Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
| 1 | | | To elect the nine Director nominees to serve a one-year term and until their successors are duly elected and qualified; | |
| 2 | | | To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| 3 | | | To approve the issuance of additional shares of common stock necessary to effect a full conversion of the Convertible Loan; and | |
| YOUR VOTE IS IMPORTANT! ALL STOCKHOLDERS ARE CORDIALLY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. | |
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3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208 | | | ![]() |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 16, 2024 at 4:00 p.m. (Central Time) via the internet. Please visit www.virtualshareholdermeeting.com/LVWR2024 for more details. The Proxy Statement and 2023 Annual Report on Form 10-K are available at: www.proxyvote.com. | |
![]() | | | By Internet www.proyvote.com | | | ![]() | | | By Telephone 1-800-579-1639 | | | ![]() | | | By Email sendmaterial@ proxyvote.com | |
• | Election of nine Director nominees to serve one-year terms and until their successors are duly elected and qualified; |
• | 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 |
• | Approval of the issuance of additional shares of common stock necessary to effect a full conversion of the Convertible Loan. |
• | “For” the election of each of the nine nominees for Director; |
• | “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 |
• | “For” the approval of the issuance of additional shares of common stock necessary to effect a full conversion of the Convertible Loan. |
![]() | | | 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. | | | ![]() | | | 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. | | | ![]() | | | 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. | | | ![]() | | | 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. | |
• | You may submit another properly completed proxy card with a later date; |
• | You may grant a subsequent timely proxy by telephone or through the internet; or |
• | You may attend and vote at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
| PROPOSAL | | | VOTE REQUIRED | | | VOTING OPTIONS | | | BOARD RECOMMENDATION | | | BROKER DISCRETIONARY VOTING ALLOWED? | | | IMPACT OF WITHHOLD/ ABSTENTION | | | IMPACT OF BROKER NON-VOTE | |
| No. 1. Election of Directors – Nine Director Nominees | | | Plurality | | | “For” or “Withhold” | | | “For” | | | No | | | None | | | None | |
| No. 2. Ratification of the Selection of Ernst & Young as the Company’s Independent Registered Public Accounting Firm | | | Majority of Votes Cast | | | “For,” “Against” or “Abstain” | | | “For” | | | Yes | | | None | | | N/A | |
| No. 3. Approval of the Issuance of Additional Shares of Common Stock Necessary to Effect a Full Conversion of the Convertible Loan | | | Majority of Votes Cast | | | “For,” “Against,”or “Abstain” | | | “For” | | | No | | | None | | | None | |
• | 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; |
• | 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; |
• | reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and |
• | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
| NAME | | | AGE1 | | | DIRECTOR SINCE | | | INDEPENDENT | | | AFC | | | BSC | | | CC | | | HRC | | | NCGC | |
| DIRECTOR NOMINEES | | ||||||||||||||||||||||||
| Jochen Zeitz | | | 60 | | | September 2022 | | | No | | | — | | | — | | | — | | | — | | | — | |
| William L. Cornog | | | 59 | | | September 2022 | | | Yes | | | F, C | | | — | | | C | | | M | | | M | |
| Dr. John Garcia* | | | 67 | | | September 2022 | | | Yes | | | M | | | — | | | M | | | C | | | — | |
| Dr. Kjell Gruner | | | 57 | | | September 2022 | | | Yes | | | M | | | C | | | M | | | — | | | M | |
| Glen Koval | | | 49 | | | September 2022 | | | No | | | — | | | M | | | — | | | — | | | — | |
| Paul Krause | | | 46 | | | June 2023 | | | No | | | __ | | | __ | | | __ | | | M | | | C | |
| Luke Mansfield | | | 47 | | | February 2024 | | | No | | | __ | | | M | | | __ | | | __ | | | M | |
| Hiromichi Mizuno | | | 58 | | | June 2023 | | | Yes | | | M | | | M | | | __ | | | __ | | | __ | |
| Jonathan Root | | | 50 | | | July 2023 | | | No | | | __ | | | __ | | | __ | | | M | | | M | |
* | Dr. Garcia is the Independent Lead Director. |
C: | | | Committee Chair | | | M: | | | Member | | | F: | | | Financial Expert | |
AFC: | | | Audit and Finance Committee | | | BSC: | | | Brand, Sustainability and Safety Committee | | | CC: | | | Conflicts Committee | |
HRC: | | | Human Resources Committee | | | NCG: | | | Nominating and Corporate Governance Committee | | | | | |
1 | Age as of April [5], 2024. |
![]() Jochen Zeitz | | | Age: 60 | Director since: 2022 |
| 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. | ||
| 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. |
![]() William L. Cornog | | | Age: 59 | Director since: 2022 |
| 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. | ||
| 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. |
![]() Dr. John Garcia | | | Age: 67 | Director since: 2022 |
| 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. | ||
| 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. |
![]() Dr. Kjell Gruner | | | Age: 57 | Director since: 2022 |
| 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). | ||
| 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. |
![]() Glen Koval | | | Age: 49 | Director since: 2022 |
| 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. | ||
| 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. |
![]() Paul Krause | | | Age: 46 | Director since: 2023 |
| 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. | ||
| 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. |
![]() Luke Mansfield | | | Age: 47 | Director since: 2024 |
| 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. | ||
| 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. |
![]() Hiromichi Mizuno | | | Age: 58 | Director since: 2023 |
| 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. | ||
| 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. |
![]() Jonathan Root | | | Age: 50 | Director since: 2023 |
| 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. | ||
| 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. |
| The Board of Directors recommends a vote “FOR” each of the nine named Director Nominees. | |
• | that a majority of the Board of Directors consists of independent Directors; |
• | 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; |
• | 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 |
• | for an annual performance evaluation of the nominating and corporate governance committee and compensation committee. |
• | appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing, with our independent registered public accounting firm, the scope, and results of their audit; |
• | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | 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; |
• | overseeing our financial and accounting controls and compliance with legal and regulatory requirements; |
• | reviewing our policies on risk assessment and risk management; |
• | reviewing related person transactions; |
• | reviewing our Code of Business Conduct and Ethics; |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; |
• | overseeing the Company’s internal audit function; and |
• | reviewing with management the Company’s capital structure and liquidity, hedging, risk management, and tax strategy. |
• | 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; |
• | 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; |
• | 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; |
• | 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; |
• | 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; |
• | reviewing recent technologies and other innovations that will permit us to achieve sustainable growth without growing our environmental impact; and |
• | 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. |
• | new material arrangements and transactions between the Company and H-D; |
• | changes to our organizational documents that involve conflicts between the Company and H-D; |
• | 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 |
• | 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. |
• | 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; |
• | reviewing and setting or making recommendations to the Board regarding the compensation of the Company’s other executive officers; |
• | reviewing and making recommendations to the Board regarding Director compensation; |
• | reviewing and approving or making recommendations to the Board regarding the Company’s incentive compensation and equity-based plans and arrangements; |
• | 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 |
• | preparing the annual compensation committee report. |
• | 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; |
• | recommending to the Board the nominees for election to the Board at annual meetings of the Company’s stockholders; |
• | annually reviewing the committee structure of the Board and recommending to the Board the Directors to serve as members of each committee; |
• | periodically reviewing the Board leadership structure and recommending to the Board for its approval changes to the leadership structure; |
• | reviewing and assessing the Company’s Corporate Governance Guidelines and recommending any proposed changes to the Board for approval; and |
• | 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. |
• | should have demonstrated notable or significant achievements in business, education, or public service; |
• | 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 |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. |
| COMPENSATION COMPONENT | | | ANNUAL AMOUNT ($) | |
| Non-Employee Board Member | | | 60,000 | |
| Committee Chair | | | | |
| Audit and Finance | | | 10,000 | |
| Human Resources | | | 7,500 | |
| Nominating and Corporate Governance | | | 6,500 | |
| Committee Member | | | | |
| Audit and Finance | | | 8,000 | |
| Human Resources | | | 5,000 | |
| Nominating and Corporate Governance | | | 5,000 | |
| Independent Lead Director | | | 20,000 | |
| DIRECTOR NAME | | | FEES EARNED OR PAID IN CASH ($)(1) | | | STOCK AWARDS ($)(2)(3) | | | TOTAL ($) | |
| William Cornog | | | 80,007 | | | 125,003 | | | 205,009 | |
| John Garcia | | | 95,504 | | | 125,003 | | | 220,507 | |
| Kjell Gruner | | | 73,000 | | | 125,003 | | | 198,003 | |
| Hiromichi Mizuno | | | 60,009 | | | 375,002 | | | 435,011 | |
1. | Amounts reflect the annual cash retainers for the year ended December 31, 2023. Non-employee Directors have the option of receiving their cash retainers in the form of stock. Mr. Garcia and Mr. Cornog elected to receive their annual cash retainer payment made in 2023 in the form of stock. |
2. | Amounts reflect the aggregate grant date fair value of stock awards computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 15 to our financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
3. | As of December 31, 2023, the non-employee directors held outstanding restricted stock units to acquire the following number of shares of the Company’s common stock (Mr. Zeitz, Ms. Goetter, Mr. Koval, Mr. Krause, Mr. Root, and Ms. O’Sullivan, as employees of H-D, do not hold any awards to acquire the Company’s common stock): |
| DIRECTOR NAME | | | OUTSTANDING RESTRICTED STOCK UNITS (#) | |
| William L. Cornog | | | 18.302 | |
| John Garcia | | | 18,302 | |
| Kjell Gruner | | | 18,302 | |
| Hiromichi Mizuno | | | 36,801 | |
| The Board of Directors recommends a vote “For” the Ratification of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024. | |
| DESCRIPTION OF SERVICES PROVIDED BY ERNST & YOUNG | | | 2023 ($) | | | 2022 ($) | |
| Audit Fees(1) | | | $690,025 | | | $1,547,263 | |
| Audit Related Fees(2) | | | – | | | – | |
| Tax Fees(3) | | | – | | | – | |
| All Other Fees(4) | | | – | | | – | |
| TOTAL | | | $690,025 | | | $1,547,263 | |
1. | Audit Fees include fees for the audit of our consolidated financial statements. This category also includes fees for services that generally only the principal auditor can reasonably provide to a client, such as comfort letters, consents, and reviews of documents that we file with the SEC. |
2. | Audit Related Fees included consultation on accounting and internal control matters. |
3. | Tax Fees included tax advice, planning, compliance, and transaction consulting. |
4. | All Other Fees consists of the aggregate fees for all services other than those described above. |
• | each person whom we know to own beneficially more than 5% of our common stock; |
• | each of the Company’s Directors, nominees, and named executive officers individually; and |
• | all the Company’s Directors and named executive officers as a group. |
| | | SHARES BENEFICIALLY OWNED | | ||||
| NAME OF BENEFICIAL OWNER(1) | | | NUMBER(2) | | | PERCENT | |
| GREATER THAN 5% STOCKHOLDERS | | ||||||
| Legacy LiveWire Equityholder(3) | | | 181,000,000 | | | 89.09% | |
| AEA-Bridges Impact Sponsor LLC(4) | | | 18,450,000 | | | 8.64% | |
| DIRECTORS AND NAMED EXECUTIVE OFFICERS | | ||||||
| Jochen Zeitz | | | 0 | | | * | |
| William L. Cornog | | | 84,522 | | | * | |
| John Garcia(5) | | | 3,826,727 | | | 1.87% | |
| Kjell Gruner | | | 72,808 | | | * | |
| Glen Koval | | | 0 | | | * | |
| Paul Krause | | | 0 | | | * | |
| Luke Mansfield | | | 0 | | | * | |
| Hiromichi Mizuno | | | 6,105 | | | * | |
| Jonathan Root | | | 0 | | | * | |
| Karim Donnez | | | 0 | | | * | |
| Ryan Morrissey | | | 66,192 | | | * | |
| Tralisa Maraj | | | 35,639 | | | * | |
| All current executive officers and Directors as a group (14 persons)(6) | | | 4,138,076 | | | 1.92% | |
* | Less than one percent. |
1. | Unless otherwise indicated, the mailing address of each of the stockholders listed in the table above is c/o LiveWire Group, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. |
2. | Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire them pursuant to restricted stock units that vest within 60 days or have vested but have not yet been distributed: 30,016 shares for Mr. Cornog, 32,285 shares for Dr. Garcia, 18,302 shares for Dr. Gruner, and 6,105 shares for Mr. Mizuno. |
3. | The Legacy LiveWire Equityholder is the record holder of such shares of Common Stock. The Legacy LiveWire Equityholder is a direct, wholly owned subsidiary of HDMCG, which, in turn, is a wholly owned subsidiary of H-D. By reason of their relationships, HDMCG and H-D may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of the shares of Common Stock held by the Legacy LiveWire Equityholder and may be deemed to have shared beneficial ownership of the shares of Common Stock held directly by the Legacy LiveWire Equityholder. |
4. | Based solely on a Form 13G filed with the SEC on February 10, 2023. AEA-Bridges Impact Sponsor LLC (the “Sponsor”) directly holds (i) 7,950,000 shares of common stock and (ii) 10,500,000 private placement warrants that are currently exercisable into an equal number of shares of common stock. The Sponsor is governed by a three-member board of managers. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of our sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to the Sponsor. Based upon the foregoing analysis, no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which such manager directly holds a pecuniary interest. The business address for the Sponsor is 520 Madison Avenue, 40th Floor, New York, NY 10022. |
5. | Includes 1,250,000 warrants that are currently exercisable into an equal number of shares of common stock. The business address for Mr. Garcia is 520 Madison Avenue, 40th Floor, New York, NY 10022. |
6. | See footnotes 4 and 5 for warrants included in this total. |
• | Karim Donnez, Chief Executive Officer |
• | Ryan Morrissey, President, Ventures & Investments |
• | Tralisa Maraj, Chief Financial Officer |
• | Jochen Zeitz, Former Chief Executive Officer |
• | Base Salary: Mr. Donnez’s annual base salary was set at $600,000 in connection with his appointment as Chief Executive Officer in June 2023. No changes were made to the annual base salaries for Ms. Maraj or Mr. Morrissey for 2023. Mr. Zeitz’s base salary was set by the H-D Human Resources Committee and paid entirely by H-D. |
• | Short-Term Incentive Plan: In February 2023, the Human Resources Committee approved the 2023 Short Term Incentive Plan and metrics discussed in further detail below under “2023 Short-Term Incentive Plan.” The NEOs, except for Mr. Zeitz, were eligible to participate. Mr. Zeitz participated in the H-D Short-Term Incentive Plan during 2023. |
• | Long-Term Incentive Plan: In February 2023, the Human Resources Committee approved annual equity awards under the LiveWire Group, Inc. 2022 Incentive Award Plan for Ms. Maraj and Mr. Morrissey in the form of restricted stock units, which vest on each of the first three anniversaries of the date of the grant. In June 2023, in connection with his appointment as the new Chief Executive Officer of the Company, the Human Resources Committee approved an initial grant to Mr. Donnez of restricted stock units, valued at $3,000,000, which vest on each of the first three anniversaries of the date of the grant. Mr. Zeitz did not receive any equity awards from the Company, but did participate in the H-D Long-Term Incentive Plan for 2023. |
| NAME AND PRINCIPAL POSITION | | | YEAR | | | SALARY ($)(1) | | | BONUS ($) | | | STOCK AWARDS ($)(2) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | | | OPTION AWARDS ($) | | | ALL OTHER COMPENSATION ($)(4) | | | TOTAL ($) | |
| Karim Donnez Chief Executive Officer(5) | | | 2023 | | | 323,077 | | | — | | | 3,000,000 | | | 250,291 | | | — | | | — | | | 3,573,368 | |
| Tralisa Maraj Chief Financial Officer(6) | | | 2023 | | | 385,000 | | | — | | | 462,007 | | | 216,563 | | | — | | | — | | | 1,063,570 | |
| 2022 | | | 199,904 | | | — | | | 1,667,644 | | | 176,015 | | | — | | | 7,996 | | | 2,051,559 | | |||
| Ryan Morrisey President, Ventures & Investments | | | 2023 | | | 475,000 | | | — | | | 950,000 | | | 320,625 | | | — | | | — | | | 1,745,625 | |
| 2022 | | | 475,000 | | | — | | | 3,888,574 | | | 930,778 | | | — | | | 28,267 | | | 5,322,619 | | |||
| 2021 | | | 357,877 | | | 500,000 | | | 347,275 | | | 1,144,178 | | | — | | | 8,221 | | | 2,357,551 | | |||
| Jochen Zeitz Former Chief Executive Officer(7) | | | 2023 | | | 1,948,000 | | | — | | | 6,500,029 | | | 3,093,600 | | | — | | | 411,651 | | | 11,953,280 | |
| 2022 | | | 1,900,000 | | | — | | | 38,407,535 | | | 2,738,400 | | | — | | | 278,929 | | | 43,324,864 | | |||
| 2021 | | | 2,500,000 | | | — | | | 6,000,030 | | | 3,000,000 | | | 6,435,000 | | | 170,538 | | | 18,105,568 | |
(1) | Amounts reflect the base salary earned by our NEOs. |
(2) | Amounts shown for 2023 reflect the aggregate grant date fair value of each restricted stock unit award granted, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair value of restricted stock unit awards is based on the market price of the underlying stock as of the date of grant (which considers the value of dividend equivalents that the holder is entitled to receive). For additional detailed on Mr. Zeitz’s grants, please refer to the Harley-Davidson proxy statement filed on April [5], 2024. |
(3) | The amounts reported in this column for 2023 include the amounts each NEO earned under his or her STIP award for 2023, which were paid during 2024. For each year in this table, this column shows compensation for the year in which it was earned, even if the amount was paid during the following year. In addition, this column includes a one-time payment to Mr. Morrissey in 2022 based on the date of the Business Combination, as previously negotiated as part of his offer of employment. |
(4) | Amounts reported in the All Other Compensation column for 2023 consisted of the following: |
| NAME | | | 401(K) PLAN CONTRIBUTION ($) | | | DEFERRED COMPENSATION PLAN CONTRIBUTION ($) | | | HEALTHCARE ACCOUNT CONTRIBUTION ($) | | | AIRCRAFT USAGE ($)(A) | | | TOTAL ($) | |
| Karim Donnez | | | 14,769 | | | 0 | | | 0 | | | — | | | 14,769 | |
| Tralisa Maraj | | | 22,500 | | | 0 | | | 1,700 | | | — | | | 24,200 | |
| Ryan Morrissey | | | 22,500 | | | 0 | | | 0 | | | — | | | 22,500 | |
| Jochen Zeitz | | | 27,050 | | | 185,912 | | | — | | | 198,689 | | | 411,651 | |
A. | Compensation for executive aircraft usage is based on the incremental cost to H-D. Incremental cost is calculated based on an annual average cost per flight hour which includes costs for fuel, landing/hanger fees, crew travel costs, catering, and other variable flight expenses. This annual average cost per flight hour is then multiplied by the hours flown in connection with executive aircraft usage, including any flight hours necessary to reposition the aircraft. Since H-D uses its aircraft primarily for business travel, we do not include costs that H-D would have incurred regardless of executive aircraft usage, such as depreciation, pilot salaries, and maintenance costs. In addition, compensation for executive aircraft usage also includes approximately $58,000 related to the cost of chartering an aircraft during maintenance of H-D’s aircraft. |
(5) | Mr. Donnez was appointed to the position of Chief Executive Officer on June 12, 2023. |
(6) | Ms. Maraj first became an NEO in 2022. |
(7) | Mr. Zeitz’s employment with the Company ended on June 11, 2023, but he remains the Chairman of the Board. |
| NAME | | | 2023 BASE SALARY ($) | |
| Karim Donnez | | | 600,000 | |
| Tralisa Maraj | | | 385,000 | |
| Ryan Morrissey | | | 475,000 | |
| Jochen Zeitz | | | 1,950,000 | |
| NAME | | | ANNUAL TARGET INCENTIVE (% OF BASE SALARY)(1) | | | ACTUAL AWARD PAID ($) | |
| Karim Donnez | | | 100 | | | 250,291 | |
| Tralisa Maraj | | | 75 | | | 216,563 | |
| Ryan Morrissey | | | 90 | | | 320,625 | |
| Jochen Zeitz | | | 123 | | | 3,093,600 | |
(1) | Mr. Donnez’s Short-Term Incentive Payout was prorated for 2023 based on his partial year of employment with LiveWire. |
• | medical, dental and vision benefits; |
• | dependent care flexible spending accounts; |
• | short-term and long-term disability insurance; and |
• | basic life and accidental death and dismemberment insurance. |
| | | | | OPTION AWARDS | | | STOCK AWARDS | | |||||||||||||||||||||||
| NAME | | | UNDERLYING STOCK(1) | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | | | OPTION EXERCISE PRICE ($) | | | OPTION EXPIRATION DATE | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(3)(5) | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(4)(5) | | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(4) | |
| Karim Donnez | | | LiveWire | | | | | | | | | | | | | 294,407 | | | 3,329,743.17 | | | | | | |||||||
| Tralisa Maraj | | | LiveWire | | | | | | | | | | | | | 116,924 | | | 1,322,410.44 | | | | | | |||||||
| LiveWire | | | | | | | | | | | | | | | | | 60,437 | | | 683,542.474 | | ||||||||||
| Ryan Morrissey | | | LiveWire | | | | | | | | | | | | | 240,425 | | | 2,719,206.75 | | | | | | |||||||
| LiveWire | | | | | | | | | | | | | | | | | 124,274 | | | 1,405,538.94 | | ||||||||||
| Jochen Zeitz | | | H-D | | | 124,950(2) | | | 64,400(2) | | | 310,650 | | | 36.63 | | | 12/31/2026 | | | | | | | | | | ||||
| H-D | | | | | | | | | | | | | 147,466 | | | 5,432,647 | | | | | | ||||||||||
| H-D | | | | | | | | | | | | | | | | | 375,000 | | | 13,815,000 | |
1. | H-D indicates the equity award is based on H-D common stock and LiveWire indicates the equity award is based on LiveWire common stock. |
2. | H-D granted Mr. Zeitz stock options on December 1, 2021. These stock options will vest only if stock price performance goals and continued service thresholds are met. Any portion of the stock options that are not vested based on continued service at the time of Mr. Zeitz’s termination of employment will be forfeited, except that, if Mr. Zeitz’s employment is terminated by H-D without cause prior to December 31, 2023, then he will be deemed to have satisfied the continuous employment requirement with respect to a pro rata portion of 66% of the stock options that were tied to his continuous employment through December 31, 2023. Any portion of the stock options that are not exercisable based on the stock price goals by December 31, 2026, will be forfeited as of such date, and any unexercised portion of the stock options will be immediately forfeited if Mr. Zeitz’s employment with H-D is terminated for cause. Finally, to provide a further incentive for performance and continued service, a voluntary termination before December 31, 2024 will reduce the stock option term from 10 years to six years. |
3. | The amounts in this column consist of unvested restricted stock units and, if applicable, earned but unvested performance shares. The value of the awards in this column is based on the closing price of the underlying common stock on December 29, 2023. |
4. | The amounts in this column consist of unearned performance shares and Aspirational performance shares. The value disclosed was based on threshold performance as threshold performance had not been achieved as of December 31, 2023.Threshold performance represents the shares that would be earned at the first share-price goal level that was not yet achieved as of December 31, 2023. The value of shares was based on the closing price of the underlying common stock on December 29, 2023. |
5. | Restricted stock units (“RSUs”) and performance shares vest as follows: |
| NAME | | | UNDERLYING STOCK | | | RSU VESTING DATE | | | NUMBER OF RSUS | | | PERFORMANCE SHARES VESTING DATE | | | NUMBER OF PERFORMANCE SHARES | |
| Karim Donnez | | | LiveWire | | | June 2024 | | | 98,135 | | | | | | ||
| LiveWire | | | June 2025 | | | 98,136 | | | | | | |||||
| LiveWire | | | June 2026 | | | 98,136 | | | | | | |||||
| Tralisa Maraj | | | LiveWire | | | December 2024 | | | 26,861 | | | | | | ||
| LiveWire | | | December 2025 | | | 26,861 | | | | | | |||||
| LiveWire | | | February 2024 | | | 21,067 | | | | | | |||||
| LiveWire | | | February 2025 | | | 21,067 | | | | | | |||||
| LiveWire | | | February 2026 | | | 21,068 | | | | | | |||||
| LiveWire | | | | | | | December 2025 | | | 120,873 | | |||||
| Ryan Morrissey | | | H-D | | | February 2024 | | | 1,754 | | | | | | ||
| H-D | | | May 2024 | | | 2,381 | | | | | | |||||
| H-D | | | February 2025 | | | 1,754 | | | | | | |||||
| LiveWire | | | December 2024 | | | 55,233 | | | | | | |||||
| LiveWire | | | December 2025 | | | 55,233 | | | | | | |||||
| LiveWire | | | February 2024 | | | 43,319 | | | | | | |||||
| LiveWire | | | February 2025 | | | 43,320 | | | | | | |||||
| LiveWire | | | February 2026 | | | 43,320 | | | | | | |||||
| LiveWire | | | | | | | December 2025 | | | 248,547 | | |||||
| Jochen Zeitz | | | H-D | | | January 2024 | | | 5,769 | | | | | | ||
| H-D | | | February 2024 | | | 51,078 | | | | | | |||||
| H-D | | | February 2025 | | | 45,309 | | | | | | |||||
| H-D | | | February 2026 | | | 45,310 | | | | | | |||||
| H-D | | | | | | | January 2024(A) | | | 375,000 | |
A. | Aspirational performance shares allow NEOs to earn shares of H-D common stock if share price goals are achieved by December 31, 2025. If the stock price criteria are met, 50% of the associated performance shares will be deemed vested immediately upon H-D’s Human Resources Committee's determination that the stock price has been achieved and the remaining 50% will be deemed vested on the one-year anniversary of the date on which the share price was achieved, subject to certain conditions. |
| PLAN CATEGORY | | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS (a) | | | WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS (b) | | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (c) | |
| Equity compensation plans approved by stockholders | | | 2,616,574 (1) | | | –(2) | | | 26,676,935(3) | |
| Equity compensation plans not approved by stockholders | | | – | | | – | | | – | |
| Total | | | 2,616,574 | | | – | | | 26,676,935(3) | |
1. | Reflects shares of common stock issuable under awards outstanding under the LiveWire Group, Inc. 2022 Incentive Award Plan (the “2022 Plan”). |
2. | As of December 31, 2023, the Company has only issued restricted stock units and performance-based restricted stock units, which have no exercise price. |
3. | Reflects shares of common stock available for future issuance under the 2022 Plan. |
• | 2022 Cash Incentives. With respect to each of our employees that, prior to the Separation, participated in H-D’s cash incentive plan for calendar year 2022 and remains employed with us through December 31, 2022, H-D will pay such employees the cash incentive payments that such employees would have earned under the H-D cash incentive plan for calendar year 2022 had the Separation not occurred, prorated based on the portion of calendar year 2022 during which such employees participated in the H-D cash incentive plan, as and when payments are made generally for calendar year 2022 under (and subject to the terms and conditions of) the H-D cash incentive plan. |
• | LiveWire Cash Incentives. In connection with the Separation, our employees ceased to participate in H-D’s cash incentive plan for calendar year 2022 and we adopted a cash incentive program for the benefit of our eligible employees. |
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