DEF 14A of Harley-Davidson, Inc., Apr 3, 2025

DEF 14A of Harley-Davidson, Inc.

Filed Apr 3, 2025 · FY20240000793952-25-000076

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. | 62 | 2017 | X | Levi Strauss & Co, Array Technologies, Inc., and Heritage Distilling Holding Company, Inc. | | | | | | Jared D. Dourdeville Partner at H Partners Management, LLC a/k/a H Partners | 36 | 2022 | X | | | | | | | James Duncan Farley, Jr. President and Chief Executive Officer of Ford Motor Company | 62 | 2021 | X | Ford | | | | | | Lori Flees Chief Executive Officer and President of Valvoline Inc. | 54 | | X | Valvoline Inc. | | | | | | Allan Golston President, United States Program for the Bill & Melinda Gates Foundation | 58 | 2017 | X | Stryker Corporation | | | | | | Sara Levinson Co-founder and Former Director of Katapult Studio Former President of NFL Properties, Inc. | 74 | 1996 | X | Macy's, Inc. | | | | | | Norman Thomas Linebarger Former Executive Chairman of Cummins Inc. Former Chairman and Chief Executive Officer of Cummins Inc. | 62 | 2008 | X | Republic Services, Inc. | | | | | | Rafeh Masood Chief Growth and Digital Officer of Royal Caribbean Group Former Executive Vice President and Chief Customer Officer of Bed, Bath & Beyond Inc. | 46 | 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 | 59 | 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. | 61 | 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 | : | Member |

  4. Director Nominees

    | iv | HARLEY-DAVIDSON, INC. • 2025 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, 2025 Our Board of Directors unanimously recommends a vote “FOR” ratifying the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |

  9. Director Nominees

    | | Item 4: To approve the Harley-Davidson, Inc. 2025 Director Stock Plan Our Board of Directors unanimously recommends a vote “FOR” approval of the Harley-Davidson, Inc. 2025 Director Stock Plan. |

  10. Director Nominees

    | We will also take action upon any other business as may properly come before the 2025 Annual Meeting of Shareholders and any adjournments or postponements of that meeting. The Board of Directors or proxyholders will use their discretion on other matters that may arise at the 2025 Annual Meeting of Shareholders to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934. |

  11. Director Nominees

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | v |

  12. Director Nominees

    | | PROXY SUMMARY |

  13. 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. The Board has increased the size of the Board to ten Directors effective at the Annual Meeting, and the Board has nominated Ms. Lori Flees for election as a Director to fill the vacancy created by that increase. Ms. Flees possess the skills and qualifications to provide valuable contributions to the Board. Ms. Flees has served in several executive leadership roles and has extensive experience driving strategic direction and growth of an enterprise. 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 ten Director nominees, nine of whom are current Directors and three of whom joined the Board in the last five years (four if Ms. Flees is elected to the Board), 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.

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | Identified on the following pages are the ten Director candidates that the Board has nominated. We provide the following information for each nominee of the Board: | | | ● | Name; | | ● | Age as of April 3, 2025; | | ● | 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. |

  15. PROPOSAL 1: ELECTION OF DIRECTORS

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

  16. PROPOSAL 1: ELECTION OF DIRECTORS

    | 2 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  17. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS Summary of 2025 Director Nominee 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 public company 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, with the exception of Director nominee Lori Flees whose committee assignments will be made if she is elected to the Board. We believe 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.

  18. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    | SKILLS/QUALIFICATIONS | Alstead | Dourdeville | Farley | Flees | 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 | | | | | | | | | | |

  19. 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.

  20. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 3 |

  21. BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS

    | | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS |

  22. Nominees of the Board of Directors

    Nominees of the Board of Directors

  23. 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 (Nasdaq: SBUX), 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. (NYSE: LEVI), Array Technologies, Inc. (Nasdaq: ARRY), and Heritage Distilling Holding Company, Inc. (Nasdaq: CASK). | | 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. |

  24. Nominees of the Board of Directors

    | 4 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  25. Nominees of the Board of Directors

    | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS | |

  26. 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.1 | | 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. |

  27. Nominees of the Board of Directors

    1 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.

  28. Nominees of the Board of Directors

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 5 |

  29. Nominees of the Board of Directors

    | | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS |

  30. Nominees of the Board of Directors

    | Mr. Farley, Jr. has served as President and Chief Executive Officer of Ford Motor Company (NYSE: F), 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. |

  31. Nominees of the Board of Directors

    | 6 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  32. Nominees of the Board of Directors

    | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS | |

  33. Nominees of the Board of Directors

    | Ms. Flees has served as Chief Executive Officer and President of Valvoline Inc. (NYSE: VVV), a retail automotive services company, since October 2023. Prior to her appointment as CEO, Ms. Flees served as President of Valvoline’s Retail Services business segment from 2022 until her appointment as CEO. Before joining Valvoline as President of Retail Services in 2022, Ms. Flees spent nearly a decade at Walmart serving in several roles. Ms. Flees was Senior Vice President and Chief Operating Officer for Walmart Health & Wellness from 2020 to 2022, where she oversaw all aspects of Walmart’s health and wellness business across more than 4,800 locations, including the COVID vaccination operations. She also served as the company’s Head of Corporate Strategy and M&A, Senior Vice President of Next Generation Retail, Principal of StoreNo8, as well as Senior Vice President and General Merchandise Manager for Sam’s Club Health & Wellness, the 590-site wholesale club’s pharmacy, optical and audiology business. Prior to Walmart, Ms. Flees was a partner at Bain & Company Inc., where she served clients across consumer goods and services, engineering and construction, industrial and oil and gas industries during her 17 years with the firm. Early in her career, she worked at Intel and at General Motors. A native of Michigan, Ms. Flees holds a bachelor’s degree in management systems from GMI Engineering & Management Institute (now Kettering University) and a Master of Business Administration from Harvard Business School. | | Qualifications: | | •Brings extensive experience in retail, M&A, and corporate strategy, giving her the experience to provide valuable insights and direction to our sales and distribution channels and strategic plan. | | •Provides the skills and expertise necessary to evaluate initiatives that aim to leverage core strengths and deliver financial returns to shareholders through her executive experience with public companies. | | •Served in several executive leadership roles with experience driving strategic direction and growth of an enterprise, providing her with the experience necessary to evaluate management’s strategies and provide guidance on our strategic plan. |

  34. Nominees of the Board of Directors

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 7 |

  35. Nominees of the Board of Directors

    | | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS |

  36. 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 (NYSE: SYK), has served on its audit committee, and is currently a member of its nominating and corporate governance committee and chair of its 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 25 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 the 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. |

  37. Nominees of the Board of Directors

    | 8 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  38. Nominees of the Board of Directors

    | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS | |

  39. 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. (NYSE: M) (retiring May 2025). | | 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 allows her to provide 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. |

  40. Nominees of the Board of Directors

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 9 |

  41. Nominees of the Board of Directors

    | | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS |

  42. Nominees of the Board of Directors

    | Mr. Linebarger served as Chairman and Chief Executive Officer of Cummins Inc. (NYSE: CMI), 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 and served as Chair of the board of directors for the US-China Business Council from 2020 to 2022. Mr. Linebarger is also a member of the board of directors of Republic Services, Inc. (NYSE: RSG). | | 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. |

  43. Nominees of the Board of Directors

    | 10 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  44. Nominees of the Board of Directors

    | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS | |

  45. Nominees of the Board of Directors

    | Mr. Masood is the Chief Growth and Digital Officer of Royal Caribbean Group (NYSE: RCL), a global cruise company. In this role, he oversees digital experiences, data and AI, travel commerce platforms, and cross-brand awareness across the company’s family of brands to strengthen customer relationships and drive business excellence. 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 retailer, from 2021 until 2022, where he led efforts to enhance the omni-channel customer experience through e-commerce, marketing, and customer engagement strategies. Mr. Masood also served as EVP and Chief Digital Officer at Bed Bath & Beyond Inc. from 2020 until 2021. Mr. Masood previously served as Senior Vice President and Chief Digital Officer at BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ), a membership-only warehouse club, where he led the company’s digital and omnichannel business, including strategy, customer experience, and product development. Previously, he held leadership roles in customer innovation, technology, operations and procurement at DICK’s Sporting Goods (NYSE: DKS), 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 deep expertise in digital transformation, AI, and omni-channel strategy, key to advancing Harley-Davidson’s strategy. | | •His insights into customer engagement and the application of data and AI support the Company’s efforts to strengthen brand relevance and reach both current riders and new audiences. |

  46. Nominees of the Board of Directors

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 11 |

  47. Nominees of the Board of Directors

    | | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS |

  48. 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. (NYSE: WM), Vontier Corporation (NYSE: VNT), and Flex Ltd. (Nasdaq: FLEX). | | 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. |

  49. Nominees of the Board of Directors

    | 12 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  50. Nominees of the Board of Directors

    | SUMMARY OF 2025 DIRECTOR NOMINEE QUALIFICATIONS | |

  51. 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 Chairman of the Board and Chief Executive Officer of LiveWire Group, Inc. (NYSE: LVWR) 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. |

  52. Nominees of the Board of Directors

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 13 |

  53. Nominees of the Board of Directors

    | | PROPOSALS TO BE VOTED ON |

  54. Executive Summary

    Executive Summary Performance Overview for 2024 In 2024, the fourth year of the Hardwire strategic plan, continued cyclical headwinds for discretionary products including the high-interest rate environment affecting consumer confidence and creating affordability issues for our customers, significantly impacted our performance. Despite the many challenges that we encountered throughout the year, we made progress in key financial elements of our strategic plan: •In the face of industry headwinds, the launch of our new MY24 Street Glide® and Road Glide® touring motorcycles contributed to nearly +5% growth in the U.S. Touring product segment and drove Harley-Davidson's market share of this segment to almost 75%, an increase of 3.5 percentage points since 2023. •HDFS revenue was $1.0 billion, up 9% from the prior year. HDFS Operating Income was $248 million, up 6% from the prior year. •We continued our focus on cost productivity with HDMC operating expenses $28 million lower than prior year as we maintained overall cost discipline. Additionally, we are on target to hit our productivity cost targets with $257 million to-date and expect another $100 million in 2025. Other key accomplishments tied to the Hardwire in 2024 included: •Growth Beyond Bikes: We built out capabilities for our Custom-Built Apparel, ensuring that our dealers are able to access the best in custom apparel from Harley-Davidson. Looking ahead, we expect these capabilities to reach our international network this year. •Creating Integrated Customer Experiences: We continued to invest in our experience offerings by strengthening our events across the globe and better aligning our efforts with those of our dealers. In 2024 we held our second annual Homecoming event in Milwaukee with over 60,000 riders, fans and moto enthusiasts joining us to celebrate the Harley-Davidson brand. Promoting rider education and training for both experienced and new riders is an important part of the overall riding ecosystem. In 2024 the Harley-Davidson® Riding Academy hit 1 million riders trained and celebrated its 25th anniversary. •Selective Expansion and Redefinition: We continue to invest in our entry level motorcycle offering in select markets and in the small cruiser segment. Pay outcomes for 2024 performance: •With the expected headwinds for our business in 2024, we chose not to provide any base salary increases for our NEOs, other than Mr. Krause who received an increase to provide greater alignment with market pay levels and Mr. Mansfield who received an increase for his promotion to Chief Commercial Officer in January 2024. •While we were able to make meaningful progress against several of our Hardwire strategic objectives, our overall 2024 financial results were below the performance levels that we targeted for our Short-term Incentive Plan or STIP. Our combined HDMC and HDFS operating income of $526 million was below our threshold performance level. Retail sales growth was also below our threshold performance level. Therefore, we did not make any STIP payment for our NEOs for 2024. •Similarly, financial results were below our targeted performance levels for the performance shares for the 2022-2024 performance share cycle, resulting in recipients earning performance shares for the three-year cycle at 90% of target.

  55. Shareholder Engagement In 2024

    | COMPENSATION AREA | AREA OF CONCERN | 2025 ACTIONS | | Short-term Incentive Plan or STIP | •2023 Supplemental STIP component for CEO for LiveWire | •No supplemental incentive plan for any NEO | | Long-term Incentive Plan or LTI | •CEO LTIP uses only time based RSUs | •2025 CEO LTIP includes a mix of 50% PSUs and 50% RSUs |

  56. CEO Pay 2022-2024

    | | 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 | AIP Shares: Value based on actual / projected performance and 2024 year-end stock price RSUs: Value based on 2024 year-end stock price |

  57. 2024 Compensation Actions: Target

    | NAMED EXECUTIVE OFFICER | Base Salary | STIP Target | LTI Target | | Jochen Zeitz | No change | No supplemental STIP component (as compared to 2023) | No change | | Jonathan Root | No change | No change | No change | | Luke Mansfield | Increased from $400,000 to $440,000 with appointment to the Chief Commercial Officer role | Increased from 60% to 70% with appointment to the Chief Commercial Officer role | Increased from 100% to 120% with appointment to the Chief Commercial Officer role | | Paul Krause | Increased from $475,000 to $520,000 to better align with competitive market range | No change | No change | | Jagdish Krishnan | No change | No change | No change |

  58. 2024 Compensation Actions: Actual

    2024 Compensation Actions: Actual Short-Term Incentive Plan (STIP): For 2024, the Human Resources Committee approved combined HDMC and HDFS Operating Income and core units retail year-over-year growth as the measures for the STIP. We did not meet the threshold performance level for either measure; therefore eligible participants including the NEOs, did not earn any STIP payout. 2024 Equity Grants: Our NEOs, other than Mr. Zeitz, received a 2024 equity grant of performance share units (PSUs) and time-vesting RSUs. The PSUs use ROIC and 3-year cumulative revenue achievement as the performance measures over the 2024-2026 performance period. Under the grant terms, the Human Resources Committee approved applying a modifier up or down within a range of +/-15%, using a scale that the Human Resources Committee approved, to the results of our performance. We will base this modifier on the three-year cumulative results of our relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space. 2022 PSU Grants Earned in 2024: Performance under the 2022-2024 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 subject to a positive modifier of 10% based upon our three-year relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space using a scale that the Human Resources Committee approved in 2022. The actual payout was 90.0% of target. The Human Resources Committee approved this pay-out on February 6, 2025. All NEOs except Mr. Zeitz received this grant. Neither the 2023-2025 nor the 2024-2026 performance cycle has been completed. WIN Stock Options: We granted WIN stock options to Mr. Zeitz in December 2021. Based on our stock price relative to performance goals and because Mr. Zeitz remained employed through December 31, 2023, 124,950 options were exercisable at that date with at an exercise price of $36.63 and a 6-year term. Because Mr. Zeitz remained employed as CEO through December 31, 2024, and because the highest 10-day average stock price that we achieved since we granted the WIN stock options was $49.46 (which we achieved on February 15, 2023 and which exceeded the first stock price hurdle of $45.00 under the stock options), an additional 64,400 options became exercisable on December 31, 2024 with the same $36.63 exercise price, and all of the stock options now have a full 10-year term to exercise. Based on this, and because Mr. Zeitz remained employed as CEO through December 31, 2024, 189,350 options were exercisable at that date with an exercise price of $36.63 and a full 10-year exercise term.

  59. 2024 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 |

  60. Compensation Design

    | PERFORMANCE MEASURE | APPLICABLE TO | WHAT IT MEASURES | | Combined HDMC and HDFS Operating Income | STIP | Measures HDMC and HDFS profitability. | | Core units retail year-over-year growth. Core units include Touring, CVO, Trike and Softail | STIP | Measures retail sales growth. | | HDMC Return on Invested Capital | Performance Shares | Measures how effectively and efficiently we manage HDMC capital investments. | | HDMC Revenue | Performance Shares | Measures the HDMC revenue from the sale of motorcycles and related products. |

  61. 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 For 2025, based on shareholder feedback, our CEO was awarded Performance Shares with a 50/50 split between RSUs and PSUs. The Human Resources Committee also approved changing the mix to 50% performance shares and 50% restricted stock units for all other NEOs. The Human Resources Committee made the split change after considering competitive market grant practices, challenges in setting long-term performance goals with an uncertain macroeconomic environment, and the desire to maintain stability in the leadership team. The Human Resources Committee believes that a 50/50 mix of performance shares and restricted stock units continues to provide a strong degree of shareholder alignment and appropriately balances retention and performance. | | | | | | 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 |

  62. 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; (4) geographic revenue mix; and (5) 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 2024 which did not change from 2023:

  63. 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. |

  64. 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 2024 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.

  65. Compensation Peer Group

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 41 |

  66. Compensation Peer Group

    | | EXECUTIVE COMPENSATION |

  67. 2024 Short-Term Incentive Plan (STIP)

    2024 Short-Term Incentive Plan (STIP) The short-term incentive plan the Human Resources Committee approved in February 2024 continued to utilize combined HDMC and HDFS operating income as a performance measure, weighted at 80% and added core units retail year-over-year growth as a second measure, weighted at 20%. 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 2024, 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 Mr. Mansfield) 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 2024. We set Mr. Mansfield's target percentage in January 2024 as part of his compensation for the role of Chief Commercial Officer. The target bonus opportunities appear below. The design of the short-term incentive plan was such that, if we did not achieve the minimum level of performance for a measure, then there would be no payout relating to that measure. If we achieved the minimum level of performance, the threshold payout was 50% of the target opportunity reflecting that measure’s weighting; performance at or above the upper end of the performance goal would result in a payout of 200% of the target opportunity reflecting that measure’s weighting.

  68. 2024 Short-Term Incentive Plan (STIP)

    | NAMED EXECUTIVE OFFICER | 2024 Target Bonus Opportunity (% of Base Salary) | | Jochen Zeitz | 123% | | Jonathan Root | 85% | | Luke Mansfield | 70% | | Paul Krause | 65% | | Jagdish Krishnan | 75% |

  69. 2024 Short-Term Incentive Plan (STIP)

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 43 |

  70. 2024 Short-Term Incentive Plan (STIP)

    | | EXECUTIVE COMPENSATION |

  71. 2024 Performance Measures and Achievements

    2024 Performance Measures and Achievements

  72. 2024 Short-Term Incentive Awards

    2024 Short-Term Incentive Awards Our combined HDMC and HDFS operating income at $526 million was below our threshold performance level. Retail sales growth was also below our threshold performance level. Therefore, we did not make any STIP payment for our NEOs for 2024.

  73. 2024 Short-Term Incentive Awards

    | PERFORMANCE MEASURE (WEIGHT) | WEIGHT | THRESHOLD | TARGET | MAXIMUM | ACTUAL | PAYOUT | | Operating Income (100%) ($ in millions) | 80% | $660.0 | $825.0 | $990.0 | $526.0 | —% | | Core units | 20% | 2.5% | 5.0% | 7.3% | (2.9)% | —% |

  74. 2024 Short-Term Incentive Awards

    Below is a table that illustrates the five-year trend of our STIP payouts. We believe this is another illustration of our pay for performance philosophy.

  75. 2024 Long-Term Incentive Awards

    2024 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 Human Resources 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 Mr. Zeitz, the Human Resources Committee determined a target value of long-term incentive opportunity, which we express as a percentage of base salary. Upon his promotion to Chief Commercial Officer in January 2024, the Human Resources Committee approved Mr. Mansfield's new target of 120%. We converted the target value of long-term incentive opportunity for each NEO (other than Mr. Zeitz) 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.

  76. 2024 Long-Term Incentive Awards

    | 44 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  77. 2024 Long-Term Incentive Awards

    | EXECUTIVE COMPENSATION | |

  78. 2024 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 | 140% | $483,000 | $322,000 | | Luke Mansfield | 120% | $316,800 | $211,200 | | Paul Krause | 120% | $342,000 | $228,000 | | Jagdish Krishnan | 140% | $483,000 | $322,000 |

  79. 2024 Long-Term Incentive Awards

    The Human Resources Committee decided to maintain the same mix of performance shares (60%) and restricted stock units (40%) in 2024 that it had used in 2023. As part of the compensation terms that the Board of Directors approved for Mr. Zeitz on February 5, 2024, he received RSUs valued at $6,500,000.

  80. 2024 Performance Share Awards

    2024 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 (2024 through 2026) 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. For the 2024-2026 performance period, the Human Resources Committee approved performance shares that will reward selected participants, including our NEOs other than Mr. Zeitz, based on our achievement of financial performance goals over the performance period. We will modify the result from our performance up or down within a range of +/-15% using a scale that the Human Resources Committee approved based upon 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 the 2024-2026 performance shares in February 2024. The following tables show the measures and weightings. The actual number of performance shares our named executive officers will receive will range from 0 to 200 percent of the target level that the Human Resources Committee established for each executive, depending on the degree to which the performance objectives are met and the operation of the modifier.

  81. 2024 Performance Share Awards

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

  82. 2024 Performance Share Awards

    The peer group for the 2024-2026 performance awards that we will use to calculate the Total Shareholder Return (TSR) modifier consists of the following five companies: BRP Inc., Brunswick Corporation, Polaris Inc, Thor Industries, Inc., and Winnebago Industries, Inc.

  83. 2024 Restricted Stock Unit Awards

    2024 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.

  84. 2024 Restricted Stock Unit Awards

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 45 |

  85. 2024 Restricted Stock Unit Awards

    | | EXECUTIVE COMPENSATION |

  86. 2024 Restricted Stock Unit Awards

    Payout of the 2022 Performance Share Awards In 2022, the Human Resources Committee approved grants of performance shares which, subject to performance during 2022, 2023, and 2024, were eligible for vesting in a range between 0% and 200% of the initial award amount. Our 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 using a scale that the Human Resources Committee approved in 2022. 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 2022-2024 performance shares at 90% of target, which was the TSR adjusted percentage.

  87. 2024 Restricted Stock Unit Awards

    | | | Preliminary payout as % of Target | | | | | | Performance Measure | Weight | 2022 | 2023 | 2024 | Achievement % | TSR Modifier | | ROIC | 25% | 21.0% | 17.5% | 0% | 12.8% | Modifier Result 10% | | Revenue | 25% | 24.9% | 20.6% | 19.9% | 21.8% | | | HDI Employee Engagement | 25% | 31.0% | 20.8% | 27.1% | 26.3% | | | HDI Workforce Representation | 25% | 50.0% | 0% | 12.6% | 20.9% | | | Total | 100% | 126.9% | 58.9% | 59.6% | 81.8% | 90.0% |

  88. 2024 Restricted Stock Unit Awards

    Note: 2022 ROIC and Revenue include LiveWire, 2023 and 2024 only includes HDMC. The peer group for the 2022-2024 performance awards that we 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 in 2022.

  89. 2024 Restricted Stock Unit Awards

    | Harley-Davidson Rank | Modifier | Harley-Davidson Cumulative TSR and Rank Throughout the Performance Period | | | | | | 2022 | 2022-23 | 2022-24 (Final) | | 1 | +15% | +16.2% Rank = 1 | 2.0% Rank = 4 | -11.6% Rank = 2 | | 2 | +10% | | | | | 3 | +5% | | | | | 4 | 0 | | | | | 5 | (7.5)% | | | | | 6 | (15)% | | | |

  90. 2024 Restricted Stock Unit Awards

    Harley-Davidson's 2022-2024 TSR of -11.6%, which is what we used to calculate the TSR modifier, placed the Company 2nd out of the 6 companies which resulted in a final pay modifier of 10%. For reference, we share above where our TSR ranked at year-end 2022 and 2023. TSR reflects stock price appreciation and dividend reinvestment each year over the three-year performance period. We calculated TSR consistently for the Company and each of the peer companies. WIN Stock Options Vested in 2024 We granted WIN stock options to Mr. Zeitz in December 2021. Based on our stock price relative to performance goals and because Mr. Zeitz remained employed through December 31, 2023, 124,950 options were exercisable at that date with at an exercise price of $36.63 and a 6-year term. Because Mr. Zeitz remained employed as CEO through December 31, 2024, and because the highest 10-day average stock price that we achieved since we granted the WIN stock options was $49.46 (which we achieved on February 15, 2023 and which exceeded the first stock price hurdle of $45.00 under the stock options), an additional 64,400 options became exercisable on December 31, 2024 with the same $36.63 exercise price, and all of the stock options now have a full 10-year term to exercise.

  91. 2024 Restricted Stock Unit Awards

    | 46 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  92. 2024 Restricted Stock Unit Awards

    | EXECUTIVE COMPENSATION | |

  93. 2024 Restricted Stock Unit Awards

    Aspirational Grant Vested in 2023 At the end of 2024, 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.

  94. ADDITIONAL INFORMATION

    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 Human Resources 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. Except as the Committee may otherwise determine in each specific instance, 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. The Human Resources Committee does not take into account material non-public information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. 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, 2024, we had Transition Agreements with Messrs. Zeitz, Root, Krause, Mansfield and Krishnan, 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 24 months, 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.

  95. Summary Compensation Table

    Summary Compensation Table

  96. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION (a) | YEAR (b) | SALARY ($) (c) | BONUS ($) (d) | STOCK AWARDS ($) (1) (e) | OPTION AWARDS ($) (f) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (2) (g) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (h) | ALL OTHER COMPENSATION ($) (3) (i) | TOTAL ($) (j) | | Jochen Zeitz President and Chief Executive Officer | 2024 | $1,950,000 | $— | $6,500,014 | $— | $— | $— | $695,531 | $9,145,545 | | | 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 | | Jonathan Root Chief Financial Officer | 2024 | $575,000 | $— | $957,351 | $— | $— | $— | $49,938 | $1,582,289 | | | 2023 | $503,000 | $— | $490,475 | $— | $249,689 | $— | $51,462 | $1,294,626 | | Luke Mansfield Chief Commercial Officer | 2024 | $435,000 | $— | $664,157 | $— | $— | $— | $45,254 | $1,144,411 | | Jagdish Krishnan Chief Digital and Operations Officer | 2024 | $575,000 | $— | $1,033,889 | $— | $— | $— | $55,129 | $1,664,018 | | | 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 | | Paul Krause Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary | 2024 | $515,000 | $— | $753,467 | $— | $— | $— | $49,842 | $1,318,309 | | | 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 |

  97. Summary Compensation Table

    (1) 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 2024 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 2024 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 - $1,270,645, Mr. Mansfield - $905,898, Mr. Krishnan - $1,423,721 and Mr. Krause - $1,050,908. (2) The amount in this column includes the amounts each NEO earned under their STIP award. No STIP award was earned in 2024. This column shows compensation for the year in which it was earned, even if we paid the amount during the following year. (3) All other compensation in 2024 consisted of the following:

  98. Summary Compensation Table

    | | 401(K) PLAN CONTRIBUTION | DEFERRED COMPENSATION PLAN CONTRIBUTION | HEALTHCARE ACCOUNT CONTRIBUTION | AIRCRAFT USAGE(i) | SECURITY | TOTAL | | Jochen Zeitz | $28,725 | $236,238 | $450 | $171,670 | $258,448 | $695,531 | | Jonathan Root | $28,725 | $20,463 | $750 | $— | $— | $49,938 | | Luke Mansfield | $28,725 | $15,779 | $750 | $— | $— | $45,254 | | Jagdish Krishnan | $28,725 | $26,404 | $— | $— | $— | $55,129 | | Paul Krause | $28,725 | $21,117 | $— | $— | $— | $49,842 |

  99. Summary Compensation Table

    (i)Compensation for executive aircraft usage is based on the incremental cost to the Company. For the portion of the year the Company used its company-owned aircraft, incremental cost was 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. For the portion of the year the Company used its company-leased aircraft, incremental cost was calculated based on third-party charges that related to executive aircraft usage flight hours.

  100. Summary Compensation Table

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 49 |

  101. Summary Compensation Table

    | | EXECUTIVE COMPENSATION |

  102. GRANTS OF PLAN BASED AWARDS FOR 2024

    GRANTS OF PLAN BASED AWARDS FOR 2024

  103. GRANTS OF PLAN BASED AWARDS FOR 2024

    | 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 | 02/05/24 | 02/05/24 | $1,200,000 | $2,400,000 | $4,800,000 | | | | | | | | | | RSUs | 02/05/24 | 02/05/24 | | | | | | | 191,854 | | | $6,500,014 | | Jonathan Root | STIP | 02/05/24 | 02/05/24 | $244,375 | $488,750 | $977,500 | | | | | | | | | | Performance Shares | 02/09/22 | 02/05/24 | | | | 981 | 1,962 | 3,924 | | | | $69,062 | | | Performance Shares | 02/09/23 | 02/05/24 | | | | 889 | 1,778 | 3,556 | | | | $58,034 | | | Performance Shares | 02/05/24 | 02/05/24 | | | | 7,128 | 14,256 | 28,512 | | | | $508,226 | | | RSUs | 02/05/24 | 02/05/24 | | | | | | | 9,505 | | | $322,029 | | Luke Mansfield | STIP | 02/05/24 | 02/05/24 | $154,000 | $301,036 | $616,000 | | | | | | | | | | Performance Shares | 02/09/22 | 02/05/24 | | | | 923 | 1,846 | 3,692 | | | | $64,979 | | | Performance Shares | 02/09/23 | 02/05/24 | | | | 837 | 1,673 | 3,346 | | | | $54,607 | | | Performance Shares | 02/05/24 | 02/05/24 | | | | 4,676 | 9,351 | 18,702 | | | | $333,363 | | | RSUs | 02/05/24 | 02/05/24 | | | | | | | 6,234 | | | $211,208 | | Jagdish Krishnan | STIP | 02/05/24 | 02/05/24 | $215,625 | $431,250 | $862,500 | | | | | | | | | | Performance Shares | 02/09/22 | 02/05/24 | | | | 1,535 | 3,070 | 6,140 | | | | $108,064 | | | Performance Shares | 02/09/23 | 02/05/24 | | | | 1,464 | 2,928 | 5,856 | | | | $95,570 | | | Performance Shares | 02/05/24 | 02/05/24 | | | | 7,128 | 14,256 | 28,512 | | | | $508,226 | | | RSUs | 02/05/24 | 02/05/24 | | | | | | | 9,505 | | | $322,029 | | Paul Krause | STIP | 02/05/24 | 02/05/24 | $169,000 | $335,580 | $676,000 | | | | | | | | | | Performance Shares | 02/09/22 | 02/05/24 | | | | 1,247 | 2,493 | 4,986 | | | | $87,754 | | | Performance Shares | 02/09/23 | 02/05/24 | | | | 1,192 | 2,384 | 4,768 | | | | $77,814 | | | Performance Shares | 02/05/24 | 02/05/24 | | | | 5,048 | 10,095 | 20,190 | | | | $359,887 | | | RSUs | 02/05/24 | 02/05/24 | | | | | | | 6,730 | | | $228,012 |

  104. GRANTS OF PLAN BASED AWARDS FOR 2024

    (1)In February 2024, the Human Resources Committee formally approved the STIP relating to 2024 performance. Under this plan, each eligible NEO had the potential to earn the estimated future payouts that we disclose above during 2024. We include further details regarding this plan, including information on performance criteria, in the “2024 Short-Term Incentive Plan” section of the “Compensation Discussion and Analysis”. (2)Performance shares shown as granted in 2024 include the performance share award approved in 2024, which included performance goals for a cumulative 3-year period, as well as one-third of the performance share award approved in 2023 and 2022 (other than the AIP Performance Shares), which included separate performance goals for each year of the awards. 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 awards approved in 2023 and 2022 were considered granted in three equal amounts on the dates the annual performance goals for each fiscal year were 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. For the awards approved in 2024, the number of shares of our stock that the NEO will earn under the award will be based on the Company's achievement of internal performance goals over a 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. For the awards approved in 2023 and 2022, 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. For the awards approved in 2023 and 2022, the annual performance goals for each fiscal year were established and communicated to the NEO at the beginning of each fiscal year. The performance measures for the 2024 fiscal year relate to HDMC return on invested capital and HDMC revenue and are subject to the total shareholder return modifier. We discuss these measures under “2024 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.

  105. GRANTS OF PLAN BASED AWARDS FOR 2024

    | 50 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  106. GRANTS OF PLAN BASED AWARDS FOR 2024

    | EXECUTIVE COMPENSATION | |

  107. GRANTS OF PLAN BASED AWARDS FOR 2024

    (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 2024 were approved in 2023 and 2022 but were not considered granted until the annual performance goals were communicated by the Company to the NEO in 2024.

  108. 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 2024, 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 "2024 Compensation Decisions and Outcomes" section of the "Compensation Discussion and Analysis."

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

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 51 |

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

    | | EXECUTIVE COMPENSATION |

  111. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

  112. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | 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 | 189,350 | — | 310,650 | $36.63 | 12/01/31 | 282,473 | $8,510,911 | 375,000 | $11,298,750 | | Jonathan Root | 1,814 | | — | $63.49 | 02/03/25 | 18,483 | $556,893 | 43,089 | $1,298,272 | | Luke Mansfield | | | | | | 14,683 | $442,399 | 29,981 | $903,328 | | Jagdish Krishnan | | | | | | 23,746 | $715,467 | 46,251 | $1,393,543 | | Paul Krause | | | | | | 18,303 | $551,469 | 32,361 | $975,037 |

  113. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    (1)We granted WIN stock options to Mr. Zeitz in December 2021. Based on our stock price relative to performance goals and because Mr. Zeitz remained employed through December 31, 2023, 124,950 options were exercisable at that date with at an exercise price of $36.63 and a 6-year term. Because Mr. Zeitz remained employed as CEO through December 31, 2024, and because the highest 10-day average stock price that we achieved since we granted the WIN stock options was $49.46 (which we achieved on February 15, 2023 and which exceeded the first stock price hurdle of $45.00 under the stock options), an additional 64,400 options became exercisable on December 31, 2024 with the same $36.63 exercise price, and all of the stock options now have a full 10-year term to exercise. (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 31, 2024. (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, 2024. 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, 2024. The value of shares was based on the closing price of Harley-Davidson’s common stock on December 31, 2024. (4)RSUs, performance shares and AIP Performance Shares vest as follows:

  114. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | | 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 | February 2025 | 109,260 | | | | | February 2026 | 109,261 | | | | | February 2027 | 63,952 | | | | | | | (1) | 375,000 | | Jonathan Root | February 2025 | 10,960 | | | | | February 2026 | 4,354 | February 2026 | 4,890 | | | February 2027 | 3,169 | February 2027 | 8,199 | | | | | (1) | 30,000 | | Luke Mansfield | February 2025 | 9,410 | | | | | February 2026 | 3,194 | February 2026 | 4,602 | | | February 2027 | 2,079 | February 2027 | 5,379 | | | | | (1) | 20,000 | | Jagdish Krishnan | February 2025 | 15,456 | | | | | February 2026 | 5,121 | February 2026 | 8,052 | | | February 2027 | 3,169 | February 2027 | 8,199 | | | | | (1) | 30,000 | | Paul Krause | February 2025 | 12,226 | | | | | February 2026 | 3,833 | February 2026 | 6,556 | | | February 2027 | 2,244 | February 2027 | 5,805 | | | | | (1) | 20,000 |

  115. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    (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.

  116. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | 52 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  117. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | EXECUTIVE COMPENSATION | |

  118. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024

  119. OPTION EXERCISES AND STOCK VESTED IN 2024

    | 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 | — | $— | 56,847 | $2,079,639 | | Jonathan Root | — | $— | 11,158 | $385,952 | | Luke Mansfield | — | $— | 11,579 | $399,815 | | Jagdish Krishnan | — | $— | 17,951 | $620,884 | | Paul Krause | — | $— | 11,644 | $404,655 |

  120. 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, 2024. Based on tenure, none of our NEOs were eligible to participate in the Harley-Davidson Retirement Annuity Plan.

  121. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  122. 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 | $— | $236,238 | $222,852 | $— | $978,064 | | Jonathan Root | $— | $20,464 | $43,393 | $— | $242,498 | | Luke Mansfield | $— | $15,779 | $6,726 | $— | $83,556 | | Jagdish Krishnan | $100,000 | $26,405 | $41,826 | $— | $356,627 | | Paul Krause | $— | $21,118 | $10,468 | $— | $103,018 |

  123. 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 included in the aggregate balance that have been reported in the Summary Compensation Table for previous years were as follows: Mr. Zeitz - $376,886, Mr. Root - $44,412, Mr. Mansfield - $0, Mr. Krishnan - $104,949, and Mr. Krause - $53,311. We include a description of the HDI Deferred Compensation Plan in the “Compensation Discussion and Analysis.”

  124. Harley-Davidson CEO Pay Ratio for 2024

    Harley-Davidson CEO Pay Ratio for 2024 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, 2024. For our 2024 ratio, as required, we chose a new median employee using the following methodology: •We identified each individual that we employed globally on October 15, 2024; •We then identified the base salary or base wages that we paid to each individual in our employee population during 2024; •We annualized the base salary for any individual who commenced work with us after January 1, 2024; and

  125. Harley-Davidson CEO Pay Ratio for 2024

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 57 |

  126. Harley-Davidson CEO Pay Ratio for 2024

    | | EXECUTIVE COMPENSATION |

  127. Harley-Davidson CEO Pay Ratio for 2024

    •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 2024, we calculated such median employee’s annual total compensation for 2024 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 $75,036, and our CEO’s total compensation (as reported in the Summary Compensation Table) was $9,145,545, resulting in a ratio of the median employee’s compensation to our CEO’s compensation of approximately 1:122.

  128. Pay Versus Performance

    Pay Versus Performance

  129. 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) | | | | 2024 | $9,145,545 | N/A | $(3,139,105) | N/A | $1,427,257 | $421,572 | $88 | $180 | $455,357 | $416,627 | | 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 |

  130. Pay Versus Performance

    (1)Mr. Zeitz, current Principal Executive Officer ("PEO") (2)Mr. Levatich, former PEO (3)Non-PEO NEOs: 2024 - Messrs. Root, Mansfield, Krishnan, and Krause, 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:

  131. Pay Versus Performance

    | 58 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  132. Pay Versus Performance

    | EXECUTIVE COMPENSATION | |

  133. 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 | 2024 | $9,145,545 | $— | $(6,500,014) | $— | $(5,784,636) | $(3,139,105) | | | 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 | 2024 | $1,427,257 | $— | $(852,216) | $— | $(153,469) | $421,572 | | | 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 |

  134. 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.

  135. 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 | 2024 | $5,780,561 | $(11,453,788) | $— | $453 | $— | $(111,862) | $(5,784,636) | | | 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 | 2024 | $508,520 | $(632,602) | $— | $(36,290) | $— | $6,903 | $(153,469) | | | 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) |

  136. 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 2024 compensation actually paid includes a decrease in fair value of approximately $9 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 2024, none of the share price thresholds have been met and, therefore, no AIP Performance Shares have been earned.

  137. Pay Versus Performance

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 59 |

  138. Pay Versus Performance

    | | EXECUTIVE COMPENSATION |

  139. 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. |

  140. 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. |

  141. 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 financial 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. |

  142. Pay Versus Performance

    | 60 | HARLEY-DAVIDSON, INC. • 2025 PROXY STATEMENT |

  143. Pay Versus Performance

    | EXECUTIVE COMPENSATION | |

  144. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  145. 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 |

  146. 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 2024 were as follows: Mr. Farley - $57,500, 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.

  147. 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 2024. 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.

  148. Narrative to Director Compensation Table

    | 2025 PROXY STATEMENT • HARLEY-DAVIDSON, INC. | 61 |