Board of Directors
Board of Directors


Francesco Bianchi
Director since 2015
Francesco Bianchi
Francesco Bianchi has served as the Chairman of Seven Capital Partners S.r.l., a financial consulting firm, since June 2018. He previously served as the Chief Executive Officer of Seven Capital Partners and has been with the firm since 2013. Mr. Bianchi has 30 years of mergers and acquisitions and strategic advisory experience working for well-recognized international financial institutions including JPMorgan Chase (Paris), Morgan Grenfell (London), Citi (Milan) and Bankers Trust (Milan), where he served in various roles including general manager and head of the mergers and acquisitions and corporate finance division. He also headed the strategic planning division of Banca-Intesa S.p.A. in Italy and abroad. Mr. Bianchi earned a degree in economic sciences with honors from the University of Florence and is a chartered accountant.
Director Skills and Qualifications:
Mr. Bianchi is an audit committee financial expert and has an extensive professional background working in strategy and mergers and acquisitions.

Committees
Audit & Compliance; Compensation
Other Public Company Directorships
None
Former Public Company Directorships During the Past Five Years
Intesa Sanpaolo S.p.A.

Stacy Enxing Seng
Director since 2019
Stacy Enxing Seng
Stacy Enxing Seng has served as an Operating Partner with Lightstone Ventures, a venture capital group focused on medical technology and biotechnology-related investments, since 2016. Prior to joining Lightstone Ventures, Ms. Enxing Seng was with Covidien, a global health care products company, as its President, Vascular Therapies (2011 to 2014) and President of Peripheral Vascular (2010 to 2011). Ms. Enxing Seng joined Covidien in 2010 through the $2.6B acquisition of ev3 Incorporated, where she was a founding member and executive officer responsible for leading its Peripheral Vascular division (2001 to 2010). Prior to ev3, Ms. Enxing Seng held positions of increasing responsibility with Boston Scientific, SCIMED, Baxter and American Hospital Supply. She holds a B.A. in Public Policy from Michigan State University and an M.B.A. from Harvard University.
Director Skills and Qualifications:
Ms. Enxing Seng has broad experience as a former senior executive responsible for a world-wide business unit of a major medical device company. In addition, she has significant experience as a co-founder of a successful medical device start-up. Her operational experience at both large and small medical device companies, combined with her first-hand experience gained from building ev3 from the ground up, provide the Board with valuable insights into strategy, marketing, sales, innovation, mergers and acquisitions and a variety of other medical device-related areas.

Committees
Compensation (Chair)
Other Public Company Directorships
Sonova Holding AG

Daniel Moore
Director since 2015
Daniel Moore
Daniel Moore has primarily worked as a private investor over the past several years. Mr. Moore served as President and CEO and a member of the board of Cyberonics, Inc., a medical device company with core expertise in neuromodulation, from 2007 to 2015, at which point, Cyberonics merged with Sorin S.p.A. to form the Company. Mr. Moore joined Cyberonics after 18 years with Boston Scientific where he was President of InterContinental as well as having roles in general management, sales and marketing earlier in his career. Mr. Moore has a B.A. from Harvard College and an Executive M.B.A. from Boston University.
Director Skills and Qualifications:
Mr. Moore has extensive experience working with cutting edge medical device companies, including leadership of Cyberonics. He has significant experience in domestic and international general management and sales and marketing. Mr. Moore has served on the boards of several medical device companies, the Epilepsy Foundation of America and other non-profits focused on epilepsy, the Medical Device Manufacturers Association and the Advisory Board of Purdue University’s Weldon School of Biomedical Engineering

Committees
Nominating & Corporate Governance
Other Public Company Directorships
ViewRay, Inc.

Sharon O'Kane
Director since 2015
Sharon O'Kane
Sharon O’Kane, Ph.D., currently serves as a non-executive director of the Health Products Regulatory Authority (HPRA) Board in Ireland and has a Visiting Professorship at Ulster University where she advises the Faculty of Life and Health Sciences. She has served as an Entrepreneur in Residence at University College Dublin since 2015. She was also an expert advisor to the Stevenage Bioscience Catalyst Facility at GlaxoSmithKline, a global healthcare company (2012 to 2019) and a Commercial Mentor to Queen’s University, Belfast (2016 to 2019). Previously, Dr. O’Kane served as Entrepreneur in Residence at the University of Manchester Intellectual Property Company UMIP (2009 to 2014). Dr O’Kane co-founded and, from 1998 to 2010, was the Chief Scientific Officer, and a Director of Renovo Group Plc, a UK biotech company. Dr. O’Kane earned a B.Sc (Honours) First Class in Biomedical Sciences from the University of Ulster from which she also earned a Ph.D. in Biomedical Sciences. She also earned a Diploma in Company Direction from the Institute of Directors.
Director Skills and Qualifications:
Dr. O’Kane has extensive experience in healthcare, in the academic and government realms and in research and development (R&D). She has served on the board of directors of several biotech and healthcare companies and organizations and has held numerous positions advising healthcare and biotech companies, governmental bodies and universities. Dr. O’Kane was also a co-founder, Chief Science Officer and executive director of Renovo Group Plc and was responsible for growing the university spin-out to a public company, and a non-executive director of Iomet Pharma Ltd. Dr. O’Kane has had corporate director governance training at the Institute of Directors and Harvard Business School.

Committees
Nominating & Corporate Governance (Chair)
Other Public Company Directorships
None

Andrea L. Saia
Director since 2016
Andrea L. Saia
Andrea Saia served as the Global Head of Vision Care in the Alcon Division of Novartis AG, a global healthcare company, from 2011 until her retirement in 2012. Prior to this role, she served as President and CEO of CibaVision Corporation, a subsidiary of Novartis, from 2008 to 2011. From 2005 to 2007, Ms. Saia relocated to Switzerland and served as President of Europe, Middle East and Africa operations, CibaVision’s largest regional business unit. She joined CibaVision in 2002 as Global Head of Marketing and was promoted to President of the Global Lens Business in 2003. Prior to joining Novartis, Ms. Saia was the Chief Marketing Officer for GCG Partners and also held senior management and marketing positions with global consumer products companies such as Procter & Gamble Co., Unilever and Revlon, Inc. Ms. Saia earned her B.S. in Business Administration from Miami University and her M.B.A. from J.L. Kellogg Graduate School of Management.
Director Skills and Qualifications:
Ms. Saia is an accomplished global business executive with nearly 40 years’ of experience in the medical device and consumer products industries including multinational companies such as Novartis, Unilever, Revlon and Procter & Gamble, and continuing involvement in business matters as a member of the Miami University Farmer School of Business Advisory Board. She has extensive global business experience, a broad understanding of healthcare, medical device and consumer products industries, strong management skills and significant operations experience.

Committees
Audit & Compliance; Nominating & Corporate Governance
Other Public Company Directorships
Align Technology, Inc.; Outset Medical, Inc.

Todd C. Schermerhorn
Director since 2020
Todd C. Schermerhorn
Mr. Schermerhorn served as the Senior Vice President and Chief Financial Officer of C.R. Bard, Inc., a multinational developer, manufacturer and marketer of medical technologies, from 2003 until his retirement in 2012. Prior to that, he had been Vice President and Treasurer of C.R. Bard (1998-2003). From 1985 to 1998, Mr. Schermerhorn held various other management positions with C.R. Bard. Mr. Schermerhorn holds a BS from the University of Lowell and an MBA from Babson College.
Director Skills and Qualifications:
Mr. Schermerhorn served as the Chief Financial Officer of a publicly traded company and has significant experience and expertise in management, accounting and business operations. Mr. Schermerhorn is also an audit committee financial expert.

Committees
Audit & Compliance (Chair)
Other Public Company Directorships
The Travelers Companies, Inc.
Former Public Company Directorships During the Past Five Years
The Spectranetics

Brooke Story
Director since 2022
Brooke Story
Brooke Story currently serves as Worldwide President of the Surgery business unit at BD (Becton, Dickinson and Company), a position she assumed in July 2023. She previously served as Worldwide President for Integrated Diagnostic Solutions at BD. Prior to that, she spent 15 years at Medtronic, where she held a variety of roles in finance, sales and business unit leadership, culminating in her tenure as President, Pelvic Health and Gastric Therapies. Ms. Story began her career in sales at Johnson & Johnson and as a consultant for Accenture. Story holds a BS in industrial engineering from the University of Tennessee and an MBA from the University of Michigan.
Director Skills and Qualifications:
Ms. Story has more than 20 years of experience in the global medical technology industry. Throughout her career, she has excelled in helping large medical device corporations inspire teams, mentor and development talent, and deliver economic value.

Committees
Nominating & Corporate Governance
Former Public Company Directorships During the Past Five Years
Sigilon Therapeutics

Peter Wilver
Director since 2022
Peter Wilver
Retired from Thermo Fisher Scientific Inc., a provider of laboratory products and services, where Mr. Wilver served as Executive Vice President and Chief Administrative Officer from August 2015 to March 2017, and as Senior Vice President and Chief Financial Officer from 2006 through July 2015. He served as Vice President and Chief Financial Officer of Thermo Electron from 2004 to 2006 and as Thermo Electron’s Vice President, Financial Operations from 2000 to 2004. Before joining Thermo Electron, Mr. Wilver held financial leadership roles at Honeywell International, Grimes Aerospace Company and General Electric Company. Mr. Wilver holds a BS in Business Administration in Accounting from The Ohio State University and is a certified public accountant.
Director Skills and Qualifications:
Mr. Wilver served as the Chief Financial Officer of a publicly traded company and has significant experience and expertise in strategic planning and business development as well as in leading the financial, accounting and investor functions of large, multinational manufacturing companies. Mr. Wilver is also an audit committee financial expert.

Committees
Audit & Compliance; Compensation
Other Public Company Directorships
Baxter International Inc.; Evoqua Water Technologies Corporation; Shoals Technology Group
Former Public Company Directorships During the Past Five Years
CIRCOR International, Inc.; Tenet Healthcare Corporation
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.
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.
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.
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.