Harley-davidson, Inc. · NYSE:HOG

Harley-davidson — Proxy Contest (April 2025)

22 slides from Harley-davidson's proxy contest presentation, Apr 29, 2025

  1. Slide 1: Harley-Davidson Sets the Record Straight on H Partners' Disingenuous and Harmful Claims

    Harley-Davidson Sets the Record Straight on H Partners’ Disingenuous and Harmful Claims APRIL 29, 2025

  2. Slide 2: Cautionary Note Regarding Forward-Looking Statements

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this presentation that do not relate to matters of historical or current fact should be considered

  3. Slide 3: Board and Leadership Continue to Exercise Sound Corporate Governance and Drive Value Creation

    HARLEY-DAVIDSON'S ("H-D") BOARD AND LEADERSHIP CONTINUE TO EXERCISE SOUNDCORPORATE GOVERNANCE AND DRIVE VALUE CREATION FOR ALL SHAREHOLDERS3The H-D Board has the critical skills and experience needed to choose our next CEO and drive future growth. The Board hasoverseen strong execution of the Hardwi

  4. Slide 4: H Partners' Actions and Recent Presentation Highlight Their Hypocrisy and Misleading Behavior

    H PARTNERS' ACTIONS AND RECENT PRESENTATION HIGHLIGHT THEIR HYPOCRISY ANDMISLEADING BEHAVIOR4 H Partners' Representative, Dourdeville, never voted against any matter voted on by the Board and only abstained from four Board decisions since appointment in Feb 2022. Three of those four abstentions were

  5. Slide 5: H Partners' Reference Benchmark Selection Is Disingenuous

    H PARTNERS' REFERENCE BENCHMARK SELECTION IS DISINGENUOUS FOR ASHAREHOLDER CLAIMING DEEP UNDERSTANDING OF H-D - THEY KNOW BETTER5H-D's Peer Group Represents the Best Public Comparables for H-D and WasApproved by H Partners as the Reference Peer Group used in H-D's ExecutiveCompensation PlanH Partner

  6. Slide 6: H-D and Its Peers Have Been Operating in a Challenging Macro Environment

    H-D AND ITS PEERS HAVE BEEN OPERATING IN A CHALLENGING MACRO ENVIRONMENT… 6 ¹ Per PCE, Durable Goods, Motorcycles, SAAR (US, new and used) from FactSet. 2 Data from the Federal Reserve. 3 Data from Bureau of Labor Statistics. 4 Per University of Michigan Consumer Sentiment Survey released April 11,

  7. Slide 7: Despite the Challenging Backdrop, H-D Has Meaningfully Outperformed

    (60%) (93%) (80%) (76%) (74%) (71%) Harley Polaris Brunswick BRP Winnebago Thor 2 DESPITE THE CHALLENGING BACKDROP, H-D HAS MEANINGFULLY OUTPERFORMED 13% 9% Maintained Premium Margins (FY ’22-’24 Operating Margin¹) Higher Cash Conversion (FY ’22-’24 FCF as % of EBITDA²) Relatively Higher Resilience

  8. Slide 8: Dourdeville and H Partners Consistently Supported H-D's Executive Compensation Program

    JARED DOURDEVILLE AND H PARTNERS HAVE CONSISTENTLY SUPPORTED H-D'SEXECUTIVE COMPENSATION PROGRAM - THE ASPIRATIONAL INCENTIVE PLAN WAS INFACT H PARTNERS' OWN IDEA!8In addition to H Partners being the driving force behind the Aspirational Incentive Plan...2022 2023 2024H Partners' representative, Dou

  9. Slide 9: H Partners Supported the CEO's Compensation Package Because He Was Executing Successfully

    8% 6% H PARTNERS SUPPORTED THE CEO’S COMPENSATION PACKAGE BECAUSE IT WAS CLEAR THAT HE WAS EXECUTING SUCCESSFULLY ON THE HARDWIRE STRATEGY DESPITE A CHALLENGING ENVIRONMENT AND THE OUTLOOK REMAINED ATTRACTIVE TSR1 Outperformance (Relative Performance of H-D vs. Peer Median3 ) ¹ TSR represents total

  10. Slide 10: H Partners Fully Supported Mr. Zeitz Before Their Recent Turn

    H PARTNERS FULLY SUPPORTED MR. ZEITZ BEFORE THEIR RECENT TURN… ¹ H Partners’ 2024 Annual Letter to Investors is dated January 8, 2024 10 4 “We have been quite pleased with Harley’s progress in improving profitability over the past three years, particularly amidst a challenging economic and supply ch

  11. Slide 11: H-D Has Made Significant Achievements on Hardwire Strategy

    4 … AND H-D HAS MADE SIGNIFICANT ACHIEVEMENTS ON HARDWIRE STRATEGY… 11 Profit Focus ✓ Three years of HDMC double-digit operating income margin 2021: 10.6%; 2022: 13.9%; 2023: 13.6%; and two record years for HDFS (2021 and 2022) ✓ Selective pricing action taken and strong cost control discipline (COG

  12. Slide 12: Successfully Launching the MY24 Touring Lineup

    …ALONG WITH SUCCESSFULLY LAUNCHING THE MY24 TOURING LINEUP ¹ In Terms of Two-Month Retail Performance YoY 12 4 The Most Successful Product Launch in Over 10 years¹ Drove ~5% Growth In H-D Touring in a Challenging Macro Backdrop and 3.5% Increase In U.S. Touring Segment Share In 2024 Nearly 12 months

  13. Slide 13: H Partners Had a Voice in the Boardroom and on the CEO Search Committee

    H PARTNERS HAD A VOICE IN THE BOARDROOM AND ON THE CEO SEARCH COMMITTEE... 13 4 Date Event Each September 2020 to 2024 Each September, as part of the Board's regular succession planning process, the Board discussed with CEO Zeitz his intentions to continue serving at the Company. In September 2024,

  14. Slide 14: H Partners Quit in the Middle of the CEO Search When They Didn't Get Their Way

    BUT THEN H PARTNERS QUIT IN THE MIDDLE OF THE CEO SEARCH WHEN THEYDIDN'T GET THEIR WAY144Date EventFebruary/March 2025- 120 CEO candidates were identified by the executive search firm.- 36 CEO candidates were contacted and assessed by the executive search firm.- 6 CEO candidates were interviewed by

  15. Slide 15: Dourdeville's About-Face Puts H-D's Strategy and Shareholder Value at Risk

    Almost overnight, Dourdeville and H Partners went from supporting the current CEO and Board to: H PARTNERS’ REPRESENTATIVE DOURDEVILLE’S ABOUT-FACE AS AN H-D BOARD MEMBER IS PUTTING H-D’S LONG-TERM STRATEGY, THOUGHTFUL SUCCESSION PLAN AND LONG-TERM SHAREHOLDER VALUE ALL AT RISK… 15 Demanding that on

  16. Slide 16: The Board Has a Well-Defined CEO Search Process and Ongoing Refreshment

    ✔ The Board has a well-defined CEO search process that has been underway for months – The Board has a responsibility to all shareholders to complete a comprehensive search and select the best available candidate for the Company ✔ The Board’s ongoing Board refreshment ensures Directors possess the cr

  17. Slide 17: H Partners Offers No Constructive Solutions That Will Benefit H-D or Its Shareholders

    H PARTNERS OFFERS NO CONSTRUCTIVE SOLUTIONS THAT WILL BENEFIT H-D OR ITSSHAREHOLDERS17H Partners' Askedfor AcceleratedReview ofPreferred CEOCandidate? The H-D Board has been running and is continuing to run arigorous and comprehensive CEO search process, in line withgovernance best practices, to sel

  18. Slide 18: Appendix

    Appendix

  19. Slide 19: Responses on Management Stability, Presiding Director and Oversight Claims

    19Management Stability? There has been minimal turnover of the executive leadership team with most being in-post since theHardwire was initiated? Three of the individuals cited by H Partners were not part of the Executive Leadership TeamSupposed Presiding Director "Promise"? There was no promise bet

  20. Slide 20: S&P Consumer Discretionary Index Constituents (1/2)

    20 S&P 400 CONSUMER DISCRETIONARY INDEX CONSTITUENTS (1/2) Automobile Components Automobile Broadline Retail Diversified Consumer Services Hotels, Restaurants & Leisure

  21. Slide 21: S&P Consumer Discretionary Index Constituents (2/2)

    21 S&P 400 CONSUMER DISCRETIONARY INDEX CONSTITUENTS (2/2) Household Durables Leisure Products Specialty Retail Textiles Apparel & Luxury Goods Class A Class C

  22. Slide 22: H-D FCF and EBITDA Reconciliation

    H-D FCF AND EBITDA RECONCILIATION H-D FCF Reconciliation (Company Filings) 2022 2023 2024 Net Cash Provided by Operating Activities $549 $755 $1,064 (-) Capital Expenditures (152) (207) (197) Free Cash Flow $397 $547 $867 H-D EBITDA Reconciliation (Company Filings) 22 2022 2023 2024 Operating Income

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