Rafeh Masood
HARLEY-DAVIDSONAbout Rafeh Masood
Rafeh Masood, age 46, has served as an independent director of Harley-Davidson, Inc. since 2022. He is Chief Growth and Digital Officer at Royal Caribbean Group, with prior senior roles in digital, customer experience, and omni-channel at Bed Bath & Beyond (EVP Chief Customer Officer 2021–2022; EVP Chief Digital Officer 2020–2021), BJ’s Wholesale Club, DICK’s Sporting Goods, Sears, and BAWAG Group. Masood holds a bachelor’s degree in information systems and an MBA from DePaul University, and is an adjunct faculty member at Carnegie Mellon University’s Heinz College, bringing deep expertise in digital transformation, AI, and omni-channel strategy to HOG’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bed Bath & Beyond Inc. | EVP & Chief Customer Officer | 2021–2022 | Led omni-channel customer experience; marketing and engagement strategy . |
| Bed Bath & Beyond Inc. | EVP & Chief Digital Officer | 2020–2021 | Directed digital strategy, e-commerce, product development . |
| BJ’s Wholesale Club Holdings, Inc. | SVP & Chief Digital Officer | Not disclosed | Led digital and omni-channel business; customer experience/product development . |
| DICK’s Sporting Goods | Leadership roles (customer innovation, technology, operations, procurement) | Not disclosed | Technology and operations leadership . |
| Sears | Leadership roles | Not disclosed | Technology/operations experience . |
| BAWAG Group | Leadership roles | Not disclosed | Technology/operations experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Royal Caribbean Group (NYSE: RCL) | Chief Growth & Digital Officer | Since March 2023 | Oversees digital experiences, data & AI, travel commerce platforms . |
| Carnegie Mellon University (Heinz College) | Adjunct Faculty | Not disclosed | Academic role in information systems/public policy . |
| Other current public company directorships | None disclosed | — | No other public boards listed in HOG proxy . |
Board Governance
- Independence: Board affirmatively determined Masood is independent under NYSE rules .
- Committee assignments: Audit & Finance Committee (member); Nominating & Corporate Governance Committee (member) .
- Attendance: All director nominees attended at least 75% of Board and committee meetings in 2024; Board met 6 times and held independent director executive sessions each quarterly meeting (Presiding Director: Norman T. Linebarger) .
- Committee activity levels (workload signaling): AFC 11 meetings; HRC 4; NCGC 4; SSC 3 in 2024 .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit & Finance Committee | Member | 11 |
| Nominating & Corporate Governance Committee | Member | 4 |
Governance practices (board-wide context): majority voting for directors (with robust resignation policy), proxy access, no poison pill, no supermajority for M&A, director stock ownership requirements, and a dedicated Sustainability & Safety Committee .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Details |
|---|---|---|
| Annual director retainer | $110,000 | Standard cash retainer for non-employee directors. |
| Audit & Finance Committee member retainer | $5,000 | Annual retainer for AFC members. |
| Fees elected as stock | $115,000 | Masood elected to receive 100% of his fees in stock (annual + AFC member fee). |
| Annual share unit grant | $145,000 | Approximately 4,095 share units per director in 2024; grants vest immediately. |
| Annual compensation cap | $1,000,000 | Aggregate cap on director compensation. |
Notes:
- Directors may elect to receive 0%, 50%, or 100% of the annual retainer in stock; if they meet ownership guidelines, they may elect 0% .
- Annual share unit grants for outside directors vest immediately; delivery can be deferred per plan elections .
Performance Compensation
Directors are not paid based on operational or financial performance metrics. Equity value aligns with shareholder outcomes via share price.
| Equity Element | Vesting | Units / Value | Performance Metrics | Payout Mechanics |
|---|---|---|---|---|
| Annual Share Units | Immediate vesting on grant | ~4,095 units; $145,000 grant value in 2024 | None (director equity) | Value tracks HOG share price; delivery can be deferred under plan . |
| Retainer taken as stock (Share Election) | N/A (retainer) | $115,000 elected in stock | None | Converts retainer to stock at fair market value on payment date . |
Ownership alignment policies:
- Director stock ownership guideline: 5× annual retainer .
- Five-year phase-in period adopted in May 2021 for directors to meet guidelines .
- Anti-hedging and anti-pledging policy for directors and officers .
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict Assessment |
|---|---|---|
| Royal Caribbean Group | Masood is a senior executive | No related-party transaction with HOG disclosed; no customer/supplier interlock disclosed . |
| Public company boards | None disclosed | No interlocks identified . |
Related-party transactions: The proxy discloses no director transactions requiring SEC disclosure in 2024; a small commercial relationship with Waste Management (related to another director) was below thresholds and deemed independent—no Masood-specific items disclosed .
Expertise & Qualifications
- Digital transformation, AI, omni-channel strategy; customer engagement and data-driven growth .
- Technology/Digital/Cyber skillset mapped in board qualifications; membership on the Audit & Finance Committee with cybersecurity oversight in committee remit .
- Financial literacy (Board determined all AFC members are independent and financially literate) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Rafeh Masood | 24,010 | <1% (starred in table) |
Stock ownership guidelines for directors: 5× annual retainer; five-year compliance phase-in from May 2021. Individual compliance status for Masood not disclosed .
Hedging/pledging: Prohibited for directors and officers under HOG policy, supporting alignment with shareholders .
Governance Assessment
- Board effectiveness: Masood’s digital/AI expertise strengthens oversight of customer engagement and technology, complementing HOG’s strategy and AFC cybersecurity oversight; dual membership on AFC and NCGC adds value on financial controls and conflict oversight .
- Independence and engagement: Independent status; Board-wide disclosure of ≥75% attendance; AFC’s high meeting cadence (11 in 2024) signals substantive oversight .
- Ownership alignment: Elected 100% of his 2024 fees in stock ($115,000) and receives annual share units ($145,000), consistent with 5× retainer guideline and five-year phase-in—positive alignment signal .
- Conflicts/related-party exposure: No Masood-specific related-party transactions disclosed; no other public boards that could create interlocks; low conflict risk per proxy .
- Board-level caution: Combined Chair/CEO structure mitigated by Presiding Director and strong committee framework; not director-specific but relevant to governance context .
RED FLAGS: None disclosed specific to Masood (no attendance issues, no related-party transactions, no hedging/pledging permitted) .