Jochen Zeitz
HARLEY-DAVIDSONAbout Jochen Zeitz
Jochen Zeitz (61) is Chairman of the Board and President & Chief Executive Officer of Harley‑Davidson, Inc. (HOG). He has served on HOG’s board since 2007, was appointed Chairman in February 2020, Acting CEO in February 2020, and CEO in May 2020; he is not an independent director. He also serves as Chair of HOG’s Sustainability & Safety Committee and is Chairman of the Board of LiveWire Group, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PUMA AG | Chairman & CEO; CFO (concurrent earlier period) | CEO 1993–2011; CFO 1993–2005 | Transformed PUMA into a premium sport lifestyle brand (brand repositioning) |
| Kering (formerly PPR) | CEO, Sport & Lifestyle Division; Director | CEO division 2010–2012; Director 2012–2016 | Executive Committee member |
| LiveWire Group, Inc. | Chairman & CEO; Chairman (current) | CEO Sep 2022–Jun 2023; Chairman (continues) | Led early public company phase; now non‑exec Chair |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| LiveWire Group, Inc. | Chairman of the Board | Current | Separate public EV motorcycle company |
| Cranemere Group Limited | Advisor & Board Member | Not disclosed | Private holding company role |
| The B Team | Co‑founder; Board Member | Not disclosed | Sustainable business initiative |
| ZEITZ Foundation; Segera Conservancy; The Long Run; Zeitz MOCAA | Founder/Co‑founder; Chairman/Patron | Not disclosed | Philanthropy/conservation/culture |
Board Governance
- Independence and roles: Zeitz is not independent (CEO/Chair) and chairs the Sustainability & Safety Committee; HOG has a Presiding Director (Norman Linebarger) to counterbalance the combined Chair/CEO structure. Executive sessions of independent directors occur each quarterly meeting. In 2024 the Board met six times and all nominees attended ≥75% of meetings.
- Committee assignments (current): Sustainability & Safety Committee (Chair: Zeitz; members: Levinson, Linebarger, Sylvester).
- Leadership structure rationale: Board cites streamlined accountability for combined Chair/CEO with Presiding Director oversight.
- 2025 director election support: Zeitz received 50,808,847 “For” vs 48,747,552 “Withhold” (broker non‑votes 3,449,002) — a narrow margin that signals investor concern.
Fixed Compensation (CEO role; employee‑director receives no director fees)
| Component | 2024 Amount/Status |
|---|---|
| Base salary | $1,950,000 |
| Director fees | None (employee directors do not receive director pay) |
| Perquisites (2024) | Corporate aircraft incremental cost $171,670; security $258,448; plus 401(k) $28,725 and deferred comp match $236,238; total “All Other Compensation” $695,531 |
Performance Compensation
| Program | Metric/Grant | Design/Targets | 2024 Outcome |
|---|---|---|---|
| STIP (Annual) | 80% Combined HDMC+HDFS Operating Income; 20% Core units retail YoY growth | CEO target bonus 123% of base ; Threshold/Target/Max OI $660m/$825m/$990m; Core units +2.5%/+5.0%/+7.3% | OI $526m and core units −2.9% — both below threshold; STIP payout $0 |
| LTI – RSUs (CEO) | Time‑vested RSUs | 2024 grant on 2/5/24 with grant‑date fair value $6,500,014 (191,854 RSUs) | Vests ratably over 3 years; next tranches scheduled Feb 2025/2026/2027 |
| LTI – PSUs (team) | HDMC ROIC (50%); HDMC Revenue (50%); TSR ±15% modifier vs five peers | Applies to NEOs other than CEO in 2024 ; peer set: BRP, Brunswick, Polaris, Thor, Winnebago | 2022–2024 PSU cycle paid at 90% of target (TSR‑adjusted) — CEO did not receive this grant |
| CEO WIN Options | Performance‑conditioned options | Grants from Dec 2021; price hurdles unlock tranches; strike $36.63 | 189,350 options exercisable as of 12/31/24; 10‑year term; highest 10‑day avg price $49.46 (met first $45 hurdle) |
| CEO AIP Performance Shares (stock‑price goals) | Stock‑price‑based performance shares | First threshold $70 30‑day VWAP by 12/31/2025; none earned yet as of 12/31/24 | 375,000 unearned/subject to goals; vesting mechanics shown in schedule |
| 2025 LTI design shift (CEO) | Mix change | CEO LTIP moved to 50% PSUs / 50% RSUs; PSU metrics: HDMC ROIC (50%), HDMC Revenue (50%) over 3‑yr period | Implemented for 2025 grants (alignment with shareholder feedback) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Risk |
|---|---|---|
| LiveWire Group, Inc. | Chairman of the Board (current); former Chairman & CEO (Sep 2022–Jun 2023) | LiveWire is a separate public company and HOG segment; HOG discloses execution risks around LiveWire’s standalone evolution but no related‑party transactions involving directors in 2024 were disclosed. |
Related‑party/Conflict disclosures: “During 2024, there were no transactions with Directors that would require disclosure under SEC rules.” A modest vendor relationship with Waste Management (related to another director) was below thresholds; none noted for Zeitz.
Expertise & Qualifications
- Brand transformation leadership — led PUMA’s shift to premium sport lifestyle; deep global brand and consumer positioning experience.
- Multi‑decade executive/board leadership across apparel/lifestyle and mobility, including Kering and LiveWire.
- Sustainability and safety oversight as Committee Chair at HOG.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Common shares beneficially owned | 681,065 (less than 1% of outstanding) |
| Stock options exercisable within 60 days | 189,350 (WIN options at $36.63) |
| RSUs held (not counted in “Number of Shares” column) | 294,845 |
| Unvested/earned awards at 12/31/24 | RSUs/earned PS: 282,473 shares (MV $8,510,911 on 12/31/24); unearned AIP PS: 375,000 (payout value contingent) |
| Ownership guidelines | CEO guideline 6x base salary; Zeitz met requirement as of 12/31/24 |
| Hedging/pledging | Company prohibits hedging and pledging of Company stock by directors and officers |
Director/Executive Contractual Protections (Change‑in‑Control, Severance)
| Provision | Key Terms | Notes |
|---|---|---|
| Transition Agreements (Change‑in‑Control) | Double‑trigger vesting; cash severance equals 2x (highest base) + 2x (current target bonus); no excise tax gross‑up (cutback vs full‑pay best‑net) | Estimated total payout for Zeitz if CoC+qualifying termination at 12/31/24: $21,061,735 (cash severance $9,800,000; interrupted bonus $2,400,000; benefits $96,110; equity accretion $8,765,625 restricted stock) |
| Executive Severance (no CoC) | Salary continuation 24 months; benefits lump‑sum; outplacement | Zeitz estimate: $3,965,209 at 12/31/24 scenario |
| Employment contracts | HOG does not enter into ongoing employment contracts with executives |
Shareholder Voting & Pay Signals
- 2025 Director election (Zeitz): 50,808,847 “For”; 48,747,552 “Withhold”; 3,449,002 broker non‑votes — unusually narrow support for sitting CEO/Chair.
- 2025 Say‑on‑Pay: Passed (For 68,453,322; Against 19,792,428; Abstentions 11,310,649; broker non‑votes 3,449,002).
- Pay versus performance: HOG’s “value of $100” TSR metric stood at $88 for 2024, while CEO “compensation actually paid” for 2024 was negative under SEC methodology, reflecting equity devaluation and zero STIP — consistent with pay‑for‑performance disclosures.
Governance Assessment
-
Strengths
- STIP paid zero for 2024 and 2022–2024 PSUs paid below target (90%), demonstrating outcome sensitivity. The CEO’s 2025 LTIP mix added PSUs (50/50 split) with ROIC and Revenue metrics, reflecting shareholder feedback and stronger long‑term alignment.
- Robust stock ownership standards (CEO 6x salary; met) and prohibition on hedging/pledging support alignment.
- Double‑trigger CoC, no excise tax gross‑ups, and capped plan payouts suggest responsible plan design.
-
Watch items / RED FLAGS
- Narrow director re‑election margin for Zeitz (near 51% “For”) indicates elevated shareholder concern regarding leadership structure/performance; may heighten scrutiny of succession planning, board independence, and capital allocation.
- Concentration of authority: combined Chair/CEO and chairing a standing committee (Sustainability & Safety) increases key‑person influence; continued reliance on the Presiding Director role and independent committees is essential.
- Perquisites (aircraft usage and personal security totaling ~$430k in 2024) may be viewed negatively by some investors, especially amid zero STIP payout.
- LiveWire governance interlock (HOG CEO/Chair also LiveWire Chair) requires continued disclosure and oversight; HOG reported no director related‑party transactions in 2024.
Overall: Investors should monitor board refreshment, the effectiveness of the Presiding Director model, CEO succession planning, and execution against Hardwire profit targets given the tight 2025 director vote and the combined Chair/CEO structure. The 2025 LTIP redesign is a positive alignment step; however, outcome credibility depends on rigorous targets and sustained disclosure.