8-K: Harley-Davidson Appoints Two New Independent Directors

Harley-Davidson, Inc. announced the appointment of Daniel J. Nova and Matthew J. Reintjes as new independent directors, effective September 15, 2025, following two director retirements.

Summary

• Sara Levinson and N. Thomas Linebarger retired from the Board of Directors, effective September 15, 2025, with no disagreements cited.
• Daniel J. Nova and Matthew J. Reintjes were appointed as new independent Directors, effective September 15, 2025, with terms expiring at the 2026 Annual Meeting of Shareholders.
• Mr. Nova was appointed to the Human Resources Committee, Sustainability and Safety Committee, and Nominating and Corporate Governance Committee.
• Mr. Reintjes was appointed to the Audit and Finance Committee and Nominating and Corporate Governance Committee.
• The new directors will receive a pro-rata portion of the $110,000 annual retainer for non-employee directors, with Mr. Reintjes also receiving a pro-rata portion of an additional $5,000 for the Audit and Finance Committee.
• They will also be awarded an annual grant of share units equal to $145,000, consistent with other outside directors.
• The Board has added four new independent members in the last three years to its nine-member board, indicating ongoing refreshment.

Sentiment

Score: 7

Explanation: The filing indicates a positive sentiment due to the appointment of two highly qualified independent directors with relevant experience in strategic growth, brand development, and operational excellence, which is expected to strengthen the Board and support the company's strategic objectives. The retirements were amicable and part of a planned transition, suggesting stability.

Positives

• Appointment of two highly experienced independent directors, Daniel J. Nova and Matthew J. Reintjes, bringing expertise in strategic growth, finance, corporate governance, brand development, operations, and product innovation.
• Mr. Nova's background includes extensive venture capital experience, advising companies through transformative growth, and significant public company board experience, including as Lead Independent Trustee of Eversource Energy.
• Mr. Reintjes' experience as President and CEO of YETI Holdings, Inc. demonstrates strong leadership in transforming a brand, driving product innovation, and achieving international growth.
• The additions are expected to enhance the Board's capabilities, support the execution of the company's strategy, and help propel Harley-Davidson toward its future vision.
• The Board continues its refreshment process, having added four new independent members in the last three years, promoting diverse perspectives and expertise.

Future Outlook

The new directors are expected to enhance the Board's capabilities, support the execution of the company's strategy, and help propel Harley-Davidson toward its future vision, including the leadership transition to Artie Starrs as CEO later in 2025.

Management Comments

• "We are deeply grateful to Tom and Sara for their years of dedicated service to Harley-Davidson and our shareholders. Throughout their tenure, they have guided the Company through significant challenges with steady leadership and unwavering commitment. We thank them sincerely for their contributions and wish them the very best in their future endeavors." Troy Alstead, Presiding Director.
• "Daniel and Matt distinguished themselves during our search with their broad business expertise spanning commercial strategy, brand and product development, operations, supply chain, and finance. These are skills that will be invaluable to Harley-Davidson, the Board, and Artie Starrs, as he steps into the CEO role later this year." Troy Alstead, Presiding Director.
• "I am honored to join the Harley-Davidson board, and I look forward to working with the Board to continue building on the company’s storied legacy and advancing its transformation to drive growth and value creation." Daniel J. Nova.
• "Since 1903, the unique and iconic Harley-Davidson brand has represented a sense of freedom and the adventurous spirit of our riders. I am excited to join my fellow Board members in extending Harley-Davidson’s cultural legacy and delivering further value for our stakeholders." Matthew J. Reintjes.

Industry Context

The appointment of directors with strong backgrounds in brand development, product innovation, and strategic growth, particularly from a leading global outdoor brand like YETI, suggests Harley-Davidson is focusing on enhancing its brand appeal, product portfolio, and potentially expanding its customer base. This aligns with broader trends in consumer discretionary and lifestyle brands. The company's controlling interest in LiveWire Group, Inc. also highlights its engagement in the evolving electric vehicle market.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The appointment of experienced independent directors is likely to be viewed positively, potentially enhancing corporate governance, strategic oversight, and long-term value creation. The board refreshment signals proactive management.
• Employees: No direct impact on employees is mentioned, but a strengthened board could lead to more stable and effective strategic direction for the company.
• Customers: New directors with expertise in brand and product development, particularly from a consumer-focused company like YETI, could lead to enhanced product innovation and customer engagement strategies.

Next Steps

• Artie Starrs is expected to step into the CEO role later in 2025.
• Troy Alstead's appointment as Chairman of the Board becomes effective October 1, 2025.
• The terms for new directors Daniel J. Nova and Matthew J. Reintjes will expire at the Company's 2026 Annual Meeting of Shareholders.

Key Dates

Recommendation

The filing details routine board refreshment with the retirement of two directors and the appointment of two highly qualified independent directors. While these appointments are positive for corporate governance and strategic oversight, they do not present new financial performance data or significant strategic shifts that would warrant a change in investment recommendation. The changes are expected and reflect normal course of business for a public company.

Keywords

Harley-Davidson, Board of Directors, Director Appointment, Corporate Governance, SEC Filing, HOG, YETI Holdings, Highland Capital Partners, Management Change, Independent Director