William Cornog

About William Cornog

Independent director of LiveWire Group, Inc. since September 2022; age 60 as of April 3, 2025. He chairs the Audit and Finance Committee and the Conflicts Committee, is designated the Board’s audit committee financial expert, and serves on the Human Resources and Nominating & Corporate Governance Committees. Previously head of KKR Capstone (2002–2022), with prior operating and consulting roles; education: B.A., Stanford; M.B.A., Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence and structure

  • The Board has determined Cornog is independent; LVWR is a “controlled company” (H‑D >50% ownership) and uses certain NYSE exemptions (not all committees are fully independent), but the Audit & Finance Committee is fully independent under Rule 10A‑3 .
  • Dr. John Garcia serves as Independent Lead Director; independent directors hold periodic executive sessions .

• Committee assignments and activity (2024)

  Committee	Role	Independence	2024 Meetings
  Audit & Finance	Chair; Financial Expert	Committee fully independent; Cornog independent	6
  Conflicts	Chair	Committee entirely independent	1
  Human Resources	Member	Mixed composition; Cornog independent	7
  Nominating & Corporate Governance	Member	Mixed composition; Cornog independent	4

• Attendance

  • Board held seven meetings in 2024; each director attended ≥75% of Board and committee meetings for which they served .

Fixed Compensation

• Program (Non‑employee directors)

  • Annual cash retainer: $60,000; Committee chair retainers: Audit & Finance $10,000; Human Resources $7,500; Nominating & Corporate Governance $6,500; Committee member retainers: Audit & Finance $8,000; Human Resources $5,000; Nominating & Corporate Governance $5,000; Independent Lead Director $20,000 .
  • Other: $500 apparel allowance; option to receive cash retainers in stock or RSUs; motorcycle use/employee discounts .

• William Cornog – 2024 realized director cash compensation

  Component	Amount ($)
  Fees earned/paid in cash (elected as RSUs)	80,000

  Notes: 2025 non‑employee director compensation program unchanged from 2024 . Cornog elected to receive the 2024 cash retainer as RSUs .

Performance Compensation

• Equity awards (Directors)

  • Annual RSU award with grant date fair value of $125,000; vests on earlier of next annual meeting or anniversary of grant; settlement in stock, with optional deferral until Board departure .
  • 2024 stock award amount for Cornog: $125,006 .

  Metric	Structure	Detail
  Director equity	Time-vested RSUs	No performance metrics; annual value $125,000 program; Cornog 2024 value $125,006

Other Directorships & Interlocks

LVWR is a controlled company with extensive related-party agreements with Harley‑Davidson (Separation Agreement; Master Services Agreement; Contract Manufacturing Agreement; Trademark/IP licenses; Convertible Loan), overseen by the Conflicts Committee chaired by Cornog .

Expertise & Qualifications

• Audit committee financial expert (Item 407(d)(5)); extensive financial reporting and portfolio oversight experience; global operations background; Stanford B.A. and Harvard M.B.A. .

Equity Ownership

• Beneficial ownership

  Date (Record)	Shares Beneficially Owned	Notes
  Mar 24, 2025	115,379	Includes 60,873 shares from RSUs vesting within 60 days or vested/not yet distributed; <1% of shares outstanding
  Mar 20, 2024	84,522	Includes 30,016 RSUs vesting within 60 days or vested/not yet distributed; <1%

• Outstanding RSUs (as of Dec 31, 2024): 18,969 units .

• Stock ownership guidelines: 5x retainer within the longer of 5 years from election or Feb 13, 2023; counts RS/RSUs/deferred units and directly held shares .

• Anti‑hedging/anti‑pledging: Company policy prohibits hedging and pledging of LVWR stock; Company also states no executive officer or director pledged shares as collateral (as of record date) .

Insider Trades

Note: No delinquent Section 16 filings disclosed for Cornog; one late Form 4 in 2025 proxy related to another director (Gruner) due to administrative error .

Governance Assessment

• Positives

  • Independent director with deep operational and financial oversight experience; designated audit committee financial expert .
  • High engagement: chairs two critical committees (Audit & Finance; Conflicts), and serves on HRC and NCGC; Board/committee attendance threshold met (≥75%) .
  • Conflicts oversight: chairs the Conflicts Committee, which is fully independent and oversees material H‑D arrangements and potential conflicts—an important safeguard given LVWR’s controlled-company status .
  • Alignment: Receives a significant portion of compensation in equity; elected to take the 2024 cash retainer in stock units; anti‑hedging/anti‑pledging policy in place .

• Watch items / structural risks

  • Controlled company exemptions (H‑D >50%): nominating/governance and compensation committees are not comprised entirely of independent directors, reducing certain minority shareholder protections .
  • Extensive related-party agreements with H‑D (e.g., Master Services, Contract Manufacturing, IP/Trademark agreements; Convertible Loan), elevating conflict risk—though routed to the Conflicts Committee for review/approval .
  • Auditor transition: Audit & Finance Committee (chaired by Cornog) dismissed Ernst & Young and appointed KPMG in Feb 2025; no disagreements/reportable events disclosed, but auditors’ change remains a governance-sensitive event to monitor .
  • Insider activity: Following a large equity award in May 2025, Cornog sold 40,000 shares in June 2025; not inherently problematic but relevant for ownership-alignment tracking .