Outstanding Equity Awards at December 31, 2025		78
Option Exercises and Stock Vested in 2025		79
Pension Benefits		79
2025 Non-qualified Deferred Compensation		80
Payments Made Upon Termination		80

Harley-Davidson CEO Pay Ratio for 2025		85

Pay Versus Performance		86

Human Resources Committee Report on Executive Compensation		89

	Proposal 3: Approval of Amendments to Incentive Stock Plan	90

	Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm	99

Audit and Finance Committee Report		101

Stock Ownership Information		102
Security Ownership of Certain Beneficial Owners, Officers and Directors		102
Delinquent Section 16(a) Reporting		103

Shareholder Proposals		104

	Proposal 5: Shareholder P roposal Regard ing a C limate T ransition P lan	104

General Information About the Annual Meeting		107
Shareholder Proposals		110
Other Matters		110
Delivery of Proxy Materials to Households		110

Appendix A – Proposed Amendments to Incentive Stock Plan		A-1


4						2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


Term			Definition
Annual Meeting			Harley-Davidson 2026 Annual Meeting of Shareholders to be held on May 21, 2026
Board			Harley-Davidson’s Board of Directors
By-laws			Harley-Davidson’s Amended and Restated By-laws, dated September 23, 2025
CEO			Chief Executive Officer
NYSE			New York Stock Exchange
Restated Articles of Incorporation			Harley-Davidson’s Articles of Incorporation, as amended
SEC			U.S. Securities and Exchange Commission


Milwaukee, WI Headquarters	1903 Founded	1986 Listed (NYSE: HOG)	34 Global facilities


1,174 Global dealers	5,500 Employees	$4.47B Revenue	3 Business segments



We offered meetings to our top 25 shareholders representing approximately	We held meetings with shareholders representing approximately



Key Participants		Key Topics Discussed
•Independent Directors, including the Presiding Director/Chairman and certain committee Chairs •President and CEO •Executive leaders, including the Chief Financial and Commercial Officer, the Chief Legal, Compliance and Corporate Affairs Officer and the Chief Human Resources Officer		•Corporate governance, including Board composition and oversight •Shareholder campaign to withhold votes •Dealer relations and employee sentiment •Executive leadership transition


Please see page 42 for additional details regarding our shareholder engagement program.



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 requirements 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.



Identified on the following pages are the eight Director candidates that the Board has nominated. We provide the following information for each nominee of the Board:

•Name; •Age as of April 9, 2026; •Principal occupations for at least the past five years; •The names of any other public 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 nominee should serve as a Director for the Company.



1			Evaluate Board Composition

The Board regularly assesses its composition to confirm that it collectively reflects the appropriate mix of skills, experience and perspectives necessary to support effective oversight of the Company’s current and future business strategy, operations and risks.


2			Identify and Assess Potential Candidates

The Nominating and Corporate Governance Committee maintains an ongoing review of potential Director candidates. The Nominating and Corporate Governance Committee works with an independent executive search, corporate culture and leadership consultant to identify candidates for Board consideration. The Nominating and Corporate Governance Committee will also consider Director candidates that shareholders recommend if the shareholder has complied with procedures to recommend the Director candidates. The Chair of the Nominating and Corporate Governance Committee will examine each Director candidate based on the factors the Chair deems relevant, including our current need for qualified candidates and the Chair’s view as to whether the candidate has sufficient qualifications for further consideration for nomination as a Director. If the Chair determines that the Nominating and Corporate Governance Committee should consider the candidate, then the Chair will report that determination to the Nominating and Corporate Governance Committee and communicate all relevant information to the Nominating and Corporate Governance Committee.


3			Meet with Qualified Candidates

Director candidates whom the Chair determines are sufficiently qualified for further consideration will meet with members of the Nominating and Corporate Governance Committee and others, as appropriate.


4			Check Conflicts of Interest and References

Each candidate is reviewed to confirm independence, evaluate any potential conflicts of interest and assess references.


5			Nominating and Corporate Governance Committee Dialogue

Following review and discussions, the Nominating and Corporate Governance Committee recommends and nominates candidates for election to the Board.


6			Review by Full Board

Following the Nominating and Governance Committee’s evaluation and recommendation, the Board reviews and if appropriate, approves the Director nominee for election after considering the nominee’s qualifications, experience, independence, ability to contribute to the effective oversight of the Company and ability to support the Company’s strategy.


Board Summary						Shareholder Rights Summary
•Separate and independent Chairman						•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						•No supermajority vote for M&A transactions
•Board nominees 88% independent and 50% diverse						•No poison pill
•No Directors on excessive number of boards						•No dual-class stock
•Annual election of all Directors						•Proxy access
•Five independent Directors appointed in the last 5 years						•No material restriction on shareholders amending By-laws or Articles of Incorporation
•Maintain Board-level risk oversight						•No cumulative voting



1			Questionnaires

Tailored questionnaires for the Board and each Committee are reviewed and updated by the Nominating and Corporate Governance Chair, in consultation with the Nominating and Corporate Governance Committee, prior to distribution to each of the Directors. Topics include: •Board and Committee roles, effectiveness and agendas; •Board and Committee culture, composition and size; and •Corporate strategy and risk oversight.


2			Committee Reviews

Each Committee Chair and the Chairman of the Board review the results of the Director's anonymous responses to the questionnaires.


3			Individual Director Interviews

The Committee Chair and/or Chairman of the Board meets with each Director individually. This enables Directors to have frank conversations and address Board, Committee and individual Director performance and effectiveness.


4			Board Summary and Feedback

Annually, the Nominating and Corporate Governance Chair along with the Chairman of the Board, provide the Board with a summary of responses to the questionnaires and additional feedback received from individual Directors.



			Building Future Leadership The Board maintains ongoing engagement with management on the strength and sustainability of the Company’s leadership pipeline, including the development of Harley‑Davidson’s next generation of leaders for executive and other senior positions.


			Engagement with leaders across a range of settings, including formal meetings, preparatory sessions, meals and visits to the Company’s headquarters and facilities.			Executive succession planning reviewed by our Human Resources Committee with our CEO and ongoing assessment of senior management for potential executive positions.


			Monitoring leadership development for appropriate Board and business exposure.			Ongoing engagement on the leadership pipeline for key roles across the Company.


TITLE	MULTIPLE OF BASE SALARY OR RETAINER
CEO	6X	In assessing the level of stock ownership, the Human Resources Committee takes into account personal holdings, (whether held directly or indirectly through the 401(k) plan, trusts, majority-owned entities or family members) and vested or unvested restricted stock units. Unearned performance shares and stock options do not count for purposes of measuring stock ownership.
Senior Executive Leaders (including NEOs)	3X
Other Executives	1X
Non-Employee Directors	5X


Name (a)	Fees Earned or Paid in Cash ($) (1) (b)			Stock Awards ($) (2) (c)			Option Awards ($) (d)			Non-Equity Incentive Plan Compensation (e)			Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)			All Other Compensation (g)			Total (h)
Troy Alstead		$	313,750		$	145,000		$	—		$	—		$	—		$	—		$	458,750
Jared D. Dourdeville	See Note (4)			See Note (4)				$	—		$	—		$	—		$	—		$	—
James D. Farley, Jr.		$	115,000		$	145,000		$	—		$	—		$	—		$	—		$	260,000
Lori Flees		$	110,000		$	145,000		$	—		$	—		$	—		$	—		$	255,000
Allan Golston		$	135,000		$	145,000		$	—		$	—		$	—		$	—		$	280,000
Sara Levinson (5)		$	110,000		$	145,000		$	—		$	—		$	—		$	—		$	255,000
Norman Thomas Linebarger (5)		$	110,000		$	145,000		$	—		$	—		$	—		$	—		$	255,000
Rafeh Masood		$	115,000		$	145,000		$	—		$	—		$	—		$	—		$	260,000
Daniel J. Nova (6)		$	82,500		$	145,000		$	—		$	—		$	—		$	—		$	227,500
Matthew J. Reintjes (6)		$	86,250		$	145,000		$	—		$	—		$	—		$	—		$	231,250
Maryrose Sylvester		$	142,500		$	145,000		$	—		$	—		$	—		$	—		$	287,500



NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS


Allan Golston CHAIR	Troy Alstead James Duncan Farley, Jr. Lori Flees Rafeh Masood	Daniel J. Nova Matthew J. Reintjes Maryrose Sylvester



HUMAN RESOURCES COMMITTEE MEMBERS Lori Flees Daniel J. Nova Maryrose Sylvester, Chair


Named Executive Officer			Title
Artie Starrs			President and Chief Executive Officer
Jochen Zeitz			Former Chairman, President and Chief Executive Officer
Jonathan Root			Chief Financial and Commercial Officer
Matt Ryan			Chief Marketing and Technology Officer
Jagdish Krishnan			Former Chief Digital and Operations Officer
Paul Krause			Chief Legal, Compliance and Corporate Affairs Officer and Corporate Secretary


			Page
Executive Summary			56
Executive Compensation Philosophy, Governance and Process			59
2025 Executive Compensation Program Elements, Decisions and Outcomes			64
Other Compensation Policies and Practices			73


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 finance products, other financing and insurance products and services for our dealers and their Harley-Davidson and LiveWire retail customers



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 our Shareholders			Use equity-based awards and stock ownership requirements 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.


Target Pay Competitively and Appropriately			Typically set target compensation 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.


Brown-Forman Corporation	Polaris Inc.	The Goodyear Tire & Rubber Company
BRP Inc.	PVH Corp.	The Toro Company
Brunswick Corporation	RH	Thor Industries, Inc.
MillerKnoll, Inc.	Somnigroup International Inc.	Winnebago Industries, Inc.
Molson Coors Beverage Company	Tapestry, Inc.
Lululemon Athletica	Textron Inc.


Performance Measure	Applicable to	What It Measures

Combined HDMC and HDFS Operating Income	STIP	Measures HDMC and HDFS profitability.


Retail Unit Sales	STIP	Measures retail sales growth.


HDMC Return on Invested Capital	Performance Shares	Measures how effectively and efficiently we manage HDMC capital investments.


HDMC Revenue	Performance Shares	Measures HDMC revenue from the sale of motorcycles and related products.


Pay Element	2026 Value	Rationale
Annual Base Salary	$1,200,000	Provide a market-competitive level of fixed compensation and target annual bonus opportunity
Annual STIP Target Opportunity	150% of base salary
Annual LTIP Target Opportunity	$6,500,000	Provide a market-competitive level of long-term equity awards (50% PSUs and 50% RSUs) and performance measures that align with standard practice for senior executives
Target Total Direct Compensation	$9,500,000	Positioned below the 50th percentile of the compensation peer group


Pay Element	2025 Value	Rationale
Cash Sign-on Bonus	$2,000,000	Intended to compensate Mr. Starrs for equity awards that he forfeited that would have vested within 12 months of the date of the offer letter, plus the value of the annual cash bonus that he forfeited as a result of his departure from his prior employer.
Make-Whole RSU Award	$4,500,000	Replace the value of equity awards that he forfeited that would have vested 12+ months after the date of his offer letter.
Pro-Rata 2025 RSU Award	$1,625,000	Provide immediate alignment with shareholders and other NEOs, incentivize growth in Harley-Davidson’s share price and induce Mr. Starrs to join Harley-Davidson, considering both his outstanding equity and expected future compensation at his prior employer.


Named Executive Officer	2025 Base Salary			Change from 2024
Artie Starrs		$	1,200,000	N/A
Jochen Zeitz		$	2,028,000	4	%
Jonathan Root		$	700,000	22	%
Matt Ryan		$	650,000	N/A
Jagdish Krishnan		$	598,000	4	%
Paul Krause		$	550,000	6	%


Named Executive Officer			2025 Target Bonus Opportunity (% of Base Salary)
Jochen Zeitz			118%
Jonathan Root			90%
Jagdish Krishnan			75%
Paul Krause			65%


Performance Measure (Weight)	Weight		Threshold			Target			Maximum			Actual	Weighted Payout
STIP Operating Income (100%) ($ in millions)	80	%		$	361.0		$	515.0		$	618.0	Below Threshold	—	%
Retail Sales Units	20	%		130,000			145,000			160,000		132,535	7.5	%


Named Executive Officer	Target Award Value (% of Base Salary)		Long-term Incentive Mix
			Performance Shares (50% of Total Target Value)			Restricted Stock Units (50% of Total Target Value)
Jochen Zeitz	321	%		$	3,250,000		$	3,250,000
Jonathan Root	229	%		$	800,000		$	800,000
Jagdish Krishnan	140	%		$	402,500		$	402,500
Paul Krause	140	%		$	385,000		$	385,000


Performance Measure	Weighting	Definition
HDMC ROIC	50%	The quotient obtained by dividing (i) HDMC operating income after tax by (ii) combined HDMC Invested Capital in the year. Invested Capital: the average amount of HDMC debt plus the average amount of HDMC shareholder’s equity, excluding accumulated other comprehensive income or loss for pension and postretirement benefit plans, net of tax. Performance is measured by calculating a 3-year average.
HDMC Revenue	50%	Total revenue from HDMC. Performance is measured by calculating the sum of revenue for the 3-year period.


		Preliminary payout as % of Target
Performance Measure	Weight	2023		2024		2025		Achievement %		TSR Modifier
ROIC	25%	17.5	%	—	%	0%		5.8	%	Modifier Result -15%
Revenue	25%	20.6	%	19.3	%	37	%	25.7	%
HDI Employee Engagement	25%	20.8	%	27.1	%	N/A		24.0	%
HDI Workforce Representation	25%	—	%	12.6	%	N/A		6	%
Total	100%	58.9	%	59.0	%	37.3	%	61.8	%	52.5	%