Cracks in the Boardroom: Governance Lessons from a High-Profile Public Company Director Exit

Director resignations are generally routine affairs. They don’t typically send shockwaves through media outlets, create stock volatility, or draw scrutiny from plaintiffs’ firms. That’s by design. 

However, recent, high-profile director resignations, including one at Harley-Davidson, underscore how perceived governance lapses, weak communication, and internal boardroom fractures can quickly become public and consequential. This departure, documented in US Securities and Exchange Commission (SEC) filings, offers a compelling look at what can happen when best practices in board governance are underutilized or ignored.

This article will: 

• Examine a recent director resignation at Harley-Davidson
• Discuss the risks of poor boardroom communication, limited transparency, and inadequate director evaluations
• Provide actionable governance takeaways for boards aiming to avoid a highly publicized director resignation, improve board dynamics, and maintain stockholder trust 

Recent High-Profile Director Resignation: A Cautionary Tale 

As noted earlier, director resignations are not typically met by much fanfare. If a director is coming off a board, it’s generally a function of an impending governance trigger specific to the company (e.g., mandatory retirement age or tenure limit). In those cases, directors will likely stay on the board and not seek re-election at the next annual meeting. 

In those instances where directors choose to leave mid-term, personal reasons are often cited, but that’s typically all that’s known. 

From a required disclosure perspective, when a director is resigning or has indicated that they don’t intend on standing for re-election, a company will, among other things, need to provide “a brief description of the circumstances representing the disagreement that the [company] believes caused, in whole or in part, the director’s resignation, refusal to stand for reelection or removal.” If things are working well, companies will be able to say that there aren’t any disagreements between the departing director and the company. 

Companies will also need to share a copy of any written correspondence related to the circumstances surrounding their resignation as an exhibit to a SEC filing. Again, if things are going well, companies typically will only need to share what is a vanilla correspondence. 

See here for an example of an SEC disclosure related to an uneventful director resignation, along with a plain vanilla resignation letter. 

What happens when things aren’t going well? A deep dive into the events leading up to the director resignation at Harley-Davidson can provide some insight and a few valuable lessons. 

Harley-Davidson: “Grave Concerns” and a Proxy Challenge 

In April 2025, one of Harley-Davidson’s directors, Jared Dourdeville, resigned from the board. His departure wasn’t quiet. He tendered a five-page letter to the board, made public through an SEC filing, citing “grave concerns” about the company’s “culture, transparency and accountability, and the unwillingness of the Board and management to put the Company first.” 

Dourdeville’s letter went on to list several other concerns, including questioning the effectiveness of the board’s independent oversight, management’s ability to execute its product and commercial strategy, and the company’s response when it was targeted by a political activist. 

The market took notice. Following the announcement of the resignation, Harley’s stock price fell about 11%. 

The timing of the letter was calculated. It was submitted in advance of Harley’s annual meeting and Dourdeville had been a representative of one of Harley’s investors, H Partners, for three years. Shortly after the resignation, H Partners launched a proxy fight to reshape the board and replace the CEO. 

Harley’s response? The first was a rebuttal in an SEC filing. In the weeks following the resignation and leading up to Harley’s annual meeting, Harley and H Partners traded jabs publicly through SEC filings, letters, and online presentations.  

While the proxy challenge ultimately failed—with shareholders voting to re-elect all directors—all this noise has placed Harley’s governance, performance, and board culture under a microscope. 

Governance Missteps  

The underlying governance issues that Dourdeville raised are strikingly similar to other recent high-profile director exits. In Harley’s case, Dourdeville resigned publicly due to a combination of: 

• A perceived failure of board transparency
• Disagreements over strategic oversight
• Lack of responsiveness to stakeholder concerns
• Internal processes seen as reactive or insular 

These are not isolated frustrations—they reflect a broader governance trend. As directors and management teams face greater scrutiny from institutional investors, proxy advisors, regulators, and the public, the margin for error in boardroom dynamics is narrowing. 

Over the last few years, surveys, like one performed annually by PwC, have pointed out how the number of directors who want someone on their board replaced continues to grow. Then consider how a recent survey found that 93% of executives who responded want someone on their board replaced. 

Based on these surveys, it’s easy to conclude that something is amiss in corporate boardrooms. For companies looking to avoid a director resignation that rivals the recent one at Harley, the challenge is how best to identify what isn’t working in terms of boardroom dynamics and remedy it. 

Governance Lessons and Takeaways 

Ideally, members of boards of directors are working together to foster transparent, collegial, and effective working relationships. Based on what we can surmise from the public record, it’s clear that there was some level of dysfunction in terms of boardroom dynamics at the companies discussed above. Below are three steps boards and management teams can take to avoid circumstances that could lead to noisy director resignations.   

Regular, Robust Board Evaluations