DEF 14A of LiveWire Group, Inc.
Filed Apr 5, 2024 · FY20230001140361-24-018244
Election of Directors
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
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.
DIRECTOR NOMINEE INFORMATION
| NAME | AGE(1) | 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 |
DIRECTOR NOMINEE INFORMATION
| * Dr. Garcia is the Independent Lead Director. |
DIRECTOR NOMINEE INFORMATION
| 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 | | |
DIRECTOR NOMINEE INFORMATION
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.
DIRECTOR NOMINEE INFORMATION
| 1 | Age as of April [5], 2024. |
Director Nominees
Director Nominees
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| 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. |
Director Nominees
| The Board of Directors recommends a vote “FOR” each of the nine named Director Nominees. |
COMMITTEES OF THE BOARD OF DIRECTORS
| • | reviewing and making recommendations to the Board regarding Director compensation; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
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:
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | should have demonstrated notable or significant achievements in business, education, or public service; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | 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 |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
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 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.
Director Compensation
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.
Director Compensation
| 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 Compensation
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 $500 to purchase the Company’s apparel and accessories, use of a Company motorcycle to further Company business objectives and the same discount on Company products that is provided to all Company employees.
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE The following table sets forth information for the year ended December 31, 2023, regarding the compensation awarded to, earned by or paid to the non-employee Directors who served on the Board during 2023. Mr. Zeitz, the former Chief Executive Officer of the Company, Ms. Gina Goetter, the former Chief Financial Officer of H-D, Mr. Koval, the Vice President of Engineering of H-D, Mr. Krause, the Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of H-D, Ms. Edel O’Sullivan, the former Chief Commercial Officer of H-D, and Mr. Root, the Chief Financial Officer of H-D, do not receive additional compensation for their service as a Director, and therefore, are not included in the Director Compensation table below. Ms. Goetter and Ms. O’Sullivan ceased serving as Directors of the Company on July 7, 2023 and January 23, 2024, respectively. All compensation paid to Mr. Zeitz is reported below in the “Summary Compensation Table.”
2023 DIRECTOR COMPENSATION TABLE
| DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($)(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 |
2023 DIRECTOR COMPENSATION TABLE
| 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. |
2023 DIRECTOR COMPENSATION TABLE
| 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. |
2023 DIRECTOR COMPENSATION TABLE
| 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): |
2023 DIRECTOR COMPENSATION TABLE
| DIRECTOR NAME | OUTSTANDING RESTRICTED STOCK UNITS (#) | | William L. Cornog | 18.302 | | John Garcia | 18,302 | | Kjell Gruner | 18,302 | | Hiromichi Mizuno | 36,801 |
2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM For 2024, the non-employee Director compensation program remains the same as 2023 and includes the same annual cash retainers described above.
2023 COMPENSATION OVERVIEW
| • | 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. |
2023 COMPENSATION OVERVIEW
| • | 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 $3,000,000, which vest on each of the first three anniversaries of the date of the grant. Mr. Zeitz did not receive any equity awards from the Company, but did participate in the H-D Long-Term Incentive Plan for 2023. |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table discloses compensation paid to our NEOs in 2021, 2022, and 2023, as applicable. For Mr. Zeitz, the compensation reflected in the table was set by the Human Resources Committee of H-D and fully paid and/or accounted for by H-D. Other than the compensation Mr. Zeitz received from H-D, he received no additional compensation from the Company in 2023.
SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(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 |
SUMMARY COMPENSATION TABLE
| (1) Amounts reflect the base salary earned by our NEOs. |
SUMMARY COMPENSATION TABLE
| (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. |
SUMMARY COMPENSATION TABLE
| (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. |
SUMMARY COMPENSATION TABLE
| (4) Amounts reported in the All Other Compensation column for 2023 consisted of the following: |
SUMMARY COMPENSATION TABLE
| 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 |
SUMMARY COMPENSATION TABLE
| 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. |
SUMMARY COMPENSATION TABLE
| (5) Mr. Donnez was appointed to the position of Chief Executive Officer on June 12, 2023. |
SUMMARY COMPENSATION TABLE
| (6) Ms. Maraj first became an NEO in 2022. |
SUMMARY COMPENSATION TABLE
| (7) Mr. Zeitz’s employment with the Company ended on June 11, 2023, but he remains the Chairman of the Board. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table presents information regarding outstanding equity awards held as of December 29, 2023, closing price $11.31 by our NEOs.
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | UNDERLYING STOCK(1) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | 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 |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| 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. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| 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. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| 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. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| 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. |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| 5. | Restricted stock units (“RSUs”) and performance shares vest as follows: |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| 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 | | | (A) | 375,000 |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
| A. | Aspirational Performance Shares allow H-D NEOs to earn shares of common stock if a share price threshold is achieved by December 31, 2025. If a share price threshold is met, then 50% of the associated performance shares will be deemed vested immediately upon the Human Resources Committee's determination that the share price threshold has been achieved and the remaining 50% will be deemed vested on the one-year anniversary of the date on which the share price threshold was achieved, subject to certain conditions. |