Mark Kornetzke
HARLEY-DAVIDSONAbout Mark Kornetzke
Harley-Davidson’s Chief Accounting Officer since 2009, Mark R. Kornetzke has served as the company’s Principal Accounting Officer, signing SEC filings including the FY2024 Form 10-K and Q1 2025 Form 10-Q . He notified the company of his retirement effective June 15, 2025, with transitional support thereafter; Bryan Beck was named Chief Accounting Officer effective June 16, 2025 to ensure continuity . Company performance context in 2024 included HDFS revenue of $1.0B (+9% YoY) and HDFS operating income of $248M (+6% YoY), while the enterprise STIP paid zero due to missing operating income and retail growth thresholds; the combined HDMC+HDFS operating income was $526M versus a $660M threshold .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harley-Davidson, Inc. | Chief Accounting Officer (Principal Accounting Officer) | 2009–2025 | Signed SEC filings (10-K, 10-Q); senior oversight of financial reporting and internal controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public-company roles were found in the 2025 DEF 14A or 2025 10-Q exhibits for Kornetzke |
Fixed Compensation
- Not disclosed; Kornetzke was not a Named Executive Officer in 2024, and the proxy’s compensation tables cover only NEOs (Zeitz, Root, Mansfield, Krause, Krishnan) .
- Harley-Davidson does not enter employment contracts providing ongoing terms of employment for executives (company-wide policy) .
Performance Compensation
2024 Company STIP design and outcomes (context; STIP applied broadly across eligible employees):
| Performance Measure (Weight) | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Combined HDMC+HDFS Operating Income ($MM) | 80% | 660.0 | 825.0 | 990.0 | 526.0 | —% |
| Core Units Retail YoY Growth | 20% | 2.5% | 5.0% | 7.3% | (2.9)% | —% |
- NEO STIP payout for 2024 was zero due to under-threshold performance; plan design applied a 0–200% payout curve against the two measures set in February 2024 .
- Long-term incentive design for senior executives emphasized PSUs and RSUs with HDMC ROIC and Revenue as 3-year performance metrics; relative TSR served as a modifier in recent cycles (context for executive incentive alignment) .
Equity Ownership & Alignment
- Anti-hedging and pledging prohibition applies to directors, officers, and employees—no hedging/pledging or short sales of company securities permitted (reduces misalignment and selling pressure risk) .
- Stock ownership guidelines: CEO 6x salary; Senior Executive Leaders (including NEOs) 3x; other executives 1x. The Human Resources Committee monitors compliance over a five-year phase-in; unearthed performance shares and vested options do not count .
- Kornetzke’s individual beneficial ownership was not listed in the proxy’s beneficial ownership table (limits analysis of his vested/unvested equity and any pledged shares) .
- Insider trading arrangements: during Q1 2025, no director or Section 16 officer (including the CAO) adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 plan .
Employment Terms
- Retirement: effective June 15, 2025; transitional support thereafter; successor named (Bryan Beck) effective June 16, 2025 .
- Role as Principal Accounting Officer: signed FY2024 Form 10-K and Q1 2025 Form 10-Q .
- Clawback policy: recovery applies to current and former executive officers upon a financial restatement; broader DOJ misconduct clawback can apply to employees with supervisory authority over misconduct (enhances compensation-for-performance discipline) .
- Executive arrangements: Transition Agreements (change-of-control economics) listed for NEOs (Zeitz, Root, Krause, Mansfield, Krishnan) with double-trigger vesting since 2019; no Transition Agreement disclosure for Kornetzke .
- Executive Severance Plan disclosure was specific to NEOs; Kornetzke’s severance terms are not disclosed in the proxy .
Investment Implications
- Retention/Control risk: Kornetzke’s retirement is a near-term handover risk in financial reporting; naming Bryan Beck (PwC background; HOG Director of Accounting since 2022) and overlap for transition mitigates execution risk in controls and filings .
- Compensation alignment signals: Zero 2024 STIP payout underscores pay-for-performance discipline; LTIs for senior executives tied to ROIC and Revenue with TSR modifiers indicate stronger linkage to shareholder outcomes at the enterprise level .
- Trading signals: No 10b5-1 plan adoption/termination by Section 16 officers in Q1 2025 reduces mechanical insider selling pressure visibility; absence of Kornetzke’s beneficial ownership data limits assessment of potential post-retirement sales .
- Governance protections: Anti-hedging/pledging and clawback coverage for executive officers reduce misalignment and potential adverse incentives; ongoing shareholder engagement shaped incentive mix toward PSUs/ROIC/Revenue, supporting long-term value creation focus .