Jagdish Krishnan
HARLEY-DAVIDSONAbout Jagdish Krishnan
Harley-Davidson’s Chief Digital and Operations Officer (CDOO) since March 6, 2023; with the company since 2020, age 50. Prior roles include Chief Digital Officer at Bose (2016–2020), and leadership positions at Deloitte & Touche and Panti Computer Systems spanning information security, enterprise software development, and IT operations—indicating deep digital and operations expertise aligned to HOG’s Hardwire plan execution . Company performance context during 2024: combined HDMC+HDFS operating income was $526M (below STIP threshold), HDFS revenue grew 9% with operating income up 6%, and U.S. Touring segment share approached ~75% on new model launches; company TSR for 2024 implied $100→$88 vs peer group $100→$180, underscoring macro headwinds and pay-for-performance outcomes (no STIP payout) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bose Corporation | Chief Digital Officer | 2016–2020 | Led digital transformation; experience in consumer hardware ecosystems |
| Deloitte & Touche | Leadership positions | — | Led information security and enterprise software programs |
| Panti Computer Systems | Leadership positions | — | Led IT operations and software development initiatives |
External Roles
Skip – no external board roles disclosed for Krishnan .
Fixed Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $475,000 | $562,000 | $575,000 |
| Benefits/Other ($) | $38,035 | $62,850 | $55,129 (401k $28,725; Deferred Comp $26,404) |
| Pension Eligibility | Not eligible | Not eligible | Not eligible |
| Deferred Comp (Exec/Company/Earnings/Balance) | — | — | Exec $100,000; Co $26,405; Earn $41,826; Bal $356,627 |
Performance Compensation
Annual STIP (Short-Term Incentive)
- Target bonus 75% of base salary; 2024 payout 0% (below thresholds) .
- STIP metrics and results: | Metric (Weight) | Threshold | Target | Max | Actual | Payout | |---|---|---|---|---|---| | Combined HDMC+HDFS Operating Income (80%) ($mm) | $660.0 | $825.0 | $990.0 | $526.0 | 0% | | Core Units Retail YoY Growth (20%) | 2.5% | 5.0% | 7.3% | -2.9% | 0% |
Long-Term Incentives (LTIP)
- 2024 LTI target grant: 140% of base salary, split 60% PSUs and 40% RSUs (design continues pay-for-performance) .
- 2024 grants and vesting:
- PSUs: 7,128 target shares; performance period 2024–2026; metrics 50% HDMC ROIC and 50% HDMC Revenue with TSR modifier ±15% vs BRP/Brunswick/Polaris/Thor/Winnebago .
- RSUs: 9,505 units; vest 1/3 annually on first, second, third anniversaries; retirement eligibility after 55 triggers full vest of awards granted ≥12 months prior .
- 2022–2024 PSU cycle payout: 90% of target (TSR-adjusted) for NEOs; awarded Feb 6, 2025; Zeitz excluded; applicable to Krishnan’s 2022-cycle grants .
Multi-year Compensation Outcomes
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (Grant-date fair value) | $3,185,656 | $794,675 | $1,033,889 |
| Non-Equity Incentive (STIP) | $379,383 | $276,893 | $0 |
| Total Compensation | $4,078,074 | $1,696,418 | $1,664,018 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial Shares Owned | 28,129 shares (<1% of class) |
| RSUs Held (not counted in % of class) | 23,354 units |
| Unvested RSUs at 12/31/24 (Market Value) | 23,746 units; $715,467 |
| Unearned Performance Shares at 12/31/24 (Payout Value Basis) | 46,251 units; $1,393,543 |
| Upcoming RSU & Earned PS Vesting | Feb 2025: 15,456; Feb 2026: 5,121; Feb 2027: 3,169 |
| Upcoming Unearned PS Vesting Windows | Feb 2026: 8,052; Feb 2027: 8,199 (subject to final results) |
| AIP Performance Shares (price-triggered) | 30,000 units; earnable by 12/31/2025 if share-price hurdles reached; 50% vests immediately upon trigger, 50% one year later (per updated change-of-control treatment introduced Feb 2025) |
| Stock Ownership Guidelines | Senior Executives 3x base salary; 5-year phase-in; as of 12/31/24 non-CEO NEOs had additional time to comply |
| Hedging/Pledging | Prohibited for directors/officers/employees (alignment policy) |
| Clawbacks | SEC-compliant clawback for erroneous incentive comp; DOJ misconduct-based recovery for employees/supervisors |
Employment Terms
| Provision | Key Terms | Economics (Krishnan) |
|---|---|---|
| Executive Severance Plan (no change-of-control) | If terminated not-for-cause: 24 months salary continuation; prorated annual incentive; lump-sum medical/dental/vision contribution; outplacement payment; restrictive covenants required | ~$1,211,291 total (Salary continuation $1,150,000; Health & Welfare $49,010; Life Insurance continuation $2,281; Outplacement $10,000) |
| Transition Agreement (change-of-control) | Double-trigger equity vesting; cash severance equals 2×(highest base) + 2×(current target bonus); interrupted bonus payout; benefits; no excise tax gross-ups (cut-back vs pay-and-tax whichever best after-tax) | Cash Severance $2,012,500; Interrupted Bonus $431,250; Benefits $91,292; Equity acceleration value $1,197,490; Total ~$3,732,532 |
| Equity Vesting Rules | RSUs vest 3-year ratable; retirement vesting at ≥55 for awards granted ≥12 months; PSUs pro-rata vest on retirement based on service and final results; double-trigger vesting on LTI since 2019 | |
| Insider Trading & Governance | Insider Trading Policy; Disclosure Committee; robust committee oversight and governance practices |
Investment Implications
- Strong pay-for-performance alignment: Zero STIP payout for 2024 and PSU design tied to HDMC ROIC/Revenue with TSR modifier reinforce variable pay sensitivity to fundamentals and share-price trends .
- Potential near-term selling pressure from scheduled vesting: Significant RSU/earned PS tranches vest in Feb 2025–2027, and AIP performance shares could partially vest if stock hits specified thresholds by year-end 2025—creating potential liquidity events; however, hedging/pledging prohibitions mitigate misalignment risk .
- Retention and COC economics: Double-trigger protection and ~2× salary+bonus cash severance under change-of-control provide competitive retention value without tax gross-ups; non-COC severance is standard and covenant-protected .
- Execution risk considerations: 2024 operational headwinds (interest rates, discretionary demand) and company TSR underperformance vs peers emphasize the importance of digital/operations execution under Krishnan’s remit; cost productivity progress ($257M to date) is supportive of margin initiatives .