Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
On August 1, 2022, the Board of Directors (the "Board") of Harley-Davidson, Inc.
(the "Company") voted to increase the size of the Board from ten persons to
eleven persons and to elect Rafeh Masood as a new director to fill the vacancy
created by such increase, with such election effective August 3, 2022. Mr.
Masood will serve as a director with a term expiring at the Company's 2023
annual meeting of shareholders.
On that date, the Board also appointed Mr. Masood to the Board's Audit and
Finance Committee and Nominating and Corporate Governance Committee.
Mr. Masood currently serves as Executive Vice President (EVP) and Chief Customer
Officer at Bed Bath & Beyond Inc. He joined Bed Bath & Beyond Inc. in May 2020
as EVP and Chief Digital Officer and was appointed to his current role in
November 2021, where he oversees marketing, digital and customer experience. Mr.
Masood previously served as Senior Vice President and Chief Digital Officer at
BJ's Wholesale Club Holdings, Inc. In this role, Mr. Masood was responsible for
the company's online and omnichannel business, including strategy, customer
experience, and product development. Previously, Mr. Masood held leadership
roles in customer innovation, technology, operations and procurement at DICK's
Sporting Goods, Sears and BAWAG Group.
The Company's Director Compensation Policy is applicable to Mr. Masood as a
non-employee director. In connection with his election to the Board, Mr. Masood
will receive a pro-rata portion of the current $110,000 annual retainer that the
Company pays to non-employee directors, as outlined in the Company's Director
Compensation Policy. Also, Mr. Masood will receive a pro-rata portion of the
additional $5,000 retainer payable to members of the Audit and Finance
Committee. At least 50% of the retainer will be paid in shares of the Company's
common stock and/or share units as required under the Company's Director
Compensation Policy. In addition, Mr. Masood will also receive a grant of 3,529
share units pursuant to the Company's Director Stock Plan, which is the amount
of share units last granted to each of the outside directors under the plan,
each share unit representing the value of one share of the Company's common
stock. Mr. Masood will receive this compensation following his first Board
meeting he attends as a director.
A copy of the press release issued by the Company announcing the appointment of
Mr. Masood is being furnished as Exhibit 99.1 to this Current Report on Form
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibit is being furnished herewith:
Exhibit No. Description
99.1 Press Release of Harley-Davidson, Inc. dated August 3, 2022.
104 The cover page from this Current Report on Form
8-K, formatted in Inline XBRL
(included as Exhibit 101)
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