Eight directors—the entire board except for Zeitz, who also serves as chairman—later held a vote. None of the candidates won majority support, including the one backed by the company’s second-largest shareholder, New York investment firm H Partners.

To some on the board, it was a sign that they needed to keep searching. To Jared Dourdeville, the 36-year-old representative of H Partners, it was the last straw.

A few days later, he sent his colleagues a letter: He wanted Zeitz and two other longstanding board members to resign immediately. It would be the opening shot in a dispute that has erupted into a full-blown proxy battle.

Typically, an investor seeking to influence a company’s strategic direction wants a seat at the table. In this case, Dourdeville resigned from his seat on the board and went public with complaints about what he called “cultural depletion” and the loss of senior leaders. After back-and-forth sniping through securities filings, H Partners this past week launched a campaign it dubbed “Free the Eagle” to force out the directors.

Harley, a star-spangled beacon of U.S. manufacturing, faces slowing sales of bikes that can cost more than $40,000, an aging customer base and no clear way forward. The next CEO, who would be the company’s third in less than six years, could stick with Zeitz’s strategy—or pave an entirely new road for one of the world’s most recognizable brands. Critically, whoever takes over will need to improve relationships with 1,200 worldwide dealers and win back loyal riders.

Harley aficionado Steven David, a 69-year-old Dallas auto executive, rides a 2003 Fat Boy and has resisted his local dealership’s suggestions to upgrade, saying newer models lack the chrome and noise that are hallmarks of the brand. “I think they’ve just been missing the mark for quite a while,” said David, who wants to see a back-to-basics approach.

This account of the clash within Harley-Davidson is based on interviews with current and former company leaders, investors, customers and dealers, as well as public filings.

Harley has dismissed H Partners’ campaign as a tantrum masquerading as governance. H Partners says its aim is to rescue the company from rigid leadership through a reconstituted board and a new CEO.

“It is clear that meaningful change is necessary in order to break the vicious cycle of poor execution, underperformance and lack of accountability,” H Partners said in a recent filing.

Harley Chairman Zeitz, who has been CEO since 2020, rang the bell at the New York Stock Exchange in 2022. Photo: BRENDAN MCDERMID/REUTERS

H Partners is asking shareholders to withhold their votes from the board members it has targeted: Zeitz; lead independent director Tom Linebarger, who has been on the board for 17 years; and Sara Levinson, a director for the past 29 years. Getting less than 50% support at the May 14 annual meeting would force the three from their positions.

This isn’t the first time an unhappy shareholder has pushed for new Harley leadership.

Zeitz landed the top job in 2020 after Impala Asset Management, which owned 2% of the company’s shares, persuaded the board to remove then-CEO Matt Levatich.

The directors chose Zeitz, a board member since 2007, to be Levatich’s replacement. After a few months as interim CEO, he took over for good, earning $18 million in total compensation in his first full year.

Zeitz had ridden the company’s motorcycles for decades, but many didn’t see him as a Harley guy. The German-born executive was best known for leading the sportswear company Puma and advocating for environmentally friendly business practices.

Zeitz crafted a strategy he dubbed “The Hardwire,” focusing on Harley’s high end. He kick-started the development of new touring bikes, the company’s most profitable segment. He discontinued a money-losing, entry-level motorcycle, exited some international markets and embarked on extensive cost cutting.

Harley began a flexible work-from-home policy for its white-collar employees during the pandemic. H Partners says the policy depleted the company’s culture. Photo: Scott Olson/Getty Images

H Partners began accumulating Harley shares in 2020. The firm says it has a buy-and-hold philosophy, and the only other stock in its current fund is Six Flags Entertainment. H Partners first gained attention in 2015 when it ran an out-of-nowhere campaign to eject two directors and the CEO from mattress maker Tempur Sealy. An associate of the company who helped resist the campaign called it “an ambush.”

H Partners built an 8% stake before approaching Harley in late 2021 with concerns over governance and executive compensation. The Harley board agreed to add Dourdeville, a first-time corporate director who had worked at H Partners for most of his career.

Some of Dourdeville’s new board colleagues viewed him as a quiet note-taker who rarely raised issues. By his own account, he grew concerned with Harley’s practices, including its remote-work policy.

Like many companies, Milwaukee-based Harley sent its white-collar employees home during the Covid-19 pandemic and allowed many to continue working off-site, saying it helped attract talent. The company last year turned a parking lot at its headquarters into a public park. A spokesman said the project was about creating a community gathering space, not dwindling attendance.

Zeitz himself has frequently been away from the office. He owns a ranch in the Santa Fe area, and the board gave him permission to occasionally commute from New Mexico on the company plane. Zeitz has said he travels extensively on Harley business.

A former finance executive said the historic redbrick headquarters—a former factory erected a few years after William Harley and Arthur Davidson built the company’s first motorcycle in 1903—had been a source of inspiration before employees scattered.

Dourdeville said the work-from-home policy depleted the company’s culture and was disrespectful to factory workers who had to show up in person. Harley says Dourdeville never brought up his misgivings, but he said that when he did, his board colleagues shut him down.

“That’s a non-starter for our CEO,” he said he was told.

Harley has been trying to ease tensions with its dealers, who have complained of shrinking profits and too much inventory, since a rush of demand during the early pandemic. Photo: Justin Sullivan/Getty Images

Zeitz’s Hardwire strategy appeared to pay off at first. Pandemic-driven demand reversed seven straight years of declining volume, and the company’s profit margin grew to nearly 14%, more than double the pre-Covid figure. Some dealers said they weren’t making sales so much as taking orders.

But the lift proved temporary. Sales resumed the slide they had been on since the mid-2000s as interest rates rose and inflation hobbled consumer spending. The entire recreational industry, from RVs to snowmobiles, hit a slump, and even the introduction of well-received touring bikes couldn’t turn things around for Harley. The stock price, which peaked at $51 in early 2023, began to tumble.

Then came Robby Starbuck. In July, the conservative activist wrote on X that Harley had gone “totally woke” by supporting LGBTQ+ causes and holding diversity training. The company didn’t respond for nearly a month, then said it would curb some diversity initiatives. H Partners says the weeks of silence imperiled sales.

One dealer angered by the state of the business called for Zeitz’s resignation, but the CEO waved off the criticism in a September interview. “We’ve been implementing this strategy and some don’t like it, and that’s just the nature of the beast, right?” he said. “If you want to transform the business, not everybody’s going to be part of the journey.”

His own journey with Harley, however, was quietly nearing the finish line. A recent filing revealed that soon after the interview, he told H Partners managing partner Rehan Jaffer that he was planning to retire in mid-2025 and wanted Chief Financial Officer Jonathan Root to be his successor. Jaffer responded that if Zeitz wasn’t committed to the long haul, he should resign immediately.

“Mr. Zeitz abruptly rose and exited the meeting,” the filing said.

Harley disputed that characterization and said that for months afterward, Jaffer showed support for Zeitz’s leadership and asked him to stay.

Dourdeville says he tried to work out his issues with his colleagues, but resigned when the board filed a proxy statement asking shareholders to support all of the company’s directors, including Zeitz, Linebarger and Levinson.

Harley is based in Milwaukee and does most of its manufacturing in the U.S. Potential retaliatory tariffs could hike its prices around the world. Photo: Scott Olson/Getty Images

Harley says Dourdeville’s actions have blown up a CEO search that was supposed to be private and deliberative, and has put the interests of other shareholders at risk. The company’s stock has fallen by 5% to $22.51 since the fight became public.

H Partners has declined to identify its preferred CEO candidate or indicate how that person should handle the company’s most pressing issues: shrinking demand that one analyst compares to a melting ice cube; dealerships that are closing because of financial struggles; and tariffs that threaten Harley’s overseas sales.

As the battle proceeds through SEC filings and appeals to shareholder advisory firms ahead of the annual meeting, people outside of Harley’s boardroom have their own take on what the next CEO should do.

Teddy Morse, CEO of Ed Morse Automotive Group, has acquired six Harley dealerships over the past three years, including one in Florida that is the center of the annual celebration known as Daytona Bike Week. Morse said the next leader needs to be personable, passionate and focused on dealers, many of whom have sunk their fortunes into their businesses.

“Connect with the people,” he said. “Make us believe that you care as much about the brand as we do.”