Harley-Davidson has agreed to add a representative of H Partners Management, one of the company’s larger shareholders, to its board of directors after the firm expressed concern about Harley’s executive compensation, corporate governance and board composition.
Jared Dourdeville, a partner at New York-based H Partners, will join Harley’s board and will be on the nominating and governance committee and the human resources committee. He will also be included in Harley’s slate of nominees at its 2022 annual shareholder meeting.
H Partners agreed to not increase its stake in Harley to more than 14.99%, nominate anyone to the board, submit shareholder proposals or solicit shareholder votes for almost or a year or until after Dourdeville is not on the board, whichever is later.
"Under the leadership of Jochen Zeitz, we believe Harley-Davidson's best days are ahead, and we look forward to partnering with the board, leadership team, and employees to reinvigorate this iconic American company," Dourdeville said in a Harley press release announcing the appointment.
In a December securities filing, H Partners revealed it had increased its stake in Harley-Davidson to 8% and had engaged with the company’s board about possibly adding a representative.
H Partners said it is supportive of Harley’s management and strategic direction, but expressed concern about executive compensation, corporate governance and board composition.
As of February 2021, H Partners had a 5% stake in Harley. From mid-October to the end of November alone, the firm bough 740,000 shares for around $27.1 million. At the time of the filing, it had 12.3 million shares of Harley stock that it paid $368.8 million to acquire.
In the agreement appointing Dourdeville to the board, H Partners revealed ownership of 12.6 million shares, roughly 8.2% of Harley stock.
"We believe this agreement is in the best interest of Harley-Davidson shareholders, as we look to deliver long-term, profitable growth, as the most desirable motorcycle company in the world," said Tom Linebarger, lead director of Harley-Davidson.