Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.    )
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Filed by a Party other than the Registrant ¨
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¨Preliminary Proxy Statement¨Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
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Soliciting Material under Section 240.14a-12
Harley-Davidson, Inc.
_________________________________________________________________________________________________________________
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11.





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 Harley-Davidson, Inc.
 3700 West Juneau Avenue
 Milwaukee, Wisconsin 53208
 (414) 342-4680

April 1, 2022

Dear Fellow Shareholders,
While the world experienced many uncertainties in 2021, one thing remained: Harley-Davidson continued to design, build, and deliver the world’s most desired motorcycles for riders around the globe.
We successfully completed the first year of The Hardwire strategic plan in 2021 and saw many proof points on the six elements that make up this five-year plan, while continuing our H-D#1 cultural journey as a high-performing company.
2021 Financial Highlights
On a full-year basis, we finished 2021 with consolidated operating income of $823 million and full-year diluted earnings per share of $4.19, an increase of $4.18 from the prior year.
We grew Harley-Davidson’s total revenue by 32% by focusing on our stronghold segments and successfully launching two bikes that were among the fastest selling motorcycles in our portfolio. By executing a strategically streamlined portfolio, we achieved a 9.0% operating margin in our Motorcycles and Related Products segment and saw a record operating income of $415 million in our Financial Services segment.
Recognizing our strong performance, the Board of Directors approved cash dividends of $0.15 per share in all four quarters of 2021.
The Hardwire
As the world grappled with an ongoing pandemic, our team excelled at managing through supply chain challenges and optimizing inventory levels at our dealerships. Among these and other operational wins, we made great progress on the six elements of The Hardwire.
Profit Focus
We began to execute against our 70/20/10 strategy, skewed to our stronghold segments of Touring, Large Cruiser, and Trike. We focused on profitable segments, delivering volume and margin, and on segments aligned to our brand capabilities with clear paths to leadership.
We launched the ICONS collection, our new limited-edition series of extraordinary adaptations of production motorcycles which look to our storied past and bright future. The collection debuted with the Electra Glide Revival, the ultimate tribute to our heritage in Grand American Touring, with production selling out from launch.
Selective Expansion and Redefinition
We are committed to focusing on opportunities in profitable segments aligned with our capabilities that offer a clear path to market leadership.
In 2021, we launched our first Adventure Touring motorcycle, the Pan America, which became the number one selling Adventure Touring motorcycle in the U.S. in 2021 and was named “Motorcycle of the Year” by Motorcycle.com.
We also launched the Sportster S, a bike that brought the Harley-Davidson brand to a broader customer base. With Sport as the fastest growing segment in North America, we realized the potential to engage with new riders and to bring them into the brand.
Lead in Electric
Electric motorcycles are important to Harley-Davidson’s future, and we remain committed to staying at the forefront of electric motorcycle technology.
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LETTER FROM CHIEF EXECUTIVE OFFICER AND CHAIRMAN
In 2021, not only did we introduce LiveWire as a stand-alone brand, but we announced that through a business combination agreement with AEA-Bridges Impact Corp., LiveWire would become a publicly-traded company on the New York Stock Exchange. The transaction is expected to close in the first half of this year and I am very excited about the potential for LiveWire to be the most desirable electric motorcycle company in the world.

Growth Beyond Bikes
We believe the potential of the H-D brand beyond bikes is significant. We are one of the most recognizable brands in the world with the ability to grow our lifestyle product to reach wider audiences.
In 2021, we announced H-D Certified™, the first certified pre-owned Harley-Davidson motorcycle program, designed to lead our industry, satisfy our existing loyal riders, and also reach new customers venturing into H-D ownership for the first time.
We also launched H-D1 Marketplace, the ultimate destination for pre-owned Harley-Davidson motorcycles in North America, backed by the strength and scale of our dealer network and enhanced by the Harley-Davidson Certified™ program for additional peace of mind. The H-D1 Marketplace platform is connecting our customers, our community, and our strong dealer network as the first step in our ambitious transformation of an enhanced digital experience for riders and fans of our lifestyle brand.

Customer Experience
We continue to invest in and redefine our overall customer experience through our dealerships and especially in our online presence, as we know many customers start their journey with Harley-Davidson online.
With significant upgrades to our mobile app, we began our journey to create an enhanced omni-channel experience so our riders and fans can interact with us how, when, and where they want. By putting customers at the forefront of our products, experiences, and investments, we can meet them wherever they are.
We’re deepening the connection with all those who love our brand – those who ride and those who don’t. We’ve embraced those who may dream of motorcycling or who have just learned to ride. And, we continue to serve committed riders who are deeply passionate about our unique lifestyle brand and invested in our moto-culture.

Integrated Inclusive Stakeholder Management
Finally, to optimize long-term value for all stakeholders, we continue to serve people, planet, and profit. All three are deeply embedded in the past and future success of the Harley-Davidson brand and company.
For our people, in 2021, we implemented the Hardwire broad-based equity grant. For the first time in our Company’s history all our employees around the world, including at our factories, became shareholders in our Company. For our planet, we are reducing carbon emissions and creating a path to achieving net zero for LiveWire by 2035 and Harley-Davidson, Inc. by 2050. For profit, we began to execute against our 70/20/10 strategy and focused on profitable segments and on segments aligned to our brand capabilities with clear paths to leadership, contributing to the profitable 2021 financial results.

Thank You
With the spirit to win in 2021, and despite the significant challenges the world faced throughout the year, we persevered and made great progress toward our Hardwire objectives. From new product launches and improved customer experiences to leading in electric, we have a lot to be proud of and a lot more to look forward to in the year ahead.
On behalf of everyone at Harley-Davidson, thank you for your investment and belief in the timeless pursuit of adventure and freedom for the soul. United we ride.

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Jochen Zeitz
President and Chief Executive Officer
Chairman of the Board
Harley-Davidson, Inc.
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April 1, 2022
Notice is hereby given that we will hold the 2022 Annual Meeting of Shareholders virtually (via live audio webcast) on May 12, 2022 at 4:00 p.m., Central Daylight Time, to vote on the items listed below.


 ITEMS TO BE VOTED:
1.To elect ten Directors to the Board of Directors;
2.To approve, by advisory vote, the compensation of our Named Executive Officers;
3.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
4.To approve an amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan to increase the number of shares of our common stock authorized under the plan; and
5.To approve the 2022 Aspirational Incentive Stock Plan.

We will also take action upon any other business as may
properly come before the 2022 Annual Meeting of
Shareholders and any adjournments or postponements of that meeting.

The Board of Directors unanimously recommends a vote
“FOR” each of the Board's nominees for proposal 1, and
"FOR" proposals 2, 3, 4 and 5. The Board of Directors or proxyholders will use their discretion on other matters
that may arise at the 2022 Annual Meeting of Shareholders to the extent authorized by Rule 14a-4(c)
under the Securities Exchange Act of 1934.
HOW TO VOTE YOUR SHARES:

March 4, 2022 is the record date for determining
shareholders entitled to notice of and to vote at the 2022
Annual Meeting of Shareholders and any adjournments or postponements of that meeting. If you held your shares as of the close of business on March 4, 2022, you can vote using one of the following methods:
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INTERNET
You can vote your shares online at proxyvote.com
TELEPHONE
In the U.S. or Canada, you can vote your shares toll-free. Check your proxy card or voting instruction form for the toll-free number.
MAIL
You can vote via mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage paid envelope provided.
VIRTUAL PRESENCE ONLINE
You will not be able to attend the 2022 Annual Meeting of Shareholders physically. You or your proxyholder may participate, vote, and examine our shareholder list at the 2022 Annual Meeting of Shareholders by visiting www.virtualshareholdermeeting.com/HOG2022 and using your control number found on your proxy card.

We urge you to submit your proxy as soon as possible. If the records of our transfer agent show that you own shares in your name or if you own shares through our Dividend Reinvestment Plan at the close of business on March 4, 2022, then you may vote (1) via the internet at www.proxyvote.com, (2) by virtual presence online at www.virtualshareholdermeeting.com/HOG2022, (3) by mail after first requesting a printed copy of the Proxy Statement, proxy card, and Annual Report on Form 10-K and following the instructions set forth on the proxy card, or (4) by telephone after reviewing the Proxy Statement and Annual Report on Form 10-K at www.proxyvote.com.
If you own shares in “street name” (that is, through a broker, bank, or other nominee), we encourage you to provide voting instructions to your bank, broker, or other nominee. Street name holders may also vote via telephone or the internet if their bank, broker, or other nominee makes those methods available, in which case the bank, broker, or other nominee will enclose the instructions along with this Proxy Statement.
By Order of the Board of Directors,
Harley-Davidson, Inc.

Paul J. Krause
Secretary
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Milwaukee, Wisconsin
April 1, 2022
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This overview provides information that you should consider before voting on the items presented at this year’s Annual Meeting of Shareholders. This overview does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
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Item 1 To elect ten Directors to the Board of Directors

Our Board of Directors unanimously recommends that you vote “FOR”
the election of each of its ten Director nominees.
Director Nominees
AGEDIRECTOR
SINCE
INDEPENDENTOTHER PUBLIC
DIRECTORSHIPS
BOARD COMMITTEES
AFCHRCNCGCSC
Troy Alstead
Founder & CEO of Ocean5
Former COO & Former CFO of Starbucks Corp.
592017xLevi Strauss & Co, Array Technologies, Inc. CCx
R. John Anderson
Retired Chief Executive
Officer of Levi Strauss & Co.
712010xxx
Michael J. Cave
Retired Senior Vice President
of The Boeing Company
612012xBall CorporationCCx
Jared D. Dourdeville
Partner at H Management, LLC a/k/a H Partners
332022xxx
James D. Farley, Jr.
President and Chief Executive Officer of Ford Motor Company
592021xFordxxx
Allan Golston
President, United States Program for the
Bill & Melinda Gates Foundation
552017xStryker CorporationxCC
Sara L. Levinson
Co-founder and Director, Katapult, Inc.
Former President of NFL Properties, Inc.
711996xMacy’s, Inc.xxx
N. Thomas Linebarger
Presiding Director Chairman and Chief Executive
Officer, Cummins Inc.
592008xCummins Inc.xxx
Maryrose Sylvester
Former President, Electrification, U.S. and U.S. Country Managing Director of ABB Group
562016xWaste Management, Inc., Vontier Corporation   xx
Jochen Zeitz
Chairman of the Board, President and Chief Executive Officer of Harley-Davidson, Inc.
582007CC
AFC: Audit and Finance CommitteeSC: Brand and Sustainability Committee
HRC: Human Resources CommitteeCC: Member and Committee Chair
NCGC: Nominating and Corporate Governance Committeex: Member
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Item 2 To approve, by advisory vote, the compensation of our Named Executive Officers

Our Board of Directors unanimously recommends that you vote “FOR” this proposal.
Our executive compensation goals and guiding principles emphasize pay-for-performance. We base several elements of our compensation upon delivering high levels of performance relative to performance measures that the Human Resources Committee has approved. For example, (i) the annual Short-Term Incentive Plan (STIP) and the 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 for 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 that drive 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 within a 20% range of the 50th percentile of our compensation peer group for target performance to remain market competitive and to attract and retain top executive talent, but given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, generally made no changes in executive officer target compensation at the beginning of 2021.

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Item 3 To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022

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, 2022.

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Item 4 To approve an amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan to increase the number of shares of our common stock authorized under the plan

Our Board of Directors unanimously recommends a vote “FOR” increasing the number of shares of our common stock authorized under the 2020 Incentive Stock Plan.
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Item 5 To approve the 2022 Aspirational Incentive Stock Plan

Our Board of Directors unanimously recommends a vote “FOR” approving the 2022 Aspirational Incentive Stock Plan.

We will also take action upon any other business as may properly come before the 2022 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 2022 Annual Meeting of Shareholders to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934.


2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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Cautionary Note Regarding Forward-Looking Statements
The Company intends that certain matters discussed in this Proxy Statement are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” “may,” “will,” “estimates,” “targets,” “intend”, "is on track", "forecasting," or words of similar meaning. Similarly, statements that describe or refer to future expectations, future plans, strategies, objectives, outlooks, targets, guidance, commitments or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially, unfavorably or favorably, from those anticipated as of the date of this Proxy Statement. Certain of such risks and uncertainties are described below. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Proxy Statement are only made as of the date of this Proxy Statement, and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the following: (I) the COVID-19 pandemic, including the length and severity of the pandemic across the globe and the pace of recovery following the pandemic and (II) the Company's ability to: (A) execute its business plans and strategies, including The Hardwire and the evolution of LiveWire as a standalone brand, including the proposed separation of LiveWire into a separate business of the Company through the combination of LiveWire with ABIC, which includes the risks noted below; (B) manage supply chain and logistic issues, including quality issues, availability of semiconductor chip components and the ability to find alternative sources of those components in a timely manner, unexpected interruptions or price increases caused by supplier volatility, raw material shortages, war or other hostilities, including the conflict in the Ukraine, or natural disasters, and longer shipping times and increased logistics costs, including by successfully implementing pricing surcharges; (C) realize the expected business benefits from the combination of LiveWire with ABIC, which may be affected by, among other things: (i) the ability of LiveWire to: (1) execute its plans to develop, produce, market, and sell its electric vehicles; (2) achieve profitability, which is dependent on the successful development and commercial introduction and acceptance of its electric vehicles, and its services, which may not occur; (3) adequately control the costs of its operations as a new entrant into a new space; (4) develop, maintain, and strengthen its brand; and (5) execute its plans to develop, produce, market, and sell its electric vehicles; and (6) effectively establish and maintain cooperation from its retail partners, largely drawn from the Company’s traditional motorcycle dealer network, to be able to effectively establish or maintain relationships with customers for electric vehicles; (ii) competition; and (iii) other risks and uncertainties indicated from time to time in the final prospectus of ABIC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by the Company, LW EV Holdings, Inc. (HoldCo) or ABIC; (D) accurately analyze, predict and react to changing market conditions and successfully adjust to shifting global consumer needs and interests; (E) successfully access the capital and/or credit markets on terms that are acceptable to the Company and within its expectations; (F) successfully carry out its global manufacturing and assembly operations; (G) develop and introduce products, services and experiences on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, including successfully implementing and executing plans to strengthen and grow its leadership position in Grand American Touring, large Cruiser and Trike, and grow its complementary businesses; (H) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new competitors; (I) successfully appeal: (i) the revocation of the Binding Origin Information (BOI) decisions that allowed the Company to supply its European Union (EU) market with certain of its motorcycles produced at its Thailand operations at a reduced tariff rate and (ii) the denial of the Company's application for temporary relief from the effect of the revocation of the BOI decisions; (J) manage and predict the impact that new, reinstated or adjusted tariffs may have on the Company's ability to sell products internationally, and the cost of raw materials and components, including the temporary lifting of the Section 232 steel and aluminum tariffs and incremental tariffs on motorcycles imported into the EU from the U.S., between the U.S. and EU, which expires on December 31, 2023; (K) prevent, detect, and remediate any issues with its motorcycles or any issues associated with the manufacturing processes to avoid delays in new model launches, recall campaigns, regulatory agency investigations, increased warranty costs or litigation and adverse effects on its reputation and brand strength, and carry out any product programs or recalls within expected costs and timing; (L) manage the impact that prices for and supply of used motorcycles may have on its business, including on retail sales of new motorcycles; (M) successfully manage and reduce costs throughout the business; (N) manage through changes in general economic and business conditions, including changing capital, credit and retail markets, and the changing domestic and international political environments, including as a result of the conflict in the Ukraine; (O) continue to develop the capabilities of its distributors and dealers, effectively implement changes relating to its dealers and distribution methods and manage the risks that its dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand; (P) continue to develop and maintain a productive relationship with Zhejiang Qianjiang Motorcycle Co., Ltd. and launch related products in a timely manner; (Q) maintain a productive relationship with Hero MotoCorp as a distributor and licensee of the Harley-Davidson brand name in India; (R) successfully maintain a manner in which to sell motorcycles in China and the Company's Association of Southeast Asian Nations (ASEAN) countries that does not subject its motorcycles to incremental tariffs; (S) manage its Thailand corporate and manufacturing operation in a manner that allows the Company to avail itself of preferential free trade agreements and duty rates, and sufficiently lower prices of its motorcycles in certain markets; (T) accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices; (U) retain and attract talented employees,
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and eliminate personnel duplication, inefficiencies and complexity throughout the organization; (V) prevent a cybersecurity breach involving consumer, employee, dealer, supplier, or Company data and respond to evolving regulatory requirements regarding data security; (W) manage the credit quality, the loan servicing and collection activities, and the recovery rates of Harley-Davidson Financial Services Inc.'s (HDFS) loan portfolio; (X) adjust to tax reform, healthcare inflation and reform and pension reform, and successfully estimate the impact of any such reform on the Company’s business; (Y) manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles; (Z) implement and manage enterprise-wide information technology systems, including systems at its manufacturing facilities; (AA) manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations; (BB) manage its exposure to product liability claims and commercial or contractual disputes; (CC) continue to manage the relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness; (DD) achieve anticipated results with respect to the Company's pre-owned motorcycle program, Harley-Davidson Certified, and the Company's H-D1 Marketplace; (EE) accurately predict the margins of its Motorcycles and Related Products segment in light of, among other things, tariffs, the cost associated with product development initiatives and the Company's complex global supply chain; and (FF) optimize capital allocation in light of the Company’s capital allocation priorities.
The Company’s ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company’s dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its dealers to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company. In addition, the Company’s dealers and distributors may experience difficulties in operating their businesses and selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions, the impact of the COVID-19 pandemic, or other factors.
In recent years, HDFS has experienced historically low levels of retail credit losses, but there is no assurance that this will continue. The Company believes that HDFS' retail credit losses will increase over time due among other things to factors that have contributed recently to low levels of losses, including the favorable impact of recent federal stimulus payments that will not recur.
The Company’s operations, demand for its products, and its liquidity could be adversely impacted by work stoppages, facility closures, strikes, natural causes, widespread infectious disease, terrorism, war or other hostilities, including the conflict in the Ukraine, or other factors. Refer to "Risk Factors" under Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above.

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INCLUSIVE STAKEHOLDER MANAGEMENT
The Hardwire, our five-year strategic plan, targets profitable growth and increased shareholder value based on expanding the desirability of Harley-Davidson. With the implementation of The Hardwire, the Company is taking an inclusive stakeholder management approach to optimize long-term value for all stakeholders. This broader focus on the Company’s stakeholders across people-planet-profit means focused attention on inclusion and belonging, positive impact in our communities, environmental sustainability, good governance practices, and corporate transparency. We report on these efforts in our annual Inclusive Stakeholder Management ("ISM") Report. The 2020 ISM Report was published in September 2021. Our 2021 ISM Report will be published later this year. As noted in those reports, we have implemented several initiatives, set certain goals, and have reached certain milestones, including the following:
Environmental:
Committed to achieving net zero carbon emissions by 2050 for Harley-Davidson, Inc. and by 2035 for LiveWire.
Maintained fleet average fuel economy of 44.6 mpg, a modest improvement since 2020.
Developed advanced innovations for production of our materials, including incorporation of hex-chromium-free high temperature coatings in the Pan America muffler and other heat-sensitive parts
Social:
Inclusion, Belonging and Employee Wellbeing:
Rolled out Future of Work Workplace Ecosystem Policy & Guidebook, Virtual Mindset Principles, and learning & development opportunities for wellness to our employees.
Expanded equity ownership to all employees by making an equity grant to approximately 4,500 employees not otherwise eligible for equity grants, including our hourly production workers, in February 2021. Launched financial literacy and empowerment resources for the U.S. workforce in partnership with Operation Hope.
Continued efforts to further diversify the workforce. As of December 31, 2021, the Company’s global workforce consisted of 5,879 employees, 86.5% of whom were based in the U.S.; 54.4% are salaried, and 41.4% are covered by collective bargaining agreements. Specifically, the Financial Services segment had 621 employees, and the Motorcycles segment had 5,258 employees, including 2,436 hourly unionized employees at its U.S. manufacturing facilities. Based on employee provided identity information, 29.2% of the Company’s global workforce was female and 21.6% of the U.S. workforce was non-White.
Continued our excellent Health & Safety record, posting an OSHA recordable rate of 0.4 for 2021.
Piloted and expanded deeper inclusive leadership experiences through YWCA of Southeast Wisconsin’s Conversations on Race.
Joined HRC Business Coalition for the Equality Act in support of federal LGBTQ+ rights.
Positive Impact in Our Communities:
Collaborated with Near West Side Partners in Milwaukee to execute a virtual three-day Appreciative Inquiry Summit with more than 120 participants across multiple stakeholder groups. The Summit has sparked a renewed commitment to, and broader support for, accelerating transformational work in the Near West Side of Milwaukee, home to Harley-Davidson since 1903.
Celebrated the 10th year anniversary of The Hunger Task Force Farm in Franklin, Wisconsin powered by The Harley-Davidson Foundation through a video that has received more than 10,000 views.
Donated approximately $2 million in grants through The Harley-Davidson Foundation, including donations to    Near West Side Partners, United Way, Hunger Task Force, Children’s Hospital of Wisconsin, Boys & Girls Club of Greater Milwaukee, and Next Door Foundation.
Supported Meeting of America, an innovative program sponsored by the Listen First Project and co-created by a diverse group of everyday Americans and leaders from businesses, educational institutions, and non-profits, through a $50,000 grant from The Harley-Davidson Foundation.
Contributed $140,000 along with more than 275 employee volunteer hours to 11 organizations in Nevada through the HDFS (Eaglemark Savings Bank) Community Reinvestment Act program.
Governance:
The Company’s corporate governance structure has been aligned to meet the expectations of shareholders, customers, and employees and includes robust corporate governance practices and shareholder rights, such as:
annual election of all Directors
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dedicated committee focused on brand and sustainability
no Director serves on an excessive number of public company boards
proxy access
no poison pill
majority voting standard for M&A transactions
The Board amended the Company’s By-laws in February 2022 to include an enhanced standard of review by our Board for a tendered letter of resignation by a holdover Director following the Director’s failure to be re-elected as a result of our majority voting standard.
The Company continues direct, ongoing, and transparent communication with shareholders.
The Company did not make any political contributions from the employee-funded Harley-Davidson Inc. PAC. Harley-Davidson does not have a corporate PAC.
The Company takes cyber threats very seriously and annually audits our cybersecurity capabilities.
The Audit and Finance Committee of the Board oversees cybersecurity risks, including through a quarterly assessment of the risks posed by cybersecurity incidents and potential cyberattacks impacting the Company’s data and information systems.
COMPENSATION GOVERNANCE HIGHLIGHTS
We believe our executive compensation program promotes good governance and operates in the best interests of our shareholders. We are committed to the highest standards of ethics, business integrity, and corporate governance. Our governance practices are designed to establish and preserve management accountability, provide a structure that allows the Board of Directors to set objectives and monitor performance, ensure the efficient use and accountability of resources, and enhance shareholder value. Below is a summary of our key compensation practices:
Reward for exceptional performance with higher pay outcomes, while delivering reduced or no incentive pay when performance expectations are not met;
Use equity-based awards and stock ownership guidelines to focus management on sustainable long-term growth and share price appreciation;
Balance rewarding the delivery of near-term results that drive long-term performance, while discouraging excessive or inappropriate risks;
Select performance measures that reflect our strategic objectives with goals that are challenging yet achievable during the applicable period; and
Typically set target compensation within a 20% range of the 50th percentile of our compensation peer group for target performance to remain market competitive and to attract and retain top executive talent. However, given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, generally made no changes in executive officer target compensation at the beginning of 2021.


2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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A-1
B-1

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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT







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  PROXY STATEMENT
     3700 West Juneau Avenue Milwaukee, Wisconsin 53208
April 1, 2022

The Board of Directors (the "Board") of Harley-Davidson, Inc. requests the proxy accompanying this Proxy Statement for use at the 2022 Annual Meeting of Shareholders virtual meeting on May 12, 2022 at 4:00 p.m. Central Daylight Time, and at any adjournment or postponement of that meeting (the “Annual Meeting”). We will hold the Annual Meeting virtually (via live audio webcast) and you will not be able to attend the Annual Meeting physically. You or your proxyholder may participate and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/HOG2022 and using your control number found on your proxy card.
We first mailed the Notice of Internet Availability of Proxy Materials to shareholders on April 1, 2022. The Notice of Internet Availability of Proxy Materials instructs shareholders and beneficial owners of our Common Stock on how they may access our proxy materials, which include our Proxy Statement and 2021 Annual Report on Form 10-K, via the internet. You will not receive a printed copy of the proxy materials unless you request to receive these materials by following the instructions we provide later in this Proxy Statement and in the Notice of Internet Availability of Proxy Materials. Instead, the Notice of Internet Availability of Proxy Materials will instruct you on how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs how you may submit your proxy via the Internet, mail, or telephone, or by virtual presence online at the Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions we provide later in this Proxy Statement.
As used in this Proxy Statement, “we,” “our,” the “Company” or “Harley-Davidson” refers to Harley-Davidson, Inc. We operate in two segments: the Motorcycles and Related Products segment and the Financial Services segment. “HDMC” refers to our Motorcycles and Related products segment, which include the companies that do business as “Harley-Davidson Motor Company.” “HDFS” refers to our Financial Services segment, which includes Harley-Davidson Financial Services, Inc. and its subsidiaries.

2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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PROPOSAL 1: ELECTION OF DIRECTORS
Shareholders will elect ten Directors at the 2022 Annual Meeting. We have significantly refreshed our Board since the 2016 Annual Meeting of Shareholders. Three of the Director nominees - Ms. Sylvester and Messrs. Alstead and Golston became Directors after the 2016 Annual Meeting of Shareholders and before the 2017 Annual Meeting of Shareholders. Additionally, Mr. Farley joined the Board in 2021.
Mr. Dourdeville was appointed by the Board in February 2022 pursuant to a Cooperation Agreement (the “Cooperation Agreement”) with H Management, LLC and certain of its affiliates (collectively, “H Partners”) regarding the appointment of an H Partners' representative to the Board and certain related matters. During the period ending on the later of (i) the earlier of (x) 30 days prior to the deadline to submit Director nominations for the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”) that are not to be included in the Company’s proxy materials for the 2023 Annual Meeting pursuant to the Company’s Articles of Incorporation and By-laws and (y) 100 days prior to the first anniversary of the Annual Meeting, and (ii) 10 days after Mr. Dourdeville (or any replacement) is no longer serving on the Board, H Partners has agreed to certain standstill provisions, including, among other things, agreeing not to (i) acquire ownership (beneficial or otherwise) 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.
Pursuant to the Cooperation Agreement, H Partners has also agreed to vote its shares of the Company’s common stock at the Annual Meeting (i) in favor of the slate of Directors recommended by the Board, (ii) against the election of any nominee for director not approved, recommended, and nominated by the Board for election, and (iii) in accordance with the Board’s recommendation with respect to any other matter or proposal presented at any such meeting, subject to certain exceptions relating to business combination transactions. The Cooperation Agreement also includes certain confidentiality provisions and a mutual release of any and all claims between H Partners and the Company occurring or arising at any time on or prior to the date of the execution of the Cooperation Agreement.
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. The Board currently consists of ten members with terms that expire at the Annual Meeting and, as a result, following the election of Directors at this Annual Meeting, our Board will continue to have ten members and no vacancies.
Our By-laws, as amended and restated in February 2022 (“By-laws”), have a majority voting standard for the election of Directors. Because 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. If an incumbent Director is not elected, such incumbent Director must promptly tender his or her 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, his or her 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” the Board's nominees that we name below. 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.

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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT






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 1, 2022;
Principal occupations for at least the past five years;
The names of any other public companies or relevant private companies where the nominee or Director 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.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TEN NOMINEES OF THE BOARD OF DIRECTORS.
2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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BIOGRAPHICAL INFORMATION, SKILLS, AND QUALIFICATIONS
Summary of 2022 Director Skills, Qualifications, and Experience
The Board believes that all of our Director nominees are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the Board, including experience leading business strategy. Our nominees have diverse backgrounds, experience, and board tenure, and possess many different and valuable skills and qualifications. This all supports the Board’s responsibility to drive strategy, assess performance, and engage with and appropriately challenge management.
The following skills and qualifications matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, and other Director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The section just below the skills matrix defines each of the skills and qualifications and describes why each skill and qualification is important. The biographies for each Director nominee describe in more detail the relevant experience, qualifications, attributes, and skills of the Director nominee. The biographies also reflect the committee memberships the nominees will hold upon their election. We believe that each nominee possesses the core competencies that are expected of all Directors, namely, independence, integrity, sound business judgment and a willingness to represent the interests of our shareholders.
SKILLS/QUALIFICATIONS*AlsteadAndersonCaveDourdevilleFarleyGolstonLevinsonLinebargerSylvesterZeitz
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
*    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 international growth.
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 about our strategic leadership, and appointing, overseeing, and assessing 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.


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2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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 SUMMARY OF 2022 DIRECTOR QUALIFICATIONS
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Nominees of the Board of Directors
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Mr. Alstead is the founder of Harbor O5, LLC, which developed a new restaurant and a social concept, Table 47 and Ocean5, that opened in 2017. In February 2016, Mr. Alstead retired from Starbucks Corporation, an American coffee company and coffeehouse chain, after 24 years with the company, having most recently served as Chief Operating Officer. He served as Chief Operating Officer beginning in 2014. From 2008 to 2014, he served as that company’s Chief Financial Officer and Chief Administrative Officer. Additionally, he served as Group President, Global Business Services from 2013 until his promotion to Chief Operating Officer. Mr. Alstead joined Starbucks in 1992 and over the years served in a number of operational, general management, and finance roles. Mr. Alstead spent more than a decade in Starbucks’ international business, including roles as Senior Leader of Starbucks International, President Europe/Middle East/Africa headquartered in Amsterdam, Chief Operating Officer of Starbucks Greater China, headquartered in Shanghai, and Representative Director of Starbucks Coffee Japan headquartered in Tokyo. Mr. Alstead is also a member of the board of directors of Levi Strauss & Co., Array Technologies, Inc., and OYO Global.
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.
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Mr. Anderson served as the President and Chief Executive Officer of Levi Strauss & Co., a company that designs and markets jeans, casual wear, and related accessories, from 2006 to 2011. Mr. Anderson has wide-ranging expertise in international business matters, merchandising, marketing, and operations. Among other leadership positions in his 30-year career with Levi Strauss & Co., he served as President of the company’s Asia Pacific Division; President of its Global Sourcing Organization; President of Levi Strauss Canada and Latin America; interim President of Levi Strauss Europe; and Vice President of Merchandising and Product Development for the U.S. Mr. Anderson’s decades of service with Levi Strauss & Co. is extremely helpful to the Board in light of the nature of our business.
QUALIFICATIONS:
Spent 30 years in various leadership positions with Levi Strauss & Co., where he gained expertise in developing and marketing consumer products and apparel that have transcended generations, providing him the experience to help grow our connection with our riders and non-riders.
Led multiple international business divisions at Levi Strauss & Co., through which he gained the experience necessary to help us grow the reach and impact of our brand, market share, and profits internationally.
Extensive experience in executive and leadership positions, from which he brings a valuable perspective on the organizational management and governance of complex organizations.



2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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SUMMARY OF 2022 DIRECTOR DIVERSITY
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Mr. Cave served as a Senior Vice President of The Boeing Company, the world’s leading aerospace company and the largest manufacturer of commercial jetliners and military aircraft, from 2010 to 2014. He also served as President of Boeing Capital Corp., a wholly owned Boeing subsidiary that is primarily responsible for arranging, structuring, and providing financing for Boeing’s commercial airplane and space and defense products, from 2010 to 2014. Mr. Cave served as Senior Vice President of Business Development and Strategy for Boeing, as Senior Vice President/Chief Financial Officer of Boeing Commercial Airplanes and as Vice President, Finance for Boeing Information, Space & Defense Systems from 1998 through 2010. Prior to 1998, Mr. Cave held a variety of other assignments across Boeing’s defense and commercial businesses. He was named one of the 100 Most Important Hispanics in Technology and Business by Hispanic Engineer and Information Technology magazine. He also serves as a director of Ball Corporation and served as a director of Esterline Technologies from 2015 to 2019, Aircastle Limited from 2014 to 2020 and Boeing Capital Corp. from 2010 to 2014. He holds a bachelor’s degree in engineering from Purdue University.

QUALIFICATIONS:
Brings experience in business development and strategy roles at The Boeing Company, which enables him to provide guidance to Harley-Davidson regarding its strategic plan.
Served as President of Boeing Capital Corp., providing him with financial services experience and leadership skills that benefit the company as we focus on delivering superior financial returns to shareholders.
Has expertise in leveraging human capital through hiring, retaining, and incentivizing senior personnel at The Boeing Company.
Extensive background in engineering, through which he developed skills and insights that help the company evaluate opportunities in existing product segments and enter new and existing product segments with new technologies.

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Jared D. Dourdeville, 33, is a partner at H Partners Management, LLC ("H Partners"), an independent investment partnership that is a major shareholder of the company. Prior to becoming a partner, Mr. Dourdeville served as a Managing Director from 2018 to January 2022 at H Partners and a Senior Analyst from 2015 to 2018. Prior to joining H Partners, Mr. Dourdeville worked as a Research Associate at Harvard Business School from 2011 to 2013. Mr. Dourdeville has a BA in Engineering with a Specialization in Mechanical Engineering and Materials Science from Harvard University.
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.

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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

 SUMMARY OF 2022 DIRECTOR QUALIFICATIONS
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James “Jim” D. Farley, Jr., 58, has served as President and Chief Executive Officer of Ford Motor Company (“Ford”), 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 previously served as Chief Operating Officer at Ford, where he worked to strengthen Ford’s automotive operations, overseeing all of Ford’s global markets and automotive operations. Among several other roles including President of New Businesses, Technology and Strategy, and Executive Vice President and President of Global Markets, 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 degree in management.
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, market share, 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 to Harley-Davidson regarding its 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 with implementing initiatives designed to leverage an organization's core strengths and deliver superior financial returns to shareholders through his extensive executive experience with a public company.
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Mr. Golston has been President of the United States Program for the Bill & Melinda Gates Foundation, a private foundation that supports initiatives in education, world health and population, and community giving in the Pacific Northwest, since 2006. Mr. Golston served as Chief Financial and Administrative Officer for that foundation from 2000 to 2006. He has held positions as a finance executive with Swedish Health Services in Seattle, Washington, and with the University of Colorado Hospital. Mr. Golston serves on the board of directors of Gates Philanthropy Partners, a non-profit organization. He is also a member of the board of directors of Stryker Corporation, has served on its audit committee, and is currently a member of its nominating and corporate governance committee.
QUALIFICATIONS:
Brings extensive experience working for and investing in organizations focused 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 21 years in executive leadership roles at the Bill & Melinda Gates Foundation where he gained expertise in initiating and leading strategic projects, including opening and operating offices in India and China, providing experience necessary to help guide our strategic plan.
Served in a variety of executive finance roles, including as Chief Financial and Administrative Officer for the Bill & Melinda Gates Foundation, enabling him to make valuable contributions to our Audit and Finance Committee.

2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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SUMMARY OF 2022 DIRECTOR DIVERSITY
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Ms. Levinson is the co-founder and has been a director of Katapult, a digital entertainment company making products for today’s creative generation, since 2013. 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’s degree of business administration from Columbia University and has expertise in marketing and licensing. She is also a member of the board of directors for Macy’s, Inc.
QUALIFICATIONS:
Provides our Board with many years of leadership and corporate governance experience from her service as an executive and board member of several major consumer-focused companies.
Has served in executive and leadership roles at digital and media-based companies, including international companies such as MTV: Music Television, which provides valuable insights to the company as we strengthen our brand experience online.
Brings expertise in marketing and licensing, which helps the company as we seek to maintain and grow our Lifestyle brand.


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Mr. Linebarger is Chairman and Chief Executive Officer of Cummins Inc., which designs, manufactures, distributes and services diesel and natural gas engines, electric power generation systems, and engine-related component products, a position he has held since 2012. Mr. Linebarger served as President and Chief Operating Officer of Cummins from 2008 to 2012. Mr. Linebarger 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’s degree of business administration from the Stanford Graduate School of Business and a master’s degree of 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 (when it was acquired by Reynolds Group Holdings). Since 2020, Mr. Linebarger also serves Chair of the board of directors for the US-China Business Council.

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 Chairman of Cummins Inc.
Brings 20 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.
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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

 SUMMARY OF 2022 DIRECTOR QUALIFICATIONS
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Ms. Sylvester 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 and 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 from 1988 to 2019. Ms. Sylvester holds an undergraduate degree in Procurement and Production Management from Bowling Green State University and an MBA from Cleveland State University. Ms. Sylvester is also a member of the board of directors of Waste Management, Inc. and Vontier Corporation.
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 CEO of GE lighting, which allows her to assess our plans to improve operations and acquire new customers. Brings extensive knowledge regarding marketing at an international company that is consistent with our goal to upgrade 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.
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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. He is also Chair of the Board's Brand and Sustainability Committee.
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 spearheaded and held primary responsibility for the restructuring of PUMA. 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 holds a degree in International Marketing and Finance from the European Business School. Mr. Zeitz is the owner and founder of Segera & Mukenya Limited, is an Advisor of the Cranemere Group Limited, and is on the Board of The B Team, which he co-founded with Sir Richard Branson. He is also Chairman of the Zeitz Foundation and Co-Founder and Co-Chair 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:
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 strive to grow our business.
Served in executive and board leadership positions for over 27 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 products.
Has supported not-for-profit initiatives including serving on the Board of The B Team, an initiative that supports sustainable business practices.
Brings extensive executive experience restructuring and transforming a company into a premium lifestyle brand.


2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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PROPOSALS TO BE VOTED ON
PROPOSAL 2: APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our shareholders may approve, on a non-binding, advisory basis, our Named Executive Officer (“NEO”) compensation as disclosed in accordance with the executive compensation disclosure rules contained in Item 402 of SEC Regulation S-K. At our 2018 Annual Meeting of Shareholders, we held a non-binding, advisory shareholder vote on the frequency of future advisory shareholder votes on the compensation of our NEOs. Our shareholders expressed a preference that advisory shareholder votes on the compensation of our NEOs be held on an annual basis, and as previously disclosed, the Company continued the policy to hold such votes annually. Accordingly, as required by Section 14A of the Securities Exchange Act of 1934, we are asking shareholders to approve, on an advisory basis, the compensation of our NEOs.
The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our NEOs as disclosed in the “Compensation Discussion and Analysis” section and the accompanying executive compensation tables and narrative discussion contained in this Proxy Statement. The Company asks that you support the compensation of our NEOs as so disclosed. Because your vote is advisory, it will not be binding on the Human Resources Committee, the Board, or the Company. However, the Human Resources Committee will review the voting results and consider them when making future decisions regarding executive compensation.
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 the 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 for 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 that drive 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 within a 20% range of the 50th percentile of our compensation peer group for target performance to remain market competitive and to attract and retain top executive talent. However, given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, generally made no changes in executive officer target compensation at the beginning of 2021.

We describe the individual elements that make up our total compensation more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement. We believe our executive compensation program is structured to best support our Company and our business objectives.

Our renewed and revamped organizational structure reinforced our leadership strategy and brought new talent into Harley-Davidson Motor Company, Harley-Davidson Financial Services, and key executive leadership roles at Harley-Davidson, Inc. As a result, we aligned our incentive plans for 2021 to The Hardwire, our 2021-2025 strategic plan.

Given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, the Committee determined that it would generally not make changes in Named Executive Officer target compensation at the beginning of 2021 and that it would allow internal equity among similarly-situated executives and business needs guide other compensation decisions for 2021.

At year-end 2021, driven by our strong performance in 2021, actual results for our 2021 short-term incentive plan were above the maximum performance goal, resulting in a payout to all participants equal to 200% of target. Due to the unforeseen impact of the global pandemic, the level of performance that we achieved with respect to our performance shares for the 2019-2021 performance period was below target, resulting in a payout of 6.25% of target. Notably, Management did not request, and the Human Resources Committee did not contemplate, any adjustment to the calculated award outcome even though the below-threshold result was largely due to the impact of the global pandemic on 2020 results for return on invested capital and cumulative HDI net income.

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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

PROPOSALS TO BE VOTED ON
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On December 1, 2021 we entered into a letter agreement with Mr. Zeitz regarding the terms of his employment as he continues his service as Chief Executive Officer. The Human Resources Committee and the Board believed it was imperative that Mr. Zeitz remain as Chief Executive Officer to provide continuity as we implement The Hardwire.
In developing Mr. Zeitz’s new compensation terms, the Human Resources Committee factored in shareholder feedback, which included a desire for the following: reduction in base salary, more emphasis on variable cash compensation and a long-term performance component. In addition, the Human Resources Committee considered, consistent with its regular practice for compensation decisions affecting executive officers, market compensation data for a peer group of companies selected by the Human Resources Committee. According to this data, we expect Mr. Zeitz’s annualized target compensation to be in a range between the median and the 75th percentile of chief executive officers in our new peer group. For this purpose, annualized target compensation includes one-third of the value of the WIN stock options that we describe below, rather than the full value shown in the summary compensation table, given that the options provide an incentive for Mr. Zeitz to serve the Company during 2022, 2023 and 2024. Negotiations with Mr. Zeitz also influenced the new compensation terms. Although this deviated from our practice of setting compensation within a 20% range of the 50th percentile of our compensation peer group, the Committee concluded doing so was appropriate given its belief and that of the Board that it is imperative that Mr. Zeitz remain as Chief Executive Officer to provide continuity to Harley-Davidson as the Company continues to implement The Hardwire.
Most of the compensation changes that the letter agreement contemplates became effective January 1, 2022. However, on December 1, 2021, Mr. Zeitz received an award of options to purchase 500,000 shares of our common stock, which we have called the WIN stock options. As we explain more fully in the “Compensation Discussion and Analysis” section, the WIN stock options will vest only if stock price performance goals and continued service thresholds are met. We use the term "WIN" to signify that if the share price meets the threshold for these options to vest, then all parties win, the Company and shareholders.
Accordingly, for the reasons we discuss above, the Board recommends that shareholders vote in favor of the compensation of our NEOs as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion.
As required by Section 14A of the Securities Exchange Act of 1934, we are providing our shareholders with the opportunity to approve, on an advisory basis, the compensation of our NEOs as described in this Proxy Statement. While this "say-on-pay" vote is a non-binding, advisory vote, the Human Resources Committee carefully reviews and considers the voting results when making future decisions regarding our executive compensation program. The Company currently holds advisory votes on the compensation of NEOs annually, and the next such advisory vote is expected to be held at the 2023 Annual Meeting of Shareholders.
The votes cast “for” this proposal must exceed the votes cast “against” this proposal for approval of the compensation of our NEOs, assuming that a quorum is present. For purposes of determining the vote regarding this proposal, abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of “votes cast.” Proxies solicited by the Board will be voted “FOR” approval of the compensation unless a shareholder specifies otherwise.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE ACCOMPANYING COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED IN THIS PROXY STATEMENT.
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PROPOSALS TO BE VOTED ON
PROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, an independent registered public accounting firm, performed an audit of our consolidated financial statements for the fiscal year ended December 31, 2021 and the effectiveness of our internal control over financial reporting as of December 31, 2021. The Audit and Finance Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditors retained to audit our financial statements. The Audit and Finance Committee selected Ernst & Young LLP to serve as our independent registered public accounting firm for the 2022 fiscal year, and the Audit and Finance Committee is presenting this selection to shareholders for ratification. Ernst & Young LLP has served as our independent auditor since 1982. Representatives of Ernst & Young LLP will be present at the Annual Meeting to respond to shareholders' questions and to make a statement, if they so desire.
If, prior to the Annual Meeting, Ernst & Young LLP declines to act as our independent registered public accounting firm or the Audit and Finance Committee does not want to use Ernst & Young LLP as our independent registered public accounting firm, the Audit and Finance Committee will appoint another independent registered public accounting firm. The Audit and Finance Committee will present any new independent registered public accounting firm for the shareholders to ratify at the Annual Meeting. If the shareholders do not ratify the engagement of Ernst & Young LLP at the Annual Meeting, then the Audit and Finance Committee will reconsider its selection of Ernst & Young LLP.
To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, the votes cast “for” this proposal must exceed the votes cast “against” it. For purposes of determining the vote regarding this proposal, abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of “votes cast.” Unless you specify otherwise in your proxy, the persons you have appointed will vote your shares “FOR” ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
During the fiscal year ended December 31, 2021, we hired Ernst & Young LLP to perform the annual audit and to provide audit-related and tax services. The Audit and Finance Committee Charter requires that the Audit and Finance Committee pre-approve all Ernst & Young LLP services. The Audit and Finance Committee also pre-approved all fees that we incurred for services that Ernst & Young LLP provided. The fees we incurred for services that Ernst & Young LLP provided during the past two years are listed in the following table.
FEES PAID TO ERNST & YOUNG LLP20212020
Audit fees$4,366,900 $3,247,400 
Audit-related fees$270,400 $311,500 
Tax fees$261,700 $1,034,000 
All other fees$— $— 
$4,899,000 $4,592,900 
Audit fees included fees for the audit of our consolidated financial statements and our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. This category also includes fees for audits of subsidiaries of the Company and audits provided in connection with government filings or services that generally only the principal auditor can reasonably provide to a client, such as comfort letters, procedures related to debt financing, consents, and reviews of documents that we file with the SEC. Audit-related services included audits of employee benefit plans and consultation on accounting and internal control matters. Tax services included tax advice, planning, compliance, and transaction consulting.
To assure continuing external auditor independence, the Audit and Finance Committee and its Chair considers whether there should be a regular rotation of the independent external audit firm, reviews and evaluates the lead audit partner and his or her team, and ensures the rotation of the lead audit partner and other audit personnel as required by applicable laws and regulations. The Audit and Finance Committee has procedures for pre-approving all audit and non-audit services that the independent registered public accounting firm provides. These procedures include reviewing and approving the services and a budget for audit and permitted non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and that we anticipate at the time we prepare the budget. In addition, the Audit and Finance Committee has established a policy that the fees we pay for non-audit services must be less than the fees we pay for audit and audit-related services. Audit and Finance Committee approval is required to exceed the budget amount for a particular category of non-audit services and to engage the independent registered public accounting firm for any non-audit services not included in the budget. For both types of pre-approval, the Audit and Finance Committee considers whether the services are consistent with the SEC’s rules on auditor independence. The Audit and Finance Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service. The Audit and Finance Committee may delegate pre-approval authority to one or more members of the Audit and Finance Committee. The Audit and Finance Committee monitors the services that our independent registered public accounting firm provides and the actual fees we paid to the independent registered public accounting firm to ensure that the services are within the parameters that the Audit and Finance Committee has approved.
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PROPOSALS TO BE VOTED ON
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The members of the Audit and Finance Committee and the Board believe the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the Company and its shareholders.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

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PROPOSALS TO BE VOTED ON
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE HARLEY-DAVIDSON INC, 2020 INCENTIVE STOCK PLAN TO INCREASE THE AUTHORIZED NUMBER OF SHARES UNDER THE PLAN
We are seeking shareholder approval for an amendment (the “Plan Amendment”) to the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “2020 Plan”) to increase the authorized number of shares of our common stock by 3.3 million, bringing the total number of shares authorized under the 2020 Plan since its adoption to 8.7 million. The Board approved this request on March 11, 2022, subject to shareholder approval. If shareholders approve the Plan Amendment, we will have 5.2 million shares available for future grants under the 2020 Plan as of May 12, 2022.
A copy of the 2020 Incentive Stock Plan as it is proposed to be amended is attached to this Proxy Statement as Appendix A. Shareholders have previously approved the 2020 Plan and similar stock incentive plans in the past, including in 2004, 2009 and 2014.
At the Annual Meeting, we are also seeking shareholder approval for an equity plan that would enable us to make an aspirational equity awards grant to our CEO and a select group of executive leaders (the "Aspirational Incentive Plan Proposal"). The Aspirational Incentive Plan Proposal is separate from this proposal seeking approval of the Plan Amendment. The Aspirational Incentive Plan Proposal would authorize the Company to issue shares to employees under equity awards in addition to the shares that shareholders would authorize the Company to issue if shareholders approve the Plan Amendment. As noted, this is a separate proposal and is to be voted on separately and can be found in Proposal 5 of this Proxy Statement.
Summary of Proposal. Two critical objectives of our compensation strategy are to reward employees for shareholder value creation and to align the interests of shareholders and employees. Stock-based incentive awards are a key component of our efforts to achieve these two objectives. In addition, stock-based incentives provide a valuable tool to attract and retain outstanding employees.
We have used the current 2020 Plan to provide equity incentive awards to employees over the last two years after shareholders approved it in 2020. Prior to providing awards under the 2020 Plan, we provided equity incentive awards under the Harley-Davidson, Inc. 2014 Incentive Stock Plan (the “2014 Plan” and, together with the 2020 Plan, the “Existing Equity Plans”). Beginning in 2022, to provide competitive incentive awards to employees, and to continue to expand off of our Hardwire broad-based equity grant in which we made all employees owners (but international employees received cash-based awards tied to the value of our stock because we have not provided equity for administrative and compliance reasons), an increase in our share authorization is necessary. All awards granted under any of the Existing Equity Plans that are still outstanding upon the approval of the Plan Amendment will remain outstanding and will continue to be subject to all of the terms and conditions of the applicable plan.
While we believe our current compensation program provides competitive opportunities and a valuable way to align the interests of employees and shareholders, we also recognize that the external environment for compensation continues to change. Thus, we will continue to evaluate our compensation strategy and program to ensure they continue to provide a competitive opportunity and to align the interests of shareholders and employees. The 2020 Plan is designed with maximum flexibility to grant stock options, stock appreciation rights, performance shares, performance units, shares of our common stock, restricted stock, restricted stock units or other equity-based vehicles (each of which we refer to as an “Award”), while maintaining limits that attempt to ensure shareholder dilution levels continue to remain at or below those of comparable companies.
Effect of Proposal on Existing Equity Plan. The 2020 Plan had an aggregate of approximately 1.9 million shares of common stock available for future equity grants as of March 11, 2022. All awards that we granted under the Existing Equity Plans that are outstanding as of the date that shareholders approve the Plan Amendment will remain outstanding and will continue to be governed by the Existing Equity Plans. As of March 11, 2022, there were 942,170 shares of common stock subject to outstanding options and stock appreciation rights, 2,024,666 shares subject to restricted stock or restricted stock unit awards and 237,802 shares subject to performance share awards that had not vested or been earned under the Existing Equity Plans. The options had a weighted average exercise or strike price of $47.67 and a weighted average term of 5.83 years.
We also maintain the Amended and Restated Harley-Davidson, Inc. Director Stock Plan (the “Director Stock Plan”) under which we provide compensation to non-employee Directors in the form of common stock or share units. As of March 11, 2022, there were 264,214 shares of common stock subject to outstanding awards under the Director Stock Plan and 119,968 shares of common stock available for future equity grants. The approval of the Plan Amendment will have no effect on the Director Stock Plan.
If the Plan Amendment is not approved, then the 2020 Plan will remain in effect in accordance with its terms. However, there will be insufficient shares available under the 2020 Plan to make annual or retention awards to executives and key employees or to provide grants to new hires. In this event, the Human Resources Committee of the Board would be required to modify its compensation philosophy and devise other means of compensation to attract, retain and compensate our executives and key employees.
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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

PROPOSALS TO BE VOTED ON
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Authorized Shares, Stock Price, Dilution and Burn Rate. The Restated Articles authorize the issuance of 800,000,000 shares of common stock. There were 151,731,809 shares of our common stock issued and outstanding as of March 4, 2022, and the market value of a share of our common stock as of that date was $38.95.
In determining the amount of the increased share authorization sought under the 2020 Plan, the Board considered the potential dilution represented by the shares currently subject to the 2020 Plan and the shares to be subject to the 2020 Plan. The total number of shares of our common stock available under the 2020 Plan and subject to outstanding awards under the 2020 Plan as of March 4, 2022, plus the total number of shares to be reserved under the 2020 Plan, would have represented approximately 5.3% of our issued and outstanding shares as of March 4, 2022.
The Board also considered our historical burn rate. Burn rate is calculated as the sum of restricted stock units granted, performance share units earned and stock options granted during a period divided by the weighted average ordinary shares outstanding during the same period. A calculation of our burn rate for fiscal year 2021, 2020 and 2019 is below:

Fiscal Year
Restricted Stock/Restricted Stock Units Granted
Performance Shares Earned
Stock Options/Stock Appreciation Rights Granted
Weighted Average Shares outstanding
Burn Rate
20214,281,1830500,000153,747,0003.1%
20202,506,12439,342153,186,0001.6%
20192,511,499183,162157,054,0001.7%

Administration. The 2020 Plan is administered by: (1) the Human Resources Committee of the Board; (2) a successor committee to the Human Resources Committee with the same or similar authority; (3) to the extent permitted by law, such other committee as the Board or the Committee may designate; or (4) to the extent permitted by law, the Chief Executive Officer of the Company (we refer to these potential administrators in this Proposal 4 as the “Plan Committee”).
The Plan Committee has full authority to interpret and administer the 2020 Plan to carry out the provisions and purposes of the 2020 Plan. The Plan Committee has the authority to determine those persons eligible to receive Awards and to establish the terms and conditions of any Awards.
Eligibility. Awards may be made to any officer or other employee of the Company or any of its affiliates or any individual that the Company or any of its affiliates has engaged to become an officer or other employee. As of March 11, 2022, there were approximately 5,200 employees of the Company and its affiliates eligible to participate in the 2020 Plan. The number of eligible officers and employees may increase or decrease over time. The selection of the participants is based upon the Plan Committee’s opinion that the participant is in a position to contribute materially to our continued growth and development and to our long-term financial success.
Types of Awards. The 2020 Plan provides for grants of stock options, stock appreciation rights, performance shares, performance units, shares of our common stock, restricted stock, restricted stock units, EIP shares (as defined below) and dividend equivalent units, whether granted singly or in combination (except that dividend equivalent units may not be granted in tandem with awards providing stock options or stock appreciation rights), pursuant to which shares of our common stock, cash or other property may be delivered to the Award recipient.
Options. An option is the right to purchase shares of our common stock at a specified exercise price for a specified period of time. The per share exercise price will be determined by the Plan Committee, provided that the exercise price generally may not be less than the fair market value of the underlying shares of common stock on the date of grant. The Plan Committee determines the date after which options may be exercised in whole or in part, the date on which each option expires, which, in most cases, cannot be more than ten years from the date of grant, and the terms and conditions upon which the stock option may be exercised. Exercise of the option may be conditioned upon achievement of one or more performance goals (as defined below). Unless the Plan Committee provides otherwise in an Award agreement or in rules and regulations, an option, or portion thereof, will be exercised by delivery of a written notice of exercise to us or our designee and provision in a manner acceptable to the Plan Committee for payment of the full exercise price of the shares being purchased under the option and any withholding taxes due on exercise. The Plan Committee also determines whether the option is an “incentive stock option,” which meets the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or a “nonqualified stock option” which does not meet the requirements of Code Section 422.
Stock Appreciation Rights. A stock appreciation right is a contractual right granted to the participant to receive, either in cash or shares of our common stock, an amount equal to the appreciation of one share of our common stock from the date of grant. Stock appreciation rights may be granted as freestanding Awards or in tandem with stock options. Unless otherwise determined by the Plan Committee, if a stock appreciation right is granted in relation to an option, the terms and conditions regarding the timing of exercise and maturity applicable to the stock appreciation right will be based on the terms and conditions applicable to the option. A stock appreciation right granted in relation to an option may only be exercised upon surrender of the right to
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PROPOSALS TO BE VOTED ON
exercise such option for an equivalent number of shares. Likewise, an option granted in relation to a stock appreciation right may only be exercised upon surrender of the right to exercise such stock appreciation right for an equivalent number of shares.
Performance Shares. A performance share is a right to receive shares of our common stock to the extent that performance goals set by the Plan Committee are met during a specified performance period. Subject to the terms of the 2020 Plan, the Plan Committee will determine all terms and conditions of each Award of performance shares. However, any dividends or dividend equivalents relating to performance shares are held in escrow or otherwise deferred and are subject to the same terms and conditions (including vesting or performance conditions) as the performance shares to which they relate.
Performance Units. A performance unit is a right to receive a payment valued in relation to a unit that is equal in value to the fair market value of one or more shares of our common stock, to the extent that performance goals set by the Plan Committee are met during a specified performance period. Subject to the terms of the 2020 Plan, the Plan Committee determines all terms and conditions of each Award of performance share units. However, any dividend equivalents relating to performance units are held in escrow or otherwise deferred and are subject to the same terms and conditions (including vesting or performance conditions) as the performance units to which they relate.
Restricted Stock. A restricted stock award is an award of shares of our common stock that are subject to a risk of forfeiture and/or restrictions on transfer. The Plan Committee specifies the conditions for the risk of forfeiture or restrictions on transfer to lapse, including the completion of a period of service and/or the achievement or partial achievement of specified performance goals. However, any dividends relating to restricted stock are held in escrow or otherwise deferred and are subject to the same terms and conditions (including vesting or performance conditions) as the restricted stock to which they relate.
Restricted Stock Units. A restricted stock unit is a right to receive cash and/or shares of our common stock with a fair market value that is valued in relation to a unit that has a value equal to the fair market value of a share of our common stock. A restricted stock unit is subject to vesting restrictions. The Plan Committee specifies the conditions on vesting, including the passage of time or specified performance goals, or both. In general, if an award of restricted stock units requires the achievement of specified performance goals, then the period to which those objectives relate must be at least one year in length. Restricted stock units may include dividend equivalent rights, but any such dividend equivalents are held in escrow or otherwise deferred and are subject to the same terms and conditions (including vesting or performance conditions) as the restricted stock units to which they relate.
Shares of Common Stock. An award of shares of our common stock is an award of shares that are not subject to a risk of forfeiture or other restrictions.
Employee Incentive Plan Shares. Employee Incentive Plan ("EIP") shares are shares of our common stock delivered in payment or partial payment of an award under the Harley-Davidson, Inc. Employee Incentive Plan or other of our or our affiliates’ incentive plans that the Plan Committee designates from time to time.
Dividend Equivalent Units. A dividend equivalent unit represents a right to receive an amount equal to all or any portion of the cash dividends that would be paid on a specified number of shares of our common stock if such shares were owned by the Award recipient. Dividend equivalent units may not be granted in tandem with Awards of options or stock appreciation rights, and are subject to the same terms and conditions (including vesting or performance conditions) that apply to the Awards with respect to which they are granted.
Minimum Vesting Period. All Awards granted under the 2020 Plan that may be settled in shares must have a minimum vesting period of one year from the date of grant, except that the minimum vesting period will not apply to awards with respect to up to five percent of the share reserve. The Plan Committee may accelerate the vesting of an Award or deem an Award to be earned, in whole or in part, upon any event as determined by the Plan Committee in its sole and absolute discretion.
Shares Subject to the 2020 Plan. The total number of shares of our common stock authorized for issuance under the 2020 Plan as originally approved was 5.4 million, all of which could be issued upon the exercise of incentive stock options. If the Plan Amendment is approved, then the total number of shares of our common stock authorized for issuance under the 2020 Plan will be increased to 8.8 million.
If: (1) an Award lapses, expires, terminates or is canceled without the issuance of shares under the Award; (2) the Plan Committee determines during or at the conclusion of the term of an Award that all or some portion of the shares with respect to which the Award was granted will not be issued on the basis that the conditions for such issuance will not be satisfied; (3) shares are forfeited under an Award; or (4) shares are issued under any Award and we subsequently reacquire them pursuant to rights reserved upon the issuance of the shares, then such shares will be re-credited to the 2020 Plan’s reserve and will again be available for new Awards under the 2020 Plan.
Any such re-credited shares may not, however, be issued pursuant to incentive stock options. Moreover, in no event will the following shares be re-credited to the 2020 Plan’s reserve: shares tendered or withheld in payment of the exercise price of an outstanding option or as a result of the net settlement of an outstanding stock appreciation right; shares tendered or withheld to satisfy federal, state or local tax withholding obligations; and shares purchased by us using proceeds from option exercises.
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PROPOSALS TO BE VOTED ON
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Performance Goals and Individual Award Limits. For purposes of the 2020 Plan, performance goals mean any objective or subjective goals the Plan Committee establishes with respect to an Award. To the extent a performance goal relates to an Award that is intended to qualify as performance based compensation under Section 162(m) of the Code as in effect prior to the enactment of the Tax Cuts and Jobs Act for purposes of any state laws that incorporate, refer to or are based on such provisions, the performance goal must relate to one or more of the items described in the following sentence for such period as the Plan Committee specifies and, unless otherwise determined by the Plan Committee upon the grant of the award, will be determined excluding the “excluded items” described below. Examples of performance goals include, without limitation, sales or other revenues, cost of goods sold, gross profit; expenses or expense or cost reductions; income or earnings, including net income, income from operations; income before interest and the provision for income taxes; income before provision for income taxes; margins; working capital or any of its components, including accounts receivable, inventories or accounts payable; assets or productivity of assets; return on shareholders equity, capital, assets or other financial measure that appears on our financial statements or is derived from one or more amounts that appear on our financial statements; stock price; dividend payments; economic value added, or other measure of profitability that considers the cost of capital employed; cash flow; debt or ratio of debt to equity or other financial measure that appears on our financial statements or is derived from one or more amounts that appear on our financial statements; net increase (decrease) in cash and cash equivalents; customer satisfaction; market share; product quality; new product introductions or launches; sustainability, including energy or materials utilization; business efficiency measures; retail sales; or safety; in each case as determined for us on a consolidated basis, for any one or more of our affiliates, divisions or business units. Performance goals also may include earnings per share on a consolidated basis and total shareholder return. To the extent a performance goal relates to an Award that is not intended to qualify as performance based compensation under Section 162(m) of the Code as in effect prior to the enactment of the Tax Cuts and Jobs Act, the performance goal may, but is not required to, relate to one or more of the items described above, and the Plan Committee may also establish other performance goals not listed in the 2020 Plan.
For purposes of the 2020 Plan, “excluded items” means any (1) charges for reorganizing and restructuring, (2) discontinued operations, (3) asset write-downs, (4) gains or losses on the disposition of a business or business segment or arising from the sale of assets outside the ordinary course of business, (5) changes in tax or accounting principles, regulations or laws, (6) extraordinary, unusual, transition, one-time and/or non-recurring items of gain or loss, and (7) mergers, acquisitions or dispositions, that in each case we identify in our audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of our annual report on Form 10-K.
With respect to any Awards that are intended to constitute performance-based compensation under Section 162(m) of the Code as in effect prior to the enactment of the Tax Cuts and Jobs Act for purposes of any state laws that incorporate, refer to or are based on such provisions, the limits in the following sentence will apply. Subject to the 2020 Plan’s adjustment provisions, no participant may be granted awards that could result in such participant receiving in a calendar year:
(1) options for and/or stock appreciation rights with respect to more than 1,500,000 shares of our common stock;
(2) shares of our common stock, restricted stock and/or restricted stock units relating to more than 500,000 shares of our common stock; or
(3) performance shares and/or performance units relating to more than 500,000 shares of our common stock
Transferability Restrictions. Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Plan Committee allows a participant to designate a beneficiary to exercise the Award after the participant’s death or transfer an Award. In no event will options be transferable to third-party financial institutions.
Termination of Employment. The Plan Committee generally specifies in individual Award agreements under the 2020 Plan the treatment of each Award upon the participant’s termination of employment. With respect to options, unless the Plan Committee provides otherwise, in the event of a participant’s termination of employment for reason other than retirement, disability or death, the portion of any outstanding option that is not vested will terminate on the date the participant’s employment terminated and the participant will have until the earlier of the option’s termination date or 90 days from the date of his or her termination of employment to exercise the vested but un-exercised portion of the option. In the event of a participant’s retirement or disability, any outstanding option will in general be exercisable by the participant until the earliest of the option’s termination date, the death of the participant (or a later date up to one year after the death of the participant as the Plan Committee may provide), the third anniversary of the date of the participant’s termination of employment (in the event of retirement) or the first anniversary of the date of the participant’s termination of employment (in the event of disability). In the event of a participant’s death, any outstanding option may generally be exercisable by his or her beneficiary at any time prior to the earlier of the option’s termination date or the first anniversary of the date of the participant’s death.
The Plan Committee will determine whether all or a portion of the performance goals subject to a performance share or performance unit award are deemed to be achieved upon a participant’s retirement, death or disability, or whether all or any portion of the restrictions imposed on a restricted stock or restricted stock unit award will be accelerated upon a participant’s retirement, death or disability.
If any participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required to avoid the income inclusion, interest and
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PROPOSALS TO BE VOTED ON
additional tax imposed by Code Section 409A, any payment made to the participant on account of the separation from service will not be made before a date that is six months after the date of the separation from service.
Adjustment in Capitalization. If an “adjustment event” occurs, the Plan Committee, in its sole discretion and to the extent it does not violate Section 422(b) of the Code, shall adjust appropriately:
(1) the number and the type of shares of our stock available for Awards;
(2) the number and the type of shares of our stock subject to or underlying outstanding Awards;
(3) the grant, purchase or exercise price of Awards; and
(4) the performance goals with respect to Awards
In the case of any adjustment event, the Plan Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Plan Committee and provide that options or stock appreciation rights, the exercise or grant price of which does not exceed the fair market value of a share of our common stock, be cancelled without consideration effective at such time as the Plan Committee specifies.
For purposes of the 2020 Plan, an “adjustment event” means: (i) we are involved in a merger or other transaction in which shares of our stock are changed or exchanged; (ii) we subdivide or combine shares of our stock or declare a dividend payable in shares of our common stock, other securities (other than stock purchase rights associated with shares of our common stock, if any), or other property; (iii) we effect a cash dividend exceeding 15% of the trading price of the shares of our common stock at the time the dividend is declared or any other dividend or distribution on the shares in the form of cash, or a repurchase of shares, that the Board determines by resolution is special or extraordinary in nature or this is in connection with a transaction that we characterize publicly as a recapitalization or reorganization involving shares of our common stock; or (iv) any other event occurs which, in the judgment of the Plan Committee, necessitates an adjustment to prevent dilution or enlargement of the benefits intended to be made available under the 2020 Plan.
Change of Control. Unless the Plan Committee provides for a more favorable result or determines that outstanding equity-based Awards will be honored or assumed or substituted for in the change of control on the terms described in the 2020 Plan, in the event of a change of control of the Company, the following provisions apply:
(1) each holder of an option or stock appreciation right will have the right at any time to exercise the option or stock appreciation right in full whether or not the option or stock appreciation right was exercisable before the change of control event;
(2) restricted stock and restricted stock units that are not subject to performance goals and are not vested will vest, and any period of forfeiture or restrictions to which restricted stock and restricted stock units are subject will lapse upon the date of the change of control;
(3) each holder of a performance share and/or a performance unit (and/or any restricted stock and restricted stock units that are subject to performance goals) for which the performance period has not expired will become vested in an amount equal to the product of the value of the performance share and/or performance unit assuming achievement of the applicable performance goal at the greater of the target performance level or the rate of actual performance through the date of the change of control projected through the end of the performance period and a fraction the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to which the Award is subject to the date of the change of control and the denominator of which is the number of whole months in the performance period; and
(4) all dividend equivalent units that were awarded in connection with another Award will vest.
For purposes of the 2020 Plan, a “change of control” includes any of the following events:
(1) continuing directors (any person who was either a director on the date of the Annual Meeting or was a member of the Board whose election or nomination to the Board was approved by a vote of at least two-thirds (2/3) of the continuing directors (other than a person whose election was as a result of an actual or threatened proxy or other control contest)) no longer constitute at least a majority of the directors serving on the Board;
(2) any person or group, together with its affiliates, becomes a beneficial owner of 20% or more of our outstanding common stock or 20% or more of the voting power of our outstanding common stock; or
(3) the consummation of a merger or consolidation of the Company with another corporation, the sale of substantially all of the Company’s assets or the liquidation or dissolution of the Company, unless in the case of a merger or consolidation, the continuing directors constitute at least a majority of the directors serving on the board of directors of the survivor of such merger.
Term of the 2020 Plan; Termination of or Changes to the 2020 Plan. If the Plan Amendment is approved by our shareholders, the 2020 Plan will remain in effect until the tenth anniversary of the date of such approval unless earlier terminated by the Board.
The Board or the Committee may amend, alter, suspend, discontinue or terminate the 2020 Plan at any time, subject to the following limitations:
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PROPOSALS TO BE VOTED ON
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(1) the Board must approve any amendment of the 2020 Plan to the extent the Company determines such approval is required by: (A) action of the Board, (B) applicable corporate law, or (C) any other applicable law;
(2) shareholders must approve any amendment of the 2020 Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Securities Exchange Act of 1934, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which our stock is then traded or (D) any other applicable law; and
(3) shareholders must approve any of the following amendments: (A) an amendment to materially increase the number of shares reserved under the 2020 Plan or the number of shares to which participants are limited as noted above (except as provided under the “adjustment event” provisions noted above); or (B) an amendment to the provisions in the 2020 Plan prohibiting repricing.
Repricing Prohibited. Except in connection with a corporate transaction involving the Company, we may not, without obtaining shareholder approval: (1) amend the terms of outstanding options or stock appreciation rights to reduce the exercise price of such outstanding options or stock appreciation rights, (2) cancel outstanding options or stock appreciation rights in exchange for options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights, or (3) cancel outstanding options or stock appreciation rights with an exercise price above the current price of our common stock in exchange for cash or other securities.
New Plan Benefits; Stock Price. We cannot currently determine the Awards that may be granted under the 2020 Plan in the future. The Plan Committee will make such determinations from time to time. Directors and other persons who are not employees of the Company and who are not engaged to become employees of the Company are not eligible to receive awards under the 2020 Plan. The closing price of our common stock on the New York Stock Exchange was $38.80 per share on March 10, 2022.
Certain U.S. Federal Tax Implications.
Options. The grant of a stock option creates no income tax consequences to the Company or the participant. A participant who is granted a non-qualified stock option will generally recognize ordinary compensation income at the time of exercise in an amount equal to the excess of the fair market value of our common stock at such time over the exercise price. The Company will generally be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the participant. Upon the participant’s subsequent disposition of the shares of our common stock received with respect to such stock option, the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the sale differs from the tax basis, the fair market value of our common stock on the exercise date.
In general, a participant will recognize no income or gain as a result of exercise of an incentive stock option (except that the alternative minimum tax may apply). Except as described below, the participant will recognize a long-term capital gain or loss on the disposition of our common stock acquired pursuant to the exercise of an incentive stock option and the Company will not be allowed a deduction. If the participant fails to hold the shares of our common stock acquired pursuant to the exercise of an incentive stock option for at least two years from the grant date of the incentive stock option and one year from the exercise date, then the participant will recognize ordinary compensation income at the time of the disposition equal to the lesser of (a) the gain realized on the disposition, or (b) the excess of the fair market value of the shares of common stock on the exercise date over the exercise price. The Company will generally be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the participant. Any additional gain realized by the participant over the fair market value at the time of exercise will be treated as a capital gain.
Stock Appreciation Rights. The grant of a stock appreciation right will create no income tax consequences to the Company or the participant. Upon the exercise or maturity of a stock appreciation right, the participant will recognize ordinary income equal to the amount of cash and the fair market value of any shares received. The Company will generally be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. If shares are delivered under the stock appreciation right, upon the participant’s subsequent disposition of the shares, the participant will recognize capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the disposition differs from the shares’ tax basis, i.e., the fair market value of the shares on the date the participant received the shares.
Performance Shares. The grant of performance shares will create no income tax consequences for the Company or the participant. Upon the participant’s receipt of shares at the end of the applicable performance period, the participant will recognize ordinary income equal to the fair market value of the shares received, except that if the participant receives shares of restricted stock in payment of performance shares, recognition of income may be deferred in accordance with the rules applicable to restricted stock as described below. In addition, the participant will recognize ordinary compensation income equal to the dividend equivalents, if any, paid on performance shares. The Company will generally be entitled to a deduction in the same amount and at the same time as income is recognized by the participant. Upon the participant’s subsequent disposition of the shares, the participant will recognize capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the disposition differs from the shares’ tax basis, the fair market value of the shares on the date the participant received the shares.
Performance Units and Restricted Stock Units. The grant of a performance unit or restricted stock unit will create no income tax consequences to the Company or the participant. Upon the participant’s receipt of cash and/or shares at the end of the
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PROPOSALS TO BE VOTED ON
applicable performance or vesting period, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received, and the Company will be entitled to a corresponding deduction in the same amount and at the same time. If performance units are settled in whole or in part in shares, upon the participant’s subsequent disposition of the shares the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized upon disposition differs from the shares’ tax basis, the fair market value of the shares on the date the employee received the shares.
Restricted Stock. Generally, a participant will not recognize income and the Company will not be entitled to a deduction at the time an award of restricted stock is made, unless the participant makes the election described below. A participant who has not made such an election will recognize ordinary income at the time the restrictions on the stock lapse in an amount equal to the fair market value of the restricted stock at such time. The Company will generally be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. Any otherwise taxable disposition of the restricted stock after the time the restrictions lapse will result in a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the sale differs from the tax basis, i.e., the fair market value of our common stock on the date the restrictions lapse. Dividends paid in cash and received by a participant prior to the time the restrictions lapse will constitute ordinary income to the participant in the year paid and the Company will generally be entitled to a corresponding deduction for such dividends. Any dividends paid in stock will be treated as an award of additional restricted stock subject to the tax treatment described herein.
A participant may, within 30 days after the date of the award of restricted stock, elect to recognize ordinary income as of the date of the award in an amount equal to the fair market value of such restricted stock on the date of the award (less the amount, if any, the participant paid for such restricted stock). If the participant makes such an election, then the Company will generally be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. If the participant makes the election, then any cash dividends the participant receives with respect to the restricted stock will be treated as dividend income to the participant in the year of payment and will not be deductible by the Company. Any otherwise taxable disposition of the restricted stock (other than by forfeiture) will result in a capital gain or loss. If the participant who has made an election subsequently forfeits the restricted stock, then the participant will not be entitled to deduct any loss. In addition, the Company would then be required to include as ordinary income the amount of any deduction the Company originally claimed with respect to such shares.
Dividend Equivalent Units. The grant of dividend equivalent units will create no income tax consequences to the Company or the participant at the time the dividend equivalent is credited to the participant. Upon the participant’s receipt of cash and/or shares at the end of the applicable performance or vesting period, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received, and the Company will be entitled to a corresponding deduction in the same amount and at the same time. If dividend equivalent units are settled in whole or in part in shares, upon the participant’s subsequent disposition of the shares the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized upon disposition differs from the shares’ tax basis, the fair market value of the shares on the date the employee received the shares.
Section 162(m) Limit on Deductibility of Compensation. Code Section 162(m) limits the deduction we can take for compensation we pay to our covered employees (generally employees who have served as our Chief Executive Officer or Chief Financial Officer or who have been one of our other three other highest paid officers) to $1,000,000 per year per individual.
Section 280G Limit. Unless any agreement between us and a participant provides for a payment by us to the participant to cover the excise taxes due by the participant upon receipt of an excess parachute payment within the meaning of Code Section 280G, if the receipt of any payment by a participant in connection with a change of control would result in the payment by the participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the 2020 Plan generally provides that the amount of the payment will be reduced to the extent required to prevent the imposition of the excise tax. We currently do not have any agreements with our executive officers providing for a payment by us to cover such excise taxes.
Withholding. The Company is entitled to withhold the amount of any tax attributable to any amount payable or shares of our common stock deliverable under the 2020 Plan, and the Company may defer making payment or delivery if any such tax may be pending, unless the Company is indemnified to its satisfaction. If shares of our common stock are deliverable on exercise or payment of an award, then the Plan Committee may permit a participant to satisfy all or a portion of the federal, state and local withholding tax obligations arising in connection with such award by electing to: (1) have the Company withhold shares otherwise issuable under the award; (2) tender back shares received in connection with such award; or (3) deliver other previously owned shares, in each case having a fair market value equal to the amount to be withheld. The election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Plan Committee requires.
No Guarantee of Tax Treatment. Notwithstanding any provision of the 2020 Plan, the Company does not guarantee that (1) any Award intended to be exempt from Code Section 409A is so exempt, (2) any Award intended to comply with Code Section 409A or Code Section 422 does so comply, or (3) any Award will otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any of its affiliates be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.
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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

PROPOSALS TO BE VOTED ON
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Equity Compensation Plan Information. The following table provides information about the Company’s equity compensation plans (including individual compensation arrangements) as of December 31, 2021:
Plan CategoryNumber of securities to be issued upon the exercise of outstanding optionsWeighted-average exercise price of outstanding optionsNumber of securities remaining available for future issuance under equity compensation plans
(excluding securities reflected in the first column)
Plan approved by shareholders:
Management employees992,824 $47.89 2,845,650 
Plan not approved by shareholders:
Non-employee Board of Directors— $— 119,968 
992,824 2,965,618 
Documents for our equity compensation plans have been filed with the Securities and Exchange Commission on a timely basis and included in the list of exhibits to our most recent annual report on Form 10-K.
Vote Requirement. The affirmative vote of a majority of the votes cast on the proposal at the 2022 Annual Meeting is required for approval of the Plan Amendment. For purposes of determining the vote regarding this proposal, abstentions and broker non-votes will have no impact on the vote. Proxies solicited by the Board will be voted “FOR” approval of the Plan Amendment unless a shareholder specifies otherwise.



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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL AMENDMENT TO THE OF AN INCREASED SHARE AUTHORIZATION UNDER THE HARLEY-DAVIDSON, INC. 2020 INCENTIVE STOCK PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES UNDER THE PLAN
















2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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PROPOSALS TO BE VOTED ON
PROPOSAL 5: TO APPROVE THE 2022 ASPIRATIONAL INCENTIVE STOCK PLAN
We are seeking shareholder approval for an Aspirational Incentive Plan (the “AIP”) authorizing the grant to our President and Chief Executive Officer and a small group of other executive leaders of up to 3.0 million aspirational performance shares or performance share units (“Performance Shares”) relating to our common stock, contingent upon achievement of specific stock price thresholds. Up to 1.5 million of the Performance Shares would be granted to our President and Chief Executive Officer, and up to an aggregate 1.5 million Performance shares would be granted to the small group of other executive leaders.
The AIP was initially recommended by H Partners – a significant shareholder with Board representation – with the goal of enacting an aspirational plan to incentivize exceptional performance that is highly aligned with shareholder outcomes. Participants would earn shares of stock under the Performance Shares only to the extent the aspirational share price goals listed in the table below are achieved by December 31, 2025. The stock price targets are materially higher than both the current stock price and, we believe, current investor expectations for the period through that date. If the stock price criteria are met, 50% of the associated Performance Shares will be deemed vested immediately upon the Human Resources Committee’s determination that the stock price has been achieved, and the remaining 50% will be deemed vested on the one-year anniversary of the date on which the share price was achieved, subject to certain conditions described below. The plan is entirely performance-based; participants receive zero payment if none of the share price thresholds are met.
Share PriceTotal Shares Earned
Below $700 Shares
$70750,000 Shares
$90750,000 Shares
$110750,000 Shares
$130750,000 Shares
Using our stock price of $38.95 as of March 4, 2022, as the starting point, achievement of the aspirational grant thresholds represents a return of 80 to 234 percent for all shareholders.
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This AIP is being recommended in addition to the 2020 Plan in place for our Chief Executive Officer, other eligible executive leaders and other eligible employees. The primary reasons H Partners proposed the AIP – and the Board recommends support of the plan – are as follows:
To enact a simple structure that highly incentivizes the pursuit of exceptional outcomes for all stakeholders, as the Company executes on its Hardwire Strategy. The AIP range of $70 to $130 per share implies a market capitalization, based on current shares outstanding, of approximately $11 billion to $20 billion, which, at the high end, is a level never before achieved by the Company.
To give the Board and management team an additional tool set for retaining, recruiting, and incentivizing top-tier leadership talent within the organization. The AIP extends one year beyond the longest service period for Mr. Zeitz’s WIN stock options to vest, and thus will incentivize longer leadership continuity.
We believe that the pursuit, and potential achievement, of these aspirational stock prices under the AIP will assist in building a long-term, ownership-oriented culture at the Company. The stock price conditions that apply to earning Performance Shares under the AIP are intended to incentivize both exceptional and sustained Company performance.
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PROPOSALS TO BE VOTED ON
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Prior to recommending approval of the AIP, the Human Resources Committee engaged in extensive discussions regarding additional equity compensation for our senior management. These discussions covered each of the various considerations in deciding to approve the AIP, including, among other things:
The reasons for granting the Performance Shares that would make up the AIP;
The criticality of Mr. Zeitz and our other executive leaders to our long-term growth and success and the desire to incentivize and motivate Mr. Zeitz and our other executive leaders to continue to lead Harley-Davidson over the long-term, and to create significant shareholder value in doing so;
How to structure an award in a way that would further align the interests of Mr. Zeitz and our other executive leaders with the interests of our other shareholders;
What performance milestones should be used in the AIP;
What the total size and form of the AIP should be and how that would translate into increased ownership and value for Mr. Zeitz and our other executive leaders; and
How to balance the risks and rewards of any new award.
After engaging in this extended process and arriving at terms for additional equity awards to which the Board, the Human Resources Committee and our senior management agreed, and concluding that such awards would motivate and incentivize our senior management to continue to lead our Company over the long-term to drive our growth, performance and sustainability, the Board, upon recommendation of the Human Resources Committee, and subject to obtaining the approval of our shareholders, approved the AIP as detailed below.
Whether or not our shareholders approve the AIP, the Board or Human Resources Committee may grant additional equity-based awards to our senior management in their discretion in accordance with the terms of our 2020 Plan. The AIP will have no effect on the 2020 Plan or any of our other equity incentive plans.
Overview of the AIP
On March 11, 2022, the Board approved the AIP and delegated the authority to finalize the AIP to the Human Resources Committee, in each case contingent on approval by our shareholders of the AIP, as set forth in this Proposal 5.
Material Terms of the Proposed AIP. The principal terms of the AIP are summarized below. This summary is not a complete description of the AIP, and it is qualified in its entirety by reference to the complete text of the AIP document and the form of Performance Share award agreement that we will use to make awards under the AIP, both of which are attached as Appendix B to this proxy statement.
Administration. The AIP is administered by the Human Resources Committee of the Board. The Committee has full authority to interpret and administer the AIP to carry out the provisions and purposes of the AIP. The Committee has the authority to determine those persons eligible to receive Performance Shares and to establish the terms and conditions of any Performance Shares.
Total Shares; Share Limits. The aggregate number of shares of Harley-Davidson common stock reserved for issuance under the AIP will be 3.0 million. The individual participant limit under the AIP is 3.0 million Performance Shares. No shares that are made subject to awards under the AIP will be eligible to be recycled into the reserve thereafter, even if the awards are forfeited. The aggregate number of shares reserved under the AIP is equivalent to approximately 1.9% of the total number of shares of our common stock outstanding as of March 4, 2022 (assuming for this purpose that all shares authorized under the AIP have been issued). The value of the shares reserved under the AIP based on the closing price of our common stock on March 4, 2022 of $38.95 is approximately $116.9 million.
Award Types. The awards granted under the AIP will be performance shares or performance share units that will be granted pursuant to the AIP document and the form of performance share award agreement attached as Appendix B to this proxy statement or, in the case of performance share units, a substantially similar award agreement modified to reflect the nature of the award as performance share units rather than performance shares. The participants in the AIP will receive compensation from the Performance Shares under the AIP only to the extent that we achieve the applicable stock-price-based performance milestones.

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PROPOSALS TO BE VOTED ON
Performance Measures and Vesting. Participants will earn the Performance Shares upon the achievement of the following share prices between the grant date of the Performance Shares and December 31, 2025 (the “Performance Period”):
Shares Earned
TrancheTarget Share PricePresident and Chief Executive Officer
Other Executive Leaders
(Aggregate Share Numbers)
“Tranche 1”$70375,000375,000
“Tranche 2”$90375,000375,000
“Tranche 3”$110375,000375,000
“Tranche 4”$130375,000375,000
Total:1,500,0001,500,000
A share price will be deemed achieved for purposes of the Performance Shares upon the Human Resources Committee’s determination (the date of such determination, the “Determination Date”) that the 30-day volume weighted average price per share, or VWAP, of our common stock has met or exceeded a price specified above during the Performance Period. We use the VWAP to ensure that the stock price has been achieved for a sustained period of time.
Of any Performance Shares that are earned based on achievement of any of the share prices above, 50% will be deemed vested immediately upon the Determination Date, and the remaining 50% will be deemed vested on the earlier of the one-year anniversary of the date on which the share price was achieved or the participant’s termination by us of employment (or termination by us of service in a Board-approved role, in the case of Mr. Zeitz) without cause.
As further discussed above, the Board and the Human Resources Committee consider the share price goals to be challenging hurdles. The Board and the Human Resources Committee selected the share price goals to drive enhanced shareholder returns, and to further align Mr. Zeitz’s and our other senior management’s compensation opportunity to long-term shareholder interests.
Employment and Service Requirements. If Mr. Zeitz’s employment as Chief Executive Officer is terminated for any reason prior to the date on which all of his Performance Shares are earned, then he will forfeit any Performance Shares that he has not earned as of such termination. If his employment as Chief Executive Officer is terminated by us without cause prior to the date on which all of the Performance Shares are vested, then he will forfeit any then-unvested Performance Shares that do not become vested as a result of the termination of his employment as of the date his employment as Chief Executive Officer is terminated unless he continues serving in a Board-approved role. If Mr. Zeitz continues serving in a Board-approved role but such service is terminated by us without cause prior to the date on which all of the Performance Shares are vested, then he will forfeit any then-unvested Performance Shares that do not become vested as a result of the termination of such service.
If the employment of a participant other than Mr. Zeitz is terminated for any reason prior to the date on which all of the participant’s Performance Shares are earned, then the participant will forfeit any Performance Shares that have not been earned as of such termination. If the employment of a participant other than Mr. Zeitz is terminated by us prior to the date on which all of the participant’s Performance Shares are vested, then the participant will forfeit any then-unvested Performance Shares that do not become vested as a result of such termination of employment.
Adjustment in Capitalization. If an “adjustment event” occurs, the Human Resources Committee, in its sole discretion and to the extent it does not violate Section 422(b) of the Code, shall adjust appropriately:
(1) the number and the type of shares of our stock available for Performance Shares;
(2) the number and the type of shares of our stock subject to or underlying outstanding Performance Shares; and
(3) the performance goals with respect to Performance Shares
In the case of any adjustment event, the Human Resources Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of outstanding Performance Shares in exchange for the cancellation of all or a portion of the Performance Shares (without the consent of the holder) in an amount determined by the Committee.
For purposes of the AIP, an “adjustment event” means: (i) we are involved in a merger or other transaction in which shares of our stock are changed or exchanged; (ii) we subdivide or combine shares of our stock or declare a dividend payable in shares of our common stock, other securities (other than stock purchase rights associated with shares of our common stock, if any), or other property; (iii) we effect a cash dividend exceeding 15% of the trading price of the shares of our common stock at the time the dividend is declared or any other dividend or distribution on the shares in the form of cash, or a repurchase of shares, that the Board determines by resolution is special or extraordinary in nature or this is in connection with a transaction that we characterize publicly as a recapitalization or reorganization involving shares of our common stock; or (iv) any other event occurs which, in the judgment of the Human Resources Committee, necessitates an adjustment to prevent dilution or enlargement of the benefits intended to be made available under the AIP.
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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

PROPOSALS TO BE VOTED ON
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Change of Control. In the event of a change of control of the Company, each holder of a Performance Share for which the performance period has not expired will earn the number of Performance Shares that would have been earned had the 30-day VWAP per share reached a price equal to the per share value realized at the time of the change of control, but calculated as if the number of Performance Shares earned were determined on an interpolated basis between the two specific stock prices specified as performance goals (i.e., the nearest performance goal stock price that is less than the change in control consideration and the nearest performance goal stock price that is greater than the change in control consideration) as determined by the Human Resources Committee. To the extent such Performance Shares had previously been earned on the basis of the actual 30-day VWAP, they will remain earned and subject to any remaining time-vesting schedule. To the extent such Performance Shares had not previously been earned consistent with the non-change-of-control related vesting, 50% will be deemed vested immediately upon the change of control, and the remaining 50% will be deemed vested on the earlier of the one-year anniversary of the change of control or the participant’s termination by us without cause. All other terms and conditions applicable to the Performance Shares will continue unchanged, but no additional Performance Shares may be earned on the basis of the stock price performance goals following the change of control.
For purposes of the AIP, a “change of control” includes any of the following events:
(1) continuing directors (any person who was either a director on the date of the Annual Meeting or was a member of the Board whose election or nomination to the Board was approved by a vote of at least two-thirds (2/3) of the continuing directors (other than a person whose election was as a result of an actual or threatened proxy or other control contest)) no longer constitute at least a majority of the directors serving on the Board;
(2) any person or group, together with its affiliates, becomes a beneficial owner of 35% or more of our outstanding common stock or 35% or more of the voting power of our outstanding common stock; or
(3) the consummation of a merger or consolidation of the Company with another corporation, the sale of substantially all of the Company’s assets or the liquidation or dissolution of the Company, unless in the case of a merger or consolidation, the continuing directors constitute at least a majority of the directors serving on the board of directors of the survivor of such merger.
Term of the AIP; Termination of or Changes to the AIP. The AIP will remain in effect until December 31, 2025 unless earlier terminated by the Board.
The Board or the Committee may amend, alter, suspend, discontinue or terminate the AIP at any time, subject to the following limitations:
(1) the Board must approve any amendment of the AIP to the extent the Company determines such approval is required by: (A) action of the Board, (B) applicable corporate law, or (C) any other applicable law;
(2) shareholders must approve any amendment of the AIP to the extent the Company determines such approval is required by: (A) Section 16 of the Securities Exchange Act of 1934, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which our stock is then traded or (D) any other applicable law; and
(3) shareholders must approve any amendment to materially increase the number of shares reserved under the AIP or the number of shares to which participants are limited as noted above (except as provided under the “adjustment event” provisions noted above).
New Plan Benefits; Stock Price. If the AIP is approved by our shareholders, we currently anticipate granting up to 1.5 million of the Performance Shares to our President and Chief Executive Officer and up to an aggregate of 1.5 million Performance Shares to a small group of other executive leaders, including our Named Executive Officers. We will determine which executive leaders other than our Chief Executive Officer will receive grants under the AIP, and how many of the Performance Shares they will be granted, in the future, if the AIP is approved. Approximately 15 executive leaders are eligible to participate in the AIP, but we may not award grants to all who are eligible.
Certain U.S. Federal Tax Implications. The grant of Performance Shares will create no income tax consequences for the Company or the participant. Upon the participant’s receipt of shares at the end of the applicable performance period, the participant will recognize ordinary income equal to the fair market value of the shares received, except that if the participant receives the shares subject to a continuing service requirement in payment of Performance Shares, recognition of income may be delayed until the service requirement is satisfied. In addition, the participant will recognize ordinary compensation income equal to the dividend equivalents, if any, paid on Performance Shares. The Company will generally be entitled to a deduction in the same amount and at the same time as income is recognized by the participant. Upon the participant’s subsequent disposition of the shares, the participant will recognize capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the disposition differs from the shares’ tax basis, the fair market value of the shares on the date the participant received the shares.
Section 162(m) Limit on Deductibility of Compensation. Code Section 162(m) limits the deduction we can take for compensation we pay to our covered employees (generally employees who have served as our Chief Executive Officer or Chief Financial Officer or who have been one of our other three other highest paid officers) to $1,000,000 per year per individual.
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PROPOSALS TO BE VOTED ON
Section 280G Limit. Unless any agreement between us and a participant provides for a payment by us to the participant to cover the excise taxes due by the participant upon receipt of an excess parachute payment within the meaning of Code Section 280G, if the receipt of any payment by a participant in connection with a change of control would result in the payment by the participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the AIP generally provides that the amount of the payment will be reduced to the extent required to prevent the imposition of the excise tax. We currently do not have any agreements with our executive officers providing for a payment by us to cover such excise taxes.
Withholding. The Company is entitled to withhold the amount of any tax attributable to any amount payable or shares of our common stock deliverable under the AIP, and the Company may defer making payment or delivery if any such tax may be pending, unless the Company is indemnified to its satisfaction. If shares of our common stock are deliverable, then the Human Resources Committee may permit a participant to satisfy all or a portion of the federal, state and local withholding tax obligations arising in connection with such award by electing to: (1) have the Company withhold shares otherwise issuable under the Performance Shares; (2) tender back shares received in connection with such Performance Shares; or (3) deliver other previously owned shares, in each case having a fair market value equal to the amount to be withheld. The election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires.
No Guarantee of Tax Treatment. Notwithstanding any provision of the AIP, the Company does not guarantee that (1) any Performance Shares intended to be exempt from Code Section 409A are so exempt, (2) any Performance Shares intended to comply with Code Section 409A or Code Section 422 do so comply, or (3) any Performance Shares will otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any of its affiliates be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Performance Shares.
Equity Compensation Plan Information. The following table provides information about the Company’s equity compensation plans (including individual compensation arrangements) as of December 31, 2021:

Plan CategoryNumber of securities to be issued upon the exercise of outstanding optionsWeighted-average exercise price of outstanding optionsNumber of securities remaining available for future issuance under equity compensation plans
(excluding securities reflected in the first column)
Plan approved by shareholders:
Management employees992,824$ 47.892,845,650
Plan not approved by shareholders:
Non-employee Board of Directors119,968
992,8242,965,618
Documents for our equity compensation plans have been filed with the Securities and Exchange Commission on a timely basis and included in the list of exhibits to our most recent annual report on Form 10-K.
Vote Requirement. The affirmative vote of a majority of the votes cast on the proposal at the 2022 Annual Meeting is required for approval of the AIP. For purposes of determining the vote regarding this proposal, abstentions and broker non-votes will have no impact on the vote. Proxies solicited by the Board will be voted “FOR” approval of the AIP unless a shareholder specifies otherwise.

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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE ASPIRATIONAL INCENTIVE PLAN

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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT


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OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
The Board and management do not intend to bring any matters before the Annual Meeting other than those to which we referred in the Notice of Annual Meeting and this Proxy Statement. If any other matters come before the Annual Meeting, the persons named in the proxy cards intend to vote the shares that shareholders have authorized those persons to vote in accordance with their judgment on those matters. To bring business before an Annual Meeting, a shareholder must give written notice to our Secretary before the meeting and comply with the terms and time periods that our Restated Articles of Incorporation specify, as supplemented by our By-laws (see “Shareholder Proposals”). No shareholder has given written notice to our Secretary of his or her desire to bring business before the Annual Meeting in compliance with the terms and time periods in our Restated Articles of Incorporation and By-laws.
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The Board believes that strong corporate governance practices and shareholder rights are important. The following table highlights the Board's robust corporate governance practices and the Company's shareholder rights.

Board SummaryShareholder Rights Summary
Separate & Independent Chairman or empowered Presiding Director*
10% of shareholders can call a special meeting
Majority voting for Directors with robust resignation policy for holdover Directors and plurality carve-out for contested elections
No material restriction on the right to call special meeting
Director stock ownership requirement
Majority voting standard for M&A transactions
Board 90% independent and 40% diverse
No poison pill
No Directors on excessive number of boards
No dual-class stock
Annual election of all Directors
Proxy access
Five of the Board nominees refreshed in the last 5 years
No material restriction on shareholders amending by-laws or articles of incorporation
Created a Committee focused on brand and sustainability
No cumulative voting
*A Presiding Director is elected by the Nominating and Corporate Governance Committee when the Chairman is not independent.

INDEPENDENCE OF DIRECTORS
The Board has affirmatively determined that nine of our ten Director nominees, Mses. Levinson and Sylvester and Messrs. Alstead, Anderson, Cave, Dourdeville, Farley, Golston, and Linebarger, qualify as independent Directors under New York Stock Exchange rules. Mr. Zeitz does not currently qualify as independent because he serves as our President and Chief Executive Officer.
For additional information, please see the “Certain Transactions” section of this Proxy Statement.

BOARD COMMITTEES
The Board has four standing committees: the Audit and Finance Committee, the Human Resources Committee, the Nominating and Corporate Governance Committee, and the Brand and Sustainability Committee. The Corporate Governance link at https://investor.harley-davidson.com contains the charter for each of the committees. The following describes the committees and identifies their members as of April 1, 2022.
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HARLEY-DAVIDSON, INC. • 2022 PROXY STATEMENT

BOARD MATTERS & CORPORATE GOVERNANCE
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AUDIT AND FINANCE COMMITTEE
Members:

Troy Alstead, Chair
R. John Anderson
James D. Farley, Jr.
Allan Golston

Audit and Finance Committee responsibilities identified in its Charter include:
    oversight of the integrity of our financial statements and the financial reporting process;
    oversight of the systems of internal control over financial reporting;
    maintenance of the Financial Code of Ethics;
    oversight of the internal audit function;
oversight of cybersecurity risks;
    retention, compensation, and termination of the independent registered public accounting firm;
    oversight of the annual independent audit of our financial statements;
    independent registered public accounting firm’s qualifications and independence; 
    oversight of liquidity, hedging and risk management matters;
    oversight of capital structure matters;
    review of matters within the responsibility of the Company’s Retirement Plans Committee; and
    oversight of compliance with legal and regulatory requirements.

Cybersecurity Governance Highlights
Management reports quarterly to the Board’s Audit and Finance Committee quarterly, including
   reports on any significant cyber breaches (no such breach reported in the past three years)
Robust monitoring of external and internal threats
Validation and testing by internal personnel and third parties, including annual penetration tests
   and third party cyber assessments
Number of Meetings in 2021:9
In December 2021, the Audit and Finance Committee reviewed its charter and recommended to the Board that no changes were necessary.
The Board has determined that all members of the Audit and Finance Committee are independent and financially literate pursuant to New York Stock Exchange rules. The Board has also determined that Messrs. Alstead, Farley, Golston and Linebarger (Mr. Linebarger served on the Audit and Finance Committee until June 24, 2021), are audit committee financial experts within the meaning of the rules of the Securities and Exchange Commission (“SEC”). The section below under the heading “Audit and Finance Committee Report” discusses the functions of the Audit and Finance Committee and its activities during fiscal year 2021.

HUMAN RESOURCES COMMITTEE
Members:

Michael J. Cave, Chair
Jared D. Dourdeville
Sara L. Levinson
N. Thomas Linebarger
Maryrose Sylvester
Human Resources Committee responsibilities identified in its Charter include:
establish goals and objectives with the CEO and evaluate at least annually the performance of the CEO in light of these goals and objectives;
review and approve the total compensation of the CEO on an annual basis, including base salary, with input from all independent directors on the Board (who comprise the Nominating and Corporate Governance Committee) on the performance of the CEO in meeting his or her goals and objectives concerning the CEO’s total compensation;
review overall compensation policies and plans for executive officers and other employees and, if necessary, recommend plans to shareholders;
produce a report on compensation and review the Compensation Discussion and Analysis that we must include in our proxy statement;
exercise the authority of the Board to adopt and amend compensation plans for executive officers and other employees, and recommend plans to shareholders;
evaluate Company management performance overall and recommend management successors;
make recommendations regarding stock ownership levels for our executives, including executive officers as set forth in our Stock Ownership Guidelines and monitor such levels;
review potential conflicts of interest, disclosure of any related waivers, and any other potential Code of Business Conduct violations by any of our executive officers (other than the CEO);
make determinations regarding shareholder advisory votes on the compensation of NEOs; and
review our policies applicable to executive officers regarding trading and hedging involving Company securities.
Number of Meetings in 2021:5
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BOARD MATTERS & CORPORATE GOVERNANCE
In December 2021, the Human Resources Committee reviewed the Human Resources Committee Charter and recommended to the Board that no changes were necessary.
The Board has determined that all members of the Human Resources Committee are independent under New York Stock Exchange rules.
The Human Resources Committee has overall responsibility for reviewing total direct compensation (consisting of base salaries, short-term incentive compensation, and long-term incentive compensation) for our executive officers. In addition, the Human Resources Committee reviews other aspects of compensation, such as deferred compensation plans, retirement plans, and health and welfare plans.
The Human Resources Committee has the authority to engage the services of outside advisors, experts, and others to assist it in performing its responsibilities. In 2021 the Human Resources Committee retained Pay Governance LLC to provide services and advice related to executive compensation. On an annual basis, the Human Resources Committee reviews and approves the scope of the independent consultant's services regarding executive compensation, the consultant's performance, and the fees related to work the consultants performed for the Human Resources Committee. The Human Resources Committee retains the right to terminate Pay Governance’s services at any time. The independent consultant's primary responsibilities to the Human Resources Committee include:
Providing independent competitive market data and advice related to our CEO’s compensation level and incentive design;
Reviewing our compensation levels, performance goals and incentive designs for the NEOs; and
Providing benchmark data on executive compensation.
The Human Resources Committee has considered all factors relevant to Pay Governance's independence from management and determined that Pay Governance is independent, and that Pay Governance's performance of services raises no conflict of interest. The Human Resources Committee’s conclusion was based in part on a report that Pay Governance provided to the Committee, which is intended to reveal any potential conflicts of interest.
In general, each November, the Human Resources Committee reviews executive compensation benchmarking data that the independent consultant prepares. The CEO then proposes total target compensation, consisting of a base salary, a target short-term incentive opportunity, and a target value of long-term incentive opportunity for NEOs (except with respect to his or her own compensation) based on benchmark data, as well as Company and individual performance. The CEO's recommendations are subject to review and approval by the Human Resources Committee, which makes the final determination. Given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, the Committee determined that it would generally not make changes in Named Executive Officer target compensation at the beginning of 2021 and that it would allow internal equity among similarly-situated executives and business needs guide other compensation decisions for 2021.
The Human Resources Committee establishes goals and objectives with the CEO and evaluates at least annually the performance of the CEO in light of these goals and objectives. The Human Resources Committee reviews and approves the total compensation of the CEO on an annual basis, including base salary, with input from all of the independent Directors on the Board (who comprise the Nominating and Corporate Governance Committee) on the performance of the CEO in meeting his goals and objectives and concerning the CEO’s total compensation.
The Human Resources Committee annually approves a Short-Term Incentive Plan (“STIP”) to motivate and reward the performance of employees of Harley-Davidson and its subsidiaries. The Human Resources Committee also reviews and approves target STIP opportunities for our executive leadership team, which is comprised of our CEO and executives who report directly to the CEO, including all NEOs. The Human Resources Committee approves grants of awards to the CEO and executives who report directly to the CEO, including all NEOs, and the CEO approves grants to other employees within parameters that the Human Resources Committee has approved. The Human Resources Committee has authorized the CEO to make equity grants to employees in certain other instances (except to executives who report directly to the CEO, including all NEOs), including to help recruit a new employee or retain a current employee or to reward an employee for exceptional service or such other instance that the CEO believes is in the Company’s best interest.
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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

BOARD MATTERS & CORPORATE GOVERNANCE
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Members:

Allan Golston, Chair
Troy Alstead
R. John Anderson
Michael J. Cave
Jared D. Dourdeville
James D. Farley, Jr.
Sara L. Levinson
N. Thomas Linebarger
Maryrose Sylvester
Nominating and Corporate Governance Committee responsibilities identified in its Charter include:
identify and make recommendations to the Board on individuals qualified to serve as Board members consistent with the criteria that the Board has approved;
review the company’s management overall to develop a CEO succession plan for recommendation to the Board;
review and recommend the re-nomination of current Directors;
review and recommend committee appointments;
lead the Board in its annual review of the Board’s and its committees’ performance;
provide input on the performance of the CEO in meeting his or her goals and objectives and concerning the CEO’s total compensation;
maintain our Code of Business Conduct;
maintain a process for review of potential conflicts of interest;
review potential conflicts of interest and other potential Code of Business Conduct violations by our CEO or directors;
review the disclosure of any waivers of conflicts of interest or other Code of Business Conduct violations by our CEO or directors;
review and reassess annually our Corporate Governance Policy and recommend any proposed changes to the Board for approval;
exercise the authority of the Board to review, establish, amend and revise Board compensation levels, plans and policies and, to the full extent permitted by rules of the New York Stock Exchange and applicable laws, regulations and rules, exercise the authority of the Board to adopt, administer and amend compensation plans for directors and recommend such plans to shareholders, as appropriate and required;
make recommendations regarding and monitor stock ownership levels of the members of the Board as set forth in our Stock Ownership Guidelines;
review our policies applicable to directors regarding trading and hedging involving Company securities; and
perform other related tasks, such as studying and making recommendations to the Board concerning the size and committee structure of the Board.
Number of Meetings in 2021:5
In December 2021, the Nominating and Corporate Governance Committee reviewed the Nominating and Corporate Governance Committee Charter and recommended to the Board that no changes were necessary.
The Board has determined that all members of the Nominating and Corporate Governance Committee are independent under New York Stock Exchange rules.
The Nominating and Corporate Governance Committee Charter outlines the criteria for identifying and recommending new candidates to serve on the Board. In considering any potential candidate for the Board, the Nominating and Corporate Governance Committee considers the following qualifications:
Principal employment;
Expertise relevant to the Company’s business;
Whether the potential candidate will add diversity to the Board, including whether the potential candidate brings complementary skills and viewpoints;
Time commitments, particularly the number of other boards on which the potential candidate may serve;
Independence and absence of conflicts of interest under New York Stock Exchange rules and other laws, regulations, and rules;
Financial literacy and expertise; and
Personal qualities, including strength of character, maturity of thought process and judgment, values, and ability to work with collegiality.
The Nominating and Corporate Governance Committee is responsible for establishing, reviewing, and revising compensation we pay to our Directors. The Nominating and Corporate Governance Committee, working with management and third-party compensation consultants, and reviewing benchmarked data from a comparator group of companies, determines Director compensation that it believes is competitive with these companies. The Nominating and Corporate Governance Committee periodically reviews and revises, when necessary, the Director Compensation Policy, generally with the aid of a compensation consultant.
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BOARD MATTERS & CORPORATE GOVERNANCE
The Nominating and Corporate Governance Committee's Charter has long required the Nominating and Corporate Governance Committee to consider diversity in its process of selecting Director nominees. Specifically, the Nominating and Corporate Governance Committee evaluates each candidate for Director on, among other things, the basis of the diversity that he or she would bring to the Board, including with respect to business and professional experiences, skills, ethnicity, race, and gender. We believe this policy has been effective in creating a Board comprised of diverse members and that the composition of the current Board reflects the Nominating and Corporate Governance Committee’s consideration of diversity in its evaluation and nomination process.
The Nominating and Corporate Governance Committee will consider candidates that shareholders recommend. Shareholders may recommend candidates for the Nominating and Corporate Governance Committee to consider by writing to the Nominating and Corporate Governance Committee in care of our Secretary, Harley-Davidson, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53201-0653. The Nominating and Corporate Governance Committee’s policy regarding Director candidates that shareholders recommend and the process for evaluating the nominees are as follows:
If a shareholder has complied with procedures to recommend Director candidates that the Nominating and Corporate Governance Committee has established, then the Nominating and Corporate Governance Committee will consider Director candidates that the shareholder has recommended for the Board.
In making recommendations to the Board of one or more candidates to serve as a Director, the Nominating and Corporate Governance Committee will examine each Director candidate on a case-by-case basis, regardless of who recommended the candidate. The Nominating and Corporate Governance Committee evaluates candidates in the same manner, whether a shareholder or the Board has recommended the candidate.
In general, for each candidate that any person or group brings to the attention of the Nominating and Corporate Governance Committee for consideration for nomination as a Director, the Chair of the Nominating and Corporate Governance Committee will first make a determination whether the Nominating and Corporate Governance Committee should consider the candidate at that time based on factors the Chair deems relevant, including our current need for qualified candidates and the Chair’s view as to whether the candidate has sufficient qualifications for further consideration for nomination as a Director.
If the Chair determines that the Nominating and Corporate Governance Committee should consider the candidate, then the Chair will report that determination to the Nominating and Corporate Governance Committee and communicate all relevant information to the Nominating and Corporate Governance Committee.
Each Nominating and Corporate Governance Committee member is responsible for sending feedback on a candidate to the Chair. The Nominating and Corporate Governance Committee may take any additional steps it deems necessary to determine whether to recommend the candidate to the full Board.
To enable the Nominating and Corporate Governance Committee to consider a shareholder recommendation in connection with the 2023 Annual Meeting of Shareholders, we must receive the recommendation on or before December 2, 2022.
Submitting a shareholder recommendation to the Nominating and Corporate Governance Committee does not ensure that shareholders will have an opportunity to vote on the shareholder’s candidate because the Nominating and Corporate Governance Committee may determine not to recommend the candidate to the full Board or the full Board may determine not to recommend the candidate to shareholders. Any shareholder who wants to ensure that shareholders will have an opportunity to vote on the shareholder’s candidate has two options:
Our By-laws and Restated Articles of Incorporation, as amended, allow for Director candidate nominations through proxy access. Under this proxy access process, a shareholder or group of up to 20 shareholders who have owned at least 3% of the Company’s outstanding common stock continuously for at least three years, may seek to include Director nominees in our proxy materials at our annual meeting. The maximum number of Director nominees that may be submitted pursuant to these provisions may not exceed 20% of the total number of Directors, rounded down to the nearest whole number (but not less than two) (the “Cap”), provided that the shareholders and nominees satisfy the requirements specified in the By-laws. The following individuals will count toward the Cap: (i) any existing Director if originally nominated and elected under the proxy access By-law within the last two years and whose reelection at the upcoming annual meeting is being recommended by the Board; (ii) any nominee who is subsequently withdrawn or that the Board itself decides to nominate for election at that annual meeting (e.g., pursuant to a settlement); and (iii) any nominee for whom the Company received one or more valid shareholder notices nominating such persons for election under the advance notice provision of the Company’s Restated Articles of Incorporation within the two preceding years.
We must receive notice of a shareholder’s Director nomination for the 2023 Annual Meeting of Shareholders pursuant to the proxy access By-law provision no sooner than November 2, 2022 and no later than December 2, 2022. If the notice is received outside of that time frame, then we are not required to include the nominees in our proxy materials for the 2023 Annual Meeting of Shareholders.
The other option is that the shareholder may nominate the Director candidate for the shareholders to vote on at the 2023 Annual Meeting of Shareholders, in addition to recommending the candidate to the Nominating and Corporate Governance Committee,
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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

BOARD MATTERS & CORPORATE GOVERNANCE
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by giving proper written notice to our Secretary in advance of the 2023 Annual Meeting of Shareholders. To give that proper notice, a shareholder must comply with the terms and time periods of our Restated Articles of Incorporation as supplemented by our By-laws. Our Restated Articles of Incorporation state that a shareholder must give written notice that complies with the Restated Articles of Incorporation and By-laws to our Secretary not less than 60 days before the date in 2023 corresponding to the date we released this Proxy Statement to our shareholders. Because we anticipate mailing the Notice of Internet Availability of Proxy Materials on April 1, 2022, we must receive notice of a nomination for a Director candidate for shareholders to consider at the 2023 Annual Meeting of Shareholders no later than January 31, 2023. Even if a shareholder delivers a timely notice and otherwise complies with the terms and time periods of our Restated Articles of Incorporation and By-laws, we will not be obligated to name the shareholder’s candidate in our proxy materials.
  BRAND AND SUSTAINABILITY COMMITTEE
  Members:

  Jochen Zeitz, Chair
  James D. Farley, Jr.
  Sara L. Levinson
  N. Thomas Linebarger
 
Brand and Sustainability Committee responsibilities identified in its Charter include:
monitor consumer, market, industry, and macroeconomic trends, issues and concerns that could affect the Company’s brand relevance and its retail and go-to-market models, processes, resources, activities, strategies and other capabilities, and make recommendations to the Board and management regarding how the Company should respond to such trends, issues and concerns;
monitor the social, political, environmental, public policy, legislative and regulatory trends, issues and concerns that could affect the Company’s brand and sustainability models, processes, resources, activities, strategies, and other capabilities, and make recommendations to the Board and management regarding how the Company should respond to social and environmental trends, issues and concerns to more effectively achieve its brand and sustainability goals;
consider and advise management on high-leverage aspects of the Harley-Davidson brand and the Company’s retail and go-to-market strategies to rapidly improve its brand relevance, retail prowess and new customer creation in the near-term, while building strong leadership and Company capabilities in these areas for the long-term;
assist management in setting strategy, establishing goals, and integrating brand, social and environmental shared value creation and inclusion into daily business activities across the company consistent with sustainable growth;
review new technologies and other innovations that will permit the Company to achieve sustainable growth without growing our environmental impact; and
consider the impact that the company’s sustainability policies, practices and strategies have on employees, customers, dealers, suppliers, the environment, and the communities in which the Company operates and where its customers ride.
Number of Meetings in 2021:4
In 2011, the Board formed the Sustainability Committee, and in 2019, the Board renamed the committee the Brand and Sustainability Committee and approved a revised charter for the Brand and Sustainability Committee.
In December 2021, the Brand and Sustainability Committee reviewed the Brand and Sustainability Committee Charter and recommended to the Board that no changes were necessary.
The Brand and Sustainability Committee plays an integral role in providing oversight, advice and assistance to the Board and to the Company’s management in developing, implementing, and monitoring social and environmental policies, practices, and strategies that will foster sustainable growth of the Company on a global basis. We define sustainable growth as the ability to grow and operate our business by preserving and renewing the Company’s heritage through global opportunities for shared value creation and inclusion. Sustainable growth is driven through leadership and continually challenging the Company’s business model, strategies, processes, products, services, and other capabilities to realize the substantial long-term value of the Company, our heritage, our environment, and our people.
As part of providing oversight, advice, and assistance to the Board in fostering sustainable growth, the Brand and Sustainability Committee assists the Board in ensuring that the Company grows without increasing our environmental impact, which is consistent with the Company’s current strategic plan, The Hardwire, and our long-term sustainability objective.
BOARD MEETINGS, ATTENDANCE, EXECUTIVE SESSIONS, AND ANNUAL MEETING ATTENDANCE
In 2021, there were thirteen meetings of the Board. All Director nominees, except Mr. Farley, who joined the Board in 2021, attended at least 75% of the meetings of the Board and the committees on which they served during 2021. Our Board and
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BOARD MATTERS & CORPORATE GOVERNANCE
Committee meetings are set two years in advance; therefore, Mr. Farley was unable to attend at least 75% of the meetings of the Board and committees on which he served during 2021 due to unavoidable scheduling conflicts.
With the exception of one meeting, the Board met in executive sessions during all regularly scheduled quarterly meetings, without management present, and plans to continue that practice going forward. Since 2020, Mr. Linebarger has been our Presiding Director and presided over the executive sessions.
Unless a Director has an unexpected conflict in his or her schedule, we expect all Directors to attend the Annual Meeting. All Directors who were then on the Board attended our 2021 Annual Meeting.
LEADERSHIP STRUCTURE
Mr. Zeitz has been the Chairman of our Board and our President and Chief Executive Officer since 2020. Since the roles of the Chairman and the Chief Executive Officer are currently combined and our Chairman is not considered independent, we now have a Presiding Director, who is elected by the Nominating and Corporate Governance Committee. Mr. Linebarger is currently serving as our Presiding Director. Our Corporate Governance Policy gives the Board the flexibility and authority to modify this leadership structure as and when appropriate to best address the Company’s current circumstances and to advance the best interests of all shareholders.
The Board believes the current structure whereby a single individual acts both as CEO and Chairman streamlines accountability for our performance and provides centralized management and direction for the Company, allowing for a single, clear focus for management to execute our business strategies. The Board believes the following ensures an appropriate level of management oversight and independence: (i) the number of independent, experienced Directors that make up the Board; (ii) the roles in the oversight of risk management that committees of the Board have, as discussed below; and (iii) the independent oversight and responsibilities of the Presiding Director.
The primary roles of the Presiding Director are to assist the Chairman in managing the governance of the Board and to serve as a liaison between the Chairman and other Directors. The Presiding Director will: (i) preside at all meetings of the Board at which the Chairman is not present, including all executive sessions of the non-management and/or independent Directors; (ii) have the authority to call meetings of the non-management and/or independent Directors; and (iii) serve as a contact for interested parties who wish to communicate with non-management Directors.
THE BOARD’S ROLE IN THE OVERSIGHT OF RISK
Our Board has been actively overseeing the Company’s critical work in the ongoing COVID-19 pandemic, including through regular updates from and discussions with the Company’s executives. The Board’s review and discussion around this ongoing crisis spans a broad range of matters, including protecting the health and safety of our employees, evaluating the impact of the pandemic on strategy, operations, supply chain, liquidity and financial matters, and supporting the communities in which we operate.
Our Board of Directors assesses and considers the risks we face on an ongoing basis, including risks that are associated with our financial position, our competitive position, and the impact of our operations on our cost structure. In addition, our Board of Directors reviews and assesses information regarding cybersecurity risks with management, including regular cybersecurity updates on cyber-attacks and Company-wide cyber awareness. In 2021 a cybersecurity audit including internal and external penetration testing was performed by a third party, the results of which was reported to the Audit and Finance Committee. Our Board of Directors’ approach to risk management includes understanding the risks we face, analyzing them with the latest information available, and determining the steps that should be taken to manage those risks.
While the Board has the ultimate responsibility for oversight of the risk management process, various committees of the Board have a role in the oversight of risk management. In particular, the Audit and Finance Committee focuses on financial risk, including the oversight of the systems of internal control over financial reporting, and it receives an assessment of the Company’s systems to monitor and manage business risk from our independent registered public accounting firm. Internal audit regularly reviews risk management processes and internal controls with the Audit and Finance Committee. The Audit and Finance Committee also monitors cybersecurity risk and receives a report from the Chief Information Security and Privacy Officer at each regular Audit and Finance Committee, as well as a report on legal and compliance matters. In addition, the Human Resources Committee reviews our compensation program for compensation risk as we describe further in the “Compensation Discussion and Analysis” section of this Proxy Statement. Risk management is an integral part of our annual strategic planning process. The entire Board reviews the strategic risk management plan at least annually.
SHAREHOLDER COMMUNICATION WITH THE BOARD
Shareholders and other parties interested in communicating with our Presiding Director or non-management Directors, including Committee Chairs, may do so by writing to such Director, in care of our Secretary, Harley-Davidson, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53201-0653. The Corporate Governance area on our investor relations website located at https://investor.harley-davidson.com lists the current members of the Board. We open and forward all mail to the Director or Directors specified in the communication.
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POLICIES AND PROCEDURES GOVERNING RELATED PERSON TRANSACTIONS
In December 2002, our Nominating and Corporate Governance Committee adopted a written policy regarding transactions with related persons. The Nominating and Corporate Governance Committee amended this policy, which we refer to as our Conflict of Interest Process for Directors, Executive Officers, and other Employees, in December 2003.
Under the policy, conflict of interest issues for the CEO or any Director are submitted to and reviewed by the Chair of the Nominating and Corporate Governance Committee. If the Chair of the Nominating and Corporate Governance Committee determines that an actual conflict of interest issue exists, then the entire Nominating and Corporate Governance Committee reviews the potential conflict of interest. If our Nominating and Corporate Governance Committee determines that an actual conflict exists, the Nominating and Corporate Governance Committee decides whether to waive the conflict or require the CEO or Director to remove the conflict. Any conflicts that are waived by our Nominating and Corporate Governance Committee are promptly disclosed to our shareholders.
Any potential conflict that arises for any executive officer (other than our CEO and the Vice President and Chief Legal Officer) is reviewed by our Vice President and Chief Legal Officer. Any potential conflict that arises for our Vice President and Chief Legal Officer is reviewed by our CEO. When reviewing a potential conflict of interest, if the Vice President and Chief Legal Officer or CEO determines that a conflict of interest issue exists, the Chair of the Human Resources Committee reviews the issue. If the Chair of the Human Resources Committee agrees that a conflict of interest issue exists, then the entire Human Resources Committee reviews the issue. If the Human Resources Committee also agrees that a conflict exists, the Human Resources Committee decides whether to waive the conflict or require the officer to remove the conflict. Any conflicts that are waived by our Human Resources Committee are promptly disclosed to our shareholders.
Any conflict of interest issue involving any other employee is reviewed by an attorney in our Legal Department. If the attorney believes that an actual conflict of interest issue exists, then the attorney submits the conflict of interest issue to our Vice President and Chief Legal Officer. If our Vice President and Chief Legal Officer determines that an actual conflict exists, then he decides what steps should be taken to resolve the conflict.
CERTAIN TRANSACTIONS
During 2021, there were no transactions with Directors that would require disclosure under SEC rules. Mr. Linebarger, a Director, is the Chairman and Chief Executive Officer of Cummins, Inc. During 2021, we continued a modest commercial relationship with Cummins, a relationship that existed before Mr. Linebarger joined the Board of Directors. Transactions with subsidiary companies of Cummins were negotiated on an arm's-length basis, were below $300,000 in the aggregate, and were below the applicable independence threshold under New York Stock Exchange rules. Accordingly, the relationship does not prevent Mr. Linebarger from qualifying as an independent director under the Board’s categorical independence standards, and the Board considers Mr. Linebarger to be an independent director.
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COMPENSATION DISCUSSION & ANALYSIS
In this section:
PAGE
In this report, we use the following abbreviations:
ABBREVIATIONSTANDS FORDESCRIPTION
HDIHarley-Davidson, Inc.Corporate entity for the overall Company, under which HDMC and HDFS operate
HDMCHarley-Davidson Motor CompanyGroup that is accountable for the design, manufacturing, marketing and sales of our motorcycles and related products
HDFSHarley-Davidson Financial ServicesGroup that provides motorcycle and related products financing and insurance products and services for our dealers and their retail customers
LETTER FROM THE HUMAN RESOURCES COMMITTEE
Dear Fellow Shareholder,
As in past years, this letter and the remainder of our Compensation Discussion & Analysis support the commitment of the Board and the Human Resources Committee to provide shareholders with a clear and comprehensive description of our executive compensation program, along with insight into how we govern compensation at Harley-Davidson.
We implemented significant changes to our executive compensation program in 2021. The changes are aligned to the Hardwire, the Company's five-year strategic plan, which is designed to enhance our position as the most desirable motorcycle brand in the world.
The convergence of these factors, along with our desire to focus on the retention of key executives, informed our 2021 compensation program, including:
A simplified annual incentive plan;
The adoption of stakeholder-based performance shares;
A new, simplified benchmarking peer group; and
A restructured CEO compensation plan responsive to shareholder feedback.
We thank those shareholders that took the time to engage with us during the year; your constructive feedback was helpful and has informed our decisions. We welcome an ongoing dialogue as we look to the future.
On behalf of the Human Resources Committee,
Michael J. Cave
Human Resources Committee
Michael J. Cave, Chair
Jared D. Dourdeville
Sara L. Levinson
N. Thomas Linebarger
Maryrose Sylvester
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Executive Summary
In our first full year of the Hardwire, our five-year strategic plan, we delivered strong financial results for our shareholders:
Consolidated revenues were $5.3 billion, a 32% increase over 2020
Consolidated operating income was $823 million, with our Financial Services segment seeing a record operating income of $415 million
Motorcycles and Related Products segment revenue was $4.5 billion, a 39% increase over 2020
Motorcycles segment operating margin was 9.0%
In addition to our strong financial performance, other key accomplishments tied to the Hardwire in 2021 included:
Profit Focus: 2021 saw growth in our largest motorcycle segments: Touring, Large Cruiser and Trike. We launched our Icons Collection, featuring the Electra Glide Revival which aligns to our strategy to increase desirability and to drive the legacy of Harley-Davidson.
Selective Expansion: We launched Pan America, our first Adventure Touring motorcycle, which became the number one selling Adventure Touring motorcycle in the U.S. in 2021.
Lead in Electric: We stood up LiveWire as a stand-alone brand, and also announced that, through a business combination agreement with AEA-Bridges Impact Corp., LiveWire would become a publicly-traded company on the New York Stock Exchange.
Growth beyond bikes: We launched H-D1 Marketplace, the ultimate destination for pre-owned Harley-Davidson's. We grew parts and accessories revenue by 13% and our General Merchandise business grew 23% for the year.
Customer Experience: We continue to invest in and redefine the customer experience through our dealerships and our online presence.
Inclusive Stakeholder Management: We implemented the Hardwire broad-based equity grant. For the first time in our Company's history, all of our employees around the world, including our factories, became shareholders in our Company (but international employees received cash-based awards tied to the value of our stock because we have not provided equity to international employees for administrative and compliance reasons). This demonstrated a renewed commitment to Harley-Davidson as not only a great brand, but a great Company and a great employer.
As noted above, 2021 was also a year of significant change in Harley-Davidson’s executive compensation program impacting our executive officers, including our 2021 Named Executive Officers (“NEOs”), whom we list below.
NAMED EXECUTIVE OFFICERTITLE
Jochen ZeitzChairman, President and Chief Executive Officer
Gina GoetterChief Financial Officer
Bryan NikethSVP Motor Company Product and Ops HDMC
Edel O'SullivanChief Commercial Officer
Jagdish KrishnanChief Digital Officer

Underpinning our compensation program, there are a number of policies and practices we have adopted to ensure we meet the high governance standards that our shareholders expect and that we expect of ourselves.
WHAT WE DOWHAT 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
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EXECUTIVE COMPENSATION
Given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, the Committee determined that it would generally not make changes in Named Executive Officer target compensation at the beginning of 2021 and that it would allow internal equity among similarly-situated executives and business needs guide other compensation decisions for 2021.
Consistent with our Hardwire strategic plan including simplification of our business and operating practices, the Human Resources Committee approved the 2021 Short-Term Incentive Plan, or STIP, under which we measured performance relative to operating income goals rather than the approach we have used in the past that involved using multiple performance measures. We believe this singular focus contributed to Harley-Davidson achieving $823 million in operating income for 2021, a level of performance above the maximum performance goal that the Human Resources Committee established, which resulted in payouts to all participants equal to 200% of their target STIP awards.
While the 2021 STIP rewarded strong operating income performance, the payout for 2019-2021 performance shares for which we measured performance relative to three-year goals for return on invested capital and cumulative HDI net income, that we established before the pandemic, and a strategic milestone tied to new product launches, was equal to 6.25% of each participant’s target. Management did not request, and the Human Resources Committee did not contemplate, any relief under any compensation-related performance measure for the impact of the pandemic on our 2020 results relating to either the 2019-2021 or the 2020-2022 three-year performance periods for outstanding performance shares.
Harley-Davidson is in a period of transformation that does not lend itself to traditional three-year financial target setting for performance shares even before assessing the unknown impact of the pandemic as we entered 2021. We also believe Harley-Davidson must deliver for all our stakeholders – our shareholders, our customers, our employees, and our communities. As a result, for the 2021-2023 performance period, the Committee approved performance shares that will reward selected participants, including our NEOs other than Mr. Zeitz, based on the average achievement of stakeholder-based performance goals for each year during the three-year performance period. The average three-year result will then be modified up or down within a range of +/-15% by our three-year relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space.
On December 1, 2021, we agreed on new compensation terms with our, President and Chief Executive Officer, Mr. Zeitz. Agreeing on these terms with Mr. Zeitz was imperative to provide continuity throughout implementation of The Hardwire. The new terms reduced Mr. Zeitz’s base salary from $2.5 million to $1.9 million, included him in the STIP at a target award of $2.4 million, and provided that he would receive $6 million in restricted stock units (RSUs) vesting over two years and 500,000 WIN stock options that we granted to him on December 1, 2021. These WIN stock options accrue value to Mr. Zeitz only if we achieve Harley-Davidson stock price targets ranging from $45 per share to $60 per share and he meets specific service requirements between 2023 and 2024. Additional details can be found in the "Other Actions" section below.
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Compensation Design
Executive Compensation Philosophy
We intend the cornerstone principles of our compensation philosophy, which focus on pay-for-performance, to be evergreen in nature.
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We established the 2021 incentive plans in February 2021 and aligned them to The Hardwire, our 2021-2025 strategic plan.
In February 2021, the Human Resources Committee approved the following performance measures for our 2021 incentive plans and awards:
PERFORMANCE MEASUREWHY IT MATTERS
HDMC Operating IncomeMeasures how HDMC grows operating income
HDMC Return on Invested CapitalMeasures how effectively and efficiently HDMC manages its investments to increase revenue
HDMC RevenueMeasures how effectively and efficiently HDMC grows revenue
HDI Workforce Engagement
Measures the engagement of our workforce
HDI Increased Diversity of Leadership Roles
Measures the number of women and underrepresented employees in leadership roles as a percent of the total number of employees in those roles
An Overview of our Executive Compensation Program
The Harley-Davidson compensation program as it relates to the executive officers that we name in the Summary Compensation Table, who are our Named Executive Officers or NEOs, is comprised of four core elements:
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EXECUTIVE COMPENSATION
ELEMENT1
PURPOSEKEY FEATURES FOR 2021CHANGES FOR 2022
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Compensate executives competitively for their role at Harley-Davidson
No annual base salary increases for NEOs

Base pay increases will be based on market and performance.
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To drive and reward the achievement of financial and strategic priorities during the year
Moved to HDI operating income as the sole measure
Simple, focused plan set to realistic targets
Given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, generally made no changes in target compensation at the beginning of 2021
Actual payout could range from 0 to 200% of target
All STIP eligible employees participated in this plan
No changes recommended for 2022
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To drive and reward the achievement of stakeholder priorities and shareholder value
For our CEO
Granted 48% as time-based restricted stock units (RSUs) as a regular long-term incentive award. Granted 52% as performance-based stock options (WIN stock options) as part of new compensation terms on December 1, 2021
For other NEOs
Retained 60% weighting on performance shares and 40% weighting on time-based RSUs
For performance shares: Stakeholder measures for first year of the 2021-2023 plan were:
for shareholders: HDMC ROIC;
for the marketplace: HDMC revenue;
for employees: HDI engagement survey results; and
for community: HDI workforce representation in leadership roles
Added a relative TSR modifier to increase or decrease the payout by 15%
Actual payout can range from 0-200% of target at the end of the three-year performance cycle
For RSUs: Dividends accrued and paid in proportion to vested shares
No changes to regular long-term incentive awards
New for 2022, if approved by the shareholders, is an aspirational grant for our CEO and a small group of executive leaders.
Employee BenefitsTo 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
Employer match eliminated in deferred compensation plan.
Eliminated executive life insurance benefit
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.
Additional modest executive perquisites are provided, including supplemental executive retirement plan in lieu of post retirement life, executive physical, limited use of the corporate aircraft, and limited spousal or partner travel benefits
Eliminate executive physical
1.    Percentage represents average percent of the total direct compensation in 2021 for the specified element of compensation for our NEOs. Total direct compensation is base salary, target short-term incentive, target opportunity for long-term incentives and for Mr. Zeitz the full grant value of his 2021 award of restricted stock units and the WIN stock options.
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EXECUTIVE COMPENSATION
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Pay Mix
The majority of target compensation for our NEOs, including the CEO, is at-risk variable compensation, with a significant emphasis on equity-based compensation. Our approach reflects the cornerstone principles of our compensation philosophy: pay-for-performance through the use of at-risk variable pay, the use of equity compensation to align executives’ interests with those of our shareholders, and encouraging both outcomes and behaviors through the use of a mix of compensation elements. The following graphs set out the value of compensation elements for 2021 assuming performance at target.
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Note: The CEO Pay Mix reflects Mr. Zeitz's base salary, target STIP, and the full grant value of Restricted Stock Units and WIN Stock Options. Other NEO Pay Mix is an average of 2021 target compensation across the NEOs other than the CEO.
Pay-for-Performance at Harley-Davidson
We have designed our compensation program such that compensation outcomes in years of strong performance should trend above target, while outcomes trend downward in years where performance is below expectations. There are a variety of factors that can impact this trend year-to-year, including, but not limited to, broad consumer and economic market factors, changes in global trade conditions, supply availability, and labor costs.
Based on outcomes, our incentive plans are working as designed and intended. Over the last five years, the outcomes under our financial incentive plans have been in line with performance:
The financial component of the short-term incentive plan (STIP) paid out below target in three of the last five years; and
The long-term incentive plan has paid out below target for the last five years.
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As a result, even with the strong payout from our 2021 STIP, our NEOs have realized pay that is lower than both their target compensation and the compensation that we have reported for them in the Summary Compensation Table.
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EXECUTIVE COMPENSATION
COMPENSATION GOVERNANCE
Compensation Oversight
The Human Resources Committee, which Michael J. Cave chairs, consists of five independent Directors. During 2021, the Human Resources Committee met five times. The Human Resources Committee has overall responsibility for approving the total direct compensation of our executive leadership team, which includes the CEO and all other NEOs. In addition, the Human Resources Committee reviews other aspects of compensation, such as our deferred compensation plans, retirement plans, and health and welfare plans. The Human Resources Committee is also involved in assessing the results of an annual talent assessment and reviews succession plans for leadership roles.
The Human Resources Committee receives information and support from an independent consultant, as well as management, both of which impact the ultimate recommendations the Human Resources Committee makes to the Board.
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Shareholders can find additional information about the Human Resources Committee in the Board Matters & Corporate Governance section starting on page 28.
Use of an Independent Consultant
The Human Resources Committee has the sole authority to engage the services of outside advisors, experts, and others to assist in performing its duties. Each year, the Human Resources Committee reviews and approves the scope and associated consulting fees and evaluates the consultant’s subsequent performance. In 2021 the Human Resources Committee retained Pay Governance LLC to provide services and advice related to executive compensation. The primary areas of support that Pay Governance provides include:
Market data and advice related to our CEO’s compensation level and incentive design;
Market data and an associated review of our compensation levels, performance goals and incentive designs for other executives;
Annual executive compensation program design;
Long-term incentive plan design;
Change-in-control protection review; and
General market and regulatory updates.
In accordance with SEC and NYSE requirements, the Human Resources Committee reviewed Pay Governance's independence during the year and confirmed that Pay Governance is independent and that no conflict of interest is present.
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The Annual Process
The Human Resources Committee approves an annual calendar each year, which outlines the items that it will address at each meeting. Across their typical five meetings, the Human Resources Committee primarily reviews and approves items related to the CEO as well as broader executive officer compensation, including matters outlined in our stock plans. More broadly, the Human Resources Committee annually approves various incentive plans that apply across Harley-Davidson, which aligns our employees' goals with the strategic plan, while also providing an opportunity for individual performance recognition. The Human Resources Committee also reviews succession plans for the leadership team and an annual talent assessment.
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During 2021, the Human Resources Committee met one additional time related to Mr. Zeitz's new compensation terms. In addition, the Human Resources Committee completed two actions via written consent.
In the sections that follow, we provide additional details on some of the most important aspects of the Human Resources Committee’s work in 2021.
Shareholder Engagement
Harley-Davidson takes shareholder input and feedback seriously, and our senior management and Investor Relations staff regularly interact with our shareholders. The majority of our shareholders voted in favor of say-on-pay in 2021 resulting in a 75.9% level of support based on the shares voted. The Human Resources Committee Chair, Chief Financial Officer, Vice President of Human Resources, and Investor Relations staff engaged with shareholders prior to our 2021 Annual Meeting of
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EXECUTIVE COMPENSATION
Shareholders. We targeted our largest shareholders representing approximately 62% of outstanding shares. We held telephonic meetings with shareholders who accepted our invitation to engage, which represented more than 36% of outstanding shares. We focused our discussion on executive compensation as well as environmental, social, and governance issues.
In general, shareholders were supportive of our executive compensation philosophy, but they did have questions about the compensation arrangements for our new Chairman, President and Chief Executive Officer, which we believe we have addressed. In our discussions we provided information on how we structure our plans, which the Human Resources Committee reviews and approves.
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.
Historically, the Committee’s annual review of the peer group occurs in our third quarter, allowing for peer group pay level and practices data to be compiled by the Committee’s independent consultant in our fourth quarter to inform compensation decisions to be made in the first quarter of the following year. Given the continuing COVID-19 pandemic and corresponding pressures on our business in 2020, the Committee determined that it would generally not make changes in Named Executive Officer target compensation at the beginning of 2021; therefore, the Committee did not utilize peer group data in determining NEO compensation in late 2020 or the first quarter of 2021.

In 2020 and prior years, we used two comparator groups, reflecting the skills and experience we require in our leadership team; a Manufacturing Peer Group and a Branded Peer Group. Consistent with the cadence we describe above, in the third quarter of 2021, the Committee completed its annual review of the peer group. In response to shareholder feedback regarding the Company’s historical approach of using two peer groups, the Committee and its independent consultant engaged in a detailed review process. The Human Resources Committee determined that it should utilize a single compensation peer group comprised of companies that meet industry and financial criteria, including: (1) status as publicly-traded North American companies on a major exchange; (2) industrial manufacturers and consumer brands; (3) comparability in size and scope, generally based on revenue, total market capitalization and capital intensity; and (4) geographic revenue mix and status as proxy advisor peers, and reflect a balanced mix of H-D’s key business attributes:
Consumer brand;
Lifestyle brand;
Iconic / premium brand;
Capital intensive product offerings;
Large scale industrial manufacturing capabilities;
Dealer network; and
Geographically diverse / global

We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, asset class focus, etc.) and make adjustments accordingly. Based on this review, the Human Resources Committee approved the following compensation peer group for use beginning in the fourth quarter of 2021 as the Committee considered compensation for 2022.
Brown-Forman CorporationMolson Coors Beverage Company RHThe Goodyear Tire & Rubber Company
BRP Inc.Peloton Interactive, Inc.Tapestry, Inc.The Toro Company
Brunswick CorporationPolaris Inc.Tempur Sealy International, Inc.Thor Industries, Inc.
MillerKnoll, Inc.PVH Corp.Textron Inc.Winnebago Industries, Inc.
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 2021 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.
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EXECUTIVE COMPENSATION
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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.
Clawback
The Human Resources Committee believes it makes good business sense to reserve the right to claw back, or recoup, previously paid compensation or adjust credited compensation in certain circumstances. The clawback applies in the event that the Board or an appropriate Board Committee determines that an executive officer engaged in any fraud or intentional misconduct that was a contributing factor to Harley-Davidson having to restate any financial statements filed with the SEC due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. If that occurs, then the Board or the Human Resources Committee may, at its discretion and to the extent permitted by governing law, require the Company to seek reimbursement or forfeiture of any eligible compensation paid or credited to, or earned by, such executive officer.
Compensation subject to forfeiture will be any bonuses paid, or credited to, or any other incentive compensation earned by, an executive officer in excess of the amounts that would have been paid or credited to, or earned by, such executive officer during the three-year period preceding the date on which the Company is required to prepare the restatement based directly on the restated financial results.
Stock Ownership Guidelines
To reinforce the link between the long-term interests of our executives and all stakeholders, including our shareholders, we require Directors and executives to own a minimum amount of our common stock. In 2021, the Human Resources Committee approved changes to our stock ownership guidelines based on recommendations from Pay Governance to more closely align with market practice and our organizational structure. Following the changes, the guideline levels and forms of ownership that are considered are as follows:

TITLEBASE SALARY
GUIDELINE
CEO6X
In assessing the level of achievement, the Human Resources Committee takes into account personal holdings, (whether held directly or indirectly through the 401(k) plan, trusts, majority-owned entities or family members) and vested or unvested restricted stock units. Unearned performance shares and vested stock options do not count for purposes of compliance with stock ownership guidelines
Senior Executive Leaders (including NEOs)3X
Other Executives1X
The Human Resources Committee annually reviews progress and compliance with the stock ownership guidelines, with a failure to meet or show sustained progress towards achievement resulting in the potential reduction in or restriction of future stock awards. In addition to the new guidelines, the Human Resources Committee recommended and the Board approved a five-year phase in period, to allow time for our executives and Directors to come into compliance with the new guidelines. As of December 31, 2021, Mr. Zeitz had met the ownership level required by the guidelines and all of our other NEOs had additional time to meet the ownership level required by the guidelines.
Option Repricing
Under our stock plan, the repricing or exchange of underwater stock options is prohibited.
Maximum Caps and Ability to Reduce Awards
Our annual cash incentive plans provide that the Human Resources Committee may reduce awards that executives would otherwise earn by up to 50%, and there is a 200% cap on all cash payouts. Under our long-term incentive plan, the maximum payout for performance shares is 200% of the initial number of shares granted, although the value of awards remains subject to upward and downward movement in our share price.
Anti-Hedging and Pledging Policy
Given certain forms of hedging and pledging protect the individual from the full risks associated with share ownership, Directors, officers, and employees are prohibited from any hedging or pledging transactions with respect to Company securities. Without limitation, the prohibition on hedging includes any financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any position relating to Company securities (including compensation awards), including prepaid variable forward contracts, equity swaps, collars, puts, calls, and other derivative instruments and exchange funds.
This maximizes the alignment of interests with our stakeholders and minimizes the risk of executives making decisions that are not in the sustainable long-term interests of Harley-Davidson.
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EXECUTIVE COMPENSATION

2021 COMPENSATION DECISIONS AND OUTCOMES
Base Salary
The Human Resources Committee undertakes an annual review of NEO salaries to determine whether to adjust salaries. In making this determination, the Human Resources Committee generally considers a broad range of factors when setting salary, including market levels in our compensation peer group around median, internal equity among similarly situated executives within Harley-Davidson, individual performance, experience, job scope, impact, accomplishments, general business performance, and economic conditions. In 2021, the Human Resources Committee determined that, in light of the impact of the COVID-19 pandemic, it would not increase annual base salaries for the NEOs over their 2020 base salary levels. We set Ms. O’Sullivan’s base salary at $475,000 when she joined the Company in early 2021 on the basis of internal equity. The base salaries in effect for our NEOs during 2021 are stated in the chart below.
NAMED EXECUTIVE OFFICER2021 BASE SALARYCHANGE FROM 2020
Jochen Zeitz$2,500,000.00 %
Gina Goetter$475,000.00 %
Bryan Niketh$475,000.00 %
Edel O'Sullivan$475,000.00 N/A
Jagdish Krishnan$475,000.00 %
2021 Short-Term Incentive Plan (STIP)
The short-term incentive plan the Human Resources Committee approved in February 2021 used operating income as the sole performance measure. The Human Resources Committee intended the change in performance measures for 2021 to simplify the plan structure, ensure that the performance goal measured the health of our business and closely align the incentives of participants with the overall performance of the Company.

In February 2021, 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 under the short-term incentive plan, expressed as a percentage of his or her base salary, if the actual Company performance resulted in a payout at target for 2021. Consistent with its general approach of not making changes in Named Executive Officer target compensation at the beginning of 2021, the Human Resources Committee initially approved target bonus opportunities that were unchanged from 2020 with respect to 2021 performance. The Human Resources Committee approved Mr. Zeitz's target bonus opportunity for 2021 as part of the compensation terms that the Human Resources Committee established in his offer of employment as President and Chief Executive Officer in May 2020 and the Human Resources Committee set Ms. O'Sullivan's target based on internal equity among similarly situated executives within Harley-Davidson. In December 2021, the Human Resources Committee approved a one-time increase in the target bonus opportunity for Ms. Goetter for 2021, from 70% to 120% of her base salary, to acknowledge her extraordinary efforts on behalf of the transactions that we expect to result in LiveWire, our electric motorcycle division, becoming part of a new-publicly traded company. The target bonus opportunities are set forth below.
The design of the short-term incentive plan was such that, if we did not achieve the minimum level of performance, then there would be no payout. If we achieved the minimum level of performance, the threshold payout was 50% of the target opportunity; performance at or above the upper end of performance goals would result in a payout of 200% of the target opportunity.
NAMED EXECUTIVE OFFICER2021 Target Bonus Opportunity (% of Base Salary)
Jochen Zeitz60%
Gina Goetter120%
Bryan Niketh70%
Edel O'Sullivan90%
Jagdish Krishnan70%
2021 Performance Measures and Achievements
2021 Short-Term Incentive Awards
The 2021 short-term incentive plan used only one performance measure: operating income. If Harley-Davidson did not achieve a minimum level of operating income of $394 million, there would be no payout. In 2021, operating income was $823 million which
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resulted in a 200% (maximum) payout. For each NEO, we reflect his or her STIP payout in the summary compensation table under non-equity incentive plan compensation.
PERFORMANCE MEASURE (WEIGHT)THRESHOLDTARGETMAXIMUMACTUALPAYOUT
Operating Income (100%) ($ in millions)$394.0 $535.0 $656.0 $823.4 200.0 %
2021 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 make long-term incentive awards in the form of two types of equity-based awards that enable the Human Resources Committee to achieve a combination of objectives:
Performance shares enable the Committee to incentivize and reward performance in areas critical to our success; and
Restricted stock units help us retain our senior executives, whose experience is critical to the successful execution of our plans and strategies.
For each NEO, other than Mr. Zeitz, the Human Resources Committee determined a target value of long-term incentive opportunity, which we express as a percentage of base salary. Consistent with its general approach of not making changes in Named Executive Officer target compensation at the beginning of 2021, the Human Resources Committee did not make any changes to the long-term incentive opportunities for the NEOs in 2021, with the exception of Mr. Niketh. For Mr. Niketh, the Human Resources Committee approved a one-time 10% increase in the target value of long-term incentive opportunity for 2021.
We converted the target value of long-term incentive opportunity for each NEO 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.
NAMED EXECUTIVE OFFICERTARGET AWARD VALUE
(% OF BASE SALARY)
LONG-TERM INCENTIVE MIX
PERFORMANCE SHARES
(60% OF TOTAL TARGET VALUE)
RESTRICTED STOCK UNITS
(40% OF TOTAL TARGET VALUE)
Gina Goetter140 %$399,000 $266,000 
Bryan Niketh180 %$513,000 $342,000 
Edel O'Sullivan120 %$342,000 $228,000 
Jagdish Krishnan140 %$399,000 $266,000 
The Human Resources Committee decided to maintain the same mix of performance shares (60%) and restricted stock units (40%) in 2021 that it had used in 2020. The Human Resources Committee believes that the mix 60/40 of performance shares and restricted stock units provides the appropriate balance of retention and performance. We believe the mix is balanced to incentivize the team to deliver. Since turnover is common during times of significant change and transformation, we believe providing 40% of our target value for long-term incentives in the form of RSUs helps us incentivize and retain top talent.
We hired Ms. O’Sullivan in early 2021, and we established her long-term incentive award in connection with her joining our Company based on internal equity among similarly-situated executives at Harley-Davidson.
As part of the compensation terms that the Human Resources Committee established in his offer of employment as President and Chief Executive Officer in May 2020, Mr. Zeitz did not participate in the regular long-term incentive award grants in 2021. However, he did receive restricted stock units valued at $6,000,000 in 2021. He also received WIN stock options valued at $6,435,000 pursuant to a letter agreement with Mr. Zeitz that we entered into on December 1, 2021. We provide the details regarding the grant of WIN stock options in the "Other Actions" section below.
2021 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 (2021 through 2023) 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.
Harley-Davidson is in a period of transformation that did not lend itself to traditional three-year financial target setting for performance shares even before assessing the unknown impact of the pandemic as we entered 2021. We also believe Harley-Davidson must deliver for all our stakeholders – our shareholders, our customers, our employees, and our communities. As a result, for the 2021-2023 performance period, the Human Resources Committee approved performance shares that will reward selected participants, including our NEOs other than Mr. Zeitz, based on the average achievement of stakeholder-based
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EXECUTIVE COMPENSATION
performance goals for each year during the three-year performance period. The average will then be modified up or down within a range of +/-15% by our three-year relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space.
The Human Resources Committee approved the measures for year one of the 2021-2023 performance shares in February 2021. The measures and weightings are in the table below.
PERFORMANCE MEASUREWEIGHTINGDEFINITION
HDMC ROIC25%
The quotient obtained by dividing (i) Motorcycles and Related Products segment operating income after tax by (ii) HDMC invested capital in the year.

HDMC Invested Capital: the average amount of HDMC debt plus the average amount of HDMC shareholder’s equity, excluding accumulated other comprehensive income or loss for pension and postretirement benefit plans, net of tax.
HDMC Revenue25%
Total revenue for the Motorcycles and Related Products segment.
Employee Engagement25%In 2021, we implemented an employee engagement survey for our entire global workforce. We completed the engagement survey twice in 2021, and for this measure, we used the second survey which was completed in October. The measure was simply the percentage of employees who were engaged based on the survey results.
Workforce Representation25%
The total number of women and underrepresented employees in manager or above roles across the globe as a percent of the total number of employees in those roles.
2021 PERFORMANCE MEASURE (WEIGHT)THRESHOLDTARGETMAXIMUM
HDMC ROIC (25%)%10.6 %13.3 %
HDMC Revenue (25%)$3.1 B$4.1B$5.1B
Employee Engagement (25%)45.0 %56.7 %65.0 %
Workforce Representation (25%)36.0 %38.0 %40.0 %
The Human Resources Committee also approved, for the performance shares granted in 2021, the inclusion of a relative TSR modifier. Depending upon Harley-Davidson's TSR performance relative to a consumer discretionary peer group, the payout at the end of the three-year performance period can increase or decrease by +/- 15%, but the total payout cannot exceed 200% of the target award amount.
2021 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 vested upon retirement. The awards for Mr. Zeitz fully vest on the first anniversary of the grant date.
Other 2021 Equity Awards
From time-to-time, the Human Resources Committee deems it necessary to consider the grant of awards outside of our annual grants in special circumstances, for recruiting, special recognition, or retaining employees.
As we describe in the “Other Actions” section, pursuant to a letter agreement with Mr. Zeitz that we entered into on December 1, 2021, Mr. Zeitz received an award of WIN stock options on December 1, 2021.
Payout of the 2019 Performance Share Awards
In 2019, the Human Resources Committee approved grants of performance shares which, subject to performance during 2019, 2020, and 2021, were eligible for vesting in a range between 0% and 200% of the initial award amount.
Performance was assessed against three performance measures, tied to our areas of long-term strategic focus.
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PERFORMANCE MEASURE (WEIGHT)THRESHOLDTARGETMAXIMUMACTUALPAYOUT
Average HDMC ROIC (40%)13.1 %17.5 %18.4 %6.8 %0.0 %
Cumulative HDI Net Income (35%) ($ in millions)$1,315.6 $1,754.1 $1,841.8 $1,095.0 $— 
Strategic Milestone-on-time new product launch delivery (25%)N/AN/AN/A2 programs on-time6.25 %
Weighted Final Result6.25 %
There was no payout resulting from the ROIC and net income measures due to below threshold results. The strategic milestone resulted in a payout of 6.25% out of a possible 25%. There were 5 programs considered for the milestone; one delivered on time for 5% achievement, one had a delayed delivery for partial achievement of 1.25% and the other three were either delayed beyond the threshold or cancelled. Notably, the Human Resources Committee did not make any adjustment to the calculated award outcome even though the below-threshold result was largely due to the impact of the global pandemic on 2020 results for Cumulative Net Income and HDMC Average Return on Invested Capital.
Other Actions
On December 1, 2021, we entered into a letter agreement with Mr. Zeitz regarding the terms of his employment as he continues his service as Chief Executive Officer. The Human Resources Committee and the Board believed it was imperative that Mr. Zeitz remain as Chief Executive Officer to provide continuity as we implement The Hardwire, our five-year strategic plan that we announced in February 2021.
In developing Mr. Zeitz’s new compensation terms, the Human Resources Committee factored in shareholder feedback, which included a desire for the following: reduction in base salary, more emphasis on variable cash compensation and a long-term performance component. In addition, the Human Resources Committee considered, consistent with its regular practice for compensation decisions affecting executive officers, market compensation data from our new peer group of companies selected by the Human Resources Committee. According to those data, we expect Mr. Zeitz’s annualized target compensation to be in a range between the median and the 75th percentile of our peer group’s chief executive officers. For this purpose, annualized target compensation includes one-third of the value of the WIN stock options that we describe below, rather than the full value shown in the summary compensation table, given that the options provide an incentive for Mr. Zeitz to serve the Company during 2022, 2023 and 2024. Negotiations with Mr. Zeitz also influenced the new compensations terms. Although this deviated from our practice of setting compensation within a 20% range of the 50th percentile of our compensation peer group, the Human Resources Committee concluded doing so was appropriate under the circumstances which led the Human Resources Committee to approve our entry into the letter agreement.
The letter agreement provides that Mr. Zeitz will have an annual base salary of $1.9 million -- a reduction of $600,000 from his 2021 base salary -- and a target annual bonus opportunity of $2.4 million. These compensation changes became effective January 1, 2022.
In addition, the letter agreement provides that Mr. Zeitz will be eligible to participate in our long-term incentive plan and will receive an equity award consisting of RSUs with a target value of $6.0 million as of the grant date of February 9, 2022 and an award of options to purchase 500,000 shares of our common stock, which we have called the WIN stock options. We granted the WIN stock options on December 1, 2021. We granted or will grant the awards under our 2020 Incentive Stock Plan or a successor equity incentive plan.
The RSUs will vest with respect to 50% of the total RSUs on the first anniversary of the grant date and ratably with respect to the remaining 50% over the subsequent 12 months. In addition, under our current retirement policy, the second 50% of the RSUs will vest on an accelerated basis if Mr. Zeitz retires a year or more after the grant date. The WIN stock options will vest only if stock price performance goals and continued service thresholds are met as we disclose in the table below. The Human Resources Committee believes shareholders will benefit or "win" if the performance goals are achieved and the service thresholds are met. The Board elected to grant the WIN stock options rather than performance share units as the long-term performance component of Mr. Zeitz’s new compensation terms to provide a focused incentive to increase shareholder value.
10-day Average Closing
Stock Price Achievement During 5-Year Period Beginning on Grant Date*
Employment Through A Date Prior to December 31, 2023
(% Exercisable)
Employment as CEO Through December 31, 2023 (% Exercisable)Employment as CEO or Board-Approved Role Through December 31, 2024 (% Exercisable)
$65.00 or higher (% Exercisable)0%66.0%**100.0%**
$60.00 (% Exercisable)0%52.8%80.0%
$55.00 (% Exercisable)0%39.6%60.0%
$50.00 (% Exercisable)0%26.4%40.0%
$45.00 (% Exercisable)0%13.2%20.0%
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EXECUTIVE COMPENSATION
Less Than $45 (% Exercisable)0%0.0%0.0%
Stock Option TermNAIf termination occurs before December 31, 2024, stock option term reduced to six years from grant dateStock option term remains
ten years from grant date
*Percentage of the WIN stock options that are exercisable will be interpolated linearly between specified stock price achievement levels.
**Percentage indicates percentage of WIN stock options that become non-forfeitable (i.e., vested) based on employment through this date.
Mr. Zeitz will forfeit any portion of the WIN stock options that are not vested based on continued service at the time of Mr. Zeitz’s termination of employment, except that, if Mr. Zeitz’s employment is terminated by us without cause prior to December 31, 2023, then he will be deemed to have satisfied the continuous employment requirement with respect to a pro rata portion of the 66% of the WIN stock options that were tied to his continuous employment through December 31, 2023. Any portion of the WIN stock options that are not exercisable based on the stock price goals by December 31, 2026, will be forfeited as of such date, and any unexercised portion of the WIN stock options will be immediately forfeited if Mr. Zeitz’s employment is terminated for cause.
Because the service conditions are strict, the WIN stock options provide a significant incentive for Mr. Zeitz to continue as Chief Executive Officer or in another Board approved role. In general, no WIN stock options are exercisable if Mr. Zeitz does not continue as Chief Executive Officer through December 31, 2023. At December 31, 2023, only 66% of the WIN stock options will vest. The remainder will vest only if Mr. Zeitz continues as Chief Executive Officer or in another Board-approved role through December 31, 2024, absent a termination without cause. Finally, to provide a further incentive for performance and continued service, a voluntary termination before December 31, 2024 reduces any WIN stock option term from 10 years to 6 years.
Subject to the approval of the Human Resources Committee, we expect Mr. Zeitz’s 2023 and future long-term incentive grants to have a target grant date value of no less than $6,000,000 annually and to be delivered entirely in the form of RSUs that will vest with respect to 50% of the RSUs granted on the first anniversary of the grant date and with respect to the remaining 50% of the RSUs granted ratably over the subsequent 12 months. In addition, under the Company’s current retirement policy, the second 50% of the RSUs will vest on an accelerated basis if Mr. Zeitz retires a year or more after the grant date.
The letter agreement also confirms Mr. Zeitz’s continued entitlement to a Transition Agreement and participation in our Executive Severance Policy. It also addresses certain relocation benefits at the conclusion of his tenure.
Mr. Zeitz also received a $1,500,000 bonus in February 2021 that had been contingent on approval by the Board of strategic and financial plans at the September 2020 meeting of the Board, which approval the Board gave. We reported this as compensation for Mr. Zeitz in 2020.
In January 2021, the Human Resources Committee approved a one-time $500,000 cash sign-on bonus to Ms. O'Sullivan to assist with her transition from her previous role.
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 similar form and manner to our other salaried employees, with a goal across the Company of being competitive in the markets in which we compete for talent.
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Retirement and Savings Plans
There are several retirement and savings plans the Company offers to eligible employees. Any eligible employee participates on the same terms as the executive officers.
PLANOVERVIEW
Active Plans
HD Retirement
Savings Plan for Salaried Employees
Qualified section 401(k) savings plans for eligible employees, which we believe are competitive with plans of other similar companies.
All NEOs participate in this plan.
HDI Deferred
Compensation Plan
A non-qualified Deferred Compensation Plan for salaried employees in which a group of highly compensated employees (as defined by the Internal Revenue Code) is eligible to participate, including the NEOs.
Under our non-qualified Deferred Compensation Plan, we pay participants amounts that would have been accrued or payable under the Retirement Savings Plan if statutory limits that apply to that plan as a qualified plan under the Internal Revenue Code had not been applicable.
Under the terms of this plan, participants can defer a portion of their base salary and a portion of their annual STIP payment. If a participant in this plan makes an election to defer eligible compensation, and there are statutory limits on such participant’s ability to defer at least 6% of eligible compensation into the qualified employee Retirement Savings Plan, then the participant will also receive company matching contributions in this plan that would have been made in the qualified plan if no statutory limit had been applicable.
We believe earnings on amounts deferred reflect the returns available in the market because investment options in the Deferred Compensation Plan that are participant-directed are similar to those that exist in our 401(k) plan. This plan is structured to comply with Section 409A of the Internal Revenue Code.
All NEOs are eligible to participate in this plan.
Legacy Plans
HDMC Retirement Annuity Plan
A qualified non-contributory, defined benefit pension plan, which covers HDMC U.S. salaried employees who were hired prior to August 1, 2006. The plan has been closed to new participants since August 1, 2006. Mr. Niketh participated in this plan at December 31, 2021.
HDMC Restoration Plan
A non-qualified Pension Benefit Restoration Plan under which we pay participants amounts that would have been accrued under or payable from the HDMC Retirement Annuity Plan if statutory limits that apply as a plan qualified under the Internal Revenue Code had not been applicable. The plan has been closed to new participants since August 1, 2006. Mr. Niketh participated in this plan at December 31, 2021.

Perquisites
In addition to the benefits detailed above, the NEOs received a limited number of perquisites in 2021. We provide limited perquisites to ensure we remain market competitive.
PLANOVERVIEW
Retirement Insurance Allowance Plan
Historically, we provided certain executives, including the NEOs, who retire after reaching age 55, and after attaining five or more years of service, a benefit in lieu of providing post-retirement life insurance. This consists of a payment equal to two years’ base salary at retirement. The executive is responsible for all taxes associated with this payment. The plan has been closed to new participants since December 31, 2015.
As of December 31, 2021, Mr. Niketh is eligible to receive this benefit upon his retirement. The other NEOs do not participate in this benefit.
Executive Physical and Health Savings Account
Certain executives, including all NEOs, are eligible to receive an annual executive physical. In addition, executives are eligible to participate in the Company’s Healthy Behavior Rewards program under which they can earn credits to their Health Savings Account or Health Reimbursement Account, which is available to substantially all of the Company’s employees.
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EXECUTIVE COMPENSATION
PLANOVERVIEW
Use of Corporate Aircraft
The Human Resources Committee approved Mr. Zeitz's use of the corporate aircraft to occasionally commute between Wisconsin and New Mexico.
We have entered into time-share agreements with certain former and current NEOs, who do not include Mr. Zeitz, to provide terms governing the personal use of corporate aircraft for such NEOs and to require the NEOs to pay for each personal flight. The amount that the NEO pays for each personal flight is equal to the greater of the aggregate incremental cost to the Company for such flight and the Standard Industry Fare Level valuation used to impute income for tax purposes. In all cases, the CEO must approve all personal use, and any business use for our corporate aircraft takes priority over an NEO’s request for personal use. Other than Mr. Zeitz, an NEO must enter into such an agreement to be eligible to use the corporate aircraft for personal use.
Executive Spousal or
Partner Travel
We provide for spousal/partner travel for certain customer and dealer-facing events that executives (including NEOs) are required to attend. We deem this long-standing practice appropriate because many of our dealers are family-owned and operated and we derive substantial value from personal relationships with our dealer partners.
ADDITIONAL INFORMATION
Tax and Accounting Considerations
Section162(m) of the Internal Revenue Code limits the tax deductibility of compensation that we pay to certain covered employees, generally including our NEOs, to $1,000,000 in any year. The Human Resources Committee believes that shareholders’ interests are best served by not restricting its discretion and flexibility in structuring compensation, even though doing that may result in certain non-deductible compensation expenses. Because many different factors influence a well-rounded, comprehensive executive compensation program, some of the compensation we provide to our executive officers is likely not to be fully deductible for tax purposes due to Section 162(m).
Equity Award and Grant Practices
We make awards of equity to certain employees, including our NEOs and Directors, under an established process that the Committee has approved using a shareholder-approved stock plan.
Annual equity awards to employees historically have taken place in February after the release of fourth-quarter earnings, at which time the “window” for effecting transactions in our stock is generally open for those employees who may, through their job responsibilities, have access to material non-public information.
Off-cycle equity award grants may only be effective on dates during an open window period and occur after the CEO or Human Resources Committee, determines that an individual is deserving of an award because: (i) an eligible employee is a recent hire; (ii) an employee has excelled in his/her 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 approved the grant of WIN stock options for Mr. Zeitz on December 1, 2021, which was an exception to the process, to better align the grant timing and the timing of the agreement on compensation terms that the Committee reached with Mr. Zeitz.
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 in Control
On December 31, 2021, we had Transition Agreements with Messrs. Zeitz, Niketh, and Krishnan and Mses. Goetter and O'Sullivan, which become effective upon a change of control of Harley-Davidson, Inc. as defined in their Transition Agreements.
In the agreements with these NEOs, to the extent that payments to these executives under these agreements would be considered “excess parachute payments” as defined in Section 280G of the Internal Revenue Code, the payments will be reduced to a point at which they are no longer considered excess parachute payments or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit to the executive.
The Transition Agreements do not provide for the payment of an excise tax gross-up or any benefits in the event the executive voluntarily terminates his or her 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.
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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 Policy that provides for a cash severance benefit of 24 months of base salary and 18 months continuation of certain employee benefits, such as life insurance, medical, dental, vision, as well as outplacement and financial planning benefits, if we terminate employment for reasons other than for cause. During 2021, the Human Resources Committee amended the Executive Severance Policy to provide that the cash severance benefits would be paid over time rather than in a lump sum and to eliminate a financial planning benefit to align with market practice. To receive a severance payment under this policy, the executive must agree to certain restrictive covenants and execute a general release of claims against the Company.
2022 Aspirational Incentive Plan
As we describe in more detail in Item 5 found on page 1 of this Proxy Statement, our largest shareholder, H Partners, through its representative on the Board of Directors, proposed to the Board that shareholders be asked to approve special supplemental performance awards to a small group of executives, including our Named Executive Officers, and a special share reserve for purposes of these awards. These awards only accrue value if the Company’s stock price increases considerably over the next three and one-half years.
We will reserve approximately 3,000,000 shares for the Performance Shares in the Aspirational Incentive Plan. Participants in the Aspirational Incentive Plan will be our CEO, Mr. Zeitz, with a grant of 1,500,000 performance shares and a small group of other executive leaders, including our Named Executive Officers, sharing another 1,500,000. Shares will be earned when our stock price achieves sustained levels between $70 and $130 per share on or before December 31, 2025 and will then vest 50 percent immediately and 50% one year after achievement subject to continuous employment.
2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
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EXECUTIVE COMPENSATION
2021 COMPENSATION DETAILS AND SUPPORTING TABLES
Summary Compensation Table
NAME AND
PRINCIPAL POSITION
(a)
YEAR
(b)
SALARY
($)
(c)
BONUS
($)
(1)
(d)
STOCK
AWARDS ($)
(2)
(e)
OPTION
AWARDS
($)
(3)
(f)
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)
(4)
(g)
CHANGE
IN PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS
($)
(5)
(h)
ALL OTHER
COMPENSATION
($)
(6)
(i)
TOTAL ($)
(j)
Jochen Zeitz
President and Chief Executive Officer
2021$2,500,000 $— $6,000,030 $6,435,000 $3,000,000 $— $170,538 $18,105,568 
2020$1,682,692 $1,000,000 $5,000,017 $— $1,500,000 $— $206,233 $9,388,942 
Gina Goetter
Chief Financial Officer
2021$475,000 $— $402,622 $— $1,140,000 $— $17,654 $2,035,276 
2020$115,096 $350,673 $— $— $— $— $— $465,769 
Bryan Niketh
SVP Motor Company Product & Ops HDMC
2021$475,000 $— $517,630 $— $665,000 $112,000 $10,210 $1,779,840 
Edel O'Sullivan
Chief Commercial Officer
2021$398,219 $500,000 $347,275 $— $716,795 $— $— $1,962,289 
Jagdish Krishnan
Chief Digital Officer
2021$475,000 $— $402,622 $— $665,000 $— $22,386 $1,565,008 
(1)Ms. O'Sullivan received a $500,000 cash bonus in connection with her appointment as Chief Commercial Officer of the Company, effective March 1, 2021.
(2)We calculated the compensation related to stock (restricted stock units and performance shares) based on the grant date fair value of an award as determined pursuant to Accounting Standards Codification Topic 718 ("ASC 718"). We based the grant date fair value of restricted stock unit awards on the market price of the underlying stock as of the date of grant (which considers the value of dividend equivalents that the holder is entitled to receive). The grant date fair value of performance share awards was determined using a Monte Carlo simulation on the date of grant pursuant to ASC 718. Refer to Note 17 of our financial statements included in our 2021 Annual Report on Form 10-K for details regarding assumptions we used to value the performance awards. The annual performance goals for each fiscal year of the performance period for the performance share awards are established and communicated to the NEO at the beginning of each fiscal year. The value of the performance shares granted to the NEOs included in the table above represents the grant date fair value of one-third of the total 2021 performance share award. 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, under ASC 718, the total award is considered granted in three equal amounts on the dates the annual performance goals for each fiscal year are communicated. The value included in the summary compensation table is based on achieving the performance objectives at target. The maximum performance share award value for 2021 grants, 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: Ms. Goetter - $273,189, Mr. Niketh - $351,227, Ms. O'Sullivan - $238,543, and Mr. Krishnan - $273,189.
(3)We have calculated the compensation related to stock option awards based on the grant date fair value of the award. The grant date fair value of the stock option award was determined using a Monte Carlo simulation on the date of grant. Refer to Note 17 of our financial statements included in our 2021 Annual Report on Form 10-K for details regarding assumptions we used to value the option awards.
(4)The amount in this column for 2021 includes the amounts each NEO earned under his or her STIP award for 2021 which we paid during 2022. For each year in this table, this column shows compensation for the year in which it was earned, even if we paid the amount during the following year.
(5)The amounts in this column represent the aggregate change in the actuarial present value of each NEO's accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) from the plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for 2020 to the plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for 2021. Refer to the narrative to the Pension Benefits Table for further information.
(6)All other compensation in 2021 consisted of the following:
401(K) PLAN
CONTRIBUTION
DEFERRED
COMPENSATION
PLAN
CONTRIBUTION
HEALTHCARE
ACCOUNT
CONTRIBUTION
AIRCRAFT USAGE(i)TOTAL
Jochen Zeitz$24,450 $57,708 $— $88,380 $170,538 
Gina Goetter$17,654 $— $— $— $17,654 
Bryan Niketh$8,700 $760 $750 $— $10,210 
Edel O'Sullivan$— $— $— $— $— 
Jagdish Krishnan$17,992 $3,644 $750 $— $22,386 
(i)Compensation for executive aircraft usage is based on the incremental cost to the Company. Incremental cost is calculated based on an annual average cost per flight hour which includes costs for fuel, landing/hanger fees, crew travel costs, catering, and other variable flight expenses. This annual average cost per flight hour is then multiplied by the hours flown in connection with executive aircraft usage, including any flight hours necessary to reposition the aircraft. Since we use our aircraft primarily for business travel, we do not include costs that the Company would have incurred regardless of executive aircraft usage, such as depreciation, pilot salaries, and maintenance costs.
54
HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

EXECUTIVE COMPENSATION
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GRANTS OF PLAN BASED AWARDS FOR 2021
NAME
(a)
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
SECURITIES
UNDERLYING
OPTION (4)
(#)
(j)
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/sh) (k)
GRANT
DATE
FAIR
VALUE
OF STOCK
AND
OPTION
AWARDS
(l)
THRESHOLD
($)
(c)
TARGET
($)
(d)
MAXIMUM
($)
(e)
THRESHOLD
(#)
(f)
TARGET
(#)
(g)
MAXIMUM
(#)
(h)
Jochen ZeitzSTIP02/19/21$750,000 $1,500,000 $3,000,000 
RSUs02/03/21— — — 181,764 $6,000,030 
Stock Options12/01/21500,000 $36.63 $6,435,000 
Gina GoetterSTIP02/19/21$285,000 $570,000 $1,140,000 
Performance Shares02/03/212,015 4,029 8,059 $136,594 
RSUs02/03/218,059 $266,028 
Bryan NikethSTIP02/19/21$166,250 $332,500 $665,000 
Performance Shares02/03/212,590 5,180 10,361 $175,613 
RSUs02/03/2110,361 $342,017 
Edel O'SullivanSTIP03/01/21$179,199 $358,397 $716,795 
Performance Shares05/04/211,190 2,381 4,761 $119,271 
RSUs05/04/214,761 $228,004 
Jagdish KrishnanSTIP02/19/21$166,250 $332,500 $665,000 
Performance Shares02/03/212,015 4,029 8,059 $136,594 
RSUs02/03/218,059 $266,028 
(1)In February 2021, the Human Resources Committee formally approved the STIP relating to 2021 performance. Under this plan, each eligible NEO had the potential to earn the estimated future payouts that we disclose above during 2021. We include further details regarding this plan, including information on performance criteria, in the “2021 Short-Term Incentive Plan” section of the “Compensation Discussion and Analysis”.
(2)The amounts shown represent performance shares that we granted to NEOs in 2021. The performance shares allow NEOs to earn a specified number of shares of our common stock at the end of a three-year performance period that will range between 0% and 200% of the target level award amount. The number of shares of our stock that the NEO will earn will be based on the Company's average achievement of performance goals for each fiscal year during the three-year performance period including the fiscal years 2021 through 2023, modified by the Company's relative total shareholder return performance compared to a predetermined peer group, measured over the same three-year performance period. The annual performance goals for each fiscal year are established and communicated to the NEO at the beginning of each fiscal year. The performance goals for the 2021 fiscal year relate to return on invested capital, revenue, diversity, and employee engagement. These measures are discussed under “2021 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. The number of performance shares granted to NEOs included in the table above represents one-third of the total 2021 performance share award. 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, under ASC 718, the total award is considered granted in three equal amounts on the dates the annual performance goals for each fiscal year are communicated.
(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 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 amounts shown represent stock options that we granted to Mr. Zeitz in 2021.The WIN stock options will vest only if stock price performance goals and continued service thresholds are met. Any portion of the WIN stock options that are not vested based on continued service at the time of Mr. Zeitz’s termination of employment will be forfeited, except that, if Mr. Zeitz’s employment is terminated by us without cause prior to December 31, 2023, then he will be deemed to have satisfied the continuous employment requirement with respect to a pro rata portion of the 66% of the WIN stock options that were tied to his continuous employment through December 31, 2023. Any portion of the WIN stock options that are not exercisable based on the stock price goals by December 31, 2026, will be forfeited as of such date, and any unexercised portion of the WIN stock options will be immediately forfeited if Mr. Zeitz’s employment is terminated for cause. Finally, to provide a further incentive for performance and continued service, a voluntary termination before December 31, 2024 reduces any WIN stock option term from 10 years to 6 years. Refer to "Other 2021 Equity Awards" within the Compensation Discussion and Analysis section for a more detailed description of the WIN option awards.
2022 PROXY STATEMENT  HARLEY-DAVIDSON, INC.
 55

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EXECUTIVE COMPENSATION
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
For 2021, 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
Life insurance-related benefits, including payments in lieu of post-retirement life insurance, 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 "2021 Compensation Decisions and Outcomes" section of the "Compensation Discussion and Analysis."
Harley-Davidson CEO Pay Ratio for 2021
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, 2021. For our 2021 ratio, as required, we used a new median employee using the following methodology:
We identified each individual that we employed globally on October 15, 2021;
We then compared the base salary or base wages that we paid to each individual in our employee population during 2021;
We annualized the base salary for any individual who commenced work with us after January 1, 2021; and
We identified 113 employees to whom we paid approximately the same base compensation during 2021. From that group of employees, we conducted a random sample to identify a sub-group of employees from which to select our median employee. We then used assumptions that we considered reasonable based on our knowledge of our employee population to select an employee from the sub-group as the median employee that we thought was most representative of our employee population.
To calculate our ratio for 2021, we calculated such median employee’s annual total compensation for 2021 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 $86,402, and our CEO’s total compensation (as reported in the Summary Compensation Table) was $18,105,568, resulting in a ratio of the median employee’s compensation to our CEO’s compensation of approximately 1:210.
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HARLEY-DAVIDSON, INC.  2022 PROXY STATEMENT

EXECUTIVE COMPENSATION
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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021
NAME
(a)
NUMBER
OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
EXERCISABLE
(1)
(b)
NUMBER
OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
UNEXERCISABLE
(2)
(c)
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER  OF
SECURITIES
UNDERLYING
UNEXERCISED
UNEARNED
OPTIONS
(#)
(d)
OPTION
EXERCISE
PRICE
($)
(e)
OPTION
EXPIRATION
DATE
(f)
NUMBER OF
SHARES
OR UNITS OF
STOCK
THAT
HAVE NOT
VESTED (#)
(3)
(5)
(g)
MARKET
VALUE
OF SHARES
OR UNITS OF
STOCK
THAT HAVE
NOT VESTED
($)
(h)
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER
OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
(#)
(4)
(5)
(i)
 
EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET
OR
PAYOUT
VALUE
OF
UNEARNED
SHARES,
UNITS
OR  OTHER
RIGHTS
THAT
HAVE NOT
VESTED
($)
(4)
(j)
Jochen Zeitz— 500,000 — $36.63 12/31/26181,764 $6,850,685 — $— 
Gina Goetter— — — 8,059 $303,744 7,052 $265,790 
Bryan Niketh2,722 — — $63.49 02/03/2518,358 $691,913 12,891 $485,862 
1,711 — — $62.33 02/04/24
1,957 — — $51.78 02/04/23
Edel O'Sullivan