Jared Dourdeville
HARLEY-DAVIDSONAbout Jared Dourdeville
Independent director since 2022; age 36. Partner at H Partners Management, LLC (major HOG shareholder) since January 2022; previously Managing Director (2018–2022) and Senior Analyst (2015–2018) at H Partners; earlier Research Associate at Harvard Business School (2011–2013). Holds a BA in Engineering with a specialization in Mechanical Engineering and Materials Science from Harvard University; brings a long-term investor perspective and technology leverage experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H Partners Management, LLC | Partner | Jan 2022–present | Major HOG shareholder; long-term value focus |
| H Partners Management, LLC | Managing Director | 2018–Jan 2022 | Investment, transformation, reinvigoration strategy |
| H Partners Management, LLC | Senior Analyst | 2015–2018 | Research and analysis supporting investments |
| Harvard Business School | Research Associate | 2011–2013 | Academic research; analytical foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | — | — | None listed (no other current public company boards) |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Human Resources Committee | Member | 4 | CEO/NEO pay, clawbacks, stock ownership guidelines, consultant oversight, Board/Director compensation |
| Nominating & Corporate Governance Committee | Member | 4 | Board refreshment, committee appointments, Code of Conduct, conflicts review (CEO/Directors), Presiding Director, trading/hedging policies |
| Audit & Finance Committee | Not a member | 11 | Financial reporting, internal controls, cybersecurity, capital structure (context) |
| Sustainability & Safety Committee | Not a member | 3 | Sustainability and safety oversight (context) |
Additional governance signals:
- Independence: Board determined Dourdeville is independent under NYSE rules .
- Attendance: All director nominees attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session each regular quarterly meeting, presided over by Presiding Director Norman T. Linebarger .
Fixed Compensation
| Component | Amount/Policy | 2024 Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Standard for non-employee directors |
| Committee chair fees | $25,000 HRC; $30,000 AFC; $20,000 NCGC; $10,000 SSC | Not applicable (not a chair) |
| Presiding Director fee | $35,000 | Not applicable |
| Meeting fees | None disclosed | — |
| Perquisites | Up to $1,500 clothing allowance; employee product discount; temporary motorcycle use for business purposes | Available to non-employee directors |
| Dourdeville election | Forgo director compensation | No cash fees or stock awards taken |
Performance Compensation
| Element | Grant Value | Units/Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual share units (non-employee directors) | $145,000 | ~4,095 share units | Immediate vest on grant; payable in stock upon deferral-end or board departure | Grant approved in connection with 2024 annual meeting |
| Retainer share election | 0%, 50%, or 100% of retainer paid in stock | — | Shares transferred first business day after annual meeting | Default 50% if no election; can elect 0% if stock ownership guideline met |
| Annual comp cap | $1,000,000 | — | Plan limit | Aggregate cap for fees plus equity |
| Deferral | Cash/stock retainer deferrable | — | Paid in stock after service ends | Deferrals credited as if invested in stock |
Director stock ownership guideline: Hold five times annual retainer, with a five-year phase-in from election or May 20, 2021, whichever is longer . Note: Dourdeville forgoes director compensation (and thus typical director equity awards), making compliance pathway unclear from disclosures .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Dourdeville |
| Interlocks/major holders | Partner at H Partners; H Partners beneficially owned 12,600,000 HOG shares (10.19% of class) per Schedule 13D/A dated Feb 3, 2022; Dourdeville may be deemed to have voting/dispositive power with respect to certain shares but disclaims beneficial ownership |
| Cooperation Agreement | Board appointed Dourdeville in Feb 2022 pursuant to Cooperation Agreement with H Partners; restrictions include cap at 14.99% beneficial ownership, no nominations/solicitations/proposals; H Partners may recommend a substitute employee if Dourdeville departs, subject to ownership and compliance conditions |
Expertise & Qualifications
- Long-term investor perspective; transformation focus via H Partners .
- Technology leverage to facilitate business objectives .
- Engineering background (Harvard BA, Mechanical Engineering and Materials Science) .
Equity Ownership
| Holder | Direct Shares | % of Class | Options (exercisable within 60 days) | RSUs | Notes |
|---|---|---|---|---|---|
| Jared D. Dourdeville | 0 | 0% | 0 | 0 | Disclaims beneficial ownership; no direct Company shares |
| H Partners Management, LLC | 12,600,000 | 10.19% | — | — | Schedule 13D/A; shared voting/dispositive power over 12.6M shares |
No pledging/hedging by Dourdeville is disclosed; directors and CEO trading/hedging policies overseen by NCGC .
Governance Assessment
- Board effectiveness: Dual committee service (HRC and NCGC) places Dourdeville at the center of CEO/NEO pay decisions, clawbacks, ownership guidelines, and conflict-of-interest oversight—key levers for governance quality and risk mitigation .
- Independence and attendance: Affirmed independent; attendance meets policy thresholds; participates in quarterly independent executive sessions—positive engagement signals .
- Compensation alignment: He forgoes director compensation (cash and equity), and holds no direct HOG shares; while his affiliation with a major shareholder implies exposure to HOG value via H Partners, the lack of disclosed personal ownership reduces formal alignment with director stock ownership guidelines—monitor guideline compliance over the five-year phase-in .
- Conflicts and related-party exposure: No related-party transactions involving directors in 2024; the Cooperation Agreement constrains H Partners’ activism (ownership cap, solicitation/nominations restrictions), reducing potential conflict risks while preserving representation—overall a structured framework that balances influence and stability .
- Compensation committee practices: Use of independent consultant (Semler Brossy) with independence affirmed; clear pay-for-performance orientation, clawback policies, and annual say-on-pay—strong compensation governance posture relevant to his HRC role .
RED FLAGS to monitor
- Ownership alignment: No direct beneficial ownership and forgoing equity awards could leave him below guideline targets absent other accumulation—compliance status is not disclosed .
- Investor-representative dynamics: H Partners substitution right and board seat linkage to ownership thresholds require continued oversight to ensure board independence and avoidance of undue influence; restrictions in the Cooperation Agreement mitigate but do not eliminate this structural risk .