Luke Mansfield
About Luke Mansfield
Luke Mansfield (age 48) is a director of LiveWire Group, Inc. since February 2024 and currently serves as Chief Commercial Officer at Harley-Davidson (H-D); he previously held roles as VP–Chief Strategy Officer (2018–2020) and VP–Motorcycle Management (2020–January 2024) at H-D. He is not an independent director and is a member of LiveWire’s Nominating and Corporate Governance Committee; he holds an M.D. in Chemistry from the University of Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley-Davidson, Inc. | Vice President – Chief Strategy Officer | 2018–2020 | Led corporate strategy; foundation for product and growth agenda |
| Harley-Davidson, Inc. | Vice President – Motorcycle Management | 2020–Jan 2024 | Oversaw motorcycle portfolio management; operating leadership |
| Various companies (automotive, consumer electronics, FMCG) | Global leadership roles (growth, product, strategy, innovation) | Not specified | Broad cross-industry commercialization experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harley-Davidson, Inc. | Chief Commercial Officer | Oct 2018–present | Current role; indicates deep commercial linkage with controlling stockholder of LVWR |
Board Governance
- Independence: Not independent; H-D remains LVWR’s controlling stockholder, and LVWR utilizes NYSE “controlled company” exemptions (committees not fully independent) .
- Committee assignments: Member, Nominating and Corporate Governance Committee (NCGC); not a chair .
- Attendance: In 2024, the Board met 7 times; each director attended at least 75% of Board and applicable committee meetings. NCGC met 4 times in 2024 .
- Lead Independent Director: Dr. John Garcia serves as Independent Lead Director .
- Conflicts governance: A fully independent Conflicts Committee (Cornog, Garcia, Gruner; Cornog chair) oversees transactions with H-D .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | $0 | Directors who are employees of LVWR or H-D do not receive additional Board compensation |
| Committee membership/Chair fees | $0 | Not applicable to H-D employee directors |
| Meeting fees | $0 | Not applicable to H-D employee directors |
Performance Compensation
| Component | Grant Details | Vesting | Notes |
|---|---|---|---|
| Equity awards (RSUs/DSUs) | None | N/A | H-D employee directors do not receive LVWR director equity awards |
| Options | None | N/A | No option awards disclosed for directors; non-employee directors receive RSUs only |
| Performance metrics | Not applicable | N/A | Director pay not tied to financial/ESG metrics; non-employee director program is time-vested RSUs |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Harley-Davidson, Inc. | Chief Commercial Officer | N/A | LVWR is a controlled company; extensive related-party agreements with H-D (manufacturing, services, trademark, tax, convertible loan), creating ongoing conflict exposure |
Expertise & Qualifications
- 20+ years leading growth, product, strategy, and innovation; senior leadership across automotive and consumer sectors, aligned with LVWR’s EV motorcycle commercialization needs .
- Current H-D CCO provides deep market, brand, and channel expertise but also indicates affiliation risk for LVWR governance .
- Education: M.D. in Chemistry, University of Oxford .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledged |
|---|---|---|---|---|---|
| Luke Mansfield | 0 | <1% (footnote “*”) | None disclosed | None disclosed | Company policy prohibits hedging and pledging for all directors |
Governance Assessment
- Alignment and incentives: As an H-D employee director, Mansfield receives no LVWR director cash or equity, reducing direct LVWR pay-driven alignment; he also holds no LVWR shares, limiting “skin in the game” at LVWR. Anti-hedging/pledging policy is a positive safeguard .
- Committee effectiveness: Mansfield serves on NCGC; LVWR uses controlled company exemptions, and NCGC is not entirely independent. Conflicts Committee is fully independent and active, which mitigates—but does not eliminate—controlled company risks .
- Independence and conflicts: Not independent; significant related-party exposure given LVWR’s extensive agreements with H-D (New Master Services Agreement with 7-year term, cost-plus fees and termination rights; Contract Manufacturing Agreement with cost-plus 6% markup and exclusivity; Trademark License renewals; Tax Matters Agreement; $100M convertible delayed-draw term loan). Governance relies heavily on independent committees to review and approve conflicts .
- Engagement: Board and committees met regularly in 2024, with ≥75% attendance by all directors; independent directors hold executive sessions .
- Say-on-pay context: As an Emerging Growth Company, LVWR utilizes exemptions (e.g., no say‑on‑pay), which reduces shareholder advisory signals on compensation; this elevates the importance of transparent conflicts oversight and director independence practices .
RED FLAGS
- Not independent; current H-D CCO seated on LVWR’s board and NCGC, while LVWR is a controlled company with multiple material related‑party agreements with H-D (services, manufacturing, trademark, tax, financing) .
- Zero LVWR share ownership; no LVWR director equity awards due to H-D employment, limiting direct ownership alignment at LVWR .
- Controlled company exemptions mean key committees (NCGC, HRC) are not entirely independent, potentially diluting minority shareholder protections, though Conflicts Committee is fully independent .