Hiromichi Mizuno
About Hiromichi Mizuno
Hiromichi Mizuno, age 59, is an independent director of LiveWire Group, Inc. (LVWR) since June 2023. He serves on the Audit and Finance Committee and the Sustainability and Safety Committee. Mizuno is the former Executive Managing Director and CIO of Japan’s GPIF, founder/CEO of Good Steward Partners, and has extensive international finance and EV-sector experience; he holds an M.B.A. from Kellogg and a B.A. from Osaka City University .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Government Pension Investment Fund (GPIF), Japan | Executive Managing Director & Chief Investment Officer | — | Led world’s largest pension fund (AUM ~$1.5T) |
| Coller Capital | Partner | — | Private equity investing |
| Sumitomo Trust & Banking Co., Ltd. | Banker | — | — |
| United Nations | Special Envoy of the U.N. Secretary General on Innovative Finance & Sustainable Investments | — | Global sustainable finance leadership |
| Ministry of Economy, Trade and Industry (METI), Japan | Special Advisor to the Minister | — | Policy advisory |
| Tesla, Inc. | Non-Executive Board Member (former) | — | Board oversight at EV leader |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Good Steward Partners, LLC | Founder & CEO | Current | Founder-led investment/advisory platform |
| MSCI, Inc. | Special Advisor to the CEO | Current | Advisory role to index/ESG provider |
| Danone S.A. | Mission Committee Member | Current | Mission/ESG-focused committee |
| Harvard Business School | Executive Fellow | — | Academic involvement |
| University of Oxford (SBS) | Executive in Residence; Global Leadership Council Member | — | Academic involvement |
| University of Cambridge (Judge) | Visiting Fellow | — | Academic involvement |
| Northwestern University (Kellogg) | Senior Fellow | — | Academic involvement |
| Osaka University Graduate School of Medicine | Guest Professor | — | Academic involvement |
| CiRA Foundation (Kyoto University) | Advisor | — | iPS cell research foundation |
Board Governance
- Independence and Board Structure: The Board determined Mizuno is an independent director. LiveWire is a “controlled company” under NYSE rules due to H‑D’s >50% ownership and uses certain exemptions (e.g., not all committees are fully independent) .
- Committees and 2024 Activity:
- Audit & Finance Committee (member; committee fully independent; 6 meetings in 2024; members meet NYSE financial literacy; Cornog is chair) .
- Sustainability & Safety Committee (member; 4 meetings in 2024; Gruner is chair) .
- Board Leadership and Attendance: Independent Lead Director is Dr. John Garcia. The Board held 7 meetings in 2024 and each director attended ≥75% of aggregate Board and committee meetings; independent directors meet in executive session from time to time .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging company stock; quarterly trading windows and preclearance apply .
| Committee | Role | 2024 Meetings | Independence Notes |
|---|---|---|---|
| Audit & Finance | Member | 6 | Committee composed entirely of independent directors; all members financially literate |
| Sustainability & Safety | Member | 4 | Focus on sustainability/safety strategy and oversight |
Fixed Compensation
- Program design (non-employee directors):
- Annual cash retainer: $60,000; Committee member fees (A&F $8,000; HRC $5,000; NCGC $5,000); Committee chair fees (A&F $10,000; HRC $7,500; NCGC $6,500); Lead Independent Director fee $20,000 .
- Annual equity: RSUs with grant-date fair value $125,000; vesting on the earlier of the next annual meeting or grant anniversary; directors may elect to defer settlement; can elect to take cash retainers in stock or RSUs .
- 2025 director program unchanged from 2024 .
- 2024 actual for Mizuno: He elected to receive his cash retainer in RSUs; Fees earned/paid: $70,009; Stock awards (grant-date fair value): $125,006; Total: $195,015 .
| Component | Structure / Amount | 2024 Actual (Mizuno) |
|---|---|---|
| Cash Retainer | $60,000 annual; committee member A&F $8,000; other committees per policy | $70,009 fees; elected to receive retainer in RSUs |
| Equity (Annual RSU) | $125,000 grant-date fair value; vests by next annual meeting/anniversary | $125,006 grant-date fair value |
| Other | Apparel allowance $500; motorcycle use; employee product discounts | Eligible per policy |
Performance Compensation
- Director equity is time-based; no performance metrics are used for non-employee director compensation (annual RSUs vest with service) .
| Performance Metric | Weight | Threshold/Target/Max | Used in Director Pay? |
|---|---|---|---|
| None (time-based RSUs only) | — | — | No performance linkage |
Other Directorships & Interlocks
| Company / Organization | Role | Current/Past | Potential Interlock/Notes |
|---|---|---|---|
| Tesla, Inc. | Non-Executive Board Member | Past | EV ecosystem experience; not a motorcycle competitor |
| MSCI, Inc. | Special Advisor to CEO | Current | No disclosed LVWR transactions |
| Danone S.A. | Mission Committee Member | Current | No disclosed LVWR transactions |
Expertise & Qualifications
- International finance and EV-sector expertise; former CIO of GPIF; prior PE partner (Coller); policy and ESG finance leadership (UN Special Envoy) .
- Audit & Finance Committee member meeting NYSE financial literacy standards, supporting board financial oversight .
- Education: M.B.A. (Kellogg School of Management), B.A. (Osaka City University) .
Equity Ownership
- Beneficial ownership and alignment: Mizuno beneficially owned 71,980 shares as of March 24, 2025 (<1%); no pledging of shares disclosed. Non-employee director stock ownership guideline is 5x the annual retainer within five years (from election or Feb 13, 2023, whichever is longer). He held 18,969 outstanding RSUs at 12/31/2024 . Anti-hedging/pledging policy applies to directors .
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 71,980 (<1%) as of 3/24/2025 |
| Outstanding RSUs (12/31/2024) | 18,969 |
| Shares Pledged as Collateral | None disclosed for any director/executive officer |
| Ownership Guidelines | 5x annual retainer; 5-year compliance window |
| Anti-Hedging/Pledging Policy | Hedging and pledging prohibited for directors |
Governance Assessment
-
Strengths
- Independent director with deep capital markets/ESG credentials; member of Audit & Finance Committee meeting independence and financial literacy standards, strengthening financial oversight .
- Clear equity alignment: elected to receive cash retainer in RSUs; annual director RSU grant provides ongoing ownership exposure .
- Anti-hedging/anti-pledging policy enhances alignment and reduces risk of misalignment .
- Attendance: Board-level disclosure indicates all directors met at least 75% attendance in 2024 .
-
Watch Items
- Controlled company status: H‑D’s majority ownership allows NYSE governance exemptions; some committees are not fully independent (systemic governance risk). Oversight of H‑D related-party arrangements is assigned to an independent Conflicts Committee (Mizuno is not a member) .
- Extensive ongoing related-party agreements with H‑D (services, manufacturing, licensing, tax, financing) create structural conflicts; mitigated by the independent Conflicts Committee’s mandate and audit oversight .
-
Red Flags
- None specific to Mizuno identified in the proxy: no pledging/hedging; no delinquent Section 16 filings noted for him; committee independence/literacy requirements met .