Lori Flees
HARLEY-DAVIDSONAbout Lori Flees
Lori Flees, age 54, is the Chief Executive Officer and President of Valvoline Inc. and is nominated to join Harley-Davidson’s Board effective at the May 14, 2025 annual meeting; the Board has determined she qualifies as an independent director under NYSE rules . She holds a bachelor’s degree in management systems from GMI Engineering & Management Institute (now Kettering University) and an MBA from Harvard Business School; her background spans retail strategy, M&A, operations, and digital health leadership at Walmart, Bain & Company, Intel, and General Motors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valvoline Inc. | CEO & President | Oct 2023–present | Executive leadership driving strategic direction and growth |
| Valvoline Inc. | President, Retail Services | 2022–Oct 2023 | Led segment operations and growth |
| Walmart | SVP & COO, Health & Wellness | 2020–2022 | Oversaw >4,800 locations incl. COVID vaccination ops |
| Walmart | Head of Corporate Strategy & M&A; SVP, Next Generation Retail; Principal, StoreNo8; SVP & GM, Sam’s Club Health & Wellness | Various roles (nearly a decade at Walmart) | Corporate strategy, innovation, omni-channel initiatives |
| Bain & Company | Partner | 17 years | Served clients across consumer, industrials, oil & gas |
| Intel; General Motors | Early career roles | Not disclosed (early career) | Technical/operational foundations |
External Roles
| Organization | Role | Public Company Board Seat | Notes |
|---|---|---|---|
| Valvoline Inc. | CEO & President | Yes (listed under “Other current public directorships”) | Public automotive services company |
Board Governance
- Status: Nominee for election, Board expanded to ten directors; Flees selected via third-party search and will receive committee assignments if elected .
- Independence: Board determined Flees is independent; nine of ten nominees are independent (Zeitz not independent due to CEO role) .
- Attendance and engagement: 2024 Board held six meetings and independent director executive sessions each quarterly meeting; “all Directors” attended 2024 annual meeting—Flees was not yet a director, so attendance data does not apply to her .
- Lead independent oversight: Presiding Director is Norman T. Linebarger, leading executive sessions of independent directors .
- Governance safeguards: Director stock ownership requirement; proxy access; majority voting with robust resignation policy; no poison pill; no supermajority for M&A; no excessive number of boards .
Fixed Compensation
| Component | Amount/Policy | Detail |
|---|---|---|
| Annual retainer (non-employee directors) | $110,000 (FY 2024) | Cash, with election to receive 0%, 50%, or 100% in stock |
| Share unit grant (annual) | $145,000 grant; ~4,095 share units in 2024 | Each unit = right to 1 HOG share; immediate vesting on grant |
| Chair fees – Audit & Finance (AFC) | $30,000 | Additional annual retainer for AFC Chair |
| Chair fees – Human Resources (HRC) | $25,000 | Additional annual retainer for HRC Chair |
| Chair fees – Nominating & Corporate Governance (NCGC) | $20,000 | Additional annual retainer for NCGC Chair |
| Chair fees – Sustainability & Safety (SSC) | $10,000 | Additional annual retainer for SSC Chair |
| AFC committee members (non-chair) | $5,000 | Additional annual retainer for AFC membership |
| Compensation cap | $1,000,000 per fiscal year (cash + equity) | Aggregate limit for non-employee directors |
| Ownership guideline | 5× annual retainer in HOG stock/units | Five-year phase-in period from election |
| Perquisites | Clothing allowance up to $1,500; employee discount; occasional motorcycle use for business purposes | Same discount as HDMC U.S. employees |
| Deferral | May defer cash/stock retainer; credited to share account and paid in stock at/after service end | Aligns with shareholder interests |
Performance Compensation
| Element | Performance Condition | Metrics | Notes |
|---|---|---|---|
| Annual share units | None (time-based; immediate vest) | N/A | Director equity grants are not performance-conditioned |
| Retainer stock election | None (election to take retainer in stock) | N/A | Enhances alignment; not tied to targets |
Other Directorships & Interlocks
| Company | Relationship to HOG | Interlock/Transactions | Disclosure |
|---|---|---|---|
| Valvoline Inc. | External role (CEO & President; public board seat) | None disclosed with HOG | HOG disclosed no director-related party transactions in 2024; Waste Management relationship reviewed (not Flees) and immaterial |
- Conflict oversight: Any CEO/director conflicts are governed by HOG’s Conflict of Interest Policy; issues reviewed by Chief Legal Officer and escalated to NCGC as needed; waivers disclosed; committee members recuse on conflicts .
Expertise & Qualifications
- Retail, M&A, and corporate strategy leadership, with executive roles driving enterprise growth and strategic direction; provides insight into sales channels and distribution strategy .
- Operational leadership across health & wellness and omni-channel initiatives at scale (Walmart), plus consulting depth across consumer and industrial sectors from Bain .
- Public company leadership and board experience; international and multi-industry exposure (Intel, GM) .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | RSUs (unvested) |
|---|---|---|---|
| Lori Flees | — (none reported as of Mar 6, 2025) | — | — |
- Directors must reach 5× retainer ownership within five years from election; Flees would be subject to guideline upon election .
- Directors may receive annual share units (~$145,000 value; ~4,095 units in 2024), and can elect retainer in stock, supporting alignment .
Governance Assessment
- Board effectiveness: Flees brings strong retail and strategy credentials aligned with HOG’s “Hardwire” plan focus on profitable growth and customer experience; nomination via independent search underscores targeted Board refresh .
- Independence and conflicts: Independence affirmed; no related-party transactions disclosed involving Flees; robust conflict review and disclosure framework mitigates risk from external CEO role at Valvoline .
- Alignment and incentives: While Flees currently reports no HOG share ownership, director ownership guidelines (5× retainer), stock retainer elections, and annual share unit grants are designed to build “skin-in-the-game” over time .
- Committees and engagement: Committee assignments will be set post-election; HOG maintains regular executive sessions, presiding independent oversight, and strong governance rights (proxy access, majority voting), which bolster Board accountability and effectiveness .
RED FLAGS to monitor
- Initial ownership shortfall until guideline compliance is achieved (common for new directors) .
- Dual-role time commitments (sitting CEO at Valvoline) require ongoing NCGC monitoring; HOG policy states no director serves on an excessive number of boards .