Our Board has three standing committees: an Audit & Compliance Committee, a Compensation Committee and a Nominating & Governance Committee. Each committee is 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 by clicking the committee names in the table below. The table provides the composition of each standing committee of our Board.
Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
| ||Audit & Compliance Committee Charter||Compensation Committee Charter||Nominating & Governance Committee Charter|
|Francesco Bianchi |
Francesco Bianchi was appointed to LivaNova's Board in October 2015. Previously, Mr. Bianchi had served on the board of directors of Sorin since August 2015. Mr. Bianchi has acquired 30 years of M&A and strategic advisory experience working for prime international financial institutions such as JPMorgan Chase (Paris), Morgan Grenfell (Milan), Citi (London) and Bankers Trust (Milan), where he served as General Manager and Head of the M&A and Corporate Finance division. Mr. Bianchi has worked as a...
|Hugh Morrison |
Hugh Morrison was appointed to LivaNova's Board in October 2015. Previously and since November 2006, Mr. Morrison served as Chairman of the board of directors for Cyberonics. Currently, Mr. Morrison serves on the board of directors of the Texas A&M Kingsville University Foundation and the Rockport Center for the Arts. From July 2012 to present, Mr. Morrison has also engaged in independent consulting and investments. From September 2008 through June 2012, he was a Managing Director at Callahan Ad...
|Alfred J. Novak |
|Alfred J. Novak|
Alfred Novak was appointed to LivaNova's Board in October 2015. Previously, Mr. Novak had served on the board of directors of Cyberonics, since January 2007. From April 2014 until March 2015, Mr. Novak served as President and Chief Executive Officer of Syntheon Cardiology, LLC, an early-stage company developing a percutaneous prosthetic aortic heart valve. From September 1999 until January 2014, he served on the board of directors of OrbusNeich Medical Technology Company, Ltd., a privately held ...
|Sharon O'Kane |
Sharon O'Kane, Ph.D. was appointed to LivaNova's Board in October 2015. Currently, Dr. O'Kane is the Entrepreneur in Residence at University College Dublin and is on the clinical/scientific advisory board of ScarX Therapeutics Inc., a Canadian biotech company. Dr. O'Kane is an expert advisor to the Stevenage Bioscience Catalyst Facility at GSK. Previously, Dr. O'Kane served on the board of directors at IOmet Pharma LTD from April 2010 until January 2016. Additionally, Dr. O'Kane was the Entrepre...
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|Arthur L. Rosenthal |
|Arthur L. Rosenthal|
Arthur L. Rosenthal, Ph.D. was appointed to LivaNova's Board in October 2015. Dr. Rosenthal had served on the board of directors of Cyberonics, since January 2007. From December 2011 – June 2015, Dr. Rosenthal also served as Chief Executive Officer of gEyeCue, Ltd., which he co-founded, a development-stage medical device company working on a guided biopsy for lower and upper gastrointestinal cancer screening. From June 2011 until July 2012, he served as Executive Vice Chairman of Cappella Medic...
|Andrea L. Saia |
|Andrea L. Saia|
Andrea L. Saia was appointed to LivaNova’s Board of Directors as a non-executive director in July of 2016. Ms. Saia currently serves on the board of directors at Align Technology, and served on the board at Coca-Cola Enterprises from 2012-2016. For 11 years, she served in various executive roles for Novartis AG, including President and CEO of its CIBAVision subsidiary and global head of its Vision Care Division. In addition to her experience with Novartis AG, Ms. Saia held senior management and ...
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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 satisfies the standards of independence required by the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Guidelines. The Board has determined that each Audit & Compliance Committee member is financially literate and that Mr. Morrison qualifies as an “audit committee financial expert” within the meaning of the SEC’s rules and regulations.
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 & Governance Committee
The Nominating & 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 & 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 & Governance Committee members satisfies the standards of independence required by the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Guidelines.