LivaNova PLC

For the period ended Jun 11, 2024. Filed Apr 26, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2024 · Filed Apr 26, 2024

LIVN$89.99-1.3%Stored close · as of Nov 6, 2026

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Contents

Proxy Summary

This summary highlights information described in greater detail later in this proxy statement. Please read the proxy statement in its entirety and do not rely on this summary to give you the information you need to make an informed decision on the proposals presented for your consideration.

Governance Highlights

LivaNova is committed to good corporate governance, which promotes the long-term interests of the Company’s shareholders and strengthens the Board and management accountability. Many of LivaNova’s enhanced corporate governance practices reflect feedback from the Company’s shareholders and other stakeholders. Highlights of LivaNova’s corporate governance practices include the following:

	☑ Annual Board and Committee Self-Evaluations. The Board, along with each of its committees, conducts a self-evaluation of its performance on an annual basis. ☑ Regular Review of Key Governance Documents. Review of committee charters and Corporate Governance Guidelines at least annually or on a more frequent basis, as needed. ☑ Regular Executive Sessions. All regularly scheduled Board and committee meetings include an opportunity for the non-executive directors to meet without management present. ☑ Robust Code of Ethics and Business Conduct. Provides the foundation for how directors and employees represent the Company.			☑ Annual Election of Directors. All directors stand for election on an annual basis. ☑ Majority Voting in Uncontested Director Elections. All director nominees must receive an affirmative vote of the majority of votes cast in an uncontested election. ☑ Separate CEO and Board Chair. Separate CEO and Chair positions to better serve the needs of the Board and the Company by allowing the CEO to focus their attention on driving business performance rather than Board governance. ☑ Financial Literacy for Audit and Compliance Committee. All director nominees that are Audit and Compliance Committee (“AC Committee”) members are “audit committee financial experts” under the rules of the SEC.

Board Composition and Diversity

The members of LivaNova’s Board of Directors represent a broad range of expertise, experience, viewpoints and backgrounds, as well as a mix of tenure and service on the Board, as reflected in the following Board composition snapshot for the nine Board members that are being nominated for re-election at LivaNova’s AGM.

LivaNova’s Board and the Company are focused on ensuring a diverse Board and accordingly highlight diversity as a key criterion for consideration in the selection of new directors. In addition to this focus, pursuant to its charter, the Nominating and Corporate Governance Committee (“NCG Committee”) must include at least one woman and at least one member of an underrepresented minority in every pool of potential nominees. The below graphs and board diversity matrix reflect LivaNova’s self-identified diversity for its current Board members, as of April 26, 2024.

Board Diversity Matrix (as of April 26, 2024)

· · · Female · · · Male · · · Non-Binary · · · Did Not Disclose Gender ·
Part I: Gender Identity
Directors	3	7	0	0
Part II: Demographic Background
African American or Black	1*	0	0
White	2	6	0
Hispanic or Latinx	0	1**	0

Brooke Story

The following individuals are nominated for election at the AGM.

Name · · · Occupation · · · Independent · · · Age · · · Director Since · · · Audit and Compliance Committee · · · Compensation and Human Capital Management Committee · · · Nominating and Corporate Governance Committee ·
William Kozy (Chair of the Board)	Former EVP and COO, Becton, Dickinson and Company	Yes	72	2018
J. Christopher Barry	Executive Vice President and Group President of the Medical Solutions Division, 3M Company	Yes	52	2023	X
Francesco Bianchi	Chair, Seven Capital Partners S.r.l.	Yes	67	2015	X	X
Stacy Enxing Seng	Operating Partner, Lightstone Ventures	Yes	59	2019		Chair
Vladimir Makatsaria	CEO, LivaNova	No	51	2024

Name · · · Occupation · · · Independent · · · Age · · · Director Since · · · Audit and Compliance Committee · · · Compensation and Human Capital Management Committee · · · Nominating and Corporate Governance Committee ·
Dr. Sharon O’Kane	Non-Executive Director of the Health Products Regulatory Authority Board in Ireland; Entrepreneur in Residence, University College Dublin	Yes	56	2015			Chair
Todd Schermerhorn	Former SVP and Chief Financial Officer, C.R. Bard, Inc.	Yes	63	2020	Chair
Brooke Story	Former Worldwide President, Surgery, Becton, Dickinson and Company	Yes	52	2022			X
Peter Wilver	Former EVP and Chief Administrative Officer, Thermo Fisher Scientific Inc.	Yes	64	2022	X	X

Approach to Executive Compensation

LivaNova’s market-competitive executive compensation program acts as an incentive for the Company’s named executive officers (“NEOs”) to perform at their highest level, take appropriate risks and drive shareholder return in the short and long term. LivaNova’s executive compensation program aims to ensure that the Company recruits and retains key executive officers who are responsible for the Company’s success and can align the interests of LivaNova’s executive officers, including the Company’s NEOs, with shareholders.

With input from the Company’s independent compensation consultant, Pearl Meyer, the Compensation and Human Capital Management Committee (“CHCM Committee”) routinely assesses the Company’s executive compensation practices to determine whether any enhancements are advisable. On February 15, 2023, for example, the CHCM Committee of the Board approved a change in the conditions for accelerated vesting upon certain terminations of employment in connection with an acquisition of the Company from single to double trigger vesting. As a result, awards granted after February 15, 2023, vest following a change in control of the Company only in the event of a participant’s termination of service by the Company without “cause” or due to a resignation for “good reason” within twenty-four (24) months.

To achieve the objectives of the Company’s executive compensation program as described above, the CHCM Committee structures the executive compensation program to:

☑

Target NEO pay around the market median to attract, motivate and retain talented executive officers with the skills and experience to ensure LivaNova’s long-term success;

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Use multiple pay and award vehicles that work together to reward performance and retain talent, while maintaining alignment with shareholder interests;

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Reward individual performance with a base salary and a cash-based short-term bonus ensuring a meaningful link to the Company’s operational performance and shareholder interests;

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Pay a substantial portion of each NEO’s compensation as variable pay contingent upon the achievement of the Company’s business objectives and individual performance;

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Balance the components of compensation so that short-term (annual) and long-term performance objectives are recognized because

the Company’s success depends on the Company’s executive officers being focused on critical strategic and tactical objectives, both short-term and long-term;

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Employ stock ownership requirements that require NEOs to maintain a meaningful ownership interest in the Company;

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Vest equity awards over time to promote retention;

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Provide for a double trigger vesting for equity awards granted after February 15, 2023;

☑

Consider the LivaNova Compensation Recoupment Policy and the Incentive Clawback Policy, which provide for the clawback of awards in specified situations, in the Company’s award agreements; and

☑

Work with an independent compensation consultant to ensure the Company’s program is meeting its goals.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.