Harley Davidson : DEF 14A 2025 Proxy Statement

Published: 2025-04-23 13:09:07 ET HOG

Harley-Davidson, Inc.

3700 West Juneau Avenue

Milwaukee, Wisconsin 53208

877-HDSTOCK (437-8625) (toll-free)

April 3, 2025

Dear Shareholders,

On behalf of the Harley-Davidson Board of Directors and team, I would like to thank you for your continued support of Harley- Davidson and the Hardwire strategic plan.

In the fourth year of strategy, our performance was significantly impacted by continued cyclical headwinds for discretionary products. Additionally, high-interest rates made customers less confident and premium goods less affordable across several industries, including ours.

Even with the challenging environment, we continued to make progress in key elements of our strategic plan that we believe position the Company for future profitable growth. The launch of our new 2024 Street Glide® and Road Glide® Touring motorcycles contributed to nearly +5% growth in the U.S. Touring product segment, and drove Harley-Davidson's market share of this segment to almost 75%, an increase of 3.5 percentage points since 2023.

The launch of these Touring motorcycles was one of the primary product strategies within our Profit Focus pillar of The Hardwire. The decisions we have made as part of our Hardwire strategy allowed us to reestablish our profitability while giving us confidence we have the right product pipeline for years to come.

We believe the decisions we made and the bold actions we have taken, as part of our Hardwire strategy, are continuing to strengthen our foundation for the future. We will continue to explore opportunities for transformational change, and we are committed to achieving our Hardwire profit targets over time.

Select highlights from The Hardwire strategic plan:

Profit Focus

We continued to emphasize our core products while investing in key product segments for the future. These actions are underpinned by our belief that focusing on our most profitable categories and geographies, emphasizing innovation, and evolving the customer experience with the dealership network will continue to yield benefits to the business and set up long- term value creation.

Selective Expansion and Redefinition

Selective Expansion and Redefinition underpins our desire to win in attractive markets and motorcycle segments where we are focused on building our leadership. Along with investing in an entry level motorcycle offering in select markets, and the small Cruiser segment, we believe Adventure Touring has future growth potential for the Company.

Growth Beyond Bikes

We are committed to creating products, services and experiences that inspire our customers to discover adventure and live the Harley-Davidson lifestyle. Leveraging the power of the Harley-Davidson brand, in 2024, we were proud to partner with Champion for the second time in the Company's history, and we will continue to look for brand collaborations that will connect with our customers and communities, while at the same time expanding our licensing opportunities globally.

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC.

LETTER FROM CHIEF EXECUTIVE OFFICER AND CHAIRMAN

Integrated Customer Experience

We continued our digital investments in 2024, with the intention of driving more traffic to our dealers. These efforts led to a 177% increase in the number of engagements with motorcycle pages for the model year 2025 launch. We invested in our experiences offering by strengthening our events across the globe and better aligning our efforts with those of the dealer network. We held our second annual Homecoming event in Milwaukee, with over 60,000 riders, fans and moto enthusiasts joining us to celebrate the Harley-Davidson brand.

Proudly, the Harley-Davidson Riding Academy reached the one million riders trained milestone in 2024. HDRA is the largest rider training network in the U.S. and the only nationwide rider licensing program sponsored by a motorcycle manufacturer.

Looking Ahead

With the 2025 model year campaign we revealed all-new and refreshed motorcycles which fit within both our Profit Focus and Selective Expansion strategic focus.

The new Harley-Davidson Cruiser motorcycle lineup includes six new models with significantly improved performance and technology. We also updated the powerful Sportster® S model and, for its 26th year, we introduced a four-model collection of limited-production CVOTM motorcycles.

Also, new for 2025 are the Street Glide® Ultra, a fully equipped long-haul Touring model, as well as the Pan America® 1250 ST adventure sport motorcycle.

Our Road. Our Rules. Let's Ride.

It takes a team, and we have a great one here at Harley-Davidson. I would like to thank the Harley-Davidson employees who are united with you in a shared passion for this brand.

You don't get to 122-years of continuous operations without grit, determination and the overwhelming ambition to win. You can count on Harley-Davidson to endure, to innovate, to adapt, and to lead. Harley-Davidson will be here, as the beating heart of the American dream, proudly making the best motorcycles in the world, no matter what.

Thank you for your investment, and for your belief in the timeless pursuit of adventure and freedom for the soul.

Jochen Zeitz

President and Chief Executive Officer

Chairman of the Board

Harley-Davidson, Inc.

April 3, 2025

Notice is hereby given that we will hold the 2025 Annual Meeting of Shareholders virtually (via live audio webcast) on May 14, 2025 at 3:00 p.m., Central Daylight Time, to vote on the items listed below.

ITEMS TO BE VOTED:

We will also take action upon any other business as may properly come before the 2025 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, 3, and 4. The Board of Directors or proxyholders will use their discretion on other matters that may arise at the 2025 Annual Meeting of Shareholders to the extent authorized by Rule

14a-4(c) under the Securities Exchange Act of 1934.

HOW TO VOTE YOUR SHARES:

March 6, 2025 is the record date for determining shareholders entitled to notice of and to vote at the 2025 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 6, 2025, 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 2025 Annual Meeting of Shareholders physically. You or your proxyholder may participate, vote, and examine our shareholder list at the 2025 Annual Meeting of Shareholders by visiting www.virtualshareholdermeeting.com/HOG2025 and using your control number found on your proxy card.

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 6, 2025, then you may vote (1) via the internet at www.proxyvote.com, (2) by virtual presence online at www.virtualshareholdermeeting.com/HOG2025,

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,

Harley-Davidson, Inc.

Paul J. Krause

Corporate Secretary

Milwaukee, Wisconsin

April 3, 2025

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC. iii

This overview provides information that you should consider before voting on the items presented at this year's Annual Meeting of Shareholders. This overview does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Item 1: To elect ten Directors to the Board of Directors

Our Board of Directors unanimously recommends that you vote "FOR" the election of each of its ten Director nominees.

Director Nominees

OTHER CURRENT

BOARD COMMITTEES

AGE

DIRECTOR

INDEPENDENT

PUBLIC

AFC HRC NCGC SSC

SINCE

DIRECTORSHIPS

Troy Alstead

Levi Strauss & Co,

2017

Array Technologies,

Owner and CEO of Harbor O5 LLC

Inc., and Heritage

Former COO & Former CFO of Starbucks Corp.

Distilling Holding

Company, Inc.

Jared D. Dourdeville

2022

Partner at H Partners Management, LLC a/k/a

H Partners

James Duncan Farley, Jr.

President and Chief Executive Officer of Ford Motor Company

Lori Flees

Chief Executive Officer and President of Valvoline Inc.

Allan Golston

President, United States Program for the Bill & Melinda Gates Foundation

Sara Levinson

Co-founder and Former Director of Katapult Studio Former President of NFL Properties, Inc.

Norman Thomas Linebarger

Former Executive Chairman of Cummins Inc.

Former Chairman and Chief Executive Officer of

Cummins Inc.

Rafeh Masood

Chief Growth and Digital Officer of Royal Caribbean Group

Former Executive Vice President and Chief Customer Officer of Bed, Bath & Beyond Inc.

2021

Ford

Valvoline Inc.

2017

Stryker Corporation

1996

Macy's, Inc.

2008

Republic Services,

Inc.

2022

Maryrose Sylvester

Waste Management,

Former U.S. Head of Electrification and U.S.

2016

Inc., Vontier

Managing Director of ABB Group

Corporation and

Former President and CEO of Current, powered by

Flex, Ltd.

Jochen Zeitz

2007

LiveWire Group, Inc.

Chairman of the Board, President, and Chief

Executive Officer of Harley-Davidson, Inc.

AFC:

Audit and Finance Committee

SSC:

Sustainability and Safety Committee

HRC:

Human Resources Committee

Member and Committee Chair

NCGC: Nominating and Corporate Governance Committee

Member

PROXY SUMMARY

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.

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:

Item 3: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025

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, 2025.

Item 4: To approve the Harley-Davidson, Inc. 2025 Director Stock Plan

Our Board of Directors unanimously recommends a vote "FOR" approval of the Harley-Davidson, Inc. 2025 Director Stock Plan.

We will also take action upon any other business as may properly come before the 2025 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 2025 Annual Meeting of Shareholders to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934.

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC. v

PROXY SUMMARY

Cautionary Note Regarding Forward-Looking Statements

Harley-Davidson, Inc. (the "Company") intends that certain matters discussed in this Proxy Statement are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by reference to this footnote or because the context of the statement will include words such as the Company "believes," "anticipates," "expects," "plans," "may," "will," "estimates," "targets," "intends," "forecasts," "sees," "feels," "commits," "assumes," "envisions," "on track," or words of similar meaning. Similarly, statements that describe or refer to future expectations, future plans, strategies, objectives, outlooks, targets, guidance, commitments, or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially, unfavorably, or favorably, from those anticipated as of the date of this Proxy Statement. Certain of such risks and uncertainties are described below. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Proxy Statement are only made as of the date of this Proxy Statement, and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Important factors that could affect future results and cause those results to differ materially from those expressed in the forward- looking statements include, among others, the Company's ability to: (a) execute its business plans and strategies, including The Hardwire, each of the pillars, and the evolution of LiveWire as a standalone brand, which includes the risks noted below; (b) manage supply chain and logistics issues, including quality issues, unexpected interruptions or price increases caused by supplier volatility, raw material shortages, inflation, war or other hostilities, including the conflict in Ukraine and the Red Sea conflict, or natural disasters and longer shipping times and increased logistics costs; (c) manage and predict the impact that new, reinstated or adjusted tariffs may have on the Company's ability to sell products domestically and internationally, and the cost of raw materials and components, including tariffs recently imposed or that may be imposed by the U.S. on foreign goods or rebalancing or other tariffs recently imposed or that may be imposed by foreign countries on U.S. goods; (d) accurately analyze, predict and react to changing market conditions, interest rates, and geopolitical environments, and successfully adjust to shifting global consumer needs and interests; (e) accurately predict the margins of its segments in light of, among other things, tariffs, rebalancing trade measures, inflation, foreign currency exchange rates, the cost associated with product development initiatives and the Company's complex global supply chain; (f) maintain and enhance the value of the Harley-Davidson brand, including detecting and mitigating or remediating the impact of activist collective actions, such as calls for boycotts and other brand- damaging behaviors that could harm the Company's brand or business; (g) manage through changes in general economic and business conditions, including changing capital, credit and retail markets, and the changing domestic and international political environments, including as a result of the conflict in Ukraine and the Red Sea conflict; (h) successfully access the capital and/or credit markets on terms that are acceptable to the Company and within its expectations; (i) successfully carry out its global manufacturing and assembly operations; (j) develop and introduce products, services and experiences on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, including successfully implementing and executing plans to strengthen and grow its leadership position in Grand American Touring, large Cruiser and Trike, and grow its complementary businesses; (k) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new competitors; (l) manage the impact that prices for and supply of used motorcycles may have on its business, including on retail sales of new motorcycles; (m) prevent, detect and remediate any issues with its motorcycles or any issues associated with the manufacturing processes to avoid delays in new model launches, recall campaigns, regulatory agency investigations, increased warranty costs or litigation and adverse effects on its reputation and brand strength, and carry out any product programs or recalls within expected costs and timing; (n) successfully manage and reduce costs throughout the business; (o) continue to develop the capabilities of its distributors and dealers, effectively implement changes relating to its dealers and distribution methods, including the Company's dealer footprint, and manage the risks that its dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand; (p) realize the expected business benefits from LiveWire operating as a separate public company, which may be affected by, among other things: (i) the ability of LiveWire to execute its plans to develop, produce, market and sell its electric vehicles; (ii) the demand for and consumer willingness to adopt two- and three-wheeled electric vehicles; and (iii) other risks and uncertainties indicated in documents filed with the SEC by the Company or LiveWire Group, Inc., including those risks and uncertainties noted in Risk Factors under Item 1.A of LiveWire Group Inc.'s most recent Annual Report on Form 10-K; (q) manage the quality and regulatory non-compliance issues relating to the brake hose assemblies provided to the Company by Proterial Cable America, Inc. in a manner that avoids future quality or non-compliance issues and additional costs or recall expenses that are material; (r) maintain a productive relationship with Hero MotoCorp as a distributor and licensee of the Harley- Davidson brand name in India; (s) successfully maintain or achieve a manner in which to sell motorcycles in Europe, China, and the Company's Association of Southeast Asian Nations (ASEAN) countries that does not subject its motorcycles to incremental tariffs; (t) manage its Thailand corporate and manufacturing operation in a manner that allows the Company to avail itself of preferential free trade agreements and duty rates, and sufficiently lower prices of its motorcycles in certain markets; (u) retain and attract talented employees, and eliminate personnel duplication, inefficiencies and complexity throughout the organization;

PROXY SUMMARY

such as supply chain disruptions, its ability to carry out business as usual, and government actions and restrictive measures implemented in response; (dd) manage its exposure to product liability claims in a manner that avoids or successfully mitigates the impact of substantial jury verdicts, including the successful resolution or appeal of the verdict in the product lawsuit against the Company in which, in August 2024, a jury awarded approximately $288 million in damages to the plaintiffs, which was subsequently reduced to $81 million, and manage exposure in commercial or contractual disputes; (ee) continue to manage the relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness; (ff) achieve anticipated results with respect to the Company's preowned motorcycle program, Harley-Davidson Certified™, the Company's H- D1™ Marketplace, and Apparel and Licensing; and (gg) optimize capital allocation in light of the Company's capital allocation priorities.

The Company's ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company's dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its dealers to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company. In addition, the Company's dealers and distributors may experience difficulties in operating their businesses and selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions, or other factors.

Retail credit losses of Harley-Davidson Financial Services ("HDFS") have normalized in recent quarters to higher levels after a period of historically low levels of credit losses. Further, the Company believes that HDFS's retail credit losses will continue to change over time due to changing consumer credit behavior, macroeconomic conditions including the impact of inflation and HDFS's efforts to increase prudently structured loan approvals to sub-prime borrowers. In addition, HDFS's efforts to adjust underwriting criteria based on market and economic conditions and the actions that the Company has taken and could take that impact motorcycle values may impact HDFS's retail credit losses.

The Company's operations, demand for its products, and its liquidity could be adversely impacted by work stoppages, facility closures, strikes, natural causes, widespread infectious disease, terrorism, war, or other hostilities, including the conflict in Ukraine and the Red Sea conflict, or other factors. Refer to "Risk Factors" under Item 1.A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above.

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC. vii

PROXY SUMMARY

INCLUSIVE STAKEHOLDER MANAGEMENT

The Hardwire, our five-year strategic plan, targets profitable growth and increased shareholder value based on expanding the desirability of Harley-Davidson. Since the implementation of The Hardwire, the Company has taken an inclusive stakeholder management approach to help drive additional value for all stakeholders. This broader focus on the Company's stakeholders across people-planet-profit means focused attention on having a positive impact in our communities and on the environment, good governance practices, and corporate transparency. We report on these efforts annually. The 2023 HOG ESG Data Appendix ("ESG Data Appendix") was published in December 2024. Our 2024 Inclusive Stakeholder Management ("ISM") information and ESG data will be published later this year. We are not including the information contained in the ESG Data Appendix as a part of, or incorporating it by reference into, this Proxy Statement. As noted in the ESG Data Appendix, we have implemented several initiatives, set certain goals, and reached certain milestones, including the following:

Environmental:

Social:

Belonging and Employee Well-Being:

Disclaimer

Harley-Davidson Inc. published this content on April 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 23, 2025 at 17:08 UTC.