Board of Directors

Board of Directors

William Kozy
William Kozy

Interim Chief Executive Officer; Chair of the Board

Francesco Bianchi
Francesco Bianchi

Director since 2015

Stacy Enxing Seng
Stacy Enxing Seng

Director since 2019

Daniel Moore
Daniel Moore

Director since 2015

Sharon O'Kane
Sharon O'Kane

Director since 2015

Andrea L. Saia
Andrea L. Saia

Director since 2016

Todd C. Schermerhorn
Todd C. Schermerhorn

Director since 2020

Brooke Story
Brooke Story

Director since 2022

Peter Wilver
Peter Wilver

Director since 2022

LivaNova's Board of Directors provides leadership and guidance over the company’s regular and nonrecurring business transactions. The Board is also responsible for assessing the effectiveness of the Company’s organization and administrative and accounting systems, and for evaluating its overall operating performance.

You may communicate with the Board of Directors by email at company.secretariat@livanova.com, or by writing:

c/o Company Secretariat
LivaNova PLC
20 Eastbourne Terrace
London, W2 6LG
United Kingdom

Board Committees

Our Board has three standing committees comprised entirely of independent directors, as currently required under the SEC’s rules and regulations and NASDAQ listing standards. Each committee is governed by a written charter approved by the Board. These charters form an integral part of our corporate governance policies, and a copy of each charter is available in the committee descriptions below.

  Audit & Compliance Compensation Nominating & Corporate Governance
Francesco Bianchi Member Member  
Stacy Enxing Seng   Chair  
William Kozy      
Daniel Moore     Member
Sharon O'Kane     Chair
Andrea L. Saia Member   Member
Todd C. Schermerhorn Chair    
Brooke Story     Member
Peter Wilver Member Member  
Audit & Compliance Committee

The Audit & Compliance Committee is comprised entirely of independent directors and is governed by a Board-approved charter stating its responsibilities. Under its charter, the Audit & Compliance Committee’s key responsibilities include:

  • Provide strategic oversight to the Company’s Global Compliance Program and provide on-going assessment of the effectiveness of the Company’s efforts in the arena of business ethics;
  • Reviewing our consolidated financial statements and internal controls with management and the independent auditors;
  • Monitoring actions we take to comply with our internal accounting and control policies as well as external financial, legal and regulatory requirements;
  • Monitoring our internal audit functions;
  • Reviewing the qualifications and independence of the independent registered public accounting firm (“independent auditors”) engaged for the purpose of auditing our consolidated financial statements and issuing an audit report for inclusion in appropriate regulatory filings;
  • Selecting, subject to required shareholder approvals, our independent auditors and evaluating their performance; and
  • Reviewing and approving our investment policy, including any investment guidelines with regard to maturity, liquidity, risk and diversification, and any modification thereto, reviewing our foreign currency strategy, including the use of hedging instruments, and advising the Board with respect to the Company’s key investment objectives and strategies, and the appointment, compensation and oversight of our independent auditors, including pre-approval of all services and the evaluation of their performance.

The Audit & Compliance Committee meets at least quarterly with management, internal auditors and the independent auditors in separate executive sessions to discuss any matter that any of these groups believe should be discussed privately. Pursuant to its charter, the committee has the authority, at the Company’s expense, to retain professional advisors, including legal, accounting or other consultants, to advise it in connection with the exercise of its powers and responsibilities. The committee is also responsible for engaging and providing for appropriate compensation of the independent auditors.

The Board has determined that each Audit & Compliance Committee member is financially literate. The Committee has at least one “financial expert” within the meaning of the SEC’s rules and regulations.

See Charter

Compensation Committee

The Compensation Committee is comprised entirely of independent directors and is governed by a Board-approved charter stating its responsibilities. The committee establishes the salary and incentive compensation of our executive officers and administers our stock plans. Under its charter, the committee is primarily responsible for:

  • Reviewing, evaluating and approving all agreements, plans, policies and programs to compensate our officers and to recommend the same for our directors;
  • Reviewing, evaluating and approving equity and equity derivative awards to our officers, employees and others, as permitted by our equity award plans;
  • Reviewing and discussing with management the Compensation Discussion and Analysis to be included in appropriate regulatory filings and determining whether to recommend to the Board that the Compensation Discussion and Analysis be included in such filings;
  • Endorsing and recommending to the Board for its approval an annual Remuneration Report to be included in the Company’s United Kingdom Annual Report; and
  • Producing a report of the Compensation Committee for inclusion in appropriate United States regulatory filings, in accordance with applicable rules and regulations.

The Compensation Committee has the sole authority to retain and terminate a compensation consultant to assist with its responsibilities, as well as the sole authority to approve the consultant’s fees, which are then paid by the Company (within any budgetary constraints imposed by the Board). Our officers do not discuss compensation matters with the Compensation Committee’s consultant, except as needed to respond to questions from the consultant. The Compensation Committee’s consultant does not provide services for the company or any of our officers. Beginning on October 19, 2015, the Compensation Committee has engaged the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”), an experienced compensation consulting firm, to advise the committee on executive compensation matters. The Board has determined that each Compensation Committee member satisfies the standards of independence required by the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Guidelines.

See Charter

Nominating & Corporate Governance Committee

The Nominating & Corporate Governance Committee is comprised entirely of independent directors and is governed by a Board-approved charter stating its responsibilities. Under the terms of its charter, the committee develops and recommends corporate governance principles and policies to our Board and administers the process for identifying candidates for membership on the Board. This includes developing criteria for Board and committee memberships and recommending and recruiting director candidates.

The Nominating & Corporate Governance Committee is primarily responsible for:

  • Assisting the Board to identify and recommend potential Board Members
  • Advising the Board about the appropriate composition of the Board and its committees
  • Advising the Board about and recommending to the Board appropriate corporate governance practices
  • Leading the Board in its annual review of the performance of the Board and its committees

The Nominating & Corporate Governance Committee, or the full Board as the case may be, evaluates the independence and other standards applicable to service on the Board and its committees, including whether each Audit & Compliance Committee member is financially literate and an “audit committee financial expert” within the meaning of SEC Regulation S-K, Item 407(d)(5)(ii), and makes recommendations to the Board regarding director independence. The committee also evaluates and recommends changes as appropriate to Board and committee size, composition and chairmanship and committee structure and administers the process for regular Board and committee self-evaluations. Finally, the committee prepares and recommends the Board’s CEO succession planning policies and reviews succession planning activities. The Board has determined that each of the Nominating & Corporate Governance Committee members satisfies the standards of independence required by the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Guidelines.

See Charter

Board details

LivaNova’s Board of Directors provides leadership and guidance over the company’s regular and nonrecurring business transactions. The Board is also responsible for assessing the effectiveness of LivaNova’s organization and administrative and accounting systems, and for evaluating its overall operating performance.

Board Size
The Articles of Association allow for 10 directors unless otherwise decided by the Board. The Nominating & Corporate Governance Committee of our Board considers and makes recommendations concerning the appropriate size and needs of our Board and considers candidates to fill new positions created by expansion or vacancies that occur by resignation, retirement or any other reason. Pursuant to our articles of association (“Articles”), each of the directors is appointed for an initial term that expires at the first annual meeting of members of the Company following the completion of the Company’s second full fiscal year.

Meetings
Our Board holds regularly scheduled meetings in addition to special meetings.

Director Independence
As required under the NASDAQ listing rules, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Pursuant to its charter, the Nominating & Corporate Governance Committee applies the independence standards required by law, applicable listing rules, our Articles or our corporate governance guidelines to determine whether or not each director and each prospective director is independent and may make a recommendation to the Board as to the independence or not of each director or prospective director.

The Board and the Nominating & Corporate Governance Committee have evaluated, with appropriate recommendation, all relevant transactions and relationships between each director, or any of his or her family members, and the Company, senior management and our independent registered public accounting firm. Based on this evaluation, the full Board and the Nominating and Corporate Governance Committee have determined that the majority of the members of the Board are “independent” as that term is defined in the NASDAQ listing standards and under U.S. securities laws.

Director Selection Process
The Nominating & Corporate Governance Committee is responsible for establishing criteria for seeking and selecting individuals to recommend to our Board as director candidates. In this regard, the Nominating & Corporate Governance Committee considers the entirety of each candidate’s credentials, such director criteria to include, but not be limited to: high ethical behavior, accomplishments within his or her respective field, relevant business or financial expertise of experience, sound business judgment, diversity and tenure. We have chosen not to specify minimum qualifications that must be met by a candidate, as different factors may assume greater or lesser significance at particular times, and the needs of our Board may vary in light of its composition and the Nominating & Corporate Governance Committee’s perceptions about future issues and needs. However, the Nominating & Corporate Governance Committee does require that every slate of individuals to be considered must include at least one woman and at least one underrepresented minority.

Chair and Chief Executive Officer; Executive Sessions
Our Board separates the positions of CEO and Chair of our Board. We believe that an independent Chair facilitates our Board’s independent oversight of our executive officers’ management of strategic direction, operational execution and business risk, thereby better protecting shareholder value. William Kozy currently serves as the non-executive Chair of our Board.

The non-executive directors of the Company meet at least quarterly in executive sessions held at the beginning or the end of regularly scheduled meetings of our Board. The Chair presides over Board meetings and executive sessions of our independent directors.

Limitation on Public Company Board Service
The Nominating & Corporate Governance Committee monitors the number of public company boards on which each director serves and develops limitations on such service as appropriate to ensure the ability of each director to fulfill his or her duties and as otherwise may be required or limited by applicable securities laws or NASDAQ listing standards. Our Board has adopted a policy, described in our Corporate Governance Guidelines, prohibiting any Board member from serving on the boards of more than three other public companies. In addition, no director may serve on the audit committee of more than two other public company boards, if that director also serves on our Board’s Audit & Compliance Committee, unless our Board specifically determines that such service would not impair the director’s ability to serve effectively on our Board’s Audit & Compliance Committee. Our Board complies with these policies.

Term and Age Limits
Our Board does not believe it should establish term or age limits. Term and age limits help ensure the availability of fresh ideas and viewpoints but deprive the Board of directors who have been able to develop, over a period of time, increasing insight into our business and operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to term or age limits, the Nominating & Corporate Governance Committee annually reviews the performance of our Board and the need for or advisability of any changes to the membership our Board.

CEO Evaluations and Succession Planning
The Compensation Committee annually reviews and approves corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluates the performance of the CEO in light of those goals and objectives, and sets the compensation of the CEO based on this evaluation.

The Nominating & Corporate Governance Committee reports to our Board on succession planning for our directors, CEO and other executive officers at least annually and works with the Board to evaluate potential successors to the CEO.

Board and Committee Evaluations
Our Board conducts an annual self-evaluation to assess the extent to which it and its committees are functioning effectively. The Nominating & Corporate Governance Committee monitors the self-evaluation process to ensure that the Board and committees conduct and review the results of the evaluations. The assessments focus on our Board’s structure and composition, committees, culture, information and resources, meetings and processes, and key responsibilities, with particular emphasis on areas that can be improved. The self-evaluations are completed at the end of each fiscal year.

Our Governance Practices
We are committed to sound corporate governance practices. Our governance rules and procedures are described in our Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics and charters for each standing committee of our Board. Each of these documents is available below.

Codes of Ethics
Our Board has adopted a Corporate Code of Business Conduct and Ethics for our executive officers and other employees, agents and representatives. A copy of the code is available on our website. Any change to, or waiver from, the code will be disclosed as required by applicable securities laws.