Tori Termaat
HARLEY-DAVIDSONAbout Tori Termaat
Tori Termaat is Chief Human Resources Officer (CHRO) of Harley‑Davidson, appointed effective January 1, 2022, and has been with the company since 2000; she was 47 years old as of April 3, 2025 . Her prior roles include Vice President of Human Resources (2021–2022), Director of Human Resources Business Services (2019–2021), and Director of Talent (2017–2019) . As part of the executive leadership compensation framework, variable pay is tied to operating income and core retail unit growth in the annual STIP, and ROIC and three‑year cumulative HDMC revenue for PSUs; in 2024 the STIP paid 0% due to performance below threshold, while the 2022–2024 PSU cycle paid 90% of target with a +10% relative TSR modifier . Governance guardrails include a 3× base salary stock ownership guideline for senior executives, a strict anti‑hedging/pledging policy, clawback policy, double‑trigger vesting on LTI awards since 2019, and no employment contracts or excise tax gross‑ups on change‑of‑control benefits .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harley‑Davidson, Inc. | Chief Human Resources Officer | 2022–present | Leads enterprise HR; executive leadership team member |
| Harley‑Davidson, Inc. | Vice President of Human Resources | 2021–2022 | Oversaw HR operations and talent initiatives |
| Harley‑Davidson, Inc. | Director, HR Business Services | 2019–2021 | Managed HR service delivery and process enablement |
| Harley‑Davidson, Inc. | Director of Talent | 2017–2019 | Led talent acquisition and development programs |
Fixed Compensation
Termaat is not listed as a Named Executive Officer (NEO) in the latest proxy; her individual base salary, target bonus %, and actual bonus are not disclosed. The company’s 2024 STIP design and outcomes are below.
| STIP Element | FY 2024 |
|---|---|
| Performance measures | Combined HDMC & HDFS Operating Income; Core units retail YoY growth |
| Payout range | 0–200% of target |
| Actual payout | 0% (thresholds not met) |
Performance Compensation
Long‑Term Incentive Mix (executive officers)
| Metric | FY 2024 |
|---|---|
| Performance Share Units (PSUs) weighting | 60% of total LTI target value |
| Restricted Stock Units (RSUs) weighting | 40% of total LTI target value |
| PSU performance metrics | HDMC ROIC; HDMC Revenue (3‑year cumulative) |
| Relative TSR modifier | ±15% range; applied over 3 years |
PSU Cycle Outcome
| Cycle | Metric | Outcome |
|---|---|---|
| 2022–2024 | Average achievement of stakeholder‑based goals with TSR modifier | 90.0% of target; +10% TSR modifier approved Feb 6, 2025 |
RSU Vesting Schedule (plan terms)
| Grant Date | Vesting | Notes |
|---|---|---|
| Feb 9, 2022 | 1/3 each year over 3 years | RSUs subject to forfeiture until vested |
| Feb 9, 2023 | 1/3 each year over 3 years | One‑for‑one share distribution upon vest |
| Feb 5, 2024 | 1/3 each year over 3 years | Non‑voting until vested; not included in “Number of Shares” |
Vesting protections include full vesting upon certain retirement conditions (55+ and >1 year post‑grant), full vesting if terminated not for cause for certain awards, and pro‑rata vesting upon death or disability; “cause” includes felony conviction, willful misconduct, or refusal to perform duties .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6× salary; Senior Executive Leaders (including NEOs) 3×; other executives 1×; 5‑year phase‑in period; counts include personal holdings and RSUs, but exclude unearned PSUs and vested options .
- Anti‑hedging/pledging: Strict prohibition for Directors, officers, and employees, including derivatives, collars, exchange funds, etc., to maximize alignment and reduce misaligned risk taking .
- Option repricing: Prohibited under stock plan .
- Clawback: Maintained and administered by the Human Resources Committee .
Note: Termaat’s individual share ownership, vested vs. unvested breakdown, and compliance status are not disclosed in the beneficial ownership table; she did have a late Form 3 filing in 2022 due to SEC EDGAR code backlog, indicating Section 16 reporting obligations as an executive officer .
Employment Terms
| Policy Area | Key Terms | Applicability/Notes |
|---|---|---|
| Employment contracts | Company does not enter into ongoing executive employment contracts | Not individually disclosed for CHRO |
| Executive Severance Plan (termination without cause; no CoC) | 24 months salary continuation, prorated annual incentive, lump sum for health benefits, payment in lieu of outplacement; requires release and restrictive covenants | Disclosed for NEOs; CHRO coverage not specified |
| Change‑of‑Control (Transition Agreements) | For certain NEOs: cash severance equals 2× highest base in last 5 years + 2× current target bonus; interrupted bonus; health/welfare; outplacement; 280G best‑net (no excise tax gross‑ups) | In place for Zeitz, Root, Krause, Mansfield, Krishnan; not disclosed for CHRO |
| Equity vesting (CoC) | Double‑trigger for LTI since 2019; awards may vest if terminated not for cause within 2 years post‑CoC; AIP performance shares have specific stock‑price contingencies at CoC (no payout < $70; interpretation in Feb 2025 also references $60–$70 interpolation) | Applies to award holders per plan terms |
Compensation Committee and Peer Group
- Human Resources Committee members: Maryrose Sylvester (Chair), Jared D. Dourdeville, Sara Levinson, Norman Thomas Linebarger; all independent under NYSE rules .
- Independent consultants: Semler Brossy (current), Pay Governance (prior); committee determined independence and no conflicts; scope includes CEO/NEO market data, plan design, CoC reviews .
- Compensation peer group (unchanged from 2023): Brown‑Forman; Molson Coors; RH; Goodyear; BRP; Lululemon; Tapestry; Toro; Brunswick; Polaris; Tempur Sealy; Thor Industries; MillerKnoll; PVH; Textron; Winnebago .
Investment Implications
- Alignment: Strong governance scaffolding (ownership guidelines, anti‑hedging/pledging, clawback, double‑trigger LTI) indicates high alignment of executive incentives with long‑term shareholder value; CHRO role is subject to these enterprise policies even though individual pay details are not disclosed .
- Performance sensitivity: 2024 STIP paid 0% company‑wide, highlighting near‑term cash incentive sensitivity to operating income and retail unit growth; PSU outcomes remain tied to multi‑year ROIC, revenue, and relative TSR, promoting longer‑duration execution focus .
- Retention risk and selling pressure: RSU three‑year vesting and double‑trigger protections reduce forced selling pressure; anti‑pledging and anti‑hedging policies further limit leverage/hypothecation risks; lack of disclosed individual ownership limits direct assessment of Termaat’s personal retention incentives .
- Change‑of‑control economics: Rich CoC terms for certain NEOs (2× salary+bonus, equity vesting mechanics, best‑net cutback) may create event‑driven payout asymmetry; no excise tax gross‑ups reduces shareholder unfriendly optics; applicability to CHRO is not disclosed .
- Governance/filing signal: The 2022 late Form 3 (SEC EDGAR code backlog) is administrative; no ongoing delinquency reported, but it confirms Section 16 officer status and reporting obligations .