Maryrose Sylvester
HARLEY-DAVIDSONAbout Maryrose Sylvester
Independent director of Harley-Davidson, Inc. (HOG) since 2016; age 59 as of April 3, 2025. Former U.S. Managing Director and U.S. Head of Electrification at ABB; long career at GE leading Current (energy solutions), GE Lighting, and GE Intelligent Platforms. Holds a B.S. in Procurement & Production Management (Bowling Green State University) and an MBA (Cleveland State University) .
Past Roles
| Organization | Role | Tenure (disclosed) | Committees/Impact |
|---|---|---|---|
| ABB Group | U.S. Managing Director; U.S. Head of Electrification | 2019–2020 | Electrification portfolio (EV infrastructure, inverters, substations), industrial automation exposure |
| Current, powered by GE | President & CEO | 2015–2019 | Led integrated energy systems (LEDs, solar, storage, EV charging, controls) |
| GE Lighting (GE) | President & CEO | 2011–2015 | Energy‑efficient lighting; consumer channel leadership |
| GE Intelligent Platforms (GE) | President & CEO | Not disclosed | Industrial automation (PLCs, DCS, SCADA, MES/HMI, embedded systems) |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Waste Management, Inc. (WM) | Director | Current | HOG maintains a modest, arm’s‑length supplier relationship with WM; <$200k in 2024; independence affirmed |
| Vontier Corporation (VNT) | Director | Current | Public company director |
| Flex Ltd. (FLEX) | Director | Current | Public company director |
Board Governance
- Independence: Board determined Ms. Sylvester is independent under NYSE rules .
- Committees (2024 activity):
- Human Resources Committee (Chair) – 4 meetings in 2024; scope includes CEO evaluation, executive pay design, clawback administration, stock ownership guidelines, and conflict reviews for executive officers (ex‑CEO) .
- Nominating & Corporate Governance Committee (Member) – 4 meetings in 2024; oversees director nominations, governance policy, conflicts review for CEO/Directors .
- Sustainability & Safety Committee (Member) – 3 meetings in 2024; oversight of sustainability and product/employee safety .
- Attendance: In 2024, the Board held six meetings; all director nominees attended ≥75% of Board and committee meetings; all directors attended the 2024 AGM; independent‑director executive sessions held quarterly .
- Board structure context: Presiding Director is Norman T. Linebarger; CEO/Chair roles combined; robust governance practices (majority vote standard, proxy access, no poison pill) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non‑employee director retainer |
| Committee chair fee (HRC Chair) | $25,000 | Additional retainer for HRC Chair |
| Committee member fees | $0 | No member fees disclosed for HRC/NCGC/SSC (AFC members receive $5k; not applicable to Sylvester) |
| Total fees earned (cash) | $135,000 | As reported for Ms. Sylvester |
| Equity award (annual share units) | $145,000 | Approx. 4,095 share units per director in 2024; immediate vesting; payable in shares at distribution |
| Total 2024 director compensation | $280,000 | Cash + stock awards; no options/perks beyond standard program |
Additional mechanics:
- Retainer election: Directors may elect 0%, 50%, or 100% of retainer in stock (default 50% if no election and if ownership guideline not yet met); deferral available into share units; transfers occur post‑AGM .
- Ownership guideline: 5× annual retainer with five‑year phase‑in (from election date or May 20, 2021, whichever is longer) .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director annual share units | Time‑based share units; immediately vest on grant; settlement in shares at end of deferral/board service | None (non‑employee director equity is not performance‑conditioned) |
The Director Stock Plan provides alignment through equity ownership (and stock retainer elections), not performance metrics; annual compensation cap $1,000,000 for non‑employee directors .
Other Directorships & Interlocks
- Disclosed public boards: WM, VNT, FLEX (current) .
- Related‑party/Interlock review: WM is a supplier to Harley‑Davidson; transactions were negotiated at arm’s length, under $200,000 in 2024, and below NYSE thresholds; NCGC Chair reviewed under Conflict of Interest Policy; independence preserved .
Expertise & Qualifications
- Electrification/industrial technology: EV charging, grid/electrification, automation, robotics, controls, energy storage (ABB; GE businesses) .
- Engineered product development and manufacturing leadership; consumer marketing and distribution (GE Lighting; GE Intelligent Platforms) .
- Environmental/efficiency lens from leading energy‑efficient product lines (relevant to HOG’s Sustainability & Safety oversight) .
- Education: B.S. (Bowling Green State University); MBA (Cleveland State University) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 21,844 | As of March 6, 2025 |
| Percent of outstanding shares | <1% | Marked “*” in table (<1%) |
| Options/RSUs | Not disclosed for director | Executive RSUs/options listed separately; director equity primarily via share units |
| Pledging/Hedging | Prohibited | Company prohibits hedging and pledging by directors, officers, employees |
| Director ownership guideline | 5× annual retainer; 5‑year phase‑in | Monitoring by HRC; individual compliance status not specifically disclosed |
Governance Assessment
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Strengths and positive signals:
- Independent director; chairs the HRC and serves on NCGC and SSC, indicating significant governance, pay, and sustainability oversight .
- Attendance/engagement standards met across nominees; independent executive sessions quarterly; strong governance framework (proxy access; majority voting; no poison pill) .
- HRC uses independent compensation consultants; transitioned to Semler Brossy in 2024; committee verified consultant independence; scope includes CEO pay design and benchmarking—good pay governance hygiene .
- Robust clawback policy and anti‑hedging/pledging policy support alignment and risk control .
- Director equity/retainer structure promotes ownership alignment; 2025 Director Stock Plan refresh adds capacity under a $1,000,000 annual cap, with default 50% stock retainer elections unless guidelines met .
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Potential risks/areas to monitor:
- Interlock with WM as a supplier (albeit modest <$200k, arm’s‑length, independence affirmed); continue monitoring for any expansion in related‑party exposure .
- Activist presence on key committees: H Partners’ Jared D. Dourdeville (independent director) serves on HRC and NCGC alongside Ms. Sylvester; constructive, but investors may watch for pay/strategy pressure dynamics .
- Shareholder dilution/overhang considerations from Director Stock Plan share increase (350,000 new shares) balanced by cap and ownership alignment intent .
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Committee leadership impact: As HRC Chair, Ms. Sylvester co‑signed compensation communications and oversaw program evolution (e.g., adding PSUs to CEO LTIP in 2025; no discretionary STIP/LTIP adjustments), reinforcing pay‑for‑performance posture amid challenging industry conditions .