Norman Linebarger
HARLEY-DAVIDSONAbout Norman Linebarger
Independent director of Harley-Davidson (HOG); age 62; director since 2008; currently Presiding Director overseeing executive sessions of independent directors since 2020. Former Executive Chairman and CEO of Cummins Inc.; holds an MBA and an MS in manufacturing systems engineering from Stanford, with deep manufacturing, engineering, finance, and international operations experience .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cummins Inc. | CFO | 2000–2003 | Finance leadership |
| Cummins Inc. (Power Generation) | VP & President | 2003–2005 | Business unit leadership |
| Cummins Inc. (Power Generation) | EVP & President | 2005–2008 | Expanded operating scope |
| Cummins Inc. | President & COO | 2008–2012 | Enterprise operations leadership |
| Cummins Inc. | Chairman & CEO | 2012–2022 | Corporate leadership |
| Cummins Inc. | Executive Chairman | 2022–2023 | Board leadership transition |
| Pactiv Corporation | Director | 2005–2010 | Board experience |
| US‑China Business Council | Chair | 2020–2022 | Public policy and international trade oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Services, Inc. | Director | Current | Corporate governance experience |
Board Governance
- Independence: The Board determined Linebarger is independent under NYSE rules .
- Leadership: Presiding Director since 2020; presides over executive sessions and serves as liaison between the Chair/CEO and independent directors .
- Committee assignments:
- Human Resources Committee (Compensation) – Member; HRC met 4 times in 2024; he co‑signed the HRC report .
- Nominating & Corporate Governance Committee – Member; met 4 times in 2024 .
- Sustainability & Safety Committee – Member; met 3 times in 2024 .
- Attendance: All director nominees (including Linebarger) attended at least 75% of Board and committee meetings in 2024; the Board met 6 times; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non‑employee director retainer |
| Presiding Director fee | $35,000 | For board leadership role |
| Audit & Finance membership fee | — | Not a member; A&F member fee policy is $5,000 for members, $30,000 for chair |
| Committee chair fees | — | Not a chair (HRC/NCGC/SSC); chair fees disclosed for each committee |
Fee election and stock delivery:
- Linebarger elected to receive 100% of his annual retainer in Harley‑Davidson common stock under the Director Stock Plan (i.e., $145,000 in stock rather than cash) .
- Directors may elect 0%, 50% or 100% of retainer in stock; transfers occur after the annual meeting with deferral options available .
Performance Compensation
Directors do not receive performance‑based pay; equity grants are for alignment.
| Metric/Grant Feature | FY 2024 Detail |
|---|---|
| Annual share unit grant value | $145,000; approximately 4,095 share units per non‑employee director in connection with the 2024 annual meeting |
| Vesting | Share units vest immediately on grant; delivery follows plan terms (convert one‑for‑one into common shares; cash substitute if shares unavailable) |
| Deferral options | Directors may defer share delivery and retainer shares; elections and distributions governed by Director Stock Plan |
Other Directorships & Interlocks
| Company | Relationship to HOG | Interlock/Transaction |
|---|---|---|
| Republic Services, Inc. | External board only | No related‑party transactions involving directors required disclosure in 2024 |
- The proxy’s “Certain Transactions” section disclosed a modest supplier relationship with Waste Management (related to another director) and explicitly noted no transactions with directors requiring disclosure in 2024; none involving Linebarger were disclosed .
Expertise & Qualifications
- Manufacturing and engineering leadership; led complex engineered product development and global operations at Cummins .
- Finance expertise (former CFO), international business, and strategic leadership credentials .
- Adds board effectiveness through prior role as Executive Chairman and extensive public company leadership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 100,165 | As of March 6, 2025, less than 1% of class |
| Shares outstanding (for reference) | 123,703,389 | Shares entitled to vote as of record date |
| Ownership percentage | ~0.081% | Computed from 100,165 ÷ 123,703,389; both figures cited above |
| Share pledge/hedge | Not disclosed; company prohibits hedging/pledging by directors | |
| Director ownership guideline | 5× annual retainer in shares; applies to all directors | |
| Fee election alignment | Elected 100% of retainer in shares, strengthening alignment |
Governance Assessment
- Committee impact: Service on HRC (compensation), NCGC (governance), and SSC (sustainability & safety) positions him centrally for pay governance, board effectiveness, and ESG risk oversight; his co‑signature on the HRC report evidences engagement .
- Board leadership and independence: As Presiding Director since 2020, he strengthens independent oversight under a combined Chair/CEO structure and presides over executive sessions quarterly, supporting board challenge and risk supervision .
- Alignment and incentives: Full retainer taken in stock and receipt of annual share units (non‑performance) demonstrate strong equity alignment without short‑term incentive bias; anti‑hedging/pledging policy further supports long‑term alignment .
- Conflicts/related‑party exposure: No director transactions requiring disclosure in 2024; no interlocks with HOG customers/suppliers reported for Linebarger; low conflict risk .
- Attendance/engagement: Met attendance expectations (≥75% of meetings) and attended the annual meeting, indicating solid engagement .
Overall, Linebarger combines heavy‑industry operating and finance expertise with independent board leadership; compensation and ownership choices are aligned with shareholders, and no conflicts or red flags were disclosed in 2024.