Troy Alstead
HARLEY-DAVIDSONAbout Troy Alstead
Troy Alstead, age 62, is an independent director of Harley‑Davidson, Inc. (HOG) serving since 2017; he is the owner and CEO of Harbor O5 LLC (Ocean5 and Table 47) and formerly served as Starbucks’ Chief Operating Officer and Chief Financial Officer, bringing deep finance, operations, and international experience to HOG’s board . He chairs HOG’s Audit and Finance Committee and is designated an SEC “audit committee financial expert,” and also serves on the Nominating and Corporate Governance Committee, underscoring core governance and risk oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harbor O5 LLC | Owner & CEO (Ocean5, Table 47) | Founded; venue opened 2017 | Entrepreneur/operator experience in consumer venues |
| Starbucks Corporation | Chief Operating Officer | 2014–Feb 2016 | Led global operations; growth management and organizational leadership |
| Starbucks Corporation | Chief Financial Officer & Chief Administrative Officer | 2008–2014 | Financial reporting, internal controls, audit oversight |
| Starbucks Corporation | Group President, Global Business Services | 2013–2014 (until promotion to COO) | Enterprise services leadership |
| Starbucks International (EMEA, Greater China, Japan) | Senior Leader/President/COO/Representative Director | Roles over >10 years | International expansion and market leadership in Amsterdam, Shanghai, Tokyo |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Levi Strauss & Co. (NYSE: LEVI) | Director | Current | Apparel/retail brand; no HOG related‑party transaction disclosed |
| Array Technologies, Inc. (Nasdaq: ARRY) | Director | Current | Solar tracker OEM; no HOG related‑party transaction disclosed |
| Heritage Distilling Holding Company, Inc. (Nasdaq: CASK) | Director | Current | Beverage/distilling; no HOG related‑party transaction disclosed |
Board Governance
- Committee assignments: Chair, Audit & Finance Committee; member, Nominating & Corporate Governance Committee .
- Audit & Finance Committee activity: 11 meetings in 2024, with oversight of financial reporting, internal controls, cybersecurity, capital structure, and auditor independence; Alstead is an SEC “audit committee financial expert” .
- Nominating & Corporate Governance Committee activity: 4 meetings in 2024; responsibilities include board refreshment, performance reviews, conflicts process, and director trading/hedging policy oversight .
- Independence and engagement: Board determined Alstead independent; all director nominees attended at least 75% of Board and committee meetings in 2024; Board held executive sessions of independent directors each quarterly meeting .
- Governance structure: Presiding Director role in place given combined CEO/Chair; Norman T. Linebarger serves as Presiding Director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees | $140,000 | Reflects $110,000 base retainer plus $30,000 Audit & Finance Committee chair retainer |
| Annual share units (stock awards) | $145,000 | Annual grant of share units; Board approved ~$145,000 per non‑employee director (~4,095 share units) at 2024 meeting |
| Total 2024 director compensation | $285,000 | Sum of cash fees and stock awards |
- Directors may elect to receive 0%, 50%, or 100% of the annual retainer in common stock (with deferral options); if no election, default is 50% in stock; HOG’s Director Stock Plan administers these elections .
- Annual compensation limit: Non‑employee director compensation capped at $1,000,000 per fiscal year .
Performance Compensation
| Feature | Design | Vesting/Metric Details |
|---|---|---|
| Director share units | Annual grant valued at $145,000 | Share units vest immediately on grant; paid in stock on schedule (with deferral options); no performance metrics for director equity |
| Retainer stock election | 0%/50%/100% of retainer in stock | Converted at fair market value after annual meeting; directors may defer receipt; no performance metrics |
Other Directorships & Interlocks
| Company | Sector Relationship to HOG | Interlock/Transaction Notes |
|---|---|---|
| Levi Strauss & Co. (LEVI) | Apparel/retail; brand adjacency | No 2024 director related‑party transactions disclosed by HOG |
| Array Technologies (ARRY) | Industrial/renewable components | No 2024 director related‑party transactions disclosed by HOG |
| Heritage Distilling (CASK) | Consumer beverages | No 2024 director related‑party transactions disclosed by HOG |
- Board practice: “No Director serves on an excessive number of public company boards,” per governance highlights .
Expertise & Qualifications
- Finance/Accounting: Six years as Starbucks CFO; designated audit committee financial expert at HOG .
- Operations/Strategic leadership: Former Starbucks COO and divisional/operator leadership including global operations .
- International business: Senior roles in EMEA, Greater China, and Japan; brand expansion experience .
- Premium brand management: Starbucks background in maintaining premium brand and consumer experience .
Equity Ownership
| Holder | Shares Owned | Percent of Class | Notes |
|---|---|---|---|
| Troy Alstead | 35,203 | <1% (as disclosed) | Beneficial ownership excludes director share units; HOG shares outstanding at record date: 123,703,389 |
- Director stock ownership guidelines: Directors must hold five times the annual retainer; five‑year phase‑in from May 2021 or election date .
- Anti‑hedging and pledging: Directors are prohibited from hedging or pledging HOG securities .
Governance Assessment
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Strengths:
- Audit chair and SEC “financial expert” designation support robust oversight of financial reporting, internal controls, cybersecurity, and capital allocation; audit committee met 11 times in 2024, indicating high engagement .
- Independent status, committee service on NCGC, and Board executive sessions reinforce board challenge and accountability .
- Director equity and ownership guidelines (5× retainer) plus option to take fees in stock align director incentives with shareholders .
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Compensation alignment:
- 2024 compensation mix of cash fees ($140,000) and share units ($145,000) is standard, with annual share units immediately vested but paid out per plan; no performance metrics in director pay but equity and ownership guidelines drive alignment .
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Conflicts/related parties:
- HOG disclosed no director transactions requiring SEC related‑party disclosure in 2024; NCGC approved an updated Conflict of Interest Policy in March 2025 and oversees conflicts for CEO/directors .
- Alstead’s other boards (LEVI, ARRY, CASK) present no disclosed HOG‑related transactions; governance highlights state directors are not on excessive boards .
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Attendance and engagement:
- All director nominees met at least the 75% attendance threshold; Board held six meetings and quarterly executive sessions of independent directors, indicating regular oversight cadence .
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RED FLAGS:
- None disclosed for Alstead in 2024 regarding related‑party transactions, hedging/pledging, or low attendance; director equity is not performance‑based, but ownership guidelines and stock elections mitigate alignment concerns .