Allan Golston
HARLEY-DAVIDSONAbout Allan Golston
Allan C. Golston (age 58) has served on Harley-Davidson’s Board since 2017 and is an independent director. He is President, United States Program at the Bill & Melinda Gates Foundation (since 2006) and previously served as the Foundation’s Chief Financial and Administrative Officer (2000–2006). He is designated an Audit Committee Financial Expert by HOG’s Board and currently chairs the Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bill & Melinda Gates Foundation | Chief Financial and Administrative Officer | 2000–2006 | Senior finance leadership spanning controls, reporting, and administration |
| Swedish Health Services | Finance executive | Not disclosed | Healthcare finance and operations experience |
| University of Colorado Hospital | Finance executive | Not disclosed | Healthcare finance and operations experience |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation | President, United States Program | 2006–present | Led strategic initiatives, including office expansions in India and China |
| Stryker Corporation (NYSE: SYK) | Director | Current | Chair, Compensation Committee; member, Nominating & Corporate Governance; former Audit Committee member |
| Gates Philanthropy Partners | Director | Current | Non-profit board service |
Board Governance
- Committee assignments: Member, Audit & Finance Committee; Chair, Nominating & Corporate Governance Committee; Audit Committee Financial Expert designation .
- Independence: HOG Board affirms Golston is independent under NYSE rules .
- Attendance and engagement:
- Board met 6 times in 2024; all nominees attended ≥75% of Board and committee meetings on which they served .
- Executive sessions of independent directors held at each regularly scheduled quarterly meeting .
| Committee | Golston Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit & Finance Committee | Member | 11 | Committee oversees financial reporting, internal controls, cybersecurity; Golston is an SEC “financial expert” |
| Nominating & Corporate Governance Committee | Chair | 4 | Oversees board evaluation, conflicts process, trading/hedging policies for directors |
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual retainer (2024) | $110,000 | Standard non-employee director retainer |
| NCGC Chair fee | $20,000 | Additional annual retainer for committee chair |
| AFC member fee | $5,000 | Additional annual retainer for committee membership (non-chair) |
| Fees earned by Golston (2024) | $135,000 | Sum of retainer + chair + committee member fee |
| Portion of fees taken in stock (2024) | $67,500 | Golston elected 50% of fees in stock |
| Clothing allowance/perks | Up to $1,500 | Apparel allowance; standard discount program; occasional temporary motorcycle use |
Performance Compensation (Director)
| Component | Amount/Structure | Detail |
|---|---|---|
| Annual share unit grant (2024) | $145,000 | Share units valued at $145,000; ~4,095 units granted |
| Vesting | Immediate | Share units vest in full on grant date |
| Deferral elections | Permitted | Cash/stock retainer can be deferred; units credited to share account and paid in stock upon departure or 1-year anniversary |
| Option awards | $0 | No director option grants in 2024 |
| Performance metrics (director awards) | None disclosed | Director equity is time-based; no performance hurdles |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Stryker Corporation | Director | Chair, Compensation; member, NCGC; former Audit | No HOG-related party transactions disclosed; oversight experience in compensation governance |
| Gates Philanthropy Partners | Director | — | Non-profit; no HOG transactional ties disclosed |
- Governance highlights: HOG policy states no directors serve on an excessive number of boards; annual elections; proxy access; no poison pill; majority voting with robust resignation policy .
Expertise & Qualifications
- Finance and audit: Former CFO/CAO; designated Audit Committee Financial Expert; contributes to AFC oversight of reporting, controls, and cybersecurity .
- Strategic leadership: Led major program initiatives and international expansions at Gates Foundation; experience integrating business outcomes with social responsibility .
- Governance: Chairs HOG’s NCGC, overseeing board evaluations, conflicts process, and director trading/hedging policy .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 48,754 (less than 1% of class) |
| Stock ownership guideline | 5× annual retainer (five-year phase-in from May 2021 or election date) |
| Hedging/pledging | Prohibited (no hedging, pledging, short sales) |
| Section 16 compliance | Directors and officers complied with filing requirements in 2024 |
Shareholder Support Signals (Votes)
| Item | For | Against/Withhold | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Re-election of Allan Golston (2025) | 96,191,655 | 3,364,744 (withhold) | — | 3,449,002 |
| Say-on-Pay (2025) | 68,453,322 | 19,792,428 | 11,310,649 | 3,449,002 |
| 2025 Director Stock Plan | 83,808,786 | 4,405,602 | 11,342,011 | 3,449,002 |
Conflicts & Related Party Exposure
- Conflict of Interest Policy: NCGC (chaired by Golston) oversees director conflicts; waivers disclosed if granted .
- Related-party transactions: None involving directors requiring disclosure in 2024; NCGC Chair reviewed Waste Management’s modest supplier relationship (linked to another director) and determined no conflict .
- Trading/hedging policy: NCGC reviews director policies; hedging/pledging prohibited .
Governance Assessment
- Strengths:
- Independent director with deep finance credentials and designated audit financial expert; sits on AFC and chairs NCGC, reinforcing board oversight quality .
- Attendance meets Board standards; independent executive sessions each quarter support robust oversight .
- Compensation alignment: 50% of retainer taken in stock; annual director share units; director ownership guideline at 5× retainer promotes “skin in the game” .
- Shareholder support: Strong “FOR” vote for Golston’s re-election; Director Stock Plan approval indicates investor acceptance of equity-aligned director pay .
- Watch items:
- Director awards are time-based (no performance hurdles), typical for boards but offers limited performance linkage compared to PSUs; however, mix includes mandatory equity and ownership guidelines .
- Compliance status with ownership guideline not disclosed by individual; monitor future proxy for explicit status .
- Red flags: None disclosed—no related-party transactions, hedging/pledging prohibited, and Section 16 compliance affirmed .