Kjell Gruner
About Kjell Gruner
Dr. Kjell Gruner, age 57, has served as an independent director of LiveWire Group, Inc. since September 2022. He is President and CEO of Volkswagen Group of America (since December 2024) and previously served as Chief Commercial Officer and President, Business Growth at Rivian (September 2023–July 2024) and as President & CEO of Porsche Cars North America (November 2020–July 2023). He holds a Master’s degree from Karlsruhe Institute of Technology and a Ph.D. in Marketing from WHU–Otto Beisheim School of Management, with earlier leadership roles including global Chief Marketing Officer at Porsche and Director of Strategy for Mercedes‑Benz Cars at Daimler AG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Porsche Cars North America | President & CEO | Nov 2020 – Jul 2023 | Led U.S. operations; extensive brand strategy experience |
| Porsche (global) | Chief Marketing Officer | Sep 2010 – Oct 2020 | Global brand and marketing leadership |
| Daimler AG (Mercedes‑Benz Cars) | Director of Strategy | 2004 – 2010 | Strategic planning and product strategy |
| Porsche; Boston Consulting Group | Management/Consulting roles | Not disclosed | Early career roles (dates not disclosed) |
External Roles
| Organization | Role | Status/Timing |
|---|---|---|
| Volkswagen Group of America | President & CEO | Since Dec 2024 |
| Rivian | Chief Commercial Officer; President, Business Growth | Sep 2023 – Jul 2024 |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by the Board under NYSE rules |
| Board tenure | Director since September 2022 |
| Board/Committee attendance | Board held 7 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings. Independent directors met in executive session periodically |
| Committees | Audit & Finance Committee (Member) ; Conflicts Committee (Member) ; Nominating & Corporate Governance Committee (Member) ; Sustainability & Safety Committee (Chair) |
| Committee meeting counts (2024) | Audit & Finance: 6 ; Sustainability & Safety: 4 ; Conflicts: 1 ; Nominating & Corporate Governance: 4 |
| Lead Independent Director | Dr. John Garcia (not Gruner) |
| Controlled company status | H‑D controls >50% of voting power; LiveWire utilizes NYSE “controlled company” exemptions (committees not required to be fully independent) |
Fixed Compensation
| Component | Program Rate (Annual) | Actual 2024 Cash Fees ($) |
|---|---|---|
| Non‑Employee Director Retainer | $60,000 | |
| Audit & Finance Committee – Member | $8,000 | |
| Nominating & Corporate Governance – Member | $5,000 | |
| Conflicts Committee – Member | Not disclosed | |
| Sustainability & Safety – Chair | Not disclosed (no chair fee listed) | |
| Total Fees Earned (Cash) | $73,000 |
Notes:
- Cash fees align with $60,000 base retainer + $8,000 Audit & Finance member + $5,000 Nominating & Corporate Governance member; no specific cash fee disclosed for Conflicts Committee membership or Sustainability & Safety chair .
Performance Compensation
| Equity Component | Grant Value ($) | Vesting Terms | Outstanding RSUs (#) |
|---|---|---|---|
| Annual RSU Award | $125,006 (grant‑date fair value) | RSUs granted the day after the annual meeting; vest on the earlier of the next annual meeting or the anniversary of the grant date, subject to continued service; directors may elect to defer settlement | 18,969 |
- Directors may elect to receive cash retainers in the form of fully vested shares or RSUs; Gruner’s 2024 cash retainer was paid in cash (others elected stock) .
- No performance‑conditioned equity disclosed for directors (RSUs are time‑based) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Gruner in the proxy |
| Corporate roles with potential industry interlocks | Current CEO of Volkswagen Group of America (automotive). Prior executive roles at Rivian and Porsche (EV/auto). These roles indicate deep sector ties but no LiveWire‑disclosed related‑party transactions tied to Gruner personally . |
| Board interlocks at LiveWire | LiveWire board includes multiple H‑D executives; Gruner is independent and sits on the Conflicts Committee that oversees H‑D‑related arrangements . |
Expertise & Qualifications
- Extensive automotive leadership (VW Group of America CEO; prior Rivian CCO/President; Porsche Cars North America CEO) and global brand strategy (global CMO at Porsche) .
- Strategic planning experience (Director of Strategy, Mercedes‑Benz Cars at Daimler) .
- Academic credentials: Master’s degree (Karlsruhe Institute of Technology); Ph.D. in Marketing (WHU–Otto Beisheim) .
- Financial literacy for Audit & Finance Committee service (Board determined all members meet NYSE financial literacy requirements) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 18,969; less than 1% of shares outstanding |
| RSUs outstanding (as of 12/31/2024) | 18,969 |
| Pledged shares | None known; company states to its knowledge no shares of common stock beneficially owned by any executive officer or director have been pledged |
| Director ownership guidelines | Required minimum = 5x annual retainer; compliance period = five years from election or Feb 13, 2023, whichever longer |
Governance Assessment
-
Strengths
- Independent director with multi‑committee engagement (Audit & Finance; Conflicts; Nominating & Corporate Governance) and chair of Sustainability & Safety, supporting board oversight across financial controls, related‑party matters, governance, and ESG/safety .
- Audit & Finance Committee independence and financial literacy affirmed; presence of Conflicts Committee composed entirely of independent directors mitigates controlled‑company risks tied to H‑D relationships .
- Anti‑hedging and anti‑pledging policy enhances alignment; clawback policy for incentive‑based pay (company‑wide) .
- Attendance: Board met 7 times in 2024; directors attended at least 75% of Board/committee meetings, indicating engagement .
-
Watch items / RED FLAGS
- Controlled company exemptions: LiveWire utilizes NYSE exemptions (e.g., Nominating & Governance and Compensation committees not necessarily fully independent), reducing some stockholder protections versus non‑controlled issuers .
- Section 16(a) delinquency: One Form 4 for Gruner’s sale on May 21, 2024 was filed one day late due to a company administrative error (minor process lapse) .
- Industry interlocks: Current leadership role at Volkswagen Group of America and prior roles at Rivian and Porsche create potential perception risks around industry information flows; no related‑party transactions disclosed specific to Gruner, and Conflicts Committee oversight is in place .
-
Compensation alignment
- Director pay structure is standard: modest cash retainer plus annual time‑based RSUs; no options or performance equity; directors can defer settlement, and ownership guidelines require 5x retainer, supporting alignment over time .
Related‑Party Exposure (Context)
- H‑D retains control (>50% voting power) and LiveWire is party to extensive agreements with H‑D (Master Services Agreement, Contract Manufacturing Agreement, Registration Rights, Trademark License, Joint Development, Tax Matters, etc.). The Conflicts Committee (including Gruner as member) reviews and approves material arrangements and amendments to mitigate conflicts .
Director Compensation Detail (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $73,000 |
| Stock Awards (Grant‑Date Fair Value) | $125,006 |
| Total | $198,006 |
Program terms:
- Non‑employee director retainer $60,000; committee member fees (AFC $8,000; HRC $5,000; NCGC $5,000); chair fees disclosed for Audit & Finance ($10,000), Human Resources ($7,500), NCGC ($6,500); RSU annual grant $125,000 grant‑date fair value, vest at next annual meeting or anniversary; directors may elect to receive cash retainers in stock/RSUs or defer RSU settlement until service ends .
Insider Trades & Compliance Notes
- Section 16(a) compliance: All required filings timely except one Form 4 for Gruner’s sale (May 21, 2024) filed one day late due to company administrative error .
Summary Signals for Investors
- Independent director with deep EV/auto commercialization and brand expertise across VW, Rivian, and Porsche, contributing to board effectiveness in product, growth, and ESG/safety oversight .
- Governance mitigants include Conflicts Committee composed of independent directors (including Gruner) amid controlled‑company structure, and robust anti‑hedge/pledge and clawback policies .
- Watch for controlled‑company exemptions and process rigor around Section 16 compliance; director equity/time‑based RSUs and ownership guidelines support alignment, though absence of performance‑based equity for directors places emphasis on long‑term service‑based alignment rather than pay‑for‑performance .