DEF 14A of Harley-Davidson, Inc., Apr 5, 2024

DEF 14A of Harley-Davidson, Inc.

Filed Apr 5, 2024 · FY20230000793952-24-000092

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER CURRENT PUBLIC DIRECTORSHIPS | BOARD COMMITTEES | | | | | | | | | | AFC | HRC | NCGC | SSC | | Troy Alstead Owner and CEO of Harbor O5 LLC Former COO & Former CFO of Starbucks Corp. | 61 | 2017 | X | Levi Strauss & Co, and Array Technologies, Inc. | | | | | | Jared D. Dourdeville Partner at H Partners Management, LLC a/k/a H Partners | 35 | 2022 | X | | | | | | | James Duncan Farley, Jr. President and Chief Executive Officer of Ford Motor Company | 61 | 2021 | X | Ford | | | | | | Allan Golston President, United States Program for the Bill & Melinda Gates Foundation | 57 | 2017 | X | Stryker Corporation | | | | | | Sara Levinson Co-founder and Former Director of Katapult Studio Former President of NFL Properties, Inc. | 73 | 1996 | X | Macy's, Inc. | | | | | | Norman Thomas Linebarger Former Executive Chairman of Cummins Inc. Former Chairman and Chief Executive Officer of Cummins Inc. | 61 | 2008 | X | | | | | | | Rafeh Masood Chief Growth and Digital Officer of Royal Caribbean Group Former Executive Vice President and Chief Customer Officer of Bed, Bath & Beyond Inc. | 45 | 2022 | X | | | | | | | Maryrose Sylvester Former U.S. Head of Electrification and U.S. Managing Director of ABB Group Former President and CEO of Current, powered by GE | 58 | 2016 | X | Waste Management, Inc., Vontier Corporation and Flex, Ltd. | | | | | | Jochen Zeitz Chairman of the Board, President, and Chief Executive Officer of Harley-Davidson, Inc. | 60 | 2007 | | LiveWire Group, Inc. | | | | |

  3. Director Nominees

    | 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 |

  4. Director Nominees

    | iv | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  5. Director Nominees

    | PROXY SUMMARY | |

  6. 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. |

  7. Director Nominees

    | 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. |

  8. Director Nominees

    | | 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. |

  9. Director Nominees

    | 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. |

  10. Director Nominees

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | v |

  11. Director Nominees

    | | PROXY SUMMARY |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board currently consists of nine Directors with terms that expire at the Annual Meeting, and Shareholders will elect nine Directors at the 2024 Annual Meeting. Board refreshment and succession planning are ongoing priorities. The Board regularly reviews and evaluates the desired skills and qualifications of its Directors given the Company's strategic plan and dynamic needs. The nine Director nominees, all of whom are current Directors and three of whom joined the Board in the last five years, bring a diverse range of experiences, perspectives, and knowledge. Our Restated Articles of Incorporation, as amended (“Restated Articles of Incorporation”), provide for a Board that has between six and fifteen members. The Board determines the size from time to time by the vote of a majority of the current Directors. The entire Board is elected for a term to hold office until the next Annual Meeting of Shareholders, or until their successors have been elected and qualified. Our By-laws, as amended and restated (“By-laws”), have a majority voting standard for the election of Directors for uncontested elections. Since this is an uncontested election, the number of votes cast favoring each Director nominee’s election must exceed 50% of the total number of votes cast with respect to that nominee’s election, including any votes withheld, for shareholders to elect the nominee. Therefore, a “withheld” vote is effectively a vote “against” a nominee. Broker non-votes will be disregarded in the calculation of the majority vote. If an incumbent Director is not elected, such incumbent Director must tender their resignation to the Board promptly following certification of the shareholder vote. The incumbent Director’s tendered resignation letter shall become effective sixty days after the election vote is certified unless the reviewing Directors decide to reject the resignation; the reviewing Directors shall accept a tendered resignation unless they determine that there is a compelling reason or reasons to not accept the resignation, which the Company must disclose. In addition, when a Director whose resignation is rejected remains on the Board as a holdover Director but fails to be re-elected at the next election of Directors, their tendered resignation will be automatically effective thirty days after the certification of the election vote, with no ability to reject the tendered resignation. Unless you specify otherwise in your proxy, the persons you appointed will vote your shares “FOR” each of the Board's nominees that we name on the following pages. Each of the Board's nominees has consented to being named in this Proxy Statement and has agreed to serve if elected. If any of the Board's nominees becomes unable to serve, the persons you appointed may vote your shares for another person that the Board designates.

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    | 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. |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

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

  15. PROPOSAL 1: ELECTION OF DIRECTORS

    | 2 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  16. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS Summary of 2024 Director Skills, Qualifications, and Experience The Board believes that all of our Director nominees are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the Board, including experience leading business strategy. Our nominees have diverse backgrounds, experience, and board tenure, and possess many different and valuable skills and qualifications. This all supports the Board’s responsibility to drive strategy, assess performance, and engage with and appropriately challenge management. The following skills and qualifications matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, and other Director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The section just below the skills matrix defines each of the skills and qualifications and describes why each skill and qualification is important. The biography for each Director nominee describes in more detail the relevant experience, qualifications, attributes, and skills of the Director nominee. The biographies also reflect the current committee memberships of the nominees. We believe that each nominee possesses the core competencies that are expected of all Directors, namely integrity, sound business judgment, and a willingness to represent the interests of our shareholders.

  17. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    | SKILLS/QUALIFICATIONS | Alstead | Dourdeville | Farley | Golston | Levinson | Linebarger | Masood | Sylvester | Zeitz | | Retail | | | | | | | | | | | Branding and Consumer Marketing | | | | | | | | | | | Engineered Product Development | | | | | | | | | | | Finance/Accounting | | | | | | | | | | | International Business | | | | | | | | | | | Manufacturing/Operations Management | | | | | | | | | | | Public Company Leadership and/or Board Experience | | | | | | | | | | | Strategic Leadership | | | | | | | | | | | Technology/Digital/Cyber | | | | | | | | | |

  18. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    The following definitions and reasoning were used in the skills/qualifications matrix: 1. Retail - experience at an executive level creating and managing channels of distribution, customer experience, product mix, product pricing and product promotion in both digital and analog environments. This is relevant to providing vision and direction for our sales and distribution channels. 2. Branding and Consumer Marketing - experience at an executive level with customer creation, brand innovation, and go-to-market strategy and execution. This is relevant as we seek to develop and strengthen our brand, premium position and customer experience. 3. Engineered Product Development - experience leading a business or company in which value is created from the development of complex products or technology. This is important to us because we sell complex, highly engineered products. 4. Finance/Accounting - experience at an executive level or expertise with financial reporting, internal controls, finance companies, hedge funds, or public accounting. This is relevant to us because it assists our Directors in understanding our financial statements, understanding our capital structure and overseeing our financial reporting and internal controls. 5. International Business - experience at an executive level overseeing international operations or working outside the U.S. This is important because we have international operations and our strategic plan includes a focus on selective expansion. 6. Manufacturing/Operations Management - experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing and supply chain. This is relevant to assessing senior management’s role of effectively and efficiently operating our production and logistics operations. 7. Public Company Leadership and/or Board Experience - experience as a public company board member, CEO, or other executive position with significant interaction with a public company’s board of directors. This experience is important to give insight into our strategic leadership, and the appointment, oversight, and assessment of leadership. 8. Strategic Leadership - experience at an executive level or expertise in driving strategic direction and growth of an enterprise. This provides our Directors with a practical understanding that can be used to evaluate management’s strategies and help develop strategies. 9. Technology/Digital/Cyber - experience at an executive level or expertise in the use of information technology, digital media, assessment of cyber security threats or other technology to facilitate business objectives. This is important to us as we look for ways to use technology to acquire customers and enhance our internal operations. 1 1 The Director Diversity data reported in the 2023 Proxy Statement was incorrect and should have been 4 out of 9 (44%).

  19. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 3 |

  20. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    | | SUMMARY OF 2024 DIRECTOR QUALIFICATIONS |

  21. Nominees of the Board of Directors

    Nominees of the Board of Directors

  22. 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. |

  23. Nominees of the Board of Directors

    | 4 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  24. Nominees of the Board of Directors

    | SUMMARY OF 2024 DIRECTOR QUALIFICATIONS | |

  25. Nominees of the Board of Directors

    | 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. |

  26. Nominees of the Board of Directors

    2 Mr. Dourdeville was initially appointed as a Director by the Board in February 2022 pursuant to a Cooperation Agreement (the “Cooperation Agreement”) with H Partners Management, LLC and certain of its affiliates (collectively, “H Partners”). During the period ending 10 days after Mr. Dourdeville or any replacement that H Partners designate under the Cooperation Agreement is no longer serving on the Board, H Partners has agreed to certain restrictions, including, among other things, agreeing not to: (i) acquire beneficial or other ownership in excess of 14.99% of the Company’s then outstanding shares of common stock, (ii) nominate or recommend for nomination any person for election to the Board, (iii) submit any proposal for consideration at, or bring any other business before, any shareholder meeting, or (iv) solicit any proxy, consent, or other authority to vote of shareholders or conduct any other referendum (including any “withhold,” “vote no,” or similar campaign) with respect to, or from the holders of, the Company’s shares. If Mr. Dourdeville is unable or unwilling to serve as a Director or resigns as a Director, then for so long as (a) H Partners continuously beneficially owns in the aggregate at least the lesser of 3.0% of our then outstanding Common Stock and 4,616,307 shares of Common Stock and (b) H Partners Group is not in material breach of the Cooperation Agreement, H Partners has the ability within 30 days of Mr. Dourdeville's departure from the Board to recommend a substitute full-time employee of H Partners to replace Mr. Dourdeville in accordance with the requirements outlined in the Cooperation Agreement. The Cooperation Agreement also includes certain confidentiality provisions.

  27. Nominees of the Board of Directors

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 5 |

  28. Nominees of the Board of Directors

    | | SUMMARY OF 2024 DIRECTOR QUALIFICATIONS |

  29. Nominees of the Board of Directors

    | 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. |

  30. Nominees of the Board of Directors

    | 6 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  31. Nominees of the Board of Directors

    | SUMMARY OF 2024 DIRECTOR QUALIFICATIONS | |

  32. Nominees of the Board of Directors

    | 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. |

  33. Nominees of the Board of Directors

    | 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. |

  34. Nominees of the Board of Directors

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 7 |

  35. Nominees of the Board of Directors

    | | SUMMARY OF 2024 DIRECTOR QUALIFICATIONS |

  36. Nominees of the Board of Directors

    | 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. |

  37. Nominees of the Board of Directors

    | 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. |

  38. Nominees of the Board of Directors

    | 8 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  39. Nominees of the Board of Directors

    | SUMMARY OF 2024 DIRECTOR QUALIFICATIONS | |

  40. Nominees of the Board of Directors

    | 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. |

  41. Nominees of the Board of Directors

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 9 |

  42. Nominees of the Board of Directors

    | | SUMMARY OF 2024 DIRECTOR QUALIFICATIONS |

  43. Nominees of the Board of Directors

    | 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. |

  44. Nominees of the Board of Directors

    | 10 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  45. Nominees of the Board of Directors

    | PROPOSALS TO BE VOTED ON | |

  46. Shareholder Engagement In 2023

    | 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 |

  47. CEO Pay 2021-2023

    | | 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 |

  48. CEO Pay 2021-2023

    The following graphs show CEO full-year Target Pay, Realized Pay and unrealized pay for 2021, 2022, and 2023 as well as cumulative pay for the three-year period As the graphs show, our CEO’s realized pay has consistently trended below target pay over his three years as CEO. The unrealized pay primarily consists of unearned WIN stock options (granted in 2021) and AIP Performance Shares (granted in 2022) as our stock price exclusively dictates vesting under those plans. We believe this demonstrates that our compensation program is designed to effectively incentivize performance, including stock price performance. The aggregate realized pay - the value of base salary, STIP payouts, and long-term incentives (LTI and AIP) - as of December 31, 2023, for our CEO for the last three fiscal years (2021-2023) was approximately 45% of the three-year total target pay. The aggregate realized pay as of December 31, 2023, of long-term incentives (LTI and AIP) that we granted to our CEO for the last three fiscal years (2021-2023) is approximately 29% of the three-year total target pay relating to these awards. •In-the-money value of WIN stock options as of December 31, 2023 was less than $40,000 •Value of the AIP Performance Shares as of December 31, 2023 was $0 Our Named Executive Officers (NEOs) for 2023 are as follows:

  49. 2023 Compensation Actions-Target

    | NAMED EXECUTIVE OFFICER | Base Salary | STIP Target | LTI Target | | Jochen Zeitz | Increased from $1.9M to $1.95M | Supplemental STIP component of $1.5M added for leadership with LiveWire and hiring of a LiveWire CEO | Increased from $6.0M to $6.5M | | Jonathan Root | Increased from $425,000 to $575,000 with appointment to the CFO role | Increased from 60% to 85% with appointment to the CFO role | Increased from 100% to 140% with appointment to the CFO role | | David Viney | No change | No change | No change | | Gina Goetter | Increased from $550,000 to $575,000 | No change | No change | | Edel O'Sullivan | No change | No change | No change | | Jagdish Krishnan | Increased from $500,000 to $575,000 | Increased from 70% to 75% | No change | | Paul Krause | Increased from $450,000 to $475,000 | No change | No change |

  50. 2023 Compensation Actions-Actual

    2023 Compensation Actions-Actual Short-Term Incentive Plan (STIP): Similar to 2022, the Human Resources Committee approved combined HDMC and HDFS Operating Income as the sole measure for the 2023 Short-Term Incentive Plan, or STIP. All employees eligible for the STIP, including the NEOs, earned a reward equal to 66.4% of their target award as a percentage of base salary. Additionally, to recognize Mr. Zeitz's leadership in carving out LiveWire and standing it up as a separate company and as an incentive to complete the process with the hiring of a new Chief Executive Officer for LiveWire, the Committee established a supplemental STIP component and award value for Mr. Zeitz of $1,500,000. Based on the appointment of Karim Donnez as LiveWire CEO effective June 12, 2023, Mr. Zeitz earned and received the supplemental STIP. Long-Term Incentive (LTI): Performance under the 2021-2023 performance share cycle was based on the average achievement of stakeholder-based performance goals for each year during the three-year performance period. The average three-year result was then modified up or down within a range of +/- 15% by our three-year relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space. The actual payout was 93.2% of target. The Human Resources Committee approved this pay-out on February 5, 2024. All NEOs except Messrs. Zeitz and Viney received this grant. The performance cycles for our 2022-2024 and 2023-2025 performance shares reward selected participants, including our NEOs other than Messrs. Zeitz and Viney, based on the average achievement of stakeholder-based performance goals for each year during the three-year performance period. The average three-year result will then be modified up or down within a range of +/-15% by our three-year relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space. Neither performance cycle has yet to be completed. WIN Stock Options: We granted WIN stock options to Mr. Zeitz in December 2021. At the end of 2023, the highest 10-day average stock price that we achieved since we granted the WIN stock options was $49.46, which exceeded the first stock price hurdle of $45.00 under the stock options. Based on this, and because Mr. Zeitz remained employed as CEO through December 31, 2023, he earned 124,950 options with an exercise price of $36.63 and a 6-year exercise term. If Mr. Zeitz remains employed through December 31, 2024, he would earn an additional 64,400 options with the same $36.63 exercise price but with a full 10-year term to exercise. Underpinning our compensation program, there are a number of policies and practices we have adopted to ensure we meet the high governance standards that our shareholders expect and that we expect of ourselves.

  51. 2023 Compensation Actions-Actual

    | WHAT WE DO | WHAT WE DON’T DO | | •Typically target pay levels around the 50th percentile •Deliver the majority of target compensation based on performance •Align our performance measures and goals with our strategy •Use objective performance measures and goals, and clearly disclose them •Promote retention through vesting periods of between one and three years •Conduct an annual assessment of compensation risk •Apply payout caps under our incentive plans •Maintain a Clawback Policy •Maintain Stock Ownership Guidelines •Conduct an annual “say-on-pay” vote •Review tally sheets annually •Review executive talent and succession plans •Engage an independent compensation consultant •Use a double-trigger vesting provision on all long-term incentive awards | X Provide tax gross-ups on any change in control benefits X Design plans that encourage excessive risk X Enter into employment contracts X Deliver guaranteed pay increases X Deliver guaranteed incentive awards X Hedging, pledging or short sales X Option repricing |

  52. Compensation Design

    | PERFORMANCE MEASURE | APPLICABLE TO | WHAT IT MEASURES | | Combined HDMC and HDFS Operating Income | STIP | Measures HDMC and HDFS profitability. | | HDMC Return on Invested Capital | Performance Shares | Measures how effectively and efficiently we manage HDMC capital investments. | | HDMC Revenue | Performance Shares | Measures the HDMC revenue from the sale of motorcycles and related products. | | HDMC and HDFS Workforce Engagement | Performance Shares | Measures the engagement of the workforce. | | HDMC and HDFS Increased Diversity of Leadership Roles | Performance Shares | Measures the number of women and underrepresented employees in leadership roles as a percentage of the total number of employees in those roles. |

  53. Compensation Design

    | | To drive and reward the achievement of stakeholder priorities and shareholder value | For our CEO •Long-term incentives were all RSUs and accounted for 59.9% of total compensation For other NEOs •Long-term incentives included the following: •Performance Shares: ◦Retained 60% weighting ◦Actual payout can range from 0-200% of target at the end of the three-year performance cycle •Restricted Stock Units ◦Retained 40% weighting | •Based on shareholder feedback, in 2024 we changed our LTI plan design for performance shares ◦Moved to 3-year performance goals ◦Removed non-financial measures | | | | | | | Employee Benefits | To provide market-typical benefits that enable executives to undertake their roles and ensure their well-being | •Benefit programs offered to executives in similar form and manner as other employees •Retirement plans vary by individual and include participation in the 401(k) plan, a deferred compensation plan, and in certain circumstances, a defined benefit plan | •No changes recommended for 2024 |

  54. Compensation Peer Group

    Compensation Peer Group On an annual basis, the Human Resources Committee undertakes a review of the compensation peers that we use to provide insight into market competitive pay levels and practices. The Human Resources Committee utilizes a peer group comprised of companies that meet industry and financial criteria, including: (1) status as a publicly-traded North American company on a major exchange; (2) industrial manufacturer or consumer brand; (3) comparability in size and scope, generally based on revenue, total market capitalization and capital intensity; and (4) geographic revenue mix and status as proxy advisor peers, and reflect a balanced mix of H-D’s key business attributes: •Consumer brand; •Lifestyle brand; •Iconic / premium brand; •Capital intensive product offerings; •Large scale industrial manufacturing capabilities; •Dealer network; and •Geographically diverse / global. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, asset class focus, etc.) and make adjustments accordingly. Based on this review, the Human Resources Committee approved the following compensation peer group for use in 2023:

  55. Compensation Peer Group

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

  56. Compensation Peer Group

    Managing Compensation-Related Risks We design our compensation program with the understanding that while some degree of risk is necessary and appropriate, we believe our compensation program should not encourage excessive or inappropriate risk. The Human Resources Committee regularly monitors and evaluates our compensation policies and practices to ensure they align with good governance practices. The Human Resources Committee annually undertakes a compensation risk assessment to establish whether our compensation program is successfully achieving these objectives, while aligning pay with performance. The 2023 review concluded that our compensation program, particularly our cash incentive plans and long-term incentives, appropriately balance risk, pay-for-performance, and the desire to focus executives on specific financial and operational measures. The Human Resources Committee believes our program does not encourage unnecessary or excessive risk-taking, nor does it create risks that are reasonably likely to have a material adverse effect on the Company. We have adopted the following policies and agreements to further underpin our executive compensation program with robust governance practices. The Human Resources Committee believes these are appropriate and reflect the expectations of our shareholders while providing for clear alignment between the interests of executives and those of our shareholders.

  57. Compensation Peer Group

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 37 |

  58. Compensation Peer Group

    | | EXECUTIVE COMPENSATION |

  59. 2023 Short-Term Incentive Plan (STIP)

    2023 Short-Term Incentive Plan (STIP) The short-term incentive plan the Human Resources Committee approved in February 2023 continued to utilize combined HDMC and HDFS operating income as the sole performance measure. The Human Resources Committee believes the short-term incentive plan design aligns the incentives of participants with the overall performance of the Company. In February 2023, as part of the annual target setting process, the Human Resources Committee reviewed and approved the amount of compensation that we would pay to each NEO (except Messrs. Root & Krishnan) under the short-term incentive plan, expressed as a percentage of their base salary, if the actual Company performance resulted in a payout at target for 2023. We set Mr. Root's target percentage as part of his compensation for the role of CFO and Mr. Krishnan's target percentage as part of his compensation for the role of Chief Digital and Operations Officer. The target bonus opportunities are set forth below. The design of the short-term incentive plan was such that, if we did not achieve the minimum level of performance, then there would be no payout. If we achieved the minimum level of performance, the threshold payout was 50% of the target opportunity; performance at or above the upper end of performance goal would result in a payout of 200% of the target opportunity. If combined HDMC and HDFS operating income did not achieve a minimum (threshold) level of $828 million, there would be no payout. For 2023 only, to recognize his leadership in carving out LiveWire and standing it up as a separate company and as an incentive to complete the process with the hiring of a new CEO for LiveWire, the Committee established a supplemental STIP component and award value for Mr. Zeitz of $1,500,000.

  60. 2023 Short-Term Incentive Plan (STIP)

    | NAMED EXECUTIVE OFFICER | 2023 Target Bonus Opportunity (% of Base Salary) | | Jochen Zeitz | 123% | | Jonathan Root | 85% | | David Viney | 50% | | Gina Goetter | 85% | | Edel O'Sullivan | 90% | | Jagdish Krishnan | 75% | | Paul Krause | 65% |

  61. 2023 Short-Term Incentive Plan (STIP)

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 39 |

  62. 2023 Short-Term Incentive Plan (STIP)

    | | EXECUTIVE COMPENSATION |

  63. 2023 Performance Measures and Achievements

    2023 Performance Measures and Achievements

  64. 2023 Short-Term Incentive Awards

    2023 Short-Term Incentive Awards In 2023, combined HDMC and HDFS operating income was $896 million, which resulted in a payout of 66.4% of the target opportunity. For each NEO, we reflect their STIP payout in the summary compensation table under non-equity incentive plan compensation.

  65. 2023 Short-Term Incentive Awards

    | PERFORMANCE MEASURE (WEIGHT) | THRESHOLD | TARGET | MAXIMUM | ACTUAL | PAYOUT | | Operating Income (100%) ($ in millions) | $828 | $1,035 | $1,242 | $896 | 66.4% |

  66. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards Equity-based awards provide a direct alignment of interests with our shareholders, given the exposure to upward and downward movement in Harley-Davidson’s share price over the long-term. For our executive officers, we generally make long-term incentive awards in the form of two types of equity-based awards that enable the Human Resources Committee to achieve a combination of objectives: •Performance shares enable the Committee to incentivize and reward performance in areas critical to our success; and •Restricted stock units help us retain our senior executives, whose experience is critical to the successful execution of our plans and strategies. For each NEO, other than Messrs. Zeitz and Viney, the Human Resources Committee determined a target value of long-term incentive opportunity, which we express as a percentage of base salary. We issued Mr. Root's 2023 grant at a 100% target based on his role at the time as Senior Vice President of Harley-Davidson Financial Services; upon his promotion to Chief Financial Officer, the Committee approved his new target of 140% to apply to future grants. We converted the target value of long-term incentive opportunity for each NEO (other than Messrs. Zeitz and Viney) into an award of performance shares and an award of restricted stock units. For this conversion, we valued each performance share and each restricted stock unit at an amount equal to the closing price of a share of our stock on the date of grant.

  67. 2023 Long-Term Incentive Awards

    | NAMED EXECUTIVE OFFICER | TARGET AWARD VALUE (% OF BASE SALARY) | LONG-TERM INCENTIVE MIX | | | | | PERFORMANCE SHARES (60% OF TOTAL TARGET VALUE) | RESTRICTED STOCK UNITS (40% OF TOTAL TARGET VALUE) | | Jonathan Root | 100% | $255,000 | $170,000 | | Gina Goetter | 140% | $483,000 | $322,000 | | Edel O'Sullivan | 120% | $342,000 | $228,000 | | Jagdish Krishnan | 140% | $420,000 | $280,000 | | Paul Krause | 120% | $342,000 | $228,000 |

  68. 2023 Long-Term Incentive Awards

    The Human Resources Committee decided to maintain the same mix of performance shares (60%) and restricted stock units (40%) in 2023 that it had used in 2022. The Human Resources Committee believes that the 60/40 mix of performance shares and restricted stock units provides the appropriate balance of retention and performance. We believe the mix is balanced to incentivize the team to deliver. Because turnover is common during times of significant change and transformation, we believe providing 40% of our target value for long-term incentives in the form of RSUs helps us incentivize and retain top talent. Upon Ms. Goetter's departure from the Company on April 28, 2023 she forfeited the full value of the shares listed above. As part of the compensation terms that the Board of Directors approved for Mr. Zeitz on February 9, 2023, he received RSUs valued at $6,500,000 in 2023. As part of his compensation terms as Treasurer, which the then CFO approved when Mr. Viney began his employment as Treasurer in June 2022, Mr. Viney received RSUs valued at $253,000 in 2023.

  69. 2023 Performance Share Awards

    2023 Performance Share Awards Performance shares allow the executive to earn a specified number of shares of our common stock at the end of the three-year performance period (2023 through 2025) that will range between 0% and 200% of the initial shares awarded. As a result, the number of performance shares an NEO earns is based on Company performance and the value that the NEO realizes is tied to the stock price when the shares vest at the end of the performance period. To the extent awards vest, the participant will also receive the accumulated dividends that have accrued over the performance period, in direct proportion to the number of performance shares that actually vest.

  70. 2023 Performance Share Awards

    | 40 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  71. 2023 Performance Share Awards

    | EXECUTIVE COMPENSATION | |

  72. 2023 Performance Share Awards

    We believe Harley-Davidson must deliver for all our stakeholders, including our shareholders, our customers, our employees, and our communities. As a result, for the 2023-2025 performance period, the Human Resources Committee approved performance shares that will reward selected participants, including our NEOs other than Messrs. Zeitz and Viney, based on the average achievement of stakeholder-based performance goals for each year during the three-year performance period. The average will then be modified up or down within a range of +/-15% by our three-year relative total shareholder return compared to that of five other publicly traded companies in the consumer discretionary transportation space. The Human Resources Committee approved the measures for year one of the 2023-2025 performance shares in February 2023. The following tables show the year one, or 2023, measures and weightings as well as the 2023 threshold, target, and maximum performance ranges.

  73. 2023 Performance Share Awards

    | PERFORMANCE MEASURE | WEIGHTING | DEFINITION | | HDMC ROIC | 25% | 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. | | HDMC Revenue | 25% | Total revenue from HDMC. | | HDMC and HDFS Employee Engagement | 25% | The measure is simply the percentage of employees who were engaged based on the results of our annual survey results. | | HDMC and HDFS Workforce Representation | 25% | The total number of women and underrepresented employees in manager or above roles across the globe as a percent of the total number of employees in manager or above roles. |

  74. 2023 Performance Share Awards

    | 2023 PERFORMANCE MEASURE | THRESHOLD | TARGET | MAXIMUM | | HDMC ROIC | 16.3% | 21.9% | 27.4% | | HDMC Revenue | $3.9B | $5.3B | $6.6B | | Employee Engagement | 57.0% | 60.0% | 65.0% | | Workforce Representation | 44.0% | 46.0% | 48.0% |

  75. 2023 Restricted Stock Unit Awards

    2023 Restricted Stock Unit Awards Restricted stock unit awards allow the executive to earn a specified number of shares of our common stock at the end of a restricted period. Awards vest in three equal installments on the first, second, and third anniversaries of the grant date subject to continued employment. At the time of vesting, the executive will receive dividends that were declared quarterly related to unvested shares. The Human Resources Committee believes that restricted stock unit awards complement our use of performance shares by providing an effective and valuable tool to attract and retain executives. Under the general vesting rules, a recipient who has reached the age of 55 is eligible for retirement and, upon retirement from the Company, will have all awards that were granted 12 or more months prior to the date of retirement vest upon retirement. The awards for all NEOs vest ratably over 3 years. Payout of the 2021 Performance Share Awards In 2021, the Human Resources Committee approved grants of performance shares which, subject to performance during 2021, 2022, and 2023, were eligible for vesting in a range between 0% and 200% of the initial award amount. Performance was assessed against four performance measures, tied to our areas of long-term strategic focus based on the average achievement of stakeholder-based performance goals for each year during the three-year performance period. The average three-year result was then subject to modification up or down within a range of +/-15% based upon our three-year relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space.

  76. 2023 Restricted Stock Unit Awards

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 41 |

  77. 2023 Restricted Stock Unit Awards

    | | EXECUTIVE COMPENSATION |

  78. 2023 Restricted Stock Unit Awards

    The following graph shows the results of each performance measure each year and the cumulative percentage that we actually achieved. As previously noted, participants earned 2021-2023 performance shares at 93.2% of target, which was the TSR adjusted percentage.

  79. 2023 Restricted Stock Unit Awards

    | | | Preliminary payout as % of Target | | | | | | Performance Measure | Weight | 2021 | 2022 | 2023 | Achievement % | TSR Modifier | | Combined HDMC (and LiveWire) ROIC | 25% | 50.0% | 21.0% | 17.5% | 29.5% | Modifier Result -15% | | Combined HDMC (and LiveWire) Revenue | 25% | 38.0% | 24.9% | 20.6% | 27.8% | | | HDI Employee Engagement | 25% | 22.1% | 31.0% | 20.8% | 24.6% | | | HDI Workforce Representation | 25.0% | 33.2% | 50.0% | —% | 27.7% | | | Total | 100% | 143.3% | 126.9% | 58.9% | 109.7% | 93.2% |

  80. 2023 Restricted Stock Unit Awards

    Note: 2021 and 2022 ROIC and Revenue include LiveWire, 2023 only includes HDMC. The peer group for the 2021-2023 performance awards used to calculate the Total Shareholder Return (TSR) modifier consisted of the following five companies: BRP Inc., Brunswick Corporation, Polaris Inc, Thor Industries, Inc., and Winnebago Industries, Inc. Below is the modifier scale that the Human Resources Committee approved.

  81. 2023 Restricted Stock Unit Awards

    | Harley-Davidson Rank | Modifier | Harley-Davidson Cumulative TSR and Rank Throughout the Performance Period | | | | | | 2021 | 2021-22 | 2021-23 (Final) | | 1 | +15% | +4.3% Rank = 6 | +16.9% Rank = 2 | +5.5% Rank = 6 | | 2 | +10% | | | | | 3 | +5% | | | | | 4 | 0 | | | | | 5 | (7.5)% | | | | | 6 | (15)% | | | |

  82. 2023 Restricted Stock Unit Awards

    Harley-Davidson's 2021-2023 TSR of +5.5% at the end of 2023, which is what we used to calculate the TSR modifier, placed the Company 6th out of 6 companies which resulted in a final pay modifier of -15%. For reference, we share where our TSR ranked at year-end 2021 and 2022. TSR reflects stock price appreciation and dividend reinvestment over the Performance Period. We calculated TSR consistently for the Company and each of the peer companies. WIN Stock Options Vested in 2023 At the end of 2023, the highest 10-day average stock price achieved since granting the WIN stock options to Mr. Zeitz in December 2021 was $49.46, which is over the first stock price hurdle of $45.00 under the options. We achieved this on February 15, 2023. Based on this, and because Mr. Zeitz remained employed as CEO through December 31, 2023, he earned 124,950 options with an exercise price of $36.63 and a 6-year exercise term. If Mr. Zeitz remains employed as CEO through December 31, 2024, he would earn an additional 64,400 options with the same $36.63 exercise price but with a full 10-year term to exercise. Aspirational Grant Vested in 2023 At the end of 2023, the highest 30-day average stock price that we achieved since granting the AIP Performance Shares did not reach the first threshold of $70.00, so none of the eligible NEOs earned any AIP Performance Shares. Other Elements of Compensation The final elements of our executive compensation program are the benefits and limited executive perquisites that we provide. We generally offer benefits in a form and manner similar to our other salaried employees, with a goal across the Company of being competitive in the markets in which we compete for talent.

  83. 2023 Restricted Stock Unit Awards

    | 42 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  84. 2023 Restricted Stock Unit Awards

    | EXECUTIVE COMPENSATION | |

  85. ADDITIONAL INFORMATION

    ADDITIONAL INFORMATION Tax and Accounting Considerations Section162(m) of the Internal Revenue Code limits the tax deductibility of compensation that we pay to certain covered employees, generally including our NEOs, to $1,000,000 in any year. The Human Resources Committee believes that shareholders’ interests are best served by not restricting its discretion and flexibility in structuring compensation, even though doing that may result in certain non-deductible compensation expenses. Because many different factors influence a well-rounded, comprehensive executive compensation program, some of the compensation we provide to our executives is likely not to be fully deductible for tax purposes due to Section 162(m). Equity Award and Grant Practices We make awards of equity to certain employees, including our NEOs and our non-employee Directors, under an established process that the Committee has approved using shareholder-approved stock plans. Annual equity awards to employees historically have taken place in February after the release of fourth-quarter earnings, at which time the “window” for effecting transactions in our stock is generally open for those employees who may, through their job responsibilities, have access to material non-public information. Off-cycle equity award grants may only be effective on dates during an open window period and occur after the CEO or Human Resources Committee determines that an individual is deserving of an award because: (i) an eligible employee is a recent hire; (ii) an employee has excelled in their role; (iii) an eligible employee is promoted to a new position (which is stock eligible); (iv) an eligible employee is highly valued and management wants to retain the individual; or (v) an eligible employee was inadvertently omitted from the annual award list.

  86. ADDITIONAL INFORMATION

    Tally Sheets The Human Resources Committee reviews tally sheets every year that are comprehensive and show the full range of compensation under a variety of employment scenarios. The Human Resources Committee believes the annual review of tally sheets is helpful and considers them as part of its deliberations regarding executive pay every year. Employment Contracts We do not enter into employment contracts with executives that provide for ongoing terms of employment. Transition Agreements and Change of Control On December 31, 2023, we had Transition Agreements with Messrs. Zeitz, Root, Krause, and Krishnan, and Ms. O'Sullivan, which become effective upon a change of control of Harley-Davidson, Inc. as defined in their Transition Agreements. In the agreements with these NEOs, to the extent that payments to these executives under these agreements would be considered “excess parachute payments” as defined in Section 280G of the Internal Revenue Code, the payments will be reduced to a point at which they are no longer considered excess parachute payments or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit to the executive. The Transition Agreements do not provide for the payment of an excise tax gross-up or any benefits in the event the executive voluntarily terminates their employment for any reason after a change of control. There is no immediate vesting of equity awards upon a change of control for NEOs who are parties to Transition Agreements. We believe the circumstances that entitle an individual to payments upon termination of employment following a change of control strike the appropriate balance between protecting the interests of our shareholders and our executives. The table in the “Payments Made Upon Termination-Change of Control” section provides estimates of the amounts of compensation payable to each eligible NEO, if any, upon a change of control and termination of the executive. The assumptions we used to calculate those amounts accompany the Change of Control table. Executive Severance All NEOs are covered under our Executive Severance Plan that, if we terminate employment for reasons other than for cause, provides for a base salary continuation benefit of 12 months for Mr. Viney and 24 months for the remaining NEOs, prorated annual incentive plan payment, and a lump sum payment for medical, dental and vision benefit plans based on the number of months of severance, and the Company’s contribution for such benefits, as well as a payment in lieu of outplacement benefits. To receive a severance payment under this Plan, the executive must execute a general release of claims against the Company and agree to certain restrictive covenants.

  87. Summary Compensation Table

    Summary Compensation Table

  88. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION (a) | YEAR (b) | SALARY ($) (c) | BONUS ($) (1) (d) | STOCK AWARDS ($) (2) (e) | OPTION AWARDS ($) (f) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (3) (g) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (h) | ALL OTHER COMPENSATION ($) (4) (i) | TOTAL ($) (j) | | Jochen Zeitz President and Chief Executive Officer | 2023 | $1,948,000 | $— | $6,500,029 | $— | $3,093,600 | $— | $411,651 | $11,953,280 | | | 2022 | $1,900,000 | $— | $38,407,535 | $— | $2,738,400 | $— | $278,929 | $43,324,864 | | | 2021 | $2,500,000 | $— | $6,000,030 | $6,435,000 | $3,000,000 | $— | $170,538 | $18,105,568 | | Jonathan Root Chief Financial Officer | 2023 | $503,000 | $— | $490,475 | $— | $249,689 | $— | $51,462 | $1,294,626 | | David Viney Former Interim Chief Financial Officer | 2023 | $360,500 | $150,000 | $253,016 | $— | $119,686 | $— | $21,742 | $904,444 | | Gina Goetter Former Chief Financial Officer | 2023 | $188,000 | $— | $884,154 | $— | $— | $— | $84,042 | $1,156,196 | | | 2022 | $550,000 | $— | $3,250,308 | $— | $533,418 | $— | $36,327 | $4,370,053 | | | 2021 | $475,000 | $— | $402,622 | $— | $1,140,000 | $— | $17,654 | $2,035,276 | | Edel O'Sullivan Chief Commercial Officer | 2023 | $475,000 | $— | $607,867 | $— | $283,860 | $— | $64,172 | $1,430,899 | | | 2022 | $475,000 | $— | $3,052,053 | $— | $487,778 | $— | $29,437 | $4,044,268 | | | 2021 | $398,219 | $500,000 | $347,275 | $— | $716,795 | $— | $— | $1,962,289 | | Jagdish Krishnan Chief Digital and Operations Officer | 2023 | $562,000 | $— | $794,675 | $— | $276,893 | $— | $62,850 | $1,696,418 | | | 2022 | $475,000 | $— | $3,185,656 | $— | $379,383 | $— | $38,035 | $4,078,074 | | | 2021 | $475,000 | $— | $402,622 | $— | $665,000 | $— | $22,386 | $1,565,008 | | Paul Krause Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary | 2023 | $474,000 | $— | $602,834 | $— | $205,010 | $— | $69,662 | $1,351,506 | | | 2022 | $450,000 | $— | $2,171,360 | $— | $333,743 | $— | $36,025 | $2,991,128 |

  89. Summary Compensation Table

    (1) On April 28, 2023, Ms. Goetter stepped down as the Company’s Chief Financial Officer to pursue another opportunity outside the Company and Mr. Viney, Vice President and Treasurer of the Company, assumed the role of Interim Chief Financial Officer of the Company, in addition to maintaining his duties as Treasurer of the Company. On June 26, 2023, Mr. Root, who had been Senior Vice President of HDFS, was appointed as the Chief Financial Officer of the Company. Mr. Viney received a $150,000 completion bonus for his role as Interim CFO. (2) We calculated the compensation related to stock (restricted stock units and performance shares) based on the grant date fair value of an award as determined pursuant to Accounting Standards Codification Topic 718 ("ASC 718"). We based the grant date fair value of restricted stock unit awards on the market price of the underlying stock as of the date of grant (which considers the value of dividend equivalents that the holder is entitled to receive). The grant date fair values of the performance shares were determined using a Monte Carlo simulation on the date of grant pursuant to ASC 718. Refer to Note 16 of our financial statements included in our 2023 Annual Report on Form 10-K for details regarding assumptions we used to value the performance shares. The value included in the summary compensation table is based on achieving the performance objectives at target. The maximum performance share award value for 2023 grants of performance share awards, based on the grant date fair value per performance share, is 200% of the target amount, which equates to the following amounts based on our stock price on the date of grant: Mr. Root - $640,949, Ms. Goetter - $1,021,150, Ms. O'Sullivan - $759,722, Mr. Krishnan - $1,029,281 and Mr. Krause - $749,655. Mr. Viney did not receive a performance share grant in 2023. (3) The amount in this column for 2023 includes the amounts each NEO earned under their STIP award for 2023 which we paid during 2024. For each year in this table, this column shows compensation for the year in which it was earned, even if we paid the amount during the following year. In addition to earning a STIP award based on financial performance, Mr. Zeitz also earned an additional $1,500,000 as part of the 2023 STIP plan to recognize his leadership in carving out LiveWire and standing it up as a separate company and as an incentive to complete the process with the hiring of a new CEO for LiveWire, which was paid in 2023. (4) All other compensation in 2023 consisted of the following:

  90. Summary Compensation Table

    | | 401(K) PLAN CONTRIBUTION | DEFERRED COMPENSATION PLAN CONTRIBUTION | HEALTHCARE ACCOUNT CONTRIBUTION | AIRCRAFT USAGE(i) | TOTAL | | Jochen Zeitz | $27,050 | $185,912 | $— | $198,689 | $411,651 | | Jonathan Root | $27,050 | $24,412 | $— | $— | $51,462 | | David Viney | $21,742 | $— | $— | $— | $21,742 | | Gina Goetter | $27,050 | $56,992 | $— | $— | $84,042 | | Edel O'Sullivan | $27,050 | $37,122 | $— | $— | $64,172 | | Jagdish Krishnan | $27,050 | $35,050 | $750 | $— | $62,850 | | Paul Krause | $27,050 | $42,612 | $— | $— | $69,662 |

  91. Summary Compensation Table

    (i)Compensation for executive aircraft usage is based on the incremental cost to the Company. Incremental cost is calculated based on an annual average cost per flight hour which includes costs for fuel, landing/hanger fees, crew travel costs, catering, and other variable flight expenses. This annual average cost per flight hour is then multiplied by the hours flown in connection with executive aircraft usage, including any flight hours necessary to reposition the aircraft. Since we use our aircraft primarily for business travel, we do not include costs that the Company would have incurred regardless of executive aircraft usage, such as depreciation, pilot salaries, and maintenance costs. In addition, the amount of compensation for executive aircraft usage includes approximately $58,000 related to the cost of chartering an aircraft during maintenance of the Company aircraft.

  92. Summary Compensation Table

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 45 |

  93. Summary Compensation Table

    | | EXECUTIVE COMPENSATION |

  94. GRANTS OF PLAN BASED AWARDS FOR 2023

    GRANTS OF PLAN BASED AWARDS FOR 2023

  95. GRANTS OF PLAN BASED AWARDS FOR 2023

    | NAME (a) | | AWARD DATE (4) | GRANT DATE (b) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (3) (#) (i) | ALL OTHER OPTION AWARDS: NUMBER OF SECUR- ITIES UNDER- LYING OPTION (#) (j) | EXER- CISE OR BASE PRICE OF OPTION AWARDS ($/sh) (k) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (l) | | | | | | THRES- HOLD ($) (c) | TARGET ($) (d) | MAXIMUM ($) (e) | THRES- HOLD (#) (f) | TARGET (#) (g) | MAXIMUM (#) (h) | | | | | | Jochen Zeitz | STIP | 02/05/23 | 02/05/23 | $1,200,000 | $2,400,000 | $4,800,000 | | | | | | | | | | RSUs | 02/09/23 | 02/09/23 | | | | | | | 135,927 | | | $6,500,029 | | Jonathan Root | STIP | 02/05/23 | 02/05/23 | $188,000 | $376,000 | $752,000 | | | | | | | | | | Performance Shares | 02/03/21 | 02/09/23 | | | | 1,251 | 2,502 | 5,004 | | | | $128,102 | | | Performance Shares | 02/09/22 | 02/09/23 | | | | 981 | 1,962 | 3,924 | | | | $102,868 | | | Performance Shares | 02/09/23 | 02/09/23 | | | | 889 | 1,778 | 3,556 | | | | $89,505 | | | RSUs | 02/09/23 | 02/09/23 | | | | | | | 3,555 | | | $170,000 | | David Viney | STIP | 02/05/23 | 02/05/23 | $90,125 | $180,250 | $360,500 | | | | | | | | | | RSUs | 02/09/23 | 02/09/23 | | | | | | | 5,291 | | | $253,016 | | Gina Goetter | STIP | 02/05/23 | 02/05/23 | $244,375 | $488,750 | $977,500 | | | | | | | | | | Performance Shares | 02/03/21 | 02/09/23 | | | | 2,015 | 4,029 | 8,058 | | | | $206,285 | | | Performance Shares | 02/09/22 | 02/09/23 | | | | 1,777 | 3,554 | 7,109 | | | | $186,354 | | | Performance Shares | 02/09/23 | 02/09/23 | | | | 1,684 | 3,367 | 6,734 | | | | $169,495 | | | RSUs | 02/09/23 | 02/09/23 | | | | | | | 6,734 | | | $322,020 | | Edel O'Sullivan | STIP | 02/05/23 | 02/05/23 | $213,750 | $427,500 | $855,000 | | | | | | | | | | Performance Shares | 02/03/21 | 02/09/23 | | | | 1,191 | 2,381 | 4,762 | | | | $121,907 | | | Performance Shares | 02/09/22 | 02/09/23 | | | | 1,316 | 2,631 | 5,262 | | | | $137,943 | | | Performance Shares | 02/09/23 | 02/09/23 | | | | 1,192 | 2,384 | 4,768 | | | | $120,011 | | | RSUs | 02/09/23 | 02/09/23 | | | | | | | 4,768 | | | $228,006 | | Jagdish Krishnan | STIP | 02/05/23 | 02/05/23 | $208,500 | $417,000 | $834,000 | | | | | | | | | | Performance Shares | 02/03/21 | 02/09/23 | | | | 2,015 | 4,029 | 8,058 | | | | $206,285 | | | Performance Shares | 02/09/22 | 02/09/23 | | | | 1,535 | 3,070 | 6,140 | | | | $160,960 | | | Performance Shares | 02/09/23 | 02/09/23 | | | | 1,464 | 2,928 | 5,856 | | | | $147,396 | | | RSUs | 02/09/23 | 02/09/23 | | | | | | | 5,856 | | | $280,034 | | Paul Krause | STIP | 02/05/23 | 02/05/23 | $154,375 | $308,750 | $617,500 | | | | | | | | | | Performance Shares | 02/03/21 | 02/09/23 | | | | 1,212 | 2,424 | 4,848 | | | | $124,109 | | | Performance Shares | 02/09/22 | 02/09/23 | | | | 1,247 | 2,493 | 4,986 | | | | $130,708 | | | Performance Shares | 02/09/23 | 02/09/23 | | | | 1,192 | 2,384 | 4,768 | | | | $120,011 | | | RSUs | 02/09/23 | 02/09/23 | | | | | | | 4,768 | | | $228,006 |

  96. GRANTS OF PLAN BASED AWARDS FOR 2023

    (1)In February 2023, the Human Resources Committee formally approved the STIP relating to 2023 performance. Under this plan, each eligible NEO had the potential to earn the estimated future payouts that we disclose above during 2023. We include further details regarding this plan, including information on performance criteria, in the “2023 Short-Term Incentive Plan” section of the “Compensation Discussion and Analysis”. The estimated future STIP amounts disclosed above for Messrs. Root and Krishnan include revisions made subsequent to February 2023, in connection with promotions they received during 2023. (2)Performance shares shown as granted in 2023 include one-third of the performance share award approved in each of the last three years including 2023, 2022 and 2021 (other than the AIP Performance Shares). Under ASC 718, shares are not considered granted until the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. Therefore, the total performance share award for each year is considered granted in three equal

  97. GRANTS OF PLAN BASED AWARDS FOR 2023

    | 46 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  98. GRANTS OF PLAN BASED AWARDS FOR 2023

    | EXECUTIVE COMPENSATION | |

  99. GRANTS OF PLAN BASED AWARDS FOR 2023

    amounts on the dates the annual performance goals for each fiscal year are communicated. The performance shares allow NEOs to earn a specified number of shares of our common stock at the end of a three-year performance period that will range between 0% and 200% of the target level award amount. The number of shares of our stock that the NEO will earn under each award will be based on the Company's average achievement of internal performance goals for each fiscal year during the award's three-year performance period modified by the Company's relative total shareholder return performance compared to a predetermined peer group, measured over the same three-year performance period. The annual performance goals for each fiscal year are established and communicated to the NEO at the beginning of each fiscal year. The performance measures for the 2023 fiscal year relate to HDMC return on invested capital, HDMC revenue, HDI workforce representation, and HDI employee engagement and are subject to total shareholder return modifier. We discuss these measures under “2023 Long-Term Incentive Awards” in the “Compensation Discussion and Analysis.” Earned shares will vest only if the individual remains an employee through the vesting date or certain other circumstances apply. To the extent that these awards vest, the participant will receive the accumulated dividends that have accrued over the performance period in direct proportion to the number of performance shares that actually vest. (3)Restricted stock unit awards allow NEOs to receive shares of our common stock in the future only after the awards vest, which will occur only if the individual remains an employee through the vesting date or certain other circumstances apply. The restricted stock unit awards granted to NEOs vest in three equal annual installments beginning one year after the grant date. To the extent that these awards vest, the participant will receive the accumulated dividends that have accrued over the service period. Under the vesting rules of our restricted stock unit awards, a recipient who is at least 55 years old, is eligible for retirement and retires from the Company will have all awards that were granted 12 or more months prior to the date of retirement vest upon retirement. (4)The date the Human Resources Committee initially took action to approve the award. As noted in note (2) certain performance shares shown as granted in 2023 were approved in 2022 and 2021 but were not considered granted until the annual performance goals were communicated by the Company to the NEO in 2023.

  100. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table For 2023, we maintained the following executive compensation elements and plans for our NEOs: •Base salary; •Annual cash incentive compensation; •Long-term incentive stock awards; •Retirement and savings plans; •Non-qualified Deferred Compensation Plan; and •Other employee benefits and other non-cash compensation. We include further details regarding these plans and elements of our program, including information on performance criteria and vesting provisions, in the "2023 Compensation Decisions and Outcomes" section of the "Compensation Discussion and Analysis."

  101. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 47 |

  102. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | EXECUTIVE COMPENSATION |

  103. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

  104. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | NAME (a) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE (b) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1) (c) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) (1) (d) | OPTION EXERCISE PRICE ($) (e) | OPTION EXPIRATION DATE (f) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (2) (4) (g) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (h) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (3) (4) (i) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (3) (j) | | Jochen Zeitz | 124,950 | 64,400 | 310,650 | $36.63 | 12/31/26 | 147,466 | $5,432,647 | 375,000 | $13,815,000 | | Jonathan Root | 1,814 | | — | $63.49 | 02/03/25 | 14,837 | $546,595 | 38,486 | $1,417,824 | | David Viney | | | | | | 9,269 | $341,470 | — | $— | | Gina Goetter | | | | | | — | $— | — | $— | | Edel O'Sullivan | | | | | | 16,523 | $608,707 | 41,378 | $1,524,366 | | Jagdish Krishnan | | | | | | 23,904 | $880,623 | 43,495 | $1,602,356 | | Paul Krause | | | | | | 16,488 | $607,418 | 30,968 | $1,140,861 |

  105. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1)We granted options to Mr. Zeitz on December 1, 2021. These WIN stock options will vest (become earned and exercisable) only if stock price performance goals and continued service thresholds are met. Any unearned WIN stock options based on the stock price goals by December 31, 2026, will be forfeited as of such date, and any unexercised portion of the WIN stock options will be immediately forfeited if Mr. Zeitz’s employment is terminated for cause. Any portion of the WIN stock options that are not exercisable based on the service requirements at the time of Mr. Zeitz’s termination of employment will be forfeited. If Mr. Zeitz’s employment is terminated by us without cause prior to December 31, 2023, then he will be deemed to have satisfied the continuous employment requirement with respect to a pro rata portion, or 66%, of the WIN stock options that were tied to his continuous employment through December 31, 2023. Finally, to provide a further incentive for performance and continued service, a voluntary termination before December 31, 2024, reduces any WIN stock option term from 10 years to 6 years. Based on our stock price relative to the performance goals and because Mr. Zeitz remained employed through December 31, 2023, 124,950 options or 66% of the earned WIN stock options are exercisable with a 6-year term. If Mr. Zeitz remains employed through December 31, 2024, an additional 64,400 options will become exercisable (representing the remaining 34% of the earned WIN stock options) with a 10-year term. We granted options to Mr. Root in February 2015. The grant vested ratably over a three-year period beginning with the first 33% vesting one year after the date of grant, the second 33% vesting two years after the date of grant and the third 33% vesting three years after the date. (2)The amounts in this column consist of unvested restricted stock units and earned, but unvested performance shares. The value of the awards in this column is based on the closing price of Harley-Davidson’s common stock on December 29, 2023. (3)The amounts in this column consist of unearned performance shares and AIP Performance Shares. The value disclosed is based on actual performance achieved for each of the underlying performance measures through December 31, 2023. If actual performance was less than threshold, then the value disclosed is based on achieving threshold performance. If actual performance exceeded threshold, then the value of shares disclosed is based on achieving target performance. The value of remaining shares related to measures with actual performance that exceeded target is disclosed based on achieving maximum performance. Threshold performance for the AIP Performance Shares represents the shares that would be earned at the lowest share price threshold that is not yet achieved as of December 31, 2023. The value of shares was based on the closing price of Harley-Davidson’s common stock on December 29, 2023. (4)RSUs, performance shares and AIP Performance Shares vest as follows:

  106. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | 48 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  107. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | EXECUTIVE COMPENSATION | |

  108. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | RSU & EARNED PERFORMANCE SHARE VESTING DATE | NUMBER OF RSUs & EARNED PERFORMANCE SHARES | UNEARNED PERFORMANCE SHARES & ASPIRATIONAL PERFORMANCE SHARES VESTING DATE | NUMBER OF UNEARNED PERFORMANCE SHARES & ASPIRATIONAL PERFORMANCE SHARES | | Jochen Zeitz | January 2024 | 5,769 | (1) | 375,000 | | | February 2024 | 51,078 | | | | | February 2025 | 45,309 | | | | | February 2026 | 45,310 | | | | Jonathan Root | February 2024 | 11,157 | | | | | February 2025 | 2,494 | February 2025 | 5,840 | | | February 2026 | 1,186 | February 2026 | 2,646 | | | | | (1) | 30,000 | | David Viney | February 2024 | 1,763 | | | | | August 2024 | 1,989 | | | | | February 2025 | 1,764 | | | | | August 2025 | 1,989 | | | | | February 2026 | 1,764 | | | | Edel O'Sullivan | February 2024 | 10,003 | | | | | May 2024 | 1,587 | | | | | February 2025 | 3,344 | February 2025 | 7,830 | | | February 2026 | 1,589 | February 2026 | 3,548 | | | | | (1) | 30,000 | | Jagdish Krishnan | February 2024 | 17,952 | | | | | February 2025 | 3,999 | February 2025 | 9,138 | | | February 2026 | 1,953 | February 2026 | 4,357 | | | | | (1) | 30,000 | | Paul Krause | February 2024 | 11,647 | | | | | February 2025 | 3,251 | February 2025 | 7,420 | | | February 2026 | 1,590 | February 2026 | 3,548 | | | | | (1) | 20,000 |

  109. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1)AIP Performance Shares allow NEOs to earn shares of our common stock if share price thresholds are achieved by December 31, 2025. If a share price threshold is met, then 50% of the associated performance shares will be deemed vested immediately upon the Human Resources Committee's determination that the share price threshold has been achieved and the remaining 50% will be deemed vested on the one-year anniversary of the date on which the share price threshold was achieved, subject to certain conditions.

  110. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023

  111. OPTION EXERCISES AND STOCK VESTED IN 2023

    | NAME (a) | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) (b) | VALUE REALIZED ON EXERCISE ($) (c) | NUMBER OF SHARES ACQUIRED ON VESTING (#) (d) | VALUE REALIZED ON VESTING ($) (e) | | Jochen Zeitz | — | $— | 126,934 | $5,272,020 | | Jonathan Root | — | $— | 4,416 | $219,444 | | David Viney | — | $— | — | $— | | Gina Goetter | — | $— | 5,055 | $251,104 | | Edel O'Sullivan | — | $— | 3,340 | $138,167 | | Jagdish Krishnan | — | $— | 4,732 | $235,658 | | Paul Krause | — | $— | 5,307 | $247,052 |

  112. Pension Benefits

    Pension Benefits We maintain the Harley-Davidson Retirement Annuity Plan which is a noncontributory defined benefit pension plan. Under the Plan, our eligible salaried employees are generally eligible to retire with unreduced benefits at age 62 or later. The plan was closed to new participants in 2006 and benefit accruals under the Plan ceased after December 31, 2023. Based on tenure, none of our NEOs were eligible to participate in the Harley-Davidson Retirement Annuity Plan.

  113. Pension Benefits

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 49 |

  114. Pension Benefits

    | | EXECUTIVE COMPENSATION |

  115. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  116. NON-QUALIFIED DEFERRED COMPENSATION

    | NAME (a) | EXECUTIVE CONTRIBUTION IN LAST FY ($) (1) (b) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) (2) (c) | AGGREGATE EARNINGS IN LAST FY ($) (3) (d) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) (e) | AGGREGATE BALANCE AT LAST FYE ($) (4) (f) | | Jochen Zeitz | $20,500 | $185,911 | $127,044 | $— | $518,974 | | Jonathan Root | $20,000 | $24,412 | $30,289 | $— | $178,641 | | David Viney | $— | $— | $— | $— | $— | | Gina Goetter | $— | $56,992 | $2,612 | $69,186 | $— | | Edel O'Sullivan | $19,255 | $37,124 | $2,876 | $— | $77,307 | | Jagdish Krishnan | $37,938 | $35,051 | $27,306 | $— | $188,396 | | Paul Krause | $— | $42,611 | $8,854 | $— | $71,432 |

  117. NON-QUALIFIED DEFERRED COMPENSATION

    (1)Executive contributions to this Plan represent compensation from salary and non-equity incentive plans that NEOs earned but elected to defer. The entire executive contribution is therefore included in the NEO’s compensation reported in the Summary Compensation Table. (2)Employees of HDMC, including all NEOs, hired after August 1, 2006 received a matching contribution of up to 75% of their Deferred Compensation Plan contributions (including contributions to the Company’s 401(k) Plans and its Non-Qualified Deferred Compensation Plans) on the first 6% of cash compensation (salary and STIP pay) that was deferred. In addition, HDMC employees with a date of hire or rehire on or after August 1, 2006 who are not covered under the Harley-Davidson Retirement Annuity Plan after August 1, 2006, including all NEOs, may receive an additional employer contribution of 4% of their eligible pay from the preceding year. The total amount of employer contributions for each NEO that is included in the non-qualified deferred compensation plan is equal to the total contribution less the amount contributed to each such NEO’s 401(k) account. All amounts shown as registrant contributions are included in the NEO’s compensation reported in the Summary Compensation Table. (3)Executives have the option of allocating their deferred compensation balances across several different independent third-party investment vehicles. No amounts of aggregate earnings for the last fiscal year or for prior years have been included in the Summary Compensation Table. (4)Amounts are included in the aggregate balance that have been reported in the Summary Compensation Table for previous years were as follows: Mr. Zeitz - $170,475, Mr. Root - $0, Mr. Viney - $0, Ms. Goetter - $11,002, Ms. O'Sullivan - $13,612, Mr. Krishnan - $31,960, and Mr. Krause - $10,700. We include a description of the HDI Deferred Compensation Plan in the “Compensation Discussion and Analysis.”

  118. Harley-Davidson CEO Pay Ratio for 2023

    Harley-Davidson CEO Pay Ratio for 2023 To comply with Item 402(u) of Regulation S-K, we are providing the following disclosure regarding the ratio of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer for the year ended December 31, 2023. For our 2023 ratio, as required, we chose a new median employee using the following methodology: •We identified each individual that we employed globally on October 15, 2023; •We then identified the base salary or base wages that we paid to each individual in our employee population during 2023; •We annualized the base salary for any individual who commenced work with us after January 1, 2023; and •We then used assumptions that we considered reasonable based on our knowledge of our employee population to select the median employee that we thought was most representative of our employee population. To calculate our ratio for 2023, we calculated such median employee’s annual total compensation for 2023 in the same way that we calculated total compensation for each of our NEOs that appear in the Summary Compensation Table above. Our median employee’s total compensation was $76,286, and our CEO’s total compensation (as reported in the Summary Compensation Table) was $11,953,280, resulting in a ratio of the median employee’s compensation to our CEO’s compensation of approximately 1:157.

  119. Harley-Davidson CEO Pay Ratio for 2023

    | 54 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  120. Harley-Davidson CEO Pay Ratio for 2023

    | EXECUTIVE COMPENSATION | |

  121. Pay Versus Performance

    Pay Versus Performance

  122. Pay Versus Performance

    | Year | SUMMARY COMPENSATION TABLE TOTAL FOR FIRST PEO (1) | SUMMARY COMPENSATION TABLE TOTAL FOR SECOND PEO (2) | COMPEN-SATION ACTUALLY PAID TO FIRST PEO (1)(6) | COMPEN-SATION ACTUALLY PAID TO SECOND PEO (2)(6) | AVERAGE SUMMARY COMPEN-SATION TABLE TOTAL FOR NON-PEO NEOs (3) | AVERAGE COMPEN-SATION ACTUALLY PAID TO NON-PEO NEOs (3)(6) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (5) | OPERATING INCOME (5) | | | | | | | | | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN (4) | | | | 2023 | $11,953,280 | N/A | $(13,936,969) | N/A | $1,297,088 | $(792,952) | $106 | $164 | $706,586 | $779,084 | | 2022 | $43,324,864 | N/A | $43,851,203 | N/A | $3,870,881 | $3,932,610 | $117 | $128 | $741,408 | $909,278 | | 2021 | $18,105,568 | N/A | $22,396,080 | N/A | $1,835,603 | $1,927,582 | $104 | $165 | $650,024 | $823,439 | | 2020 | $9,388,942 | $8,706,434 | $12,674,739 | $(2,187,161) | $1,864,060 | $291,026 | $100 | $130 | $1,298 | $9,679 |

  123. Pay Versus Performance

    (1)Mr. Zeitz, current Principal Executive Officer ("PEO") (2)Mr. Levatich, former PEO (3)Non-PEO NEOs: 2023 - Messrs. Root, Viney, Krishnan, and Krause and Mses. Goetter and O'Sullivan; 2022 - Messrs. Krishnan and Krause and Mses. Goetter and O'Sullivan; 2021 - Messrs. Niketh and Krishnan and Mses. Goetter and O'Sullivan; 2020 - Messrs. Hund, Mansfield, Thomas, and Olin and Mses. Goetter, Anding, and Kumbier (4)S&P 400 Consumer Discretionary (Sector) (5)In 000's (6)To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to the Summary Compensation Table (SCT) total:

  124. Pay Versus Performance

    | | Year | Summary Compensation Table total | Pension deductions from Summary Compensation Table total (i) | Equity deductions from Summary Compensation Table total (ii) | Pension benefit adjustments (iii) | Equity award adjustments (iv) | Compensation actually paid | | First PEO | 2023 | $11,953,280 | $— | $(6,500,029) | $— | $(19,390,220) | $(13,936,969) | | | 2022 | $43,324,864 | $— | $(38,407,535) | $— | $38,933,874 | $43,851,203 | | | 2021 | $18,105,568 | $— | $(12,435,030) | $— | $16,725,542 | $22,396,080 | | | 2020 | $9,388,942 | $— | $(5,000,017) | $— | $8,285,814 | $12,674,739 | | Second PEO | 2020 | $8,706,434 | $(653,000) | $(5,454,199) | $564,066 | $(5,350,462) | $(2,187,161) | | Non-PEO NEOs | 2023 | $1,297,088 | $— | $(596,910) | $— | $(1,493,130) | $(792,952) | | | 2022 | $3,870,881 | $— | $(2,914,845) | $— | $2,976,574 | $3,932,610 | | | 2021 | $1,835,603 | $(28,000) | $(417,538) | $32,420 | $505,097 | $1,927,582 | | | 2020 | $1,864,060 | $(107,714) | $(889,321) | $94,202 | $(670,201) | $291,026 |

  125. Pay Versus Performance

    (i)Reflects "Change in Pension Value" as reported in the SCT (ii)Reflects "Stock Awards" and "Option Awards" as reported in the SCT (iii)The total pension benefit adjustments for each applicable year include the actuarially determined service cost for services rendered during the applicable year (iv)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity award adjustments component of CAP is further detailed below.

  126. Pay Versus Performance

    | | Year | Year-end fair value of equity awards granted during the year | Year-over-year change in fair value of outstanding and unvested equity awards | Fair value as of vesting date of equity awards granted and vested in year | Year-over-year change in fair value of equity awards granted in prior years that vested in the year | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | Value of dividends or other earnings paid on stock awards not otherwise reflected in the fair value or total compensation | Total equity award adjustments | | First PEO | 2023 | $5,007,440 | $(24,719,926) | $— | $(8,435) | $— | $330,701 | $(19,390,220) | | | 2022 | $37,339,227 | $1,785,000 | $— | $(379,887) | $— | $189,534 | $38,933,874 | | | 2021 | $13,805,685 | $— | $— | $2,776,988 | $— | $142,869 | $16,725,542 | | | 2020 | $8,272,290 | $— | $— | $— | $— | $13,524 | $8,285,814 | | Second PEO | 2020 | $— | $(1,987,171) | $— | $(1,296,512) | $(1,885,363) | $(181,416) | $(5,350,462) | | Non-PEO NEOs | 2023 | $303,684 | $(1,233,360) | $— | $22,716 | $(589,003) | $2,833 | $(1,493,130) | | | 2022 | $2,916,948 | $45,811 | $— | $(633) | $— | $14,448 | $2,976,574 | | | 2021 | $512,012 | $19,314 | $— | $(32,934) | $— | $6,705 | $505,097 | | | 2020 | $210,464 | $(434,619) | $— | $(58,934) | $(363,463) | $(23,649) | $(670,201) |

  127. Pay Versus Performance

    Total Shareholder Return is cumulative from the final trading day of 2019 to the final trading day of the applicable year and assumes dividends are reinvested on the ex-dividend date. The peer group referenced in the table reflects the S&P 400 Consumer Discretionary Index. CAP has been determined under the SEC-defined methodology. For equity-based compensation, in addition to equity that has vested in the applicable year, CAP includes the change in fair value for unvested awards. Importantly, these unvested award values have not actually been realized by the executive. Mr. Zeitz's 2023 compensation actually paid includes a decrease in fair value of approximately $22 million related to the AIP Performance Shares granted in 2022. The CEO will earn compensation related to unvested AIP Performance Shares only to the extent one or more share price thresholds are achieved; as of the end of 2023, none of the share price thresholds has been met and, therefore, no AIP Performance Shares have been earned.

  128. Pay Versus Performance

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 55 |

  129. Pay Versus Performance

    | | EXECUTIVE COMPENSATION |

  130. Pay Versus Performance

    | •TSR is a performance measure the Human Resources Committee reviews when determining executive compensation and is included in the PVP Table above as required. •Our performance shares include relative TSR as a measure. Further, the AIP Performance Shares granted in 2022 will only vest to the extent predetermined share price thresholds are achieved. •This table illustrates the relationship between CAP and TSR. |

  131. Pay Versus Performance

    | •Net income is not a performance measure we use when setting executive compensation, but it is included in the PVP Table above as required. •This table illustrates the relationship between CAP and net income. |

  132. Pay Versus Performance

    | •The Company-selected measure we used to link CAP to Company performance during the most recently completed fiscal year is operating income. •Operating income was the sole measure in our short-term incentive plan and, as an earnings measure, is a driver of stock price performance. •This illustrates the relationship between CAP and operating income. |

  133. Pay Versus Performance

    | 56 | HARLEY-DAVIDSON, INC. • 2024 PROXY STATEMENT |

  134. Pay Versus Performance

    | EXECUTIVE COMPENSATION | |

  135. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  136. DIRECTOR COMPENSATION

    | NAME (a) | FEES EARNED OR PAID IN CASH ($) (1) (b) | STOCK AWARDS ($) (2) (3) (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 | $140,000 | $145,000 | $— | $— | $— | $— | $285,000 | | Jared D. Dourdeville | See Note (4) | See Note (4) | $— | $— | $— | $— | $— | | James Duncan Farley, Jr. | $115,000 | $145,000 | $— | $— | $— | $— | $260,000 | | Allan Golston | $135,000 | $145,000 | $— | $— | $— | $— | $280,000 | | Sara Levinson | $110,000 | $145,000 | $— | $— | $— | $— | $255,000 | | Norman Thomas Linebarger | $145,000 | $145,000 | $— | $— | $— | $— | $290,000 | | Rafeh Masood | $115,000 | $145,000 | $— | $— | $— | $— | $260,000 | | Maryrose Sylvester | $135,000 | $145,000 | $— | $— | $— | $— | $280,000 |

  137. DIRECTOR COMPENSATION

    (1)Non-employee Directors have the option of receiving all or a portion of their fees in the form of stock. The portions of fees received at the election of the non-employee Director in the form of stock in 2023 were as follows: Mr. Farley - $115,000, Mr. Golston - $67,500, Mr. Linebarger - $145,000, and Mr. Masood - $115,000. (2)In August 2002, the Board approved stock ownership guidelines, which the Board revised most recently in May 2021. In May 2021, the Board approved a change in the stock ownership guidelines to adopt a five-year phase in period whereby each non-employee Director has five years either from their election to the Board of Directors or from May 20, 2021, whichever is longer, to accumulate the appropriate number of shares. (3)Non-employee Directors receive an annual grant of share units, each representing the value of one share of our stock. The payment of share units is deferred, at the election of each non-employee Director, until the first anniversary of each respective grant date or the time a non-employee Director ceases to serve as a Director, and share units are payable at that time in actual shares of our stock. The compensation related to share unit awards has been calculated based on the grant date fair value of the award. The fair value of a share unit is based on the market price of a share of stock on the date of grant. (4)Jared Dourdeville, as a representative of the significant Harley-Davidson shareholder H Partners, has elected to forgo Director compensation.

  138. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Directors who are our employees (currently Mr. Zeitz) do not receive compensation for their services as Directors. Directors who are not employees received an annual retainer fee of $110,000 in fiscal year 2023. Mr. Linebarger received an additional $35,000 for his service as the Presiding Director. For serving as the Chair of the Nominating and Corporate Governance Committee, a non-employee Director is entitled to receive an additional retainer fee of $20,000. For serving as the Chair of the Sustainability and Safety Committee, a non-employee Director is entitled to receive an additional annual retainer fee of $10,000. For serving as the Chair of the Audit and Finance Committee, a non-employee Director is entitled to receive an additional $30,000 annual retainer fee. Other members of the Audit and Finance Committee are entitled to receive an additional $5,0000 annual retainer fee. For serving as the Chair of the Human Resources Committee, a non-employee Director is entitled to receive an additional retainer fee of $25,000. Pursuant to our Director Stock Plan, a non-employee Director may elect to receive 0%, 50%, or 100% of the annual retainer fee to be paid each calendar year in the form of shares of our common stock based upon the fair market value of common stock at the time of our Annual Meeting. In addition, non-employee Directors receive an annual grant of share units, each representing the right to receive one share of our common stock and therefore having the value of one share of our common stock. Also pursuant to our Director Stock Plan, non-employee Directors may choose to defer the receipt of their annual retainer fees payable in cash or shares of common stock. Deferrals of fees payable in shares of common stock and cash are credited to a share account, are treated as if invested in common stock, and ultimately will be paid in common stock. A Director will receive their deferred compensation following cessation of their service on the Board in compliance with applicable rules regarding deferred compensation plans. The purpose of our Director Stock Plan is to further align the interests of non-employee Directors with shareholders by providing for a portion of annual compensation for the Directors’ services in shares of common stock or share units. In addition, we provide to non-employee Directors a clothing allowance of up to $1,500 to purchase Harley-Davidson® apparel and accessories, along with a discount on our products that is the same discount available to all U.S. employees of HDMC. We may also provide a Director with the temporary use of a motorcycle where doing so may further our business objectives.

  139. Narrative to Director Compensation Table

    | 2024 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 57 |