Karim Donnez
About Karim Donnez
Karim Donnez is Chief Executive Officer of LiveWire (appointed June 12, 2023). He is 48 years old and holds an MSc in Engineering from Arts et Métiers ParisTech and an MBA from HEC Montréal . Prior roles include President of BRP’s Marine Group and senior leadership at Rio Tinto, with earlier consulting experience at Accenture . Executive incentives in 2024 were tied to LiveWire unit sales and cash burn, each weighted 50%, with a target annual cash incentive equal to 100% of base salary; his 2024 payout equaled target ($600,000) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bombardier Recreational Products (BRP) | President, Marine Group | May 2022–Jun 2023 | Led BRP’s Marine Group through growth and transformation initiatives . |
| BRP | SVP, Marine Group | Feb 2020–May 2022 | Senior leadership for Marine operations . |
| BRP | SVP, Strategy, Business Development, IS&T and Transformation | Jul 2015–Feb 2020 | Corporate strategy and transformation leadership . |
| Rio Tinto | Leadership roles incl. GM, Refinery & Energy, Rio Tinto Kennecott | Not disclosed (prior to 2015) | Oversaw business transformation initiatives and energy/refinery operations . |
| Accenture | Analyst to Senior Manager | 2000–2008 | Strategy/operations consulting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Oliva Tech | Director | Not disclosed | Current board service . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 323,077 | 600,000 |
| Target annual bonus (% of salary) | 100% (prorated in 2023) | 100% |
| Actual annual bonus paid ($) | 250,291 (paid 2024 for 2023 STIP) | 600,000 |
| Stock awards ($, grant date fair value) | 3,000,000 (initial RSU grant) | 1,800,007 (annual RSUs) |
| Option awards ($) | — | — |
| All other compensation ($) | — (summary table) | 29,325 (401k/match) |
| Total compensation ($) | 3,573,368 | 3,029,332 |
Notes:
- 2024 salaries unchanged for Donnez (CEO $600k) .
- 2024 perquisites and tax gross-ups: none provided; the company did not provide perquisites or tax gross-ups in 2024 .
- For 2023, the proxy’s detailed narrative lists a 401(k) contribution of $14,769 for Donnez, though the summary table shows “—” in All Other Compensation .
Performance Compensation
2024 Short-Term Incentive Plan (STIP)
| Metric | Weighting | Target | Actual payout (CEO) |
|---|---|---|---|
| LiveWire unit sales | 50% | 100% of salary | 600,000 |
| LiveWire cash burn | 50% | 100% of salary | 600,000 |
- Committee selected metrics to drive growth while managing cash/expenses; unit-sales metrics were aligned to public guidance; no discretionary adjustments applied for 2024 .
Long-Term Incentives
- Initial CEO equity: $3,000,000 in RSUs granted upon hire; vesting in three equal annual installments on the 1st, 2nd, and 3rd anniversaries of grant, subject to continued service and certain accelerated vesting provisions .
- 2024 annual grant: RSUs granted Feb 19, 2024, vesting one-third on each of the first three anniversaries of grant, subject to continued service .
CEO RSU Vesting Schedule (Initial Grant)
| Vesting date | Shares vesting |
|---|---|
| June 2024 | 98,135 |
| June 2025 | 98,136 |
| June 2026 | 98,136 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares beneficially owned | Percent of outstanding | Pledged? |
|---|---|---|---|
| Karim Donnez | 35,699 | * (<1%) | To our knowledge, no executive/Director shares are pledged . |
- Shares outstanding at that date: 203,566,228 .
Outstanding Equity (as of Dec 29, 2023; close $11.31)
| Award type | Unvested units | Market value at 12/29/23 |
|---|---|---|
| LiveWire RSUs | 294,407 | $3,329,743.17 |
Ownership Policies
- Stock ownership guidelines: CEO required to hold LiveWire equity equal to 6x annual salary; 5-year compliance window (from role start or Feb 13, 2023, whichever is longer). RSUs count toward compliance .
- Anti-hedging/anti-pledging: Prohibits short-sales, options/derivatives, hedging, and pledging/margin of Company stock for all employees, officers, Directors and family members .
- Clawback: Company will recover excessive incentive-based compensation from covered officers upon a required accounting restatement, consistent with SEC rules .
Employment Terms
- Appointment and role: Appointed CEO effective June 12, 2023 .
- Offer terms: Base salary $600,000; target annual cash incentive 100% of base (prorated for 2023; 100% target in 2024); target long-term equity incentive 300% of base salary beginning in 2024; initial $3,000,000 RSU grant vesting over three years with certain accelerated vesting provisions .
- Executive Severance Plan (LiveWire): If terminated without cause (or other qualifying termination), CEO receives lump-sum severance equal to 12 months’ base salary; prorated STIP (based on actual performance); lump-sum equal to 12 months of certain benefits; and $10,000 for outplacement, subject to restrictive covenants and release of claims. 280G “cutback” applies if payments would be excess parachute payments (pay reduced only if after-tax value within 110% of reduced amounts) .
- Other 2024 policies: No perquisites and no tax gross-ups were provided in 2024 .
- Certifications: CEO executed SOX 302/906 certifications on FY2024 10-K .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentive metrics (unit sales and cash burn) directly align to volume growth and liquidity discipline; CEO’s payout equaled target ($600k), indicating formulaic achievement of plan goals without discretionary adjustments . Equity LTI is primarily time-based RSUs (no options/PSUs disclosed), which provides retention but dilutes performance leverage versus option- or PSU-heavy designs .
- Vesting-related supply: Approximately 98k RSUs vest for the CEO in June 2025 and June 2026, after ~98k vested in June 2024, creating potential periodic selling pressure around vest dates depending on tax-withholding and personal diversification needs .
- Alignment and governance safeguards: Robust ownership guidelines (6x salary), anti-hedging/anti-pledging policy, and a clawback framework support alignment and reduce forced-selling/hedging risks; 2025 proxy also states no known pledging of executive/Director shares .
- Retention risk: The Executive Severance Plan provides standard protections (12 months salary/benefits and prorated STIP), plus meaningful outstanding unvested RSUs (historically 294k units at 12/29/23), collectively supporting retention through multi-year vesting .