Harley-davidson, Inc. · NYSE:HOG

Harley-davidson — Proxy Contest (April 2025)

18 slides from Harley-davidson's proxy contest presentation, Apr 25, 2025

  1. Slide 1: Our Fit-For-Purpose Board is Delivering for Shareholders

    Our Fit-For-Purpose Board is Delivering for Shareholders APRIL 25, 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: Our Strong Board and Governance Are Evident in the Outcomes for Shareholders

    OUR STRONG BOARD AND GOVERNANCE ARE EVIDENT IN THE OUTCOMES FOR SHAREHOLDERS 3 – The strength of our Board and governance structure is demonstrated by the comprehensiveness of our ongoing CEO search, the quality of our Directors, and the framework and procedures in place that promote accountability

  4. Slide 4: Dourdeville's actions disregard good corporate governance

    Dourdeville's actions disregard good corporate governance: Almost overnight, H Partners’ appointee Dourdeville went from: participating without objection in the CEO search process supporting the current CEO and Board to continue to execute on the Hardwire strategy supporting the renomination of all

  5. Slide 5: Dourdeville's actions disregard good corporate governance: his 3-year tenure

    Dourdeville's actions disregard good corporate governance: In his 3-year tenure, Dourdeville: aligned with the strategy developed by management and approved by the Board consistently voted with other independent directors Yet when the CEO candidate H Partners recommended was not hired, he: × suddenl

  6. Slide 6: Quality of Our Directors Results from Robust Board Self-Evaluation and Refreshment

    THE QUALITY OF OUR DIRECTORS IS THE RESULT OF ROBUST AND THOUGHTFUL BOARD SELF-EVALUATION AND REFRESHMENT PROCESSES 6 – Regular self-review of Directors’ contributions, performance and collective skillsets ensure Harley-Davidson has a fit-for-purpose Board o As recently as Q4 2024, Dourdeville parti

  7. Slide 7: Harley-Davidson Is Managing Through One of Its Most Challenging Operating Environments

    “The start of 2025 was awful for the domestic market (US), showing a fast-declining consumer demand” - Motorcycles Data, March 2025 19 20 21 22 23 24 25 2022 2023 2024 2025 HARLEY-DAVIDSON IS MANAGING THROUGH ONE OF THE MOST CHALLENGING OPERATING ENVIRONMENTS IN ITS HISTORY… High financing costs are

  8. Slide 8: Outperforming Peers on Operating Margins and Free Cash Flow Generation

    13% 9% …YET OUTPERFORMING PEERS1 ON OPERATING MARGINS AND FREE CASH FLOW GENERATION FY ’22-’24 Operating Margin2 (Company’s Filings) FY ’22-’24 FCF as % of EBITDA3 (Company’s Filings) Despite these macro-economic headwinds, Harley-Davidson has significantly outperformed peers from ’22-’24: o We comp

  9. Slide 9: We Prioritize Returning Excess Capital to Our Shareholders

    $1.1 $0.3 $1.4 Share Repurchases Cash Dividends to Shareholders Total Capital Returned WE PRIORITIZE RETURNING EXCESS CAPITAL TO OUR SHAREHOLDERS… 9 (1) This represents discretionary share repurchases and does not include non-discretionary repurchases related to shares tendered to the Company by emp

  10. Slide 10: And Return Meaningfully More Capital Than Our Peers

    25% 13% 3% 4% 16% 6% 19% 11% …AND RETURN MEANINGFULLY MORE CAPITAL THAN OUR PEERS… 10 Capital Return Yield1 Total Shares Repurchased (2022 – 2024) as % of Current Share Count3 (1) Q4 2024 annualized dividend and 2024 discretionary share repurchases / current market capitalization as of April 15, 202

  11. Slide 11: Contributing to TSR Outperformance

    (Relative Performance of Harley-Davidson vs. Peer Median3) …CONTRIBUTING TO TSR OUTPERFORMANCE WHICH WE BELIEVE ALSO REFLECTS CONTINUED EARNINGS GROWTH STRENGTH 11 (1) TSR represents total return of a company assuming reinvested dividends; Market data as of April 15, 2025, the day prior to H Partner

  12. Slide 12: Analysts Remain Highly Supportive with Valuation Implying Significant Upside

    $ 22 $ 31 Harley Share Price Harley Median Analyst Price Target ANALYSTS REMAIN HIGHLY SUPPORTIVE WITH CURRENT VALUATION LEVELS IMPLYING SIGNIFICANT UPSIDE 12 (1) Market data as of April 15, 2025, the day prior to H Partners’ initiation of their Withhold campaign Analyst Price Target Implies Attract

  13. Slide 13: Our Hardwire Strategic Plan Priorities

    OUR HARDWIRE STRATEGIC PLAN PRIORITIES 13 Profit Focus Invest in strengthening our positioning in our most profitable segments: Touring, Large Cruiser and Trike Reinvent, reimagine and reinvigorate our most profitable categories where we see opportunity Selective Expansion Win in attractive markets

  14. Slide 14: Hardwire Strategic Plan Results Delivered to Date

    HARDWIRE STRATEGIC PLAN RESULTS DELIVERED TO DATE 14 (1) As of February 26, 2025 (2) U.S. industry data is derived from information provided by Motorcycle Industry Council Profit Focus Selective Expansion & Redefinition Lead in Electric Achieved $257 million in productivity savings (2022 - 2024); ex

  15. Slide 15: Our Fit-For-Purpose Board Is Critical to Developing Effective Strategies

    OUR FIT-FOR-PURPOSE BOARD IS CRITICAL TO DEVELOPING EFFECTIVE STRATEGIES THAT DELIVER SHAREHOLDER VALUE 15 Troy Alstead Former COO & CFO, Starbucks James Duncan Farley, Jr. President & CEO, Ford Motor Co. Lori Flees President & CEO, Valvoline, Inc. Allan Golston U.S. President, The Gates Foundation

  16. Slide 16: H Partners' Actions Are Destructive to the Interests of All Shareholders

    H PARTNERS’ ACTIONS ARE DESTRUCTIVE TO THE INTERESTS OF ALL SHAREHOLDERS 16 The Board believes H Partners’ public campaign undermines our ability to: – Recruit a highly-qualified and talented CEO candidate – Effectively recruit future Directors as part of the Board’s regular refreshment program – Ex

  17. Slide 17: Appendix

    Appendix

  18. Slide 18: Harley-Davidson FCF and EBITDA Reconciliation

    HARLEY-DAVIDSON FCF AND EBITDA RECONCILIATION Harley-Davidson 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 Harley-Davidson EBITDA Reconciliation (Company Filings

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