DEF 14A of LiveWire Group, Inc.
Filed Apr 9, 2026 · FY20250001140361-26-014000
Election of Directors
Election of Directors The Board is presently comprised of seven 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 seven. 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 Jonathan Root, William Cornog, Kjell Gruner, Glen Koval, Paul Krause, Hiromichi Mizuno, and Bryan Niketh. The Nominating and Corporate Governance Committee has recommended, and the Board has approved, the nomination of the seven Director nominees for re-election for one-year terms expiring at the 2027 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. Bryan Niketh is standing for election by the stockholders for the first time at the Annual Meeting and was 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 (as of the Record Date) 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 | DIRECTOR SINCE | INDEPENDENT | AFC | CC | HRC | NCGC | | DIRECTOR NOMINEES | | | | | | | | | Jonathan Root* | 52 | July 2023 | No | — | — | — | M | | William Cornog | 61 | September 2022 | Yes | F, C | C | M | M | | Kjell Gruner | 58 | September 2022 | Yes | M | M | C | M | | Glen Koval | 51 | September 2022 | No | — | — | M | — | | Paul Krause | 48 | June 2023 | No | — | — | M | C | | Hiromichi Mizuno | 60 | June 2023 | Yes | M | M | — | — | | Bryan Niketh | 49 | January 2026 | No | — | — | — | M |
DIRECTOR NOMINEE INFORMATION
| * Jonathan Root is the Chairman of the Board. |
DIRECTOR NOMINEE INFORMATION
| C: | Committee Chair | M: | Member | F: | Financial Expert | | AFC: | Audit and Finance Committee | CC: | Conflicts Committee | HRC: | Human Resources Committee | | NCGC: | Nominating and Corporate Governance Committee | | | | |
Director Nominees
Director Nominees 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 Nominees
| Jonathan Root | Age: 52 | Director since: 2023 | | | Jonathan Root is our Chairman of the Board and has served on the Board since July 2023 and is the Chief Financial and Commercial 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 H-D’s motorcycle retail lending, branded credit card partnerships, commercial lending, and retail / commercial / insurance operations. Mr. Root has over 25 years of financial services and corporate finance experience. Mr. Root joined HDFS in 2011 and has held multiple roles across H-D 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 earned an M.B.A. from the University of Detroit Mercy and a B.Sc. in Corporate Finance from Wayne State University. We believe Mr. Root is qualified to serve as the Chairman due to his financial acumen, global experience, and operational background. |
Director Nominees
| William Cornog | Age: 61 | Director since: 2022 | | | William Cornog has served on the Board since September 2022 and serves as the Chairman of the Audit and Finance Committee and the Conflicts Committee. Mr. Cornog is the former head of KKR Capstone (2002-2022), the portfolio operations team of KKR & Co. In addition to leading Capstone, Mr. Cornog chaired KKR’s Portfolio Management Committees for the Americas, Europe, Asia, Infrastructure, Impact & Technology Growth and was a member of the Investment & Distribution and Valuation Committees. Prior to joining KKR, Mr. Cornog was with Williams Communications Group as the Senior Vice President and General Manager of Network Services. Prior to that, Mr. Cornog was a partner at The Boston Consulting Group and worked at Age Wave Communications and SmithKline Beckman Corporation (GSK). Mr. Cornog served as a board member at Channel Control Merchants from June 2020 to March 2024, which was a KKR portfolio company. Mr. Cornog currently serves as a board member of Brightview Holdings, Inc. (NYSE: BV), and as a board member and Chairman of the Value Creation Committee at Azenta (NASDAQ: AZTA), both publicly traded companies. Private company and philanthropic boards include Griffin Highline, Blue Crow Sports Group, and The Knight Campus at the University of Oregon. | | | 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. Kjell Gruner | Age: 58 | Director since: 2022 | | | Dr. Kjell Gruner has served on the Board since September 2022. Dr. Gruner is the President and CEO of the Volkswagen Group of America and CEO of Volkswagen North America Region, positions he has held since December 2024. Dr. Gruner oversees the U.S. operations of Volkswagen, Audi, Bentley, Lamborghini, Bugatti, Electrify America and Volkswagen Financial Services. Previously, Dr. Gruner served as the Chief Commercial Officer and President, Business Growth of Rivian from September 2023 to July 2024. Prior to that, 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 AG from September 2010 to October 2020. Dr. Gruner began his career at Porsche and later held senior strategy roles at Mercedes-Benz and The Boston Consulting Group. | | | Dr. Gruner earned a Master’s Degree in Industrial Engineering from Karlsruhe Institute of Technology and a Ph.D. 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: 51 | Director since: 2022 | | | Glen Koval has served on the Board since September 2022 and is the Senior Vice President of Global Motorcycle Development at H-D. Mr. Koval has held several leadership positions at H-D that includes serving as Vice President of Motorcycle Development from August 2022 to July 2024, Vice President of Engineering from January 2021 to July 2022, General Manager of Engineering from May 2020 to January 2021, and Chief Engineer from January 2017 to May 2020. | | | Mr. Koval earned a B.Eng. from Marquette University and an M.B.A. 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: 48 | Director since: 2023 | | | Paul Krause has served on the Board since June 2023 and is the Chief Legal, Compliance, and Corporate Affairs Officer and Corporate Secretary of H-D. Mr. Krause joined H-D in 2016 where he has served in various roles, which includes Interim Chief Legal Officer and Assistant General Counsel. Additionally, Mr. Krause is 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 oversaw the separation of LiveWire from H-D and the process of establishing LiveWire as a separate public company. 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 earned a J.D. from Marquette University Law School and a B.Sc. in Business Administration from Drake University. 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
| Hiromichi Mizuno | Age: 60 | Director since: 2023 | | | Hiromichi Mizuno has served on the Board since June 2023 and is the Founder and CEO of Good Steward Partners, LLC. He serves as Mission Committee Member of Danone S.A. He previously served as Special Advisor to the CEO of MSCI, Inc. He is also 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, Mr. Mizuno was a partner at Coller Capital, a London-based private equity firm after working for Sumitomo Trust & Banking Co., Ltd. in Japan. | | | Mr. Mizuno earned an M.B.A. from Kellogg School of Management and a B.A. from Osaka City University. 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
| Bryan Niketh | Age: 49 | Director since: 2026 | | | Bryan Niketh has served on the Board since January 2026 and is the Chief Operating Officer of H-D. He previously served as the Chief Operating Officer and President of White River Marine Group, a manufacturer of boats and off-road vehicles, from August 2022 to December 2025. Earlier in his career, Mr. Niketh joined H-D in 2001 where he served in various roles, which included Senior Vice President of New Product Development and Global Operations from March 2020 to August 2022. | | | Mr. Niketh earned an M.B.A. from Regis University and a B.Sc. in Organizational Leadership from Purdue University. We believe Mr. Niketh is qualified to serve as a Director due to his manufacturing and operations experience, including his experience with the motorcycle and other outdoor vehicle industries. |
Director Nominees
| The Board of Directors recommends a vote “FOR” each of the seven 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 Nominating and Corporate Governance Committee does not have any specific requirements for selecting nominees as a whole but will generally evaluate each individual in the context of the Board as a whole, with the objective of assembling a Board that can best perpetuate the success of the Company and represent stockholder interests through the exercise of sound judgment using its diversity of experience. The Nominating and Corporate Governance Committee may also require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time. The guidelines for selecting nominees, which are specified in the Corporate Governance Guidelines, generally provide the Nominating and Corporate Governance Committee may take into account many factors, including:
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | personal and professional integrity, ethics and values; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | experience in corporate management, such as serving as an officer or former officer of a publicly held company; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | strong finance experience; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | relevant social policy concerns; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | experience relevant to our industry; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | experience as a board member or executive officer of another publicly held company; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | relevant academic expertise or other proficiency in an area of our operations; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | diversity of expertise and experience in substantive matters pertaining to our business relative to our other Directors; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | diversity of background and perspective; |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
| • | any other relevant qualifications, attributes or skills. |
GUIDELINES FOR SELECTING DIRECTOR NOMINEES
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 2025, 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 or fully vested deferred stock units which are not distributed until separation of service from the Board, as set forth below in respect of their service on the Board during 2025. 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 2025, 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 Director | 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. 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 to the Director’s continued service through such date. Directors may elect to defer settlement of the vested restricted stock units until the Director ceases serving on the Board. All units are settled in shares of the Company’s common stock. 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 or restricted stock units that settle after the Director ceases serving on the Board. Other Benefits. Non-employee Directors are also eligible to receive an annual clothing allowance of $500 to purchase the Company’s apparel and accessories, use of a Company motorcycle to further Company business objectives and the same discount on Company products that is provided to all Company employees.
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to the non-employee Directors who served on the Board during 2025. Jochen Zeitz, the former President and Chief Executive Officer of H-D and former Chairman of the Board, Luke Mansfield, the former Chief Commercial Officer of H-D, Mr. Koval, the Senior Vice President of Global Motorcycle Development of H-D, Mr. Krause, the Chief Legal, Compliance, and Corporate Affairs Officer and Corporate Secretary of H-D, and Mr. Root, the Chief Financial and Commercial Officer of H-D, did not receive additional compensation for their service as a Director in 2025 and do not receive additional compensation for their service as a Director, and therefore, are not included in the Director Compensation table below.
2025 DIRECTOR COMPENSATION TABLE
| DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | William Cornog | 80,000 | 125,001 | — | 205,001 | | John Garcia(5) | 95,500 | 125,001 | — | 220,501 | | Kjell Gruner | 73,000 | 125,001 | — | 198,001 | | Hiromichi Mizuno | 68,000 | 125,001 | 8,451 | 201,452 |
2025 DIRECTOR COMPENSATION TABLE
| 1. | Amounts reflect the annual cash retainers for the year ended December 31, 2025. Non-employee Directors have the option of receiving their cash retainers in the form of stock. Dr. Garcia elected to receive his annual cash retainer payment made in 2025 in the form of deferred stock units. |
2025 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. 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). |
2025 DIRECTOR COMPENSATION TABLE
| 3. | As of December 31, 2025, the non-employee Directors held outstanding restricted stock units to acquire the following number of shares of the Company’s common stock (Mr. Zeitz, Mr. Mansfield, Mr. Koval, Mr. Krause, and Mr. Root, as former or current employees of H-D, do not hold any awards to acquire the Company’s common stock): |
2025 DIRECTOR COMPENSATION TABLE
| DIRECTOR NAME | OUTSTANDING RESTRICTED STOCK UNITS (#) | | William Cornog | 121,360 | | John Garcia | — | | Kjell Gruner | 121,360 | | Hiromichi Mizuno | 121,360 |
2025 DIRECTOR COMPENSATION TABLE
| 4. | Amount reflects a tax equalization payment for compensation for Mr. Mizuno, who is not a U.S. citizen, so that he is in the same position as if he was only taxed in his country of residence. |
2025 DIRECTOR COMPENSATION TABLE
| 5. | Dr. Garcia’s service on the Board concluded upon his resignation from the Board on June 12, 2025. |
2026 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
2026 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM For 2026, the non-employee Director compensation program remains the same as 2025 and includes the same annual cash retainers described above.
2025 COMPENSATION OVERVIEW
| • | Short-Term Incentive Plan: The Human Resources Committee approved the 2025 Short Term Incentive Plan and metrics discussed in further detail below under “2025 Short-Term Incentive Plan.” Each of the NEOs were eligible to participate. |
2025 COMPENSATION OVERVIEW
| • | Long-Term Incentive Plan: The Human Resources Committee approved annual equity awards under the LiveWire Group, Inc. 2022 Incentive Award Plan for each NEO in the form of restricted stock units, which vest on each of the first three anniversaries of the date of the grant. |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table discloses compensation paid to our NEOs in 2024 and 2025, as applicable.
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 | 2025 | 600,000 | — | 1,800,001 | 480,001 | — | 29,750 | 2,909,752 | | | 2024 | 600,000 | — | 1,800,007 | 600,000 | — | 29,325 | 3,029,332 | | Allen Gerrard General Counsel & Board Secretary | 2025 | 300,866 | — | 225,000 | 100,801 | — | 25,822 | 652,489 | | Ryan Ragland(5) Head of Product Development & Design | 2025 | 300,000 | — | 285,004 | 96,001 | — | — | 681,005 | | | 2024 | 261,538 | — | 150,009 | 97,252 | — | 32,924 | 541,723 | | Tralisa Maraj(6) Former Chief Financial Officer | 2025 | 214,712 | — | 462,001 | — | — | 8,996 | 685,709 | | | 2024 | 385,000 | — | 462,001 | 288,750 | — | 28,648 | 1,164,399 |
SUMMARY COMPENSATION TABLE
| (1) Amounts reflect the base salary earned by our NEOs. |
SUMMARY COMPENSATION TABLE
| (2) Amounts shown 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). |
SUMMARY COMPENSATION TABLE
| (3) The amounts reported in this column for 2025 include the amounts each NEO earned under his or her STIP award for 2025, which were paid during 2026. 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. |
SUMMARY COMPENSATION TABLE
| (4) Amounts reported in the All Other Compensation column for 2025 consisted of 401(k) plan Company matching and retirement contributions. |
SUMMARY COMPENSATION TABLE
| (5) Mr. Ragland was appointed to the position of Head of Product Development & Design on September 30, 2024. |
SUMMARY COMPENSATION TABLE
| (6) Ms. Maraj resigned from the Company effective July 11, 2025. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table presents information regarding outstanding equity awards held as of December 31, 2025 by our NEOs. All equity awards held by Ms. Maraj were forfeited in connection with the conclusion of her employment during 2025, such that none were outstanding at December 31, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | | Karim Donnez | 989,120 | 4,371,910 | | Allen Gerrard | 98,146 | 433,805 | | Ryan Ragland | 130,621 | 577,345 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| 1. | The amounts in this column consist of unvested restricted stock units. The value of the awards in this column is based on the closing price of the underlying common stock on December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| 2. | Restricted stock units (“RSUs”) vest as follows: |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| NAME | RSU VESTING DATE | NUMBER OF RSUS | | Karim Donnez | June 2026 | 98,136 | | | February 2026 | 67,340 | | | February 2027 | 67,341 | | | February 2026 | 252,101 | | | February 2027 | 252,101 | | | February 2028 | 252,101 | | Allen Gerrard | June 2026 | 1,804 | | | June 2027 | 1,804 | | | February 2026 | 31,512 | | | February 2027 | 31,513 | | | February 2028 | 31,513 | | Ryan Ragland | February 2026 | 6,840 | | | February 2026 | 5,612 | | | February 2027 | 5,612 | | | February 2026 | 31,512 | | | February 2027 | 31,513 | | | February 2028 | 31,513 | | | August 2026 | 6,006 | | | August 2027 | 6,006 | | | August 2028 | 6,007 |