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By Internet
www.proyvote.com
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By Telephone
1-800-579-1639
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By Email
sendmaterial@
proxyvote.com
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If you request printed materials by email, please send a blank email that includes the control number that appears in your Notice in the email subject line.
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LiveWire Group, Inc. 1
2024 Proxy Statement
TABLE OF CONTENTS
Please make the request as instructed above before April 26, 2024, to facilitate timely delivery before the Annual Meeting. After April 26, 2024, you may request printed copies of this Proxy Statement and/or Annual Report on Form 10-K, but not a proxy card, by contacting the Company’s Investor Relations Department directly by: (i) mail at LiveWire Group, Inc., Attention: Investor Relations, 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208; (ii) telephone at 1-650- 447-8424; or (iii) email at investor.relations@livewire.com.
HOW DO I ATTEND THE ANNUAL MEETING?
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Thursday, May 16, 2024 at 4:00 p.m. (Central Time) in a virtual meeting format. You will not be able to attend the Annual Meeting in person. At our virtual Annual Meeting, stockholders will be able to attend, vote, and submit questions via the internet. You will need your 16-digit control number included on the Notice, on the proxy card or in the instructions that accompanied the proxy materials to enter the Annual Meeting. You may log into the virtual meeting platform beginning at 3:45 p.m. (Central Time) on May 16, 2024.
Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in these proxy materials.
Information on how to vote at the Annual Meeting is discussed below.
CAN I ASK QUESTIONS AT THE VIRTUAL ANNUAL MEETING?
Verified stockholders as of our Record Date who attend and participate in our virtual Annual Meeting can submit questions via the internet during a designated portion of the Annual Meeting. Stockholders will be limited to no more than two questions per person and a time of two minutes or less.
WHAT IF I HAVE TECHNICAL DIFFICULTIES DURING THE MEETING OR TROUBLE ACCESSING THE VIRTUAL ANNUAL MEETING?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter difficulties accessing the virtual Annual Meeting during check-in or the meeting, please call the technical support number posted on the virtual meeting platform log-in page.
WHO CAN VOTE AT THE ANNUAL MEETING?
Only verified stockholders at the close of business on the Record Date of March 20, 2024, will be entitled to vote at the Annual Meeting. On the Record Date, there were 203,162,565 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on March 20, 2024, your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “
How do I vote?
”) or, if applicable, complete, date, sign, and return the proxy card mailed to you to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Nominee
If, on March 20, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being sent to you by the organization that holds your account. The organization holding your account is considered the stockholder of record for voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote the shares in your account.
LiveWire Group, Inc. 2
2024 Proxy Statement
TABLE OF CONTENTS
The deadline for submitting your voting instructions to your broker, bank, or other nominee is listed on the notice sent to you. You are also invited to attend the Annual Meeting and should follow the instructions from your broker, bank, or other nominee on how to gain admittance and vote or ask questions.
WHAT AM I VOTING ON?
There are three matters scheduled for a vote:
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Election of nine Director nominees to serve one-year terms and until their successors are duly elected and qualified;
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Ratification of the selection of Ernst Young LLP (“Ernst Young”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024; and
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Approval of the issuance of additional shares of common stock necessary to effect a full conversion of the Convertible Loan.
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WHAT IF ANOTHER MATTER IS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING?
The Board of Directors of the Company (the “Board”) knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy will vote the shares for which you grant your proxy on those matters in accordance with their best judgment.
WHAT IS THE BOARD’S VOTING RECOMMENDATION?
The Board recommends that you vote your shares:
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“For” the election of each of the nine nominees for Director;
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“For” the ratification of the selection of Ernst Young as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024; and
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“For” the approval of the issuance of additional shares of common stock necessary to effect a full conversion of the Convertible Loan.
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HOW DO I VOTE?
Regarding the election of Directors, you may either vote “For” the nominees or you may “Withhold” your vote for the nominees you specify. For any other matters to be voted on, you may vote “For” or “Against” or abstain from voting.
LiveWire Group, Inc. 3
2024 Proxy Statement
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The procedures for voting depend on whether your shares are registered in your name or are held by a broker, bank, or other nominee:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using a proxy card provided by us. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote even if you have already voted by proxy. Voting at the Annual Meeting will have the effect of revoking your previously submitted proxy (see “
Can I change my vote after submitting my proxy?
” below).
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By Internet
Visit www.proxy- vote.com to vote your shares via the internet. You will need the control number provided on your Notice or proxy card when you access the web page.
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By Telephone
If you are in the U.S. or Canada and you received the Notice or a printed copy of the proxy materials, follow the instructions in the Notice or on the proxy card.
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By Mail
If you received a print- ed copy of the proxy materials, complete, sign, date, and mail your proxy card in the enclosed, postage- prepaid envelope.
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Via Virtual Meeting
You may vote your shares live at the Annual Meeting by visiting www.virtual shareholdermeeting
.com/LVWR2024. You will need the control number on your Notice or proxy card to access the virtual meeting platform.
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Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee
If you hold your shares through a broker, bank, or other nominee (that is, in street name), you will receive a Notice from your broker, bank, or other nominee that include instructions that you must follow in order to submit your voting instructions and have your shares voted at the Annual Meeting.
HOW MANY VOTES DO I HAVE?
On each matter to be voted upon, you have one vote for each share of common stock you own as of March 20, 2024, the Record Date.
WHAT IF I RETURN A PROXY CARD OR OTHERWISE VOTE BUT DO NOT MAKE SPECIFIC CHOICES?
If you return a signed and dated proxy card, or otherwise vote, without marking voting selections, your shares will be voted, as applicable, “For” the election of the nine Director nominees and “For” the ratification of Ernst Young as the Company’s independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
WILL MY VOTE BE KEPT CONFIDENTIAL?
Proxies, ballots and voting tabulations are handled confidentially to protect your voting privacy. This information will not be disclosed, except as required by law.
CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways on or before the close of voting for the Annual Meeting:
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You may submit another properly completed proxy card with a later date;
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You may grant a subsequent timely proxy by telephone or through the internet; or
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You may attend and vote at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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LiveWire Group, Inc. 4
2024 Proxy Statement
TABLE OF CONTENTS
Your most current proxy card or telephone or internet proxy is the one that is counted, so long as it is provided within the applicable deadline. If your shares are held by your broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee to change your vote or to revoke your proxy.
HOW ARE VOTES COUNTED?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count votes “For,” votes to “Withhold,” and broker non-votes for the proposal to elect Directors and, with respect to each other proposal, votes “For,” votes “Against,” votes to “Abstain,” and broker non-votes (if applicable). Broadridge Financial Solutions, Inc. has been engaged as our independent inspector of elections to tabulate stockholder votes.
WHAT ARE “BROKER NON-VOTES”?
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank, or other nominee holding the shares as to how to vote on “non-routine” proposals. If shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank, or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, or other nominee can still vote the shares with respect to matters that are “routine” under applicable rules but cannot vote the shares with respect to “non-routine” matters. On non-routine proposals, any “uninstructed shares” may not be voted by the broker, bank, or other nominee and are “broker non-votes.” Only the proposal to ratify the appointment of our independent registered public accounting firm is considered a “routine” matter for this purpose and brokers, banks, or other nominees generally have discretionary voting power with respect to such proposal. Brokers, banks, and other nominees do not have authority to vote on the election of Directors without voting instruction from the beneficial owner. Broker non-votes will be counted to determine if a quorum is present at the Annual Meeting.
HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL, WHAT ARE THE VOTING OPTIONS, HOW DOES THE BOARD RECOMMEND I VOTE AND WHAT IS THE IMPACT OF A WITHHOLD/ABSTENTION OR BROKER NON-VOTE?
The table below summarizes the proposals that will be voted on, the vote required to approve each item, and how votes are counted.
LiveWire Group, Inc. 5
2024 Proxy Statement
TABLE OF CONTENTS
WHAT IS THE QUORUM REQUIREMENT?
A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are represented by virtual presence online or by proxy at the Annual Meeting. On the Record Date, there were 203,162,565 shares outstanding and entitled to vote.
Your shares will be counted toward the quorum only if you submit a valid proxy by mail, over the phone, or through the internet (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote at the Annual Meeting. Abstentions, votes to “Withhold,” and broker non-votes will be counted toward the quorum requirement.
HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL MEETING?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.
WHO IS PAYING FOR THIS PROXY SOLICITATION?
The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting. Accordingly, the Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our Directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other nominees for the cost of forwarding proxy materials to beneficial owners.
HOW CAN I ACCESS THE LIST OF STOCKHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING?
A complete list of stockholders of record on the Record Date will be available during the Annual Meeting by following the instructions on the virtual platform.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all your shares are voted.
WHEN ARE STOCKHOLDER PROPOSALS FOR INCLUSION IN THE COMPANY’S PROXY STATEMENT FOR NEXT YEAR’S ANNUAL MEETING DUE?
Stockholders wishing to present proposals for inclusion in our proxy statement for the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit their proposals so that they are received by us at our principal executive offices no later than December 6, 2024. Proposals should be sent to our Corporate Secretary at 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208.
WHEN ARE OTHER PROPOSALS AND STOCKHOLDER NOMINATIONS FOR THE 2025 ANNUAL MEETING DUE?
With respect to proposals and nominations not to be included in our Proxy Statement pursuant to Rule 14a-8 of the Exchange Act, our Amended and Restated Bylaws (our “Bylaws”) provide that stockholders who wish to nominate a Director or propose other business to be brought before the stockholders at an annual meeting of stockholders must notify our Secretary by a written notice, which notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding year’s annual meeting of stockholders.
Stockholders wishing to present nominations for Director or proposals for consideration at the 2025 Annual Meeting under these provisions of our Bylaws must submit their nominations or proposals so that they are received at our principal executive offices not earlier than January 16, 2025 and not later than February 15, 2025 to be considered. In the event that the 2025 Annual Meeting is to be held on a date that is not within 30 days before or 60 days after the one-year anniversary of the Annual Meeting, then a stockholder’s notice must be received by the Secretary no later than 90 days prior to such annual meeting, or if later, the tenth day
LiveWire Group, Inc. 6
2024 Proxy Statement
TABLE OF CONTENTS
following the day on which we make a public announcement of the date of the 2025 Annual Meeting. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of Director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 17, 2025.
Nominations or proposals should be sent in writing to our Corporate Secretary at 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. A stockholder’s notice to nominate a Director or bring any other business before the Annual Meeting or the 2025 Annual Meeting must set forth certain information, which is specified in our Bylaws.
LiveWire Group, Inc. 7
2024 Proxy Statement
TABLE OF CONTENTS
Emerging Growth Company Explanatory Note
On September 26, 2022, the Company consummated a business combination pursuant to which it spun off from Harley-Davidson, Inc. (“H-D”) and combined with AEA-Bridges Impact Corp. (“ABIC”), a special purpose acquisition company (the “Business Combination”). In connection with the Business Combination, H-D retained a controlling interest in the Company. Following the Business Combination, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies but not to “emerging growth companies,” including, but not limited to:
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not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;
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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
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reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
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We could be an emerging growth company until the last day of the fiscal year following October 1, 2025, the fifth anniversary of the closing of ABIC’s initial public offering, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1,235,000,000, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would require, among other things, that we have been a public company for at least 12 months and would occur at the end of the fiscal year during which the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Under Section 107(b) of the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies.
Because we have elected to take advantage of certain reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
LiveWire Group, Inc. 8
2024 Proxy Statement
TABLE OF CONTENTS
PROPOSAL NO. 1:
Election of Directors
The Board is presently comprised of nine members and, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Board has set the number of directors that will constitute the Board as of the Annual Meeting at nine. The Directors are elected by the stockholders at each annual meeting to serve from the time of their election until the next annual meeting of stockholders following their election and until their successor is duly elected and qualified. The Director nominees, with terms expiring at the Annual Meeting, consist of Jochen Zeitz, William L. Cornog, John Garcia, Kjell Gruner, Glen Koval, Paul Krause, Luke Mansfield, Hiromichi Mizuno, and Jonathan Root.
The Nominating and Corporate Governance Committee has recommended, and the Board has approved, the nomination of the nine Director nominees for re-election for one-year terms expiring at the 2025 Annual Meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, disqualification, or removal. Each nominee is currently a Director of the Company.
Paul Krause, Luke Mansfield, Hiromichi Mizuno, and Jonathan Root are each standing for election by the stockholders for the first time at the Annual Meeting and were each identified as a possible Director candidate to the Nominating and Corporate Governance Committee by the Chairman of the Board.
Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected.
DIRECTOR NOMINEE INFORMATION
The names and ages of the director nominees and their length of service with the Company and Board committee memberships are set forth in the table below.
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DIRECTOR NOMINEES
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Jochen Zeitz
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60
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September 2022
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No
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—
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—
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—
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—
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—
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William L. Cornog
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59
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September 2022
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Yes
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F, C
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—
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C
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M
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M
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Dr. John Garcia*
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67
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September 2022
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Yes
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M
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—
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M
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C
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—
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Dr. Kjell Gruner
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57
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September 2022
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Yes
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M
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C
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M
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—
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M
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Glen Koval
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49
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September 2022
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No
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—
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M
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—
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—
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—
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Paul Krause
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46
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June 2023
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No
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__
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__
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__
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M
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C
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Luke Mansfield
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47
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February 2024
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No
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__
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M
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__
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__
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M
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Hiromichi Mizuno
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58
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June 2023
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Yes
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M
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M
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__
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__
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__
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Jonathan Root
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50
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July 2023
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No
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__
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__
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__
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M
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M
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*
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Dr. Garcia is the Independent Lead Director.
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C:
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Committee Chair
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M:
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Member
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F:
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Financial Expert
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AFC:
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Audit and Finance Committee
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BSC:
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Brand, Sustainability and Safety Committee
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CC:
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Conflicts Committee
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HRC:
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Human Resources Committee
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NCG:
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Nominating and Corporate Governance Committee
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A brief biography of each Director nominee is set forth below, which includes information, as of the Record Date, regarding specific and particular experience, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to believe that the nominee should serve as a Director on the Board.
LiveWire Group, Inc. 9
2024 Proxy Statement
TABLE OF CONTENTS
Director Nominees
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Age: 60 | Director since: 2022
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Jochen Zeitz
is our Chairman of the Board and served as our Chief Executive Officer from September 2022 until June 2023. Mr. Zeitz has been a director of Harley-Davidson (“H-D”) since 2007 and served as its Acting President and Chief Executive Officer from February 2020 until May 2020, when he was appointed as H-D’s President and Chief Executive Officer. Mr. Zeitz has served as H-D’s Chairman of the Board since February 2020. Mr. Zeitz served as Chairman and Chief Executive Officer of the sporting goods company PUMA AG from 1993 to 2011. He was also PUMA’s Chief Financial Officer from 1993 to 2005. Mr. Zeitz served as a director of luxury goods company Kering (formerly PPR) from 2012 to 2016. He was a member of Kering’s Executive Committee and Chief Executive Officer of its Sport Lifestyle division from 2010 to 2012. Mr. Zeitz is an Advisor and Board Member of the Cranemere Group Limited and co-founded The B Team with Sir Richard Branson. He is also the Founder and Chairman of the ZEITZ foundation, Founder of Segera Conservancy and The Long Run, and Co-Founder of the Zeitz Museum of Contemporary Art Africa (Zeitz MOCAA) in Cape Town, which preserves and exhibits contemporary art from Africa and its diaspora.
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We believe Mr. Zeitz is qualified to serve as Chair and a Director due to his extensive leadership experience as a public director and leader in the motorcycle and lifestyle brand industries.
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Age: 59 | Director since: 2022
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William L. Cornog
has served on the Board since September 2022 and is the former head of KKR Capstone, the portfolio operations team of KKR Co., a global investment company, having served at KKR from 2002 until December 2022. In addition to leading Capstone, Mr. Cornog chaired KKR’s Portfolio Management Committees for the Americas, Europe, Asia, Infrastructure, Impact Technology Growth from 2013 to 2022 and was a member of the Investment Distribution and Valuation Committees from 2017 to 2022. Prior to joining KKR, Mr. Cornog was with Williams Communications Group as the Senior Vice President and General Manager of Network Services. Before that, Mr. Cornog was a partner at The Boston Consulting Group and worked at Age Wave Communications and SmithKline Beckman Corporation (GSK). Since 2022, Mr. Cornog has served as a board member at Channel Control Merchants, which is a KKR portfolio company, and Brightview Holdings, Inc. (NYSE: BV), a publicly traded company controlled by KKR. Mr. Cornog is Chairman of the Board at Channel Control Merchants and is Chairman of the Audit and Finance Committee and the Conflicts Committee of LiveWire. Private company and philanthropic boards include Griffin Highline since 2022, Blue Crow Sports Group since 2022, and The Knight Campus at the University of Oregon since 2022.
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Mr. Cornog earned a B.A. from Stanford University and an M.B.A. from Harvard Business School. We believe Mr. Cornog is qualified to serve as a Director due to his expansive experience in financial reporting and monitoring as well as his global portfolio experience.
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LiveWire Group, Inc. 10
2024 Proxy Statement
TABLE OF CONTENTS
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Age: 67 | Director since: 2022
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Dr. John Garcia
has served on the Board since September 2022 and is the Executive Chairman of AEA Investors LP, a private equity firm. Dr. Garcia joined AEA in 1999 as a Partner and Head of AEA Investors’ then newly formed European operations based in London. In 2002, Dr. Garcia became President of AEA Investors while continuing to head European operations and lead AEA Investors’ global Value-Added Industrial Products and Specialty Chemicals teams. In 2006, Dr. Garcia also became Chief Executive Officer of AEA Investors, during which time he was responsible for all operational aspects of AEA Investors including fundraising, investment review process, growth and strategy and operations. Dr. Garcia was also named Chairman of AEA Investors in 2012. and in 2019, in connection with relinquishing the title of Chief Executive Officer, he became the Executive Chairman. As Executive Chairman, Dr. Garcia remains responsible for AEA Investors’ investment review process. Since 1999, under his leadership, AEA Investors has made over 90 private equity investments totaling over $11 billion of invested capital. Dr. Garcia was also instrumental in the creation of the AEA Private Debt Funds in 2005 and the AEA Small Business Funds in 2004. Dr. Garcia has served on the board of numerous AEA Investors portfolio companies in addition to various other companies. Dr. Garcia serves as the chairman or member of the investment committee for the various private equity and private debt funds. Dr. Garcia has a long history of working together with family owned and entrepreneur-led businesses and investors to help them maximize their potential and meet their long-term needs.
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Dr. Garcia earned a B.Sc. from the University of Kent, an M.A. and Ph.D. in Organic Chemistry from Princeton University, and an MBA from Wharton School of the University of Pennsylvania. We believe Dr. Garcia is qualified to serve as a Director due to his significant management, financial, and business experiences with private and public companies.
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Age: 57 | Director since: 2022
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Dr. Kjell Gruner
has served on the Board since September 2022 and is the Chief Commercial Officer and President, Business Growth of Rivian since September 2023. Previously, Dr. Gruner was the President and Chief Executive Officer of Porsche Cars North America from November 2020 to July 2023. Dr. Gruner served as the global Chief Marketing Officer of Porsche from September 2010 to October 2020. He served as Director of Strategy Mercedes-Benz Cars during his tenure at Daimler AG from 2004 to 2010. Prior to that time, he worked for Porsche and for the Boston Consulting Group (BCG).
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Dr. Gruner earned a Master’s Degree from Karlsruhe Institute of Technology and a PhD in Marketing from WHU–Otto Beisheim School of Management. We believe Dr. Gruner is qualified to serve as a Director due to his extensive automotive and brand strategy experience.
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Age: 49 | Director since: 2022
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Glen Koval
has served on the Board since September 2022. Mr. Koval has held several leadership positions at H-D since August 2001, including serving as Vice President of Engineering since January 2021, General Manager of Engineering from May 2020 to December 2020, Chief Engineer of EV Platform from January 2019 to April 2020 and Chief Engineer of Current Products from January 2017 to January 2019.
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Mr. Koval holds a Bachelor of Engineering from Marquette University and an MBA from Concordia University-Wisconsin. We believe Mr. Koval is qualified to serve as a Director due to his decades of experience at H-D, his motorcycle product and engineering expertise, and his extensive knowledge of the motorcycle industry.
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Age: 46 | Director since: 2023
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Paul Krause
has served on the Board since June 2023 and is the Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of H-D. He has been in this role since March 2020 and oversaw the separation of LiveWire from H-D and the process of establishing LiveWire as a separate public company. He is also responsible for leading the global legal support for H-D in all areas including public company operations, corporate governance, global compliance, manufacturing, sales, dealer support, litigation, trademarks, and intellectual property. Mr. Krause has been with H-D since 2016 serving in various roles, including Interim Chief Legal Officer and Assistant General Counsel. Prior to joining H-D, Mr. Krause was an attorney for ArcelorMittal, a global steel manufacturer, and the law firm of Littler Mendelson.
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Mr. Krause graduated from Marquette University Law School in 2004 and from Drake University, with a Bachelor of Science in Business Administration, in 2000. We believe Mr. Krause is qualified to serve as a Director due to his global compliance and corporate governance experience, and his leading role in the Company’s IPO.
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Age: 47 | Director since: 2024
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Luke Mansfield
has served on the Board since February 2024 and is the Chief Commercial Officer of H-D. Since joining H-D in 2018, Mr. Mansfield has held various leadership roles at H-D, including Vice President – Chief Strategy Officer from 2018 to 2020 and most recently Vice President – Motorcycle Management from 2020 to his current appointment as CCO. Mr. Mansfield has over 20 years of experience leading growth, product, strategy, and innovation for some of the world’s most iconic companies. Additionally, Mr. Mansfield has held and succeeded in global leadership roles within automotive, consumer electronics, and FMCG companies.
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Mr. Mansfield graduated from University of Oxford in 1999 with a Master’s Degree in Chemistry. We believe Mr. Mansfield is qualified to serve as a Director due to his extensive global leadership roles across industries.
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Age: 58 | Director since: 2023
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Hiromichi Mizuno
has served as an Independent Board Member since June 2023 and is the Founder and CEO of Good Steward Partners, LLC. He currently serves as Special Advisor to CEO of MSCI, Inc. and Mission Committee Member of Danone S.A. He is the former Special Envoy of U.N. Secretary General on Innovative Finance and Sustainable Investments, the former Non-Executive Board Member of Tesla, Inc., and the former Special Advisor to the Minister of Economy, Trade and Industry of Japan. He previously served as Executive Managing Director and Chief Investment Officer of Government Pension Investment Fund of Japan (GPIF), the largest pension fund in the world with AUM $1.5 trillion. Prior to joining GPIF, Hiro was a partner at Coller Capital, a London-based private equity firm after working for Sumitomo Trust Banking Co., Ltd. in Japan. His involvements with academic institutions include Executive Fellow of Harvard Business School, Harvard University, Executive in Residence and Global Leadership Council Member of Said Business School, Oxford University, Visiting Fellow of Cambridge Judge Business School, University of Cambridge, Senior Fellow of Kellogg School of Management, Northwestern University, Guest Professor of Osaka University Graduate School of Medicine, Advisor, and CiRA (Center for iPS Cell Research and Application, Kyoto University) Foundation.
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Mr. Mizuno graduated from Kellogg School of Management with an MBA in 1995 and from Osaka City University with a Bachelor of Arts in 1988. We believe Mr. Mizuno is qualified to serve as a Director because of his extensive international financial experience and electric vehicle sector expertise.
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Age: 50 | Director since: 2023
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Jonathan Root
has served on the Board since July 2023 and is the Chief Financial Officer of H-D. He previously served as the SVP of Harley-Davidson Financial Services (“HDFS”) where he oversaw the global HDFS business as President of Eaglemark Savings Bank, President of Harley-Davidson Insurance, and President of all other HDFS subsidiaries. Mr. Root has been responsible for both strategy and execution of Harley-Davidson’s motorcycle retail lending, branded credit card partnerships, commercial lending, and retail/commercial/insurance operations. Root has over 25 years of financial services and corporate finance experience. Mr. Root joined HDFS in 2011 and has held multiple roles across Harley-Davidson including VP, Insurance. Prior to HDFS, Mr. Root held a variety of roles at Ally Financial, Inc., GMAC Financial Services, Inc., and General Motors, Inc.
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Mr. Root holds an MBA from the University of Detroit Mercy and a Bachelor of Science in Corporate Finance from Wayne State University. We believe Mr. Root is qualified to serve as a Director due to his financial acumen, global experience, and operational background.
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The Board of Directors recommends a vote “FOR” each of the nine named Director Nominees.
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Board Matters and Corporate Governance
CORPORATE GOVERNANCE GUIDELINES
This section describes key corporate governance guidelines and practices that the Board has adopted in accordance with the corporate governance rules of the NYSE, as applicable, which serve as a flexible framework within which the Board and its committees operate. Complete copies of our Corporate Governance Guidelines, the charters of the Board committees, and our Code of Business Conduct and Ethics, described below, are available under “Governance Documents” on the Governance Leadership page of the Investors section of our website at investor.livewire.com/governance-leadership/governance-documents. Alternatively, you can request a copy of any of these documents free of charge by writing to our Corporate Secretary at 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
INDEPENDENCE OF DIRECTORS
Director Independence
We adhere to the rules of the NYSE in determining whether a director is independent. The Board consults with its counsel to ensure that the Board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of Directors. The NYSE listing standards define an “independent director” as a person that, in the opinion of the issuer’s Board of Directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). The Board has determined that William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno are considered our independent Directors. Our independent Directors may have regularly scheduled meetings at which only independent Directors are present.
Controlled Company Exception
As described in the “Policies and Procedures for Related Person Transactions” and “Certain Transactions” sections of this Proxy Statement, H-D continues to beneficially own more than 50% of our common stock and voting power. As a result, the Company is a “controlled company” within the meaning of the NYSE corporate governance standards. As a “controlled company,” we may elect not to comply with certain NYSE corporate governance requirements, including:
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that a majority of the Board of Directors consists of independent Directors;
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that the Board of Directors has a nominating and corporate governance committee that is composed entirely of independent Directors with a written charter addressing the committee’s purpose and responsibilities;
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that the Board of Directors has a compensation committee that is composed entirely of independent Directors with a written charter addressing the committee’s purpose and responsibilities; and
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for an annual performance evaluation of the nominating and corporate governance committee and compensation committee.
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We currently utilize certain of these exemptions. As a result, we do not have a nominating and corporate governance committee or compensation committee that consists entirely of independent Directors and such committees may not be subject to annual performance evaluations. We may also elect to utilize additional exemptions for so long as we remain a “controlled company.” Accordingly, you will not have the same protections afforded to stockholders of companies subject to all NYSE corporate governance requirements.
In the event that we cease to be a controlled company within the meaning of these rules, we will be required to comply with these provisions after specified transition periods, including having at least a majority of independent members on each committee within 90 days of the date of our status change and fully independent committees within one year of the date of our status change.
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BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of Chairman of the Board and Chief Executive Officer and/or to appoint an Independent Lead Director in any manner that it determines to be in the best interest of the Company and its stockholders at any point in time. The Board reviews its leadership structure periodically as part of its annual self-assessment process and monitors developments in corporate governance. The Company’s Corporate Governance Guidelines provide that at any time when the Board is not led by an independent Director serving as Chairman of the Board, the independent Directors may elect an independent Director to serve as Independent Lead Director.
From January 1, 2023 through June 11, 2023, the Board combined the roles of Chairman of the Board and Chief Executive Officer, which were held by Jochen Zeitz. Beginning June 12, 2023, with the appointment of Karim Donnez as the Company’s new Chief Executive Officer, Jochen Zeitz only held the role of Chairman of the Board. During 2023, John Garcia continued to serve as Independent Lead Director. The Board has determined that separating the roles of Chairman of the Board and Chief Executive Officer will serve the best interests of the Company and its stockholders. The separation of these roles allows each individual to devote sufficient time to their respective position. The Board believes that the current Board leadership structure provides effective independent oversight of management and streamlines accountability and direction for Company performance because the Board’s independent Directors bring experience, oversight, and expertise from outside of the Company while the rest of the Board, including Karim Donnez, bring Company and industry-specific experience, expertise, and leadership.
The Board oversees the risk management activities designed and implemented by our management. The Board does not anticipate having a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees. The Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, are primarily responsible for managing the risks associated with the operation and business of the Company and provide appropriate updates to the Board and the Audit and Finance Committee. The Board delegates to the Audit and Finance Committee oversight of its risk management process, and our other Board committees also consider risks as they perform their respective committee responsibilities. All Board committees report to the Board as appropriate, including when a matter rises to the level of a material or enterprise risk.
MEETINGS OF THE BOARD OF DIRECTORS
The Board oversees the Company’s business. It establishes overall policies and standards and reviews the performance of management. During 2023, the Board held seven meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which they served held during the period for which they were a Director or committee member. The Company’s Directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy relating to Director attendance. For the Company’s 2023 annual meeting of stockholders, there were four Directors in attendance.
The independent Directors meet from time to time in executive session without non-independent Directors or management present at certain regularly scheduled Board meetings or more often as determined appropriate by the independent Directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has a number of committees that perform certain functions for the Board. The current standing committees of the Board are the Audit and Finance Committee, the Brand, Sustainability, and Safety Committee, the Conflicts Committee, the Human Resources Committee, and the Nominating and Corporate Governance Committee. The Board has adopted a written charter for each committee, all of which are available under “Governance Documents” on the Governance Leadership page of the Investors section of our website at investor.livewire.com/governance-leadership/governance-documents. Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.
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Audit and Finance Committee
The Audit and Finance Committee is responsible for, among other things:
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appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;
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discussing with our independent registered public accounting firm their independence from management;
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reviewing, with our independent registered public accounting firm, the scope, and results of their audit;
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approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;
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overseeing our financial and accounting controls and compliance with legal and regulatory requirements;
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reviewing our policies on risk assessment and risk management;
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reviewing related person transactions;
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reviewing our Code of Business Conduct and Ethics;
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establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters;
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overseeing the Company’s internal audit function; and
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reviewing with management the Company’s capital structure and liquidity, hedging, risk management, and tax strategy.
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The Audit and Finance Committee consists of William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno, with William Cornog serving as the committee chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit and Finance Committee be composed entirely of independent members. The Board has affirmatively determined that William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit and Finance Committee also meets the financial literacy requirements of NYSE listing standards. In addition, the Board has determined that William Cornog qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Board has adopted a written charter for the Audit and Finance Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Proxy Statement. During 2023, the Audit and Finance Committee held five meetings.
Brand, Sustainability, and Safety Committee
The Brand, Sustainability, and Safety Committee is responsible for, among other things:
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monitoring consumer, market, industry, and macroeconomic trends, issues and concerns that could affect our brand relevance and its retail and go-to-market models, processes, resources, activities, strategies, and other capabilities, and making recommendations to the Board and management regarding how we should respond to such trends, issues, and concerns;
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monitoring the social, political, environmental, public policy, legislative, and regulatory trends, issues, and concerns that could affect our brand and sustainability models, processes, resources, activities, strategies, and other capabilities, and making recommendations to the Board and management regarding how we should respond to social and environmental trends, issues, and concerns to achieve its brand and sustainability goals more effectively;
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monitoring the Company’s safety performance, initiatives, policies, processes, general safety trends, issues, and concerns that could affect our brand’s customers, employees, or other stakeholders, and make recommendations to the Board and management regarding how we should address these matters;
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considering and advising management on high-leverage aspects of our brand and our go-to-market strategies to rapidly improve its brand relevance, retail prowess, and new customer creation in the near term, while building strong leadership and company capabilities in these areas for the long term;
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assisting management in setting strategy, establishing goals, and integrating brand, social, and environmental shared value creation, and inclusion into daily business activities across our business, consistent with sustainable growth;
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reviewing recent technologies and other innovations that will permit us to achieve sustainable growth without growing our environmental impact; and
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considering the impact that our sustainability policies, practices, and strategies have on employees, customers, dealers, suppliers, the environment, and the communities in which we operate and where our customers ride.
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The Brand, Sustainability, and Safety Committee is composed of Kjell Gruner, Glen Koval, Luke Mansfield, and Hiromichi Mizuno, with Kjell Gruner serving as chair. The Board has adopted a written charter for the Brand, Sustainability, and Safety Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Proxy Statement. During 2023, the Brand, Sustainability, and Safety Committee held three meetings.
Conflicts Committee
The Conflicts Committee is responsible for, among other things, reviewing and approving:
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new material arrangements and transactions between the Company and H-D;
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changes to our organizational documents that involve conflicts between the Company and H-D;
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resolution of material disputes related to agreements between the Company and H-D, including any material amendment, waiver, or enforcement action relating to any such agreements and any other material operational matters between the Company and H-D; and
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any sales of shares of the Company’s common stock by H-D that are subject to an early price-based release under a Registration Rights Agreement between the Company and H-D.
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The Conflicts Committee is composed of William Cornog, John Garcia, and Kjell Gruner, with William Cornog serving as chair. The Conflicts Committee is composed entirely of independent Directors that the Board determined meet the independence requirements of the NYSE. The Board has adopted a written charter for the Conflicts Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Proxy Statement. During 2023, the Conflicts Committee held four meetings.
Human Resources Committee
The Human Resources Committee operates under a written charter and is responsible for, among other things:
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reviewing and approving corporate goals and objectives with respect to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these goals and objectives, and setting compensation for the Chief Executive Officer. Notwithstanding the above, during the time that Jochen Zeitz held the role of Chief Executive Officer, his compensation was paid by H-D;
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reviewing and setting or making recommendations to the Board regarding the compensation of the Company’s other executive officers;
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reviewing and making recommendations to the Board regarding Director compensation;
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reviewing and approving or making recommendations to the Board regarding the Company’s incentive compensation and equity-based plans and arrangements;
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reviewing and discussing with management the Company’s Compensation Discussion and Analysis to be included in the Company’s Annual Report on Form 10-K or annual proxy statement and considering whether to recommend to the Board that the Company’s Compensation Discussion and Analysis should be included in such filing; and
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preparing the annual compensation committee report.
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The Human Resources Committee consists of William Cornog, John Garcia, Paul Krause, and Jonathan Root, with John Garcia serving as chair. John Garcia and William Cornog each qualify as “independent Directors” under the NYSE rules. The Board has adopted a written charter for the Human Resources Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Proxy Statement. During 2023, the Human Resources Committee held four meetings.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for, among other things:
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identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board as set forth in the Company’s Corporate Governance Guidelines;
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recommending to the Board the nominees for election to the Board at annual meetings of the Company’s stockholders;
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annually reviewing the committee structure of the Board and recommending to the Board the Directors to serve as members of each committee;
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periodically reviewing the Board leadership structure and recommending to the Board for its approval changes to the leadership structure;
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reviewing and assessing the Company’s Corporate Governance Guidelines and recommending any proposed changes to the Board for approval; and
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making recommendations to the Board regarding governance matters, including but not limited to, the Company’s certificate of incorporation, bylaws, and the charters of the Board’s other committees.
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The Nominating and Corporate Governance Committee consists of William Cornog, Kjell Gruner, Paul Krause, Luke Mansfield, and Jonathan Root, with Paul Krause serving as chair. William Cornog and Kjell Gruner each qualify as “independent Directors” under the NYSE rules. The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this Proxy Statement. During 2023, the Nominating and Corporate Governance Committee held four meetings.
HUMAN RESOURCES COMMITTEE PROCESSES AND PROCEDURES
The implementation of the Company’s compensation philosophy is carried out under the supervision of the Human Resources Committee. Members of the Company’s management, in addition to the Human Resources Committee’s independent advisors and the Chairman, may attend portions of the Human Resources Committee meetings for the purpose of providing analysis and information to assist in making recommendations on various compensation matters. However, the Company’s management does not participate in executive sessions of the Human Resources Committee.
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
The Nominating and Corporate Governance Committee considers persons identified by its members, management, stockholders, investment bankers, and others. The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee charter, generally provide those individuals to be nominated:
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should have demonstrated notable or significant achievements in business, education, or public service;
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should possess the requisite intelligence, education, and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to our deliberations; and
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should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
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The Nominating and Corporate Governance Committee considers several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting
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experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons.
All Director nominees have been recommended to the Board by the Nominating and Corporate Governance Committee for re-election as Directors at the Annual Meeting, and the Board has approved such recommendations.
STOCKHOLDERS RECOMMENDATIONS TO THE BOARD OF DIRECTORS
Stockholders who wish to recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential Director candidates may submit the names of the recommended individuals, together with appropriate biographical information and background materials as required by the Company’s Bylaws, to the Corporate Secretary, 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
The Board has a process for stockholders and others to send communications to the Board or any Director. All such communications should be sent by mail addressed to the Board or any particular Director at c/o Corporate Secretary, LiveWire Group, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. All appropriate communications received by the Company’s Corporate Secretary will be sent directly to the Board or the Director. The Board also communicates with stockholders and other stakeholders through various media, including the Company’s annual report and SEC filings, proxy statement, news releases, and website.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a written code of business conduct and ethics, which applies to all our Directors, officers, and employees, including our principal executive officer, our principal financial officer, our principal accounting officer, and other persons performing similar finance functions. Our Code of Business Conduct and Ethics is available under “Governance Documents” on the Governance Leadership page of the Investors section of our website at investor.livewire.com/governance-leadership/governance-documents. In addition, we intend to post on our website all disclosures that are required by law or listing rules of the NYSE concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
ANTI-HEDGING AND ANTI-PLEDGING POLICY
The Company has an Insider Trading Policy that applies to all employees, officers, and Directors of the Company. Under this policy, all employees, officers, and Directors and their family members are prohibited from engaging in short-sales, transactions in put or call options or other derivative transactions, hedging transactions or other inherently speculative transactions in the Company’s stock or pledging Company stock in any circumstance, including by purchasing Company stock on margin or holding Company stock in a margin account.
CLAWBACK POLICY
We have adopted a Clawback Policy which applies to all employees, including covered officers of the Company. Covered Officers are the Company’s Chief Executive Officer, Chief Financial Officer, Controller, or any employee at a level equivalent to Vice President or higher in charge of a principle business unit, division, or function, and any person who performs significant policy-making functions. This policy ensures that in the event of an accounting restatement due to material non-compliance with financial reporting requirements, the Company can recover excessive Incentive-Based Compensation received by certain covered officers as required by the Securities and Exchange Commission.
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Director Compensation
Our Directors play a critical role in guiding the Company’s strategic direction and in overseeing the Company’s management. The many responsibilities and risks and the substantial time commitment of being a Director require the Company to provide adequate compensation commensurate with the Directors’ workload and opportunity costs. During 2023, Directors who were not employees of the Company or H-D received annual cash retainers and a restricted stock unit award, as well an option to receive the cash retainers in the form of fully vested stock units, as set forth below in respect of their service on the Board during 2023. Directors who are employees of the Company or H-D do not receive any additional compensation for their service on the Board.
Cash Compensation
. The following table is a summary of the annual cash retainers for the non-employee Directors. In 2023, non-employee Directors received retainer fees based on their roles on the Board and the time period during which they served. The retainer fees are paid promptly following the Annual Meeting for service for the ensuing year and are subject to adjustment or recoupment by the Company if a non-employee Director leaves the Board or changes a committee position. Those amounts are disclosed below.
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Non-Employee Board Member
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60,000
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Committee Chair
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Audit and Finance
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10,000
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Human Resources
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7,500
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Nominating and Corporate Governance
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6,500
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Committee Member
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Audit and Finance
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8,000
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Human Resources
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5,000
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Nominating and Corporate Governance
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5,000
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Independent Lead Director
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20,000
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Equity Compensation
. In August 2023, in recognition of his membership on the Board, Mr. Hiromichi received a one-time restricted stock unit award with a grant date fair value of $375,000, which is scheduled to vest on the earlier of the next Annual Meeting of Stockholders or the anniversary of the grant date, subject to the Director’s continued service through such date. This one-time grant aligns with the one-time restricted stock unit awards granted to all the then-serving non-employee Directors in December 2022 when the first grants were made following the Business Separation In addition, non-employee Directors receive an annual restricted stock unit award on the date following the Annual Meeting of Stockholders, with a grant date fair value of $125,000, which vests on the earlier of the next Annual Meeting of Stockholders or the anniversary of the grant date, subject the Director’s continued service through such date. Non-employee Directors may also elect to receive their annual cash retainers in the form of fully vested shares of the Company’s common stock.
Other Benefits
. Non-employee Directors are also eligible to receive an annual clothing allowance of $500 to purchase the Company’s apparel and accessories, use of a Company motorcycle to further Company business objectives and the same discount on Company products that is provided to all Company employees.
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2023 DIRECTOR COMPENSATION TABLE
The following table sets forth information for the year ended December 31, 2023, regarding the compensation awarded to, earned by or paid to the non-employee Directors who served on the Board during 2023. Mr. Zeitz, the former Chief Executive Officer of the Company, Ms. Gina Goetter, the former Chief Financial Officer of H-D, Mr. Koval, the Vice President of Engineering of H-D, Mr. Krause, the Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of H-D, Ms. Edel O’Sullivan, the former Chief Commercial Officer of H-D, and Mr. Root, the Chief Financial Officer of H-D, do not receive additional compensation for their service as a Director, and therefore, are not included in the Director Compensation table below. Ms. Goetter and Ms. O’Sullivan ceased serving as Directors of the Company on July 7, 2023 and January 23, 2024, respectively. All compensation paid to Mr. Zeitz is reported below in the “Summary Compensation Table.”
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