LiveWire Group, Inc. (LVWR): CRO Roy Gallagher appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
Resignation of Chief Executive Officer
On October 21, 2026, Karim Donnez resigned as Chief Executive Officer of LiveWire Group, Inc. (the “Company”), effective October 21, 2026.
Appointment of Directors
On October 22, 2026, the Board of Directors of the Company (the “Board”) appointed David Barse and Scott Nash (together, the “New Directors”) to the Board, effective October 22, 2026. Each New Director will serve until the Company's next annual meeting of stockholders and until his successor is duly elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal. The Board determined that Mr. Barse is independent in accordance with the applicable New York Stock Exchange rules and disinterested for purposes of Section 144 of the Delaware General Corporation Law. In connection with his appointment, Mr. Barse was appointed to the Special Restructuring Committee (as defined below).
In connection with his appointment, Mr. Barse entered into a director agreement with the Company (the “Director Agreement”). Pursuant to the Director Agreement, Mr. Barse will receive a cash fee of $45,000 per month for so long as he serves on the Board, as well as a per diem cash fee of $7,500 in certain circumstances in connection with certain legal actions. Mr. Barse will not participate in the Company's Non-Employee Director Compensation Policy. Mr. Nash will not be entitled to receive any additional compensation for his service as a director of the Company because he currently serves as the General Manager of Quality for Harley-Davidson, Inc.
There are no arrangements or understandings between any New Director and any other persons pursuant to which such New Director was selected as a director, other than the Director Agreement and recognizing that Mr. Nash is an employee of Harley-Davidson, Inc. There are no transactions between the Company and any New Director that would require disclosure under Item 404(a) of Regulation S-K.
Special Restructuring Committee
On October 22, 2026, the Board formed a special restructuring committee of the Board (the “Special Restructuring Committee”) and delegated to it the authority to (i) review, evaluate and negotiate, and, if deemed advisable by the Special Restructuring Committee, to recommend to the Board the approval or rejection of any debt or equity or other financing, sale, restructuring, recapitalization, strategic transaction or other similar opportunity or transaction for the Company (each, a “Strategic Transaction”), (ii) determine whether a Strategic Transaction involves a matter in which any director may have an interest that conflicts with, or is different from or in addition to, the interests of the Company and its stockholders generally (a “Potential Conflict Matter”), and (iii) create the officer position of Chief Restructuring Officer of the Company, to appoint such person to, and delegate such power and authority to, such officer position, and to remove and replace any person appointed to such officer position. The Special Restructuring Committee has sole and exclusive authority, on behalf of the Company, to approve or reject any Potential Conflict Matter. The Board may not approve or recommend any Strategic Transaction that constitutes a Potential Conflict Matter without the prior favorable recommendation of the Special Restructuring Committee, and the Board retains the exclusive right to approve or reject any Strategic Transaction that does not constitute a Potential Conflict Matter. The members of the Special Restructuring Committee are William Cornog and David Barse.
Appointment of Chief Restructuring Officer
On October 25, 2026, the Special Restructuring Committee appointed Roy Gallagher, age 50, to serve as the Company's Chief Restructuring Officer (the “CRO”), effective October 25, 2026. Mr. Gallagher will report to, and take direction from, the Special Restructuring Committee and be the principal executive officer of the Company. Mr. Gallagher has served as the Senior Managing Director of Ankura Consulting Group, LLC (“Ankura”) since October 2016. Mr. Gallagher currently leads the Ankura Global Solutions business group and has over 25 years of experience in the global financial markets. Prior to joining Ankura, he spent over a decade of his career as an active investor in the leveraged loan and distressed debt markets with a primary focus on distressed debt investing.
The appointment of Mr. Gallagher as CRO is made pursuant to that certain engagement letter, dated as of October 25, 2026 (the “Engagement Letter”), by and between the Company and Ankura.
There are no family relationships between Mr. Gallagher and any of the Company's directors or executive officers. There are no transactions between the Company and Mr. Gallagher that would require disclosure under Item 404(a) of Regulation S-K. Mr. Gallagher will not receive any compensation directly from the Company. Instead, pursuant to the Engagement Letter, the Company agreed, among other things, to pay Ankura a monthly fee of $140,000 for the services of Mr. Gallagher, as well as hourly fees for any additional Ankura personnel and reimbursement of expenses, as set forth in the Engagement Letter.