Sara Levinson
HARLEY-DAVIDSONAbout Sara Levinson
Sara Levinson is an independent director of Harley-Davidson, Inc. and a retired media, sports, and entertainment executive with deep branding and licensing expertise. She holds an MBA from Columbia University and has served on HOG’s board since 1996 (age 74 as of the proxy) . The Board affirms her independence under NYSE rules, and all director nominees (including Levinson) attended at least 75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NFL Properties, Inc. | President | 1994–2000 | Led trademark licensing for the NFL; marketing/licensing expertise that supports Harley’s brand and lifestyle strategy |
| MTV: Music Television | President and Business Director | Prior to 1994 (dates not specified) | Digital/media leadership; insights for online brand experience |
| ClubMom, Inc. | Chairman & CEO; then Non-Executive Chairman | CEO/Chairman 2000–2002; Non-Exec Chair 2002–2008 | Consumer relationship/online community leadership |
| Rodale, Inc. (Women’s Group) | President | 2002–2005 | Health/active lifestyle publishing leadership |
| Katapult Studio | Co-founder; Director | Director 2013–2023 | Digital entertainment; content/licensing |
External Roles
| Company | Role | Status/Timing | Notes |
|---|---|---|---|
| Macy’s, Inc. (NYSE: M) | Director | Retiring May 2025 | Only current public directorship listed for Levinson in HOG proxy |
Board Governance
- Independence: Independent director; Board determined 9 of 10 nominees (including Levinson) are independent .
- Board tenure: Director since 1996 .
- Attendance: All nominees attended ≥75% of Board/committee meetings in 2024; Board met 6 times .
- Executive sessions: Independent directors met in executive session each quarterly meeting; Presiding Director is Norman T. Linebarger since 2020 .
- Committee memberships and meeting cadence:
| Committee | Member | Chair | 2024 Meetings | Source |
|---|---|---|---|---|
| Human Resources Committee (Compensation) | Yes (Levinson) | No (Chair: Maryrose Sylvester) | 4 | |
| Nominating & Corporate Governance Committee | Yes (Levinson) | No (Chair: Allan Golston) | 4 | |
| Sustainability & Safety Committee | Yes (Levinson) | No (Chair: Jochen Zeitz) | 3 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a committee chair (AFC $30k; HRC $25k; NCGC $20k; SSC $10k chair fees disclosed) |
| Additional fees | $0 | Not Presiding Director (role carries $35k); not on AFC (non-chair members receive $5k) |
| Fees earned/paid in cash (actual 2024) | $110,000 | As reported in Director Compensation table |
Performance Compensation
| Element | Plan Feature | Quantum/Terms | Notes |
|---|---|---|---|
| Annual equity grant (Share Units) | Fixed-value annual grant under Director Stock Plan | $145,000 grant-date fair value in 2024 | Approximately 4,095 share units per director for 2024 |
| Vesting | Immediate vesting on date of grant | N/A | All grants vest in full at grant |
| Retainer share election | Directors may elect 0%, 50%, or 100% of retainer in common stock (subject to ownership guidelines) | Shares delivered post-AGM based on FMV | Default 50% stock if no election; deferral optional |
| Deferral | Optional deferral of fees/share units into share accounts | Paid in stock upon cessation of service or per election | Section 409A-compliant deferral mechanics |
| Annual director compensation cap | $1,000,000 | Aggregate per director cap including equity and cash | Codified in plan and proxy |
Note: HOG does not tie non-employee director equity to performance metrics; grants are time-based share units intended to align directors with shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Macy’s, Inc. (retiring May 2025) |
| Disclosed interlocks/related-party exposure | None disclosed for Levinson in 2024; the proxy reports no related person transactions with directors requiring disclosure; one immaterial vendor relationship relates to another director (Waste Management) and was cleared under the conflict policy |
Expertise & Qualifications
- Branding, digital/media, and licensing expertise via senior roles at MTV, NFL Properties, ClubMom, Rodale; co-founder of Katapult Studio .
- Governance experience as a long-tenured public company director; current Macy’s directorship (retiring May 2025) .
- MBA from Columbia University .
Equity Ownership
| Item | Value |
|---|---|
| Common shares beneficially owned | 71,901 shares (less than 1% of outstanding) |
| Stock options/RSUs | Not applicable for non-employee directors in table; director share units are separate from executive RSUs |
| Shares pledged as collateral | None disclosed; company prohibits hedging/pledging/short sales in its governance/compensation practices |
| Director ownership guidelines | 5x annual retainer; five-year phase-in from election or from May 20, 2021, whichever longer |
| Deferrals | Directors may defer retainers and share units to share accounts; paid in stock |
Governance Assessment
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Strengths
- Independent; active across three key committees (HRC, NCGC, SSC), supporting oversight of compensation, governance, sustainability and safety .
- Solid attendance (≥75% threshold met) and established governance processes (quarterly executive sessions, Presiding Director model) .
- Pay alignment via equity-based director compensation, optional retainer-in-stock election, and robust stock ownership guidelines (5x retainer) .
- No disclosed related-party transactions or conflicts involving Levinson in 2024; conflicts overseen via formal policy .
-
Watch items / potential red flags
- Very long tenure (director since 1996) may raise refreshment/independence optics; however, the Board highlights recent refreshment (three new directors in last five years; four if Flees elected) and 90% independence/50% diversity among nominees .
- SSC is chaired by the CEO (Jochen Zeitz); while Levinson is a member and the committee has independent members, investors may scrutinize management-chaired committees for independence signaling .
-
Net view
- Levinson’s branding/licensing expertise and broad committee engagement are positives for board effectiveness and stakeholder-facing strategy (brand, sustainability, safety). Absence of conflicts and alignment via equity grants/ownership guidelines support investor confidence, with board refresh efforts mitigating long-tenure concerns .