Harley-Davidson Board Member Abruptly Resigns, Slams Company Leadership

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Boom! That’s not the sound of Harley-Davidson’s stock rising or plummeting; it’s the sound of the door slamming as one of the MoCo’s Board of Directors abruptly resigns. The now-former Board member Jared Dourdeville has sent Harley-Davidson leadership a scathing letter that puts at least three of the company’s members in his crosshairs.

Who Is Jared Dourdeville?

Dourdeville is a partner at H Partners Management, which is one of Harley’s more significant shareholders, holding a little more than 8 percent of all Harley stock. Dourdeville got the job on Harley-Davidson’s Board of Directors in 2022 when the firm expressed concern about Harley’s executive compensation, corporate governance, and Board composition. Once in place, Dourdeville also held a role in the nominating and governance committee and human resources committee.

But now he is off the board. With his departure, Dourdeville sent Harley-Davidson executives a scathing letter calling their governance into question. We know about the letter because it was officially filed with the Securities and Exchange Commission, and it is now public information. While the letter has areas of redaction, it’s not difficult to understand that Dourdeville saw some very significant problems.

What Did Dourdeville Say?

According to this letter, Dourdeville says he previously sent a similar one to Harley’s Board calling for the immediate resignation of Chairman and CEO Jochen Zeitz, Lead Independent Director Tom Linebarger, and long-tenured board member Sara Levison. Apparently, he did not receive the response he was looking for, so he penned this second letter with his resignation. Dourdeville did say positive things about Harley-Davidson as a company, but he was far less enthusiastic about the board and its role in Harley’s current situation.

Outlining The Reasons For His Resignation

Citing MoCo’s “severe underperformance,” Dourdeville inserted a slide showing just how poorly Harley-Davidson has performed under the leadership of Jochen Zeitz, Harley-Davidson’s Board, and specifically Board member Tom Linebarger. The numbers speak volumes. The slide shows that during the tenure of the two cited board members, the S&P 500 and Harley’s peers were significantly up, and Harley was significantly down.

While this data is certainly an indictment of Harley’s present board, it wasn’t what Dourdeville said he was most concerned about. He said he was most concerned about “…the foundational building blocks that underpin any company’s long-term trajectory: culture, transparency, and accountability, and the willingness of the board and management to put the company first. These concerns have increased exponentially in recent quarters.”

“Ultimately, these problems begin at the top, with our Chairman/CEO and our Presiding Director, who are responsible for overseeing the Company’s operations, and for ensuring Board oversight and accountability, respectively. In addition, our longest tenured director has been on the Board for nearly 30 years – and has overlapped with our current CEO for 17 years – bringing into question her ability to provide effective independent oversight.” – Jared Dourdeville

Dourdeville went on to say that the MoCo has had a revolving door of senior leadership, which has had the effect of depleting company culture. Specifically, he cited the departure of Harley’s Chief Financial Officer, Chief Commercial Officer, Chief Electric Vehicle Officer, Creative Director, and Senior Vice President of Apparel & Licensing. As if that weren’t enough, he pointed out that the turnover and role changing at the operations and manufacturing leadership level has been especially chaotic and convoluted.

At its highest levels, Harley-Davidson lacks a winning culture. This is particularly unfortunate for the Company’s hard working employees, whose passion and persistence defines Harley-Davidson.”  – Jared Dourdeville

The Impact Of Remote Work On The Company

When Dourdeville arrived on Harley-Davidson’s Board, he said that he was aware that ” most white-collar workers were working remotely most of the time.” However, he also said that until recently, he wasn’t aware of the extent of Harley’s work from policy. Unfortunately, more than three paragraphs of the succeeding information have been redacted, so it is difficult to understand the details of his concerns. Clearly, Dourderville saw Harley’s white collar work from home policy concerning.

Lack Of Accountability And Transparency

Three areas of concern for Dourdeville were Product and Commercial Execution, Disappearing Dealer Profitability, and the campaign by activist investor Robby Starbuck. All of these topics have been in the conversation about Harley-Davidson for quite some time.

Image: SEC

Product and Commercial Execution

It seems this was one area where Zeitz and Dourdeville agreed upon; at least at first. Zeitz wanted to concentrate on touring and cruiser models and “…under-producing relative to demand.” However, for Dourdeville, the shine wore off this plan when the business results weren’t as planned.

“…the outcome of Jochen’s Hardwire strategy is worrying: touring and cruiser sales have declined over 20% since 2019, and the dealership network is flooded with excess inventory. When Jochen stepped in as CEO dealers held 99 days of inventory on average, a level that Jochen intended to reduce. However the opposite has happened – the dealership network averaged more than 140 days of inventory during 2024. This has negatively impacted desirability, and in 2024, it forced dealers to discount old models rather than focusing on the Company’s new Helix products.” – Jared Dourdeville

Dourdeville also bemoaned the fact that “Harley-Davidson appears to have a void at the entry level of its product lineup.” He further cited that sales of Harley’s entry-level products had fallen 75% since Zeitz became CEO. He also pointed out that “New riders are the lifeblood of our Company, and without a product to attract these customers, I am concerned about our long-term outlook.

Disappearing Dealer Profitability

Another one of his key points concentrated on the “…crisis in our dealer network.” He pointed to dealership closures and how dealer profitability “…had been crushed by higher inventory levels and carrying costs which padded Harley-Davidson’s profits – adding to dealer frustration.” That’s a startling indictment of the MoCo from the highest levels of Harley’s most senior management team.

A redacted portion of Dourderville’s letter to the Harley-Davidson Board. Image: SEC

Failure To Put The Company First

The letter also accused Harley-Davidson of lacking succession planning, mentioned the backlash of activist investor Robby Starbuck’s campaign and the fact that commercial and marketing execution has continued to be poor, and finally, that the reported financial results had deteriorated.

What Next?

Dourderville summed up by saying that he still firmly believed in Harley-Davidson’s long-term potential. But he also threw out a bit of a threat if things at the MoCo didn’t change. Speaking about H Partners Management’s Harley-Davidson stock holdings, Dourderville said:

“We reserve our rights to take any action we deem necessary to continue to represent the best interest of all shareholders. We fully intend to remain significant shareholders and to hold the Board accountable for its actions. Harley-Davidson is a great company with a need for a strong, renewed leadership, and I am extremely disappointed with this outcome after offering to work privately and constructively with the Board to address my deep concerns as a director.”

“The decision to tender my resignation in this manner is not one that I take lightly, and I never thought there would be a point when felt that I had no choice but to resign from a board due to a very fundamental disagreement with that Board’s policies or practices. However, even in this very process, Company and Board leadership have demonstrated a lack of urgency and seriousness.

Dourderville’s parting words expressed his “deepest respect” for the Harley-Davidson organization and community as a whole. He also remained optimistic that a brighter future for Harley-Davidson is achievable—”…one that benefits all of its employees, shareholders, dealers, and riders alike.”

Image: SEC

The Fallout

Dourderville’s concerns, if accurate and true, would seem to indicate that substantial change is needed in Harley’s boardroom. It would also have been nice to see a fully non-redacted version of the letter that would let us see all of Dourderville’s insights. In any event, changes are likely on the horizon. Just how much impact Dourderville’s letter will have isn’t clear, but he’s made it blatantly clear that he thinks Harley-Davidson is in trouble.

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