Benzinga | Dec 3, 2021 06:56AM EST

Harley-Davidson 8-K Shows Co.'s Human Resources Committee Believes 'It Is Imperative' Co. CEO, Jochen Zeitz, Remain As CEO

On December 1, 2021, Harley-Davidson, Inc. ("Harley-Davidson" or "Company") entered into a letter agreement with its Chief Executive Officer, Jochen Zeitz, regarding the terms of Mr. Zeitz's employment with the Company, as he continues his service as Chief Executive Officer.



The Human Resources Committee (the "Committee") of the Company's Board of Directors (the "Board") and the Board believe it is imperative that Mr. Zeitz remain as Chief Executive Officer to provide continuity to Harley-Davidson as the Company continues to implement The Hardwire, its 5-year strategic plan that was announced in February 2021.



Since the Company announced Mr. Zeitz's appointment as Chief Executive Officer, the Committee and Board believe he has done an effective job restructuring the Company (The Rewire) and defining a new strategy (The Hardwire) and he has positioned the Company very well for the future.



In developing Mr. Zeitz's ongoing pay package, the Board factored in shareholder feedback, which included a desire for the following: reduction in base pay, more emphasis on variable cash compensation and a long-term performance component. In addition, the Board considered, consistent with its regular practice for compensation decisions affecting executive officers, market compensation data for a peer group of companies selected by the Human Resources Committee. According to those data, Mr. Zeitz's annualized target compensation is expected to be in a range between median and the 75th percentile of the Company's peer group's chief executive officers. For this purpose, annualized target compensation includes one-third of the value of the WIN stock options that we describe below.



The letter agreement provides that Mr. Zeitz will have an annual base salary of $1.9 million -- a reduction of $600,000 from his current base salary -- and a target annual bonus opportunity of $2.4 million. These pay changes will become effective January 1, 2022.