Luke Mansfield
HARLEY-DAVIDSONAbout Luke Mansfield
Luke Mansfield is Chief Commercial Officer (CCO) of Harley-Davidson Motor Company, appointed effective February 12, 2024, after serving as Vice President – Chief Strategy Officer (2018–2020) and Vice President – Motorcycle Management (2020–2024). He previously held senior leadership roles at Samsung and PepsiCo. As of April 3, 2025, he is 48 years old and has been with Harley-Davidson for ~7 years . Company performance context during his tenure includes combined HDMC+HDFS operating income of $526 million in 2024 (below STIP threshold) and consolidated revenue of just over $5.8 billion in 2023, with HDMC operating margin of 13.6% in 2023; 2022–2024 PSU cycle paid at 90% of target with a +10% TSR modifier (company TSR −11.6% across 2022–2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harley-Davidson Motor Company (HDMC) | Chief Commercial Officer | 2024–present | Leads global commercial strategy; appointed to CCO effective Feb 12, 2024 |
| Harley-Davidson Motor Company (HDMC) | Vice President – Motorcycle Management | 2020–2024 | Product and platform leadership preceding MY24 Touring launch |
| Harley-Davidson Motor Company (HDMC) | Vice President – Chief Strategy Officer | 2018–2020 | Corporate strategy development under The Hardwire transformation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Samsung | Senior leadership positions | Not disclosed | Consumer/technology commercialization experience |
| PepsiCo | Senior leadership positions | Not disclosed | Global brand and go-to-market background |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | Not disclosed | $440,000 (rate at year-end 2024) |
| Salary Paid ($) | — | $435,000 (SCT reported for 2024) |
| Target Bonus (% of Salary) | — | 70% (set with CCO appointment, Jan 2024) |
| LTI Target (% of Salary) | — | 120% (set with CCO appointment) |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout/Outcome | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2024 STIP | Combined HDMC+HDFS Operating Income ($mm) | 80% | $825.0 | $526.0 | 0% | Cash, annual |
| 2024 STIP | Core units retail YoY growth (%) | 20% | 5.0% | −2.9% | 0% | Cash, annual |
| 2024–2026 PSUs | HDMC ROIC | 50% | 3-year average (internal) | n/a (in cycle) | n/a (0–200% at end) | 3-year performance; TSR modifier ±15% vs BRP, Brunswick, Polaris, Thor, Winnebago |
| 2024–2026 PSUs | HDMC Revenue (3-year cumulative) | 50% | 3-year sum (internal) | n/a (in cycle) | n/a (0–200% at end) | See above TSR modifier |
| 2022–2024 PSUs (earned in 2025) | Multi-year stakeholder goals + TSR modifier | n/a | n/a | Final TSR −11.6%; rank 2/6; +10% modifier | 90.0% of target | Approved Feb 6, 2025 |
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Shares Beneficially Owned | 23,995 shares |
| RSUs Unvested (12/31/2024) | 14,683 units; market value ~$442,399 at $30.13/share |
| Performance Shares Unearned (12/31/2024) | 29,981 units; payout value basis ~$903,328 at $30.13/share (threshold/target mix per plan) |
| Options (Exercisable/Unexercisable) | None reported |
| AIP Performance Shares Outstanding | 20,000 units (stock price hurdles; special AIP program) |
| Upcoming RSU/PS Vesting Schedule | Feb 2025: 9,410 RSUs ; Feb 2026: 3,194 RSUs; 4,602 PS (pro-rata if eligible) ; Feb 2027: 2,079 RSUs; 5,379 PS |
| Ownership Guidelines | Senior Executive Leaders: 3x base salary; 5-year phase-in; unvested RSUs count; performance shares and vested options do not count |
| Compliance Status (as of 12/31/2024) | NEOs other than CEO have additional time to meet guidelines |
| Hedging/Pledging | Prohibited for directors, officers, employees (no hedging/pledging) |
Employment Terms
| Provision | Terms |
|---|---|
| Executive Severance Plan (no change-of-control) | If terminated without cause: 24 months salary continuation; prorated annual incentive; lump-sum for medical/dental/vision continuation; payment in lieu of outplacement; requires release and restrictive covenants |
| Change-of-Control Transition Agreement | Double-trigger; cash severance equal to 2×(highest base salary in prior 5 years + current target bonus); interrupted bonus = higher of target 2024 STIP or actual; no excise tax gross-up (cut-back or pay-and-tax whichever larger after-tax) |
| Change-of-Control Economics (Luke Mansfield) | Cash Severance: $1,496,000; Interrupted Bonus: $308,000; Health & Welfare: $3,246; Outplacement: $20,000; Financial Planning: $20,000; Equity (RS/PS acceleration per plan): $748,119; Total estimated: $2,595,365 (assumes $30.13/share) |
| Equity Vesting on CoC | Long-term awards feature double-trigger; RSUs/PSUs generally accelerate upon qualifying termination after CoC; AIP PS change-of-control interpretation requires ≥$60/share realized consideration; AIP payouts interpolated between $60 and $70; half vests immediately, remainder at 1-year or involuntary termination, no further post-CoC price goal earning |
| Clawback Policy | Compliant with SEC rules; recoup erroneously awarded incentive comp after restatement regardless of fault; DOJ-aligned misconduct clawback for supervisory personnel |
Compensation Structure Analysis
- 2024 pay-for-performance alignment: 0% STIP payout driven by under-threshold operating income and negative core unit retail growth; long-term PSUs emphasize HDMC ROIC and cumulative revenue with a TSR modifier, reducing reliance on discretionary elements and adding multi-year rigor .
- Shift in mix: For NEOs (including Mansfield), 2024 LTIs maintain PSUs 60% / RSUs 40%; company simplified design versus prior stakeholder/non-financial metrics; CEO added PSUs in 2025 for better alignment across team (contextual) .
Performance & Track Record
- Company operating context: 2024 combined HDMC+HDFS operating income of $526 million, below STIP threshold; 2023 consolidated revenue just over $5.8 billion, with HDMC operating margin of 13.6% and stronger gross margin mix despite lower volumes .
- Long-term value signals: 2022–2024 PSU cycle paid at 90% of target with positive TSR modifier (+10%) despite cumulative TSR of −11.6% versus peers, indicating relative performance improvement but absolute stock pressure; MY24 Touring launch contributed to ~+5% U.S. Touring segment growth and ~75% segment share .
Board Governance and Compensation Committee Context
- Human Resources Committee (independent): Chair Maryrose Sylvester; members Jared D. Dourdeville, Sara Levinson, Norman Thomas Linebarger; retained independent consultants (Semler Brossy from Apr 1, 2024; previously Pay Governance) to advise on CEO and NEO compensation and benchmarking .
- Anti-hedging/pledging, stock ownership guidelines, clawbacks, double-trigger vesting are in place to align management incentives with shareholder outcomes .
Equity Ownership & Vesting Detail
| Date | RSUs (Earned/Earned PS) | Unearned PS/AIP | Notes |
|---|---|---|---|
| Feb 2025 | 9,410 RSUs | — | Regular RSU installment |
| Feb 2026 | 3,194 RSUs; 4,602 PS (earned portion if applicable) | — | PS vesting depends on cycle performance |
| Feb 2027 | 2,079 RSUs; 5,379 PS (earned portion if applicable) | — | PS vesting depends on cycle performance |
| AIP PS (through 12/31/2025) | — | 20,000 AIP PS; vesting dependent on stock price hurdles; CoC interpretation thresholds at $60–$70 |
Investment Implications
- Alignment: Mansfield’s compensation is materially at-risk with zero 2024 STIP payout and majority of LTI tied to multi-year ROIC/revenue and relative TSR, reinforcing strategic execution over near-term sales cycles .
- Retention and overhang: Scheduled RSU tranches through 2027 and outstanding PSUs/AIP PS create periodic vesting events; anti-hedging/pledging policy reduces misalignment risk; change-of-control benefits are double-trigger with no tax gross-up, moderating golden parachute concerns .
- Performance sensitivity: Future payouts hinge on HDMC ROIC and cumulative revenue delivery plus TSR versus specified peers; 2022–2024 PSU payout at 90% on mixed fundamentals highlights balanced incentive calibration .
Notes: This analysis relies on Harley-Davidson’s 2024 and 2025 DEF 14A proxies and the January 29, 2024 8-K appointment disclosure for Luke Mansfield. Where specific executive details (e.g., education) are not disclosed, items are omitted per instruction.
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