HARLEY-DAVIDSON, INC. (HOG): director Anthony D. Fassino elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointments
On October 28, 2026, the Board of Directors (the "Board") of the Company increased the size of the Board from eight to ten directors and elected Anthony D. Fassino and Bryan E. Slone to fill the vacancies created by such increase, effective immediately. Messrs. Fassino and Slone will serve as directors for terms expiring at the Company’s 2027 Annual Meeting of Shareholders. The Board determined that each is independent under the rules of the New York Stock Exchange. The Board has not yet named either director to a committee of the Board or determined the committee or committees to which they will be named.
Anthony D. Fassino
Mr. Fassino recently retired from Caterpillar Inc. as the Group President of Construction Industries, where he led the company’s approximately $25 billion global construction business and was responsible for strategic direction, capital investment, operational performance, and customer growth across a worldwide portfolio of products, facilities, and employees. During a 30-year career with Caterpillar, Mr. Fassino held leadership roles spanning engineering, product development, manufacturing, sales, and distribution, helping drive innovation, operational excellence, and shareholder value. He recently served as Chairman of the American Road & Transportation Builders Association, and he brings extensive experience in global operations, capital allocation, supply chain management, and industrial growth strategy.
Bryan E. Slone
Mr. Slone is a former Managing Partner at Deloitte’s Nebraska office and the former President & CEO of the Nebraska Chamber of Commerce & Industry. He currently serves as Counsel with the law firm of Koley Jessen P.C., L.L.O. He brings more than four decades of leadership experience across tax, law, business, public policy, and corporate governance, including senior roles with Deloitte and the Internal Revenue Service. Mr. Slone currently serves on the boards of Ameritas Mutual Holding Company, Ameritas Holding Company, and Ameritas Life Insurance Corp., and First National of Nebraska, Inc., where he chairs the Audit Committee for each organization. Mr. Slone brings significant executive leadership, corporate governance and audit oversight experience to the Board.
The Company’s Director Compensation Policy applies to Messrs. Fassino and Slone as non-employee Directors. In connection with their election to the Board, Messrs. Fassino and Slone each 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 Policy. 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 Policy.
In addition, Messrs. Fassino and Slone each will be awarded an annual grant of share units equal to $145,000 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. Messrs. Fassino and Slone will receive this compensation following their first Board meeting they attend as Directors.