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H Partners pushes for Harley-Davidson board overhaul

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Hedge fund firm H Partners, one of Harley-Davidson’s largest shareholders with a nearly 9% stake, is escalating pressure on the iconic motorcycle manufacturer by launching a campaign to oust three long-serving board members, according to a report by the Wall Street Journal.

The report cites unnamed sources familiar with the matter as revealing that the New York-based firm plans to call on shareholders to withhold support for CEO Jochen Zeitz, as well as directors Thomas Linebarger and Sara Levinson, during Harley’s annual meeting in mid-May. Collectively, the trio has served on the board for over six decades.

H Partners is also pushing for Zeitz’s immediate resignation and a commitment not to interfere with the external recruitment of a new chief executive, underscoring a desire for a leader with deeper ties to Harley’s customer and dealer base.

The firm’s campaign follows the abrupt resignation of H Partners’ Jared Dourdeville from Harley’s board earlier this month. In a public letter, Dourdeville cited a deterioration of company culture, driven by remote work policies and the departure of senior leadership. He also criticised Harley’s handling of the CEO succession process, alleging that the board interviewed three external candidates but failed to make an offer.

Harley confirmed that Zeitz, who has led the company since 2020, intends to retire, and said it began working with a search firm in late 2024. Zeitz will remain CEO until a successor is appointed.

The company hit back at Dourdeville’s public criticisms, arguing that the campaign is disrupting the CEO search process and undermining strategic execution, ultimately putting shareholder value at risk.

While Zeitz has been credited with stabilising operations during the pandemic, including navigating factory closures and supply chain disruption, motorcycle sales have continued to decline, and Harley has struggled to attract a younger demographic. Dealer complaints have intensified around product mix and excess inventory.

Since Zeitz took over in 2020, Harley’s stock has fallen approximately 30%, reducing its market capitalisation to around $2.7bn. The company maintains that it is faring better than peers in a powersports market pressured by high interest rates and low consumer confidence.

Rather than nominating its own slate of directors, H Partners is employing a “withhold-the-vote” strategy, targeting directors who must resign if they fail to secure majority support, per Harley’s bylaws. The firm pioneered a similar approach in 2015 during its campaign at Tempur Sealy and has previously struck governance-focused agreements with Six Flags Entertainment and Remy International.

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