On July 25, 2016, Harley’s Board of Directors voted to increase the size of the Board from nine to eleven persons and to elect Brian R. Niccol and Maryrose T. Sylvester as new directors to fill the new vacancies.
Brian R. Niccol was appointed to the Board’s Sustainability Committee, Human Resources Committee, and Nominating and Corporate Governance Committee. Since January 2015, Mr. Niccol has served as CEO of Taco Bell, a division of Yum! Brands. Mr. Niccol joined Taco Bell in 2011 and served as President from 2013 to 2014, holding the role of Chief Marketing and Innovation Officer from 2011 – 2013, having previously held various positions at Pizza Hut from 2005 to 2012.
Ms. Sylvester was appointed to the Board’s Audit Committee and Nominating and Corporate Governance Committee. Since October 2015, Maryrose Sylvester has served as President and CEO of Current, powered by GE, and she has been employed by General Electric Company since 1988. Prior to her role at Current, Ms. Sylvester served as President and CEO of GE Lighting from 2011 to October 2015.
The Company’s Director Compensation Policy is applicable to Mr. Niccol and Ms. Sylvester as non-employee directors. Mr. Niccol and Ms. Sylvester will each receive a pro rata portion of the current $110,000 annual retainer that the Company pays to non-employee directors, with at least 50% of the retainer paid in shares. Ms. Sylvester will receive an additional $5,000 retainer as a member of the Audit Committee; as outside directors she and Mr. Niccol will each receive a grant of 2,587 share units.