Jonathan Root
About Jonathan Root
Jonathan Root (age 51) has served on the LiveWire Group, Inc. (LVWR) Board since July 2023. He is Chief Financial Officer and President Commercial of Harley-Davidson, Inc. (“H-D”), LiveWire’s controlling shareholder, and previously led Harley-Davidson Financial Services (HDFS), including Eaglemark Savings Bank and Harley-Davidson Insurance. He holds an MBA from the University of Detroit Mercy and a B.Sc. in Corporate Finance from Wayne State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley-Davidson, Inc. | CFO and President Commercial | Current | Senior financial leadership for controlling shareholder; significant influence over LVWR-related transactions |
| Harley-Davidson Financial Services (HDFS) | SVP; President of Eaglemark Savings Bank; President of Harley-Davidson Insurance; President of HDFS subsidiaries | 2011–2023 | Led retail lending, credit card partnerships, commercial lending, insurance operations |
| Ally Financial / GMAC Financial Services | Various roles | Prior to 2011 | Corporate finance and financial services experience |
| General Motors | Various roles | Prior to 2011 | Corporate finance experience |
External Roles
- No other public company directorships disclosed in the proxy; role is as an H-D executive (not a separate public board) .
Board Governance
| Attribute | Detail | Evidence |
|---|---|---|
| Independence status | Not independent | “Independent: No” in director nominees table |
| Board tenure | Since July 2023 | Director since July 2023 |
| Committees | Human Resources Committee (member); Nominating & Corporate Governance Committee (member) | Committee roster lists Root as HRC and NCGC member |
| Chair roles | None | No chair designation for Root |
| Lead Independent Director | Dr. John Garcia | Identified as Independent Lead Director |
| Board meetings held (2024) | 7 | Board meetings disclosure |
| Attendance | ≥75% of Board and committee meetings for all directors | Attendance statement for 2024 |
| Executive sessions | Independent directors meet in executive session | Governance disclosure |
| Controlled company | LVWR is a “controlled company” under NYSE rules (H-D >50%); committee independence exemptions utilized | Controlled company disclosure and exemptions |
Fixed Compensation
- Employees of LVWR or H-D who serve on the LVWR Board do not receive additional director compensation; therefore, Root received no director fees or equity grants for board service in 2024 .
Performance Compensation
- Not applicable for LVWR director service; non-employee director equity/retainer program does not apply to H-D employees like Root .
Other Directorships & Interlocks
| Individual | LVWR Role | H-D Role | Interlock/Implication |
|---|---|---|---|
| Jochen Zeitz | Chair, Director | H-D President & CEO; H-D Chair | Significant influence; not independent |
| Glen Koval | Director | H-D SVP Global Motorcycle Development | Management interlock |
| Paul Krause | Director | H-D Chief Legal Officer, Chief Compliance Officer, Corporate Secretary | Legal/governance interlock |
| Luke Mansfield | Director | H-D Chief Commercial Officer | Commercial interlock |
| Jonathan Root | Director | H-D CFO and President Commercial | Finance interlock; potential conflicts on LVWR governance/comp |
The concentration of H-D executives on LVWR’s Board, combined with the “controlled company” status, increases related-party and influence risk for minority shareholders .
Expertise & Qualifications
- Financial acumen: 25+ years in financial services and corporate finance; CFO of H-D; prior roles at Ally/GMAC/GM .
- Operational leadership: Led lending, insurance, and commercial operations at HDFS; senior commercial leadership at H-D .
- Education: MBA (University of Detroit Mercy); B.Sc. Corporate Finance (Wayne State University) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent | Pledged as Collateral |
|---|---|---|---|
| Jonathan Root | 0 | <1% | None; company states no executive officer or director shares are pledged |
- Insider trading and anti-hedging/anti-pledging policy: LVWR prohibits hedging and pledging of company stock by directors and their family members .
Related-Party Transactions & Exposure (H-D)
| Agreement | Date | Key Terms | Governance Control/Review |
|---|---|---|---|
| New Master Services Agreement | Effective Jan 1, 2025 | H-D provides selected services; flat monthly fee, cost-plus markup; 7-year term; renewal by mutual agreement; termination on breach or change of control/volume conditions; joint steering committee to adjust fees | |
| Contract Manufacturing Agreement | Sep 26, 2022; amended Feb 14, 2024 | H-D exclusive manufacturer for defined period; cost-plus 6% markup; minimum volume commitments; warranties; termination provisions; exclusivity extended 1 year | |
| Trademark License Agreement | Sep 26, 2022; auto-renewed Sep 26, 2024 | Royalty-free license; H-D prior written approval for uses beyond pre-approved; quality controls; two-year auto-renewal cycle | |
| Joint Development Agreement | Sep 26, 2022 | EV development IP allocation; mutual termination; licensing scope limited to EV products for LVWR | |
| Employee Matters Agreement | Sep 26, 2022 | Allocation of employee/benefit liabilities; RSUs conversion to cash payments; 2022 Incentive Award Plan established | |
| Tax Matters Agreement | Sep 26, 2022 | Consolidated tax filings with H-D; LVWR pays separate federal/state liabilities; H-D may use LVWR tax attributes without compensation | |
| Convertible Delayed Draw Term Loan | Feb 14, 2024 | Up to $100 million term loans to LVWR from H-D | |
| Registration Rights Agreement | Sep 26, 2022 | Shelf registration obligations; lock-up provisions; Conflicts Committee oversight for early-release events |
The Conflicts Committee (composed entirely of independent directors) reviews and approves new material LVWR–H-D arrangements and certain equity sale events by H-D, providing a governance control; Root is not a member of the Conflicts Committee .
Fixed Director Compensation (Program Reference – Not applicable to Root)
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Non-Employee Director Retainer | 60,000 | Paid after annual meeting; option to take in stock/RSUs |
| Audit & Finance Chair | 10,000 | Additional cash retainer |
| Human Resources Chair | 7,500 | Additional cash retainer |
| Nominating & Corporate Governance Chair | 6,500 | Additional cash retainer |
| Audit & Finance Member | 8,000 | Additional cash retainer |
| Human Resources Member | 5,000 | Additional cash retainer |
| Nominating & Corporate Governance Member | 5,000 | Additional cash retainer |
| Equity Grant | 125,000 (grant-date fair value) | RSUs vest by next annual meeting; deferral optional |
- Ownership guidelines: Non-employee directors must hold 5x retainer within 5 years; employees of LVWR/H-D (including Root) are not subject to these guidelines .
Compensation Committee Analysis
- Human Resources Committee (HRC) members: Cornog (independent), Garcia (independent, Chair), Krause (non-independent), Root (non-independent) .
- Use of independent consultant: Meridian Compensation Partners LLC advised on STIP metrics and design (for executives) .
- Controlled company exemptions utilized: Compensation and Nominating committees are not composed entirely of independent directors, a notable governance deviation permitted under NYSE “controlled company” rules .
Equity Ownership Alignment
- Root holds no LVWR shares, reducing “skin-in-the-game” at the issuer level; director stock ownership guidelines apply only to non-employee directors, thus Root is exempt .
Governance Assessment
- Independence and Interlocks: Root is not independent and serves as H-D’s CFO, while H-D controls LVWR and is party to extensive related agreements; Root’s committee memberships (HRC, NCGC) elevate perceived influence risk on pay/governance design for LVWR’s minority shareholders. RED FLAG: Non-independence plus multiple H-D executives on LVWR Board .
- Conflicts Oversight: Independent Conflicts Committee exists and reviews material LVWR–H-D arrangements and certain H-D share sale events, which partially mitigates conflict risk; Root is not on this committee .
- Attendance and Engagement: Board held seven meetings in 2024, and all directors met the ≥75% attendance threshold, supporting baseline engagement .
- Director Pay Alignment: Root receives no LVWR board compensation (no cash/equity retainers), limiting direct pay-for-performance alignment at LVWR but also avoiding potential fee-based conflicts .
- Related-Party Exposure: Significant operational and financial ties to H-D (manufacturing, services, IP, tax, financing, and trademark licensing), including a $100M convertible loan facility; RED FLAG: Concentrated dependence on controlling shareholder increases counterparty risk and non-arm’s-length concerns, albeit with committee and contractual controls .
- Policies: Anti-hedging/anti-pledging policy and code of ethics reduce trading/alignment risks; clawback policy applies to LVWR covered officers, not to H-D employees serving on LVWR’s Board .
- Ownership: No shares or pledging by Root; company states no director or officer pledging of LVWR shares, a positive signal .
Overall signal: Board effectiveness is constrained by controlled-company dynamics and H-D executive interlocks. The presence of an independent Conflicts Committee is a key mitigant, but Root’s role on HRC/NCGC, combined with zero LVWR share ownership, represents a governance alignment challenge for minority investors .