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

Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s blog, my colleague Lenin Lopez discusses the circumstances surrounding the director resignation. He also shares actionable governance takeaways for boards aiming to avoid a highly publicized director resignation, improve board dynamics, and maintain stockholder trust. —Priya Huskins 

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. 

empty boardroom

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 

Board evaluations aren’t new. However, given the results of some of the surveys referenced above, meaningful board evaluations may be. Board self-assessments run the risk of being perfunctory, so much so that even if they detect underperformance, strategic misalignment, or dysfunctional dynamics, steps may not be taken to address those issues. 

Evaluations that encourage directors to provide honest feedback about boardroom culture, communication, and decision-making dynamics can help identify friction before it turns into frustration. For instance, third-party facilitators, like law firms, are a good way to help infuse objectivity and help surface issues that directors may be reluctant to raise directly. 

For Harley, an earlier intervention may have prevented its director resignation from making headlines. 

Another benefit from robust board evaluations is that the results can help to inform director development, refreshment, and committee composition. 

See this Skadden article for more on board evaluations

Board Refreshment as a Strategic Imperative

Board refreshment isn’t just about age or tenure; it’s about strategic alignment and improving board effectiveness. 

Harley faced scrutiny over board composition and strategic direction well before the director resignation discussed above—highlighting the risks of delayed or reactive refreshment. A structured, forward-looking approach to director succession can help ensure that the board is actively assessing whether directors’ skills and perspectives align with the company’s needs. The primary goal of this approach is to prevent stagnation and avoid abrupt or contentious transitions. 

See this Spencer Stuart article for more on board refreshment and succession

Transparent Governance and Internal Communication 

Based on the public record, a point of friction between Harley and its departing director was poor internal communication. 

Establishing clear norms for how directors engage with one another—and with management—can help surface disagreements constructively, not contentiously. For instance, many corporate governance guidelines are explicit about what is expected of the board members. Harley has some room for improvement. This isn’t to say that a robust set of corporate governance guidelines would have avoided the situation the company found itself in, but an annual review by the board of its corporate governance guidelines around what is expected of its members can go a long way in maintaining and/or improving strong boardroom dynamics. 

See these corporate governance guidelines for an example of a company that specifically addresses its expectations for directors. 

Parting Thoughts 

The director resignation at Harley serves as a cautionary tale for any board. These weren’t matters related to compliance failures or fraud—they appear to have been collapses of trust, communication, and strategic cohesion. In today’s environment, where stakeholders, regulators, and plaintiffs’ firms seem increasingly interested in how boards are making decisions, boards should go beyond checking boxes when it comes to evaluating boardroom effectiveness and dynamics. 

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