Harley-davidson, Inc. · NYSE:HOG
Harley-davidson — Shareholder Meeting (May 2018)
17 slides from Harley-davidson's shareholder meeting presentation, May 1, 2018
Slide 1: Supplemental Proxy Materials 2018 Annual Shareholders Meeting
HARLEY-DAVIDSON, INC. SUPPLEMENTAL PROXY MATERIALS 2018 ANNUAL SHAREHOLDERS MEETING
Slide 2: Context
CONTEXT The purpose of this presentation is to ensure you have a solid understanding of our executive compensation program as you prepare to vote your shares. As you also know, we take a long-term view of our business -- and are focused on delivering strong shareholder value over the long-term.
Slide 3: Executive Compensation Overview
EXECUTIVE COMPENSATION OVERVIEW We are seeking continued support from our shareholders for our “Say on Pay” advisory vote. The oversight and structure of our executive compensation program create and reinforce pay for performance while reducing risks and aligning the interests of management with t
Slide 4: Executive Compensation Overview
EXECUTIVE COMPENSATION OVERVIEW We are committed to strong executive compensation practices. We Do We Don’t Do ✓ Tie the majority of total target compensation to × Reprice options without shareholder approval performance × Permit hedging or pledging transactions, or ✓ Use objective performance measu
Slide 5: 2017 CEO Total Target Compensation
EXECUTIVE COMPENSATION 2017 CEO TOTAL TARGET COMPENSATION Total target compensation was set below the regressed 50th percentile of our disclosed compensation benchmark companies (peer groups). 87% of total target compensation is performance-based and at risk. 64% targeted in the form of equity
Slide 6: 2017 Total Target Pay Mix
EXECUTIVE COMPENSATION 2017 TOTAL TARGET PAY MIX 87% of total target pay was performance-based and at risk. 6 6
Slide 7: 2017 CEO Realized Pay
EXECUTIVE COMPENSATION 2017 CEO REALIZED PAY Earned payouts for both short-term and long-term incentives were below target. Total Realized Pay of $5,222,902 was 53% less than the reported pay of $11,116,676 in the Summary Compensation Table under current SEC rules. Total Realized Pay approxima
Slide 8: 2013-2017 Incentive Payout History
EXECUTIVE COMPENSATION 2013-2017 INCENTIVE PAYOUT HISTORY Our compensation program design is working as intended. Based on goal setting and actual performance to plan, earned payouts for both short-term and long-term incentives were below target for the last three years. Financial Short-Term Incenti
Slide 9: 2018 Compensation Program Modifications
EXECUTIVE COMPENSATION 2018 COMPENSATION PROGRAM MODIFICATIONS We continuously assess and refine the executive compensation program and have made some changes for 2018. Eliminated Leadership Short-Term Incentive Plan (Leadership STIP): The Committee eliminated the Leadership STIP to provide greate
Slide 10: Board Recommendation
BOARD RECOMMENDATION Our Board unanimously recommends that you vote “FOR” Item 1: To elect ten directors to the Board of Directors Our Board unanimously recommends that you vote “FOR” the election of all director nominees. Item 2: To approve, by advisory vote, the compensation of our named executive
Slide 11: Governance Addendum
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Slide 12: Board of Directors Overview
BOARD OF DIRECTORS OVERVIEW 12
Slide 13: Board of Directors Overview
BOARD OF DIRECTORS OVERVIEW Board Well Positioned to Support Our Strategy 13
Slide 14: Board of Directors Demographics
BOARD OF DIRECTORS DEMOGRAPHICS Board Well Positioned to Support Our Strategy 14
Slide 15: Corporate Governance & Shareholder Rights
CORPORATE GOVERNANCE & SHAREHOLDER RIGHTS Governance & Rights Favorable to Shareholders Corporate Governance Summary Shareholder Rights Summary Separate & Independent Chairman 10% of shareholders can call a special meeting Majority voting for directors with No material restriction on right to call r
Slide 16: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS The company intends that certain matters discussed in this release are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward- looking statements can generally b
Slide 17: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS (xii) continue to manage the relationships and agreements that the company has with its labor unions to help drive long- term competitiveness, (xiii) accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices, (xi