Harley-Davidson Board Challenges Resignation Claims, Defends CEO Search Integrity

Harley-Davidson has responded to the unexpected resignation of board member Jared Dourdeville by disputing his characterization of events surrounding the company’s ongoing CEO succession process. The company revealed that Dourdeville, a representative of shareholder H Partners, resigned on April 5 after the board declined to endorse his preferred CEO candidate.

According to Harley-Davidson, the board had advanced three finalists for the CEO role following current CEO Jochen Zeitz’s planned retirement later this year. While Dourdeville strongly supported one candidate, none received a majority vote from the board’s independent directors. The company noted that a 4-4 vote showed a divided view among directors, reinforcing their independence and fiduciary responsibility to all shareholders.

Shortly after the vote, Dourdeville sent a letter criticizing the board and demanding resignations from several directors he had previously supported for re-election. Despite agreeing to attend a meeting scheduled to address his concerns, he resigned before the discussion took place.

The company denied claims that it accelerated its proxy filing in reaction to Dourdeville’s complaints, stating the filing date had been set months earlier and was not adjusted. It also rejected suggestions that the board had acted against the interests of shareholders, instead emphasizing Dourdeville’s past support for current leadership and strategy.

Harley-Davidson expressed concern that Dourdeville’s actions, including public criticism and disclosure of internal board deliberations, could disrupt the CEO search and strategic execution. The board reaffirmed its commitment to an orderly transition and long-term value creation for shareholders.

Harley-Davidson Board Member Resigns, Citing Leadership and Governance Concerns

Harley-Davidson Inc. announced the resignation of board member Jared Dourdeville, who served on both the Human Resources and Nominating and Corporate Governance Committees. In his resignation letter, Dourdeville cited concerns related to succession planning, governance, company culture, and commercial execution.

The company responded by highlighting that Dourdeville had historically supported board decisions, including CEO succession discussions, until he disagreed with the board's decision not to appoint his preferred CEO candidate. Harley-Davidson noted that Dourdeville called for the resignation of three directors on April 1 and resigned before a planned board meeting on April 7 to address his concerns.

The company emphasized progress on its five-year Hardwire strategic plan, improved employee engagement, record-low turnover, and continued efforts to adapt to industry headwinds. It also denied several points made in Dourdeville's letter, stating that he had not previously raised those concerns during his three-year tenure.

Harley-Davidson reaffirmed its commitment to shareholder interests and stated it will continue engaging with H Partners, Dourdeville's affiliated firm. The board remains focused on selecting a new CEO and executing the company's strategic goals.

Harley-Davidson reported its fourth-quarter and full-year 2024 results, alongside its 2025 outlook. Despite facing cyclical challenges, including the high-interest rate environment affecting consumer confidence, Harley-Davidson's performance showed both positive and negative highlights.

For 2024, Harley-Davidson delivered a diluted earnings per share (EPS) of $3.44, down 29% from the previous year. Harley-Davidson Motor Company (HDMC) had operating income of $278 million, with an operating margin of 6.7%. Global motorcycle shipments decreased by 17% to 148,862 units, although North America retail sales for the Touring, Trike, and CVO models grew by over 8%. The Harley-Davidson Financial Services (HDFS) unit reported a 6% increase in operating income, reaching $248 million.

In Q4 2024, the company faced more significant challenges, with a diluted EPS loss of -$0.93 and HDMC revenue dropping by 47% to $420 million. Global motorcycle shipments in Q4 were down 53% to 14,010 units, and global retail sales of new motorcycles decreased by 15% compared to the previous year.

Looking ahead to 2025, Harley-Davidson expects HDMC revenue to be flat to down 5%, with an operating income margin of 7.0% to 8.0%. HDFS is projected to see a 10% to 15% decline in operating income. LiveWire, Harley-Davidson’s electric motorcycle unit, anticipates sales of 1,000 to 1,500 units and an operating loss of $70 to $80 million. The overall EPS is expected to be flat to down 5%, and the company plans capital investments ranging from $225 to $250 million.

For the full year, Harley-Davidson’s consolidated revenue declined 11%, with a 15% drop at HDMC and a $12 million decline at LiveWire. HDFS, however, saw a 9% revenue increase. The company's consolidated operating income decreased by 47%, driven by a 58% drop in operating income at HDMC, partly offset by a 6% increase at HDFS. LiveWire's full-year operating loss was $110 million, in line with expectations.