| | | | | 1 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 22 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 23 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 30 | | | |
| | | | | 30 | | | |
| | | | | 30 | | | |
| | | | | 31 | | |
| | | | | 33 | | | |
| | | | | 36 | | | |
| | | | | 36 | | | |
| | | | | 37 | | | |
| | | | | 37 | | | |
| | | | | 38 | | | |
| | | | | 40 | | | |
| | | | | 43 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
| | | | | 53 | | | |
| | | | | 54 | | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | | | 58 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 63 | | | |
| | | | | 64 | | | |
| | | | | 65 | | | |
| | | | | 65 | | | |
| | | | | 65 | | | |
| | | | | 66 | | | |
| | | | | 66 | | | |
| | | | | 66 | | | |
| | | | | 73 | | |
|
|
| |
Internet
www.meetingcenter.io/282913758 (password: LIVN2021) or as directed by your broker, as the case may be |
|
|
|
| |
Telephone
Call the number on your proxy card |
|
|
|
| |
By mail
Sign, date and return your proxy card in the enclosed envelope |
|
|
|
| |
At the meeting: Attend virtually at www.meetingcenter.io/282913758 (password: LIVN2021)
|
|
Name
|
| |
Age
|
| |
Director
Since |
| |
Principal Position
|
| |
Independent
|
|
Francesco Bianchi | | |
64
|
| |
2015
|
| | Chair, Seven Capital Partners S.r.l. | | |
Yes
|
|
Stacy Enxing Seng | | |
56
|
| |
2019
|
| | Venture Partner, Lightstone Ventures | | |
Yes
|
|
William Kozy | | |
69
|
| |
2018
|
| | Retired, EVP and COO, Becton, Dickinson and Company | | |
Yes
|
|
Damien McDonald | | |
56
|
| |
2017
|
| | CEO, LivaNova | | |
No
|
|
Daniel Moore | | |
60
|
| |
2015
|
| | Chair of the Board; private investor | | |
Yes
|
|
Alfred Novak | | |
73
|
| |
2015
|
| | Private investor | | |
Yes
|
|
Sharon O’Kane, Ph.D. | | |
53
|
| |
2015
|
| | Entrepreneur in Residence, University College Dublin | | |
Yes
|
|
Arthur L. Rosenthal, Ph.D.
|
| |
74
|
| |
2015
|
| | Retired CEO, EyeCue, Inc.. | | |
Yes
|
|
Andrea Saia | | |
63
|
| |
2016
|
| | Retired, Global Head of Vision Care, Alcon Division, Novartis AG | | |
Yes
|
|
Todd Schermerhorn | | |
60
|
| |
2020
|
| | Retired, Senior Vice President and Chief Financial Officer of C. R. Bard, Inc., | | |
Yes
|
|
|
Director Nominees
|
| | | |
| Francesco Bianchi | | | | |
| Stacy Enxing Seng | | | | |
| William Kozy | | | | |
| Damien McDonald | | | | |
| Daniel Moore | | | | |
| Alfred Novak | | | | |
| Sharon O’Kane, Ph.D. | | | | |
|
Arthur L. Rosenthal, Ph.D.
|
| | | |
| Andrea Saia | | | | |
| Todd Schermerhorn | | | | |
|
Gender
|
| |
Nationality
|
|
|
|
| |
|
|
|
Francesco Bianchi
|
| ||||||
|
INDEPENDENT
Age 64
Six years of service
(since 2015)
Chair
Seven Capital Partners S.r.l. |
| |
Francesco Bianchi has served as the chair 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.
|
| |||
|
Committees:
•
Audit and Compliance; Compensation
Other Public Company Directorships:
•
None
|
| |
Former Public Company Directorships During the Past Five Years:
•
Intesa Sanpaulo S.p.A.
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.
|
|
|
STACY ENXING SENG
|
| ||||||
|
INDEPENDENT
Age 56
Two years of service
(since 2019)
Venture Partner
Lightstone Ventures |
| |
Stacy Enxing Seng has served as a Venture Partner with Lightstone Ventures, a venture capital group focused on medical technology and biotechnology-related investments, since 2016. Prior to joining Lightstone, 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.
|
| |||
|
Committees:
•
Compensation
Other Public Company Directorships:
•
Sonova Holding AG; Hill-Rom Holdings, Inc.
|
| |
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.
|
|
|
William Kozy
|
| ||||||
|
Independent
Age 69
Three years of service
(since 2018)
Retired, EVP and COO
Becton, Dickinson and Company |
| |
William Kozy retired from Becton, Dickinson and Company, a global medical technology company, in 2016 where he was Executive Vice President and Chief Operating Officer from 2011 to 2016. At Becton Dickinson, he also served as a member of the corporate Leadership Team and in various executive roles since 1988, including head of BD Medical (2009 to 2011), President of the BD Biosciences segment (2006 to 2009), President of BD Diagnostics (2002 to 2006) and Senior Vice President of Company Operations (1998 to 2002). Mr. Kozy holds a B.A. from Kenyon College.
|
| |||
|
Committees:
•
Nominating and Corporate Governance
|
| |
Other Public Company Directorships:
•
Cooper Companies, Inc.
Director Skills and Qualifications:
•
Mr. Kozy has a career spanning more than 40 years with global medical device companies. Prior to serving as COO for Becton Dickinson, Mr. Kozy’s key business worldwide leadership roles included responsibility for the Biosciences, Diagnostic and Medical segments of Becton Dickinson. During his time at Becton Dickinson, he was responsible for all world-wide businesses of the company with leadership emphasis on profitable revenue growth and talent development. He also brings a depth of corporate leadership experience in the areas of innovation systems, operations, manufacturing and ERP implementation as well as his broad and relevant experience in global strategy, mergers and acquisitions, technology and product development.
|
|
|
Damien McDonald
|
| ||||||
|
Age 56
Four years of service
(since 2017)
CEO
LivaNova |
| |
Damien McDonald has served as the CEO and an executive director of the Company since January 2017 and served as the Company’s Chief Operating Officer from October through December 2016. Prior to joining the Company, Mr. McDonald was with Danaher Corporation, a global manufacturer of medical, industrial and commercial products, where he was Group President, Professional Consumables (2013 to 2016). From 2011 to 2013, Mr. McDonald served as Group President of Kerr Corporation, a subsidiary of Danaher, where he was responsible for a dental consumable business with operations in the US, Mexico, Switzerland, Italy and the Czech Republic. In 2010, Mr. McDonald undertook special projects for Danaher. From 2007 to 2010, Mr. McDonald was president, Zimmer Spine at Zimmer Holdings, where he was responsible for divisions in the US and France. From 1999 to 2007, Mr. McDonald had various roles with Johnson and Johnson. Mr. McDonald holds bachelor’s degrees in pharmacy and economics from the University of Queensland in Australia, a master’s degree in international economics from the University of Wales, and an M.B.A. from the Institute for Management Development in Lausanne.
|
| |||
|
Committees:
•
None
|
| |
Other Public Company Directorships:
•
None
Director Skills and Qualifications:
•
Mr. McDonald has extensive management experience in the medical device and life sciences industries and serves as the CEO of the Company.
|
|
|
Daniel Moore
|
| ||||||
|
Independent
Age 60
Six years of service
(since 2015)
Chair of the Board and private investor
|
| |
Daniel Moore is chair of the Board of the Company and, over the past five years, has worked primarily as a private investor. 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 when 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.
|
| |||
|
Committees:
•
None as chair of the Board
Other Public Company Directorships:
•
ViewRay, Inc.
|
| |
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 serves or 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.
|
|
|
Alfred Novak
|
| ||||||
|
Independent
Age 73
Six years of service
(since 2015)
Private investor
|
| |
Alfred Novak has worked as a private investor since 2015. Prior to that, Mr. Novak served as President and CEO of Syntheon Cardiology LLC, an early-stage company developing a percutaneous prosthetic aortic heart valve (2014 to 2015); Chair and CEO of OrbusNeich Medical Technology Company, Ltd., an interventional cardiology company (2010 to 2013); President and CEO of Novoste Corporation, an interventional cardiology company (2002 to 2006); founder of Syntheon, LLC, a company focused on minimally invasive medical devices for the gastroenterology and vascular markets (1998 to 2003); and President, CEO and a director of Biosense, Inc., an electrophysiology company (1996 to 1998). Prior to that time, Mr. Novak was Vice President and Chief Financial Officer of Cordis Corporation. Mr. Novak received a BS from the United States Merchant Marine Academy and an M.B.A. in Healthcare from The Wharton School of the University of Pennsylvania.
|
| |||
|
Committees:
•
Audit and Compliance; Compensation
Other Public Company Directorships:
•
None
|
| |
Former Public Company Directorships During the Past Five Years:
•
Dova Pharmaceuticals, Inc.
Director Skills and Qualifications:
•
Mr. Novak has broad operating executive experience as CEO and CFO as well as leading marketing and sales at medical device companies. In addition, he has board of director experience at medical device and pharmaceutical companies, including service on audit and compensation committees. Further, he has expertise concerning new product development, regulatory approval and commercialization of medical devices. Mr. Novak is also an audit committee financial expert.
|
|
|
Sharon O’Kane
|
| ||||||
|
Independent
Age 53
Six years of service
(since 2015)
Entrepreneur in Residence
University College Dublin |
| |
Sharon O’Kane, Ph.D., 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.
|
| |||
|
Committees:
•
Nominating and Corporate Governance (chair)
Other Public Company Directorships:
•
None
|
| |
Director Skills and Qualifications:
•
Dr. O’Kane has extensive experience in healthcare, both in the academic realm and in research and development (R&D) capacities. 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 received corporate director governance training at the Institute of Directors and Harvard Business School.
|
|
|
Arthur Rosenthal
|
| ||||||
|
Independent
Age 74
Six years of service
(since 2015)
Retired CEO
EyeCue, Inc. |
| |
Arthur Rosenthal, PhD, retired from EyeCue, Inc., a development-stage medical device company working on a guided biopsy for lower and upper gastrointestinal cancer screening, after serving as co-founder and CEO from 2011 to 2015. Dr. Rosenthal also served as Professor of Practice in the Biomedical Engineering Department at Boston University from 2010 to 2015. Prior to co-founding EyeCue in 2011, Dr. Rosenthal served as President and CEO of Cappella, Inc., a development-stage company focused on novel device solutions for coronary artery disease (2009 to 2011); CEO of Labcoat, Ltd., a development-stage drug-eluting stent technology company, from 2005 until its acquisition by Boston Scientific in 2008; Senior Vice President, Chief Science Officer and Executive Committee Member of Boston Scientific (2000 to 2005); and Senior Vice President, Corporate Officer and Chief Development Officer at Boston Scientific (1994 to 2000). Dr. Rosenthal earned his Bachelor Degree in Bacteriology from the University of Connecticut and a Ph.D in Biochemistry from the University of Massachusetts.
|
| |||
|
Committees:
•
Compensation (chair)
Other Public Company Directorships:
•
Profound Medical Corp.
|
| |
Former Public Company Directorships During the Past Five Years:
•
Arch Therapeutics, Inc.
Director Skills and Qualifications:
•
For more than 40 years, Dr. Rosenthal has developed medical device technologies as an individual contributor, technology executive and serial entrepreneur. He has extensive knowledge of regulatory and compliance requirements pertaining to medical devices and experience with new product development and technology commercialization as well as having served as an operating executive with a major medical device manufacturer.
|
|
|
Andrea Saia
|
| ||||||
|
Independent
Age 63
Five years of service
(since 2016)
Retired, Global Head of Vision Care
Alcon Division, Novartis AG |
| |
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 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.
|
| |||
|
Committees:
•
Audit and Compliance
Other Public Company Directorships:
•
Align Technology, Inc.; Outset Medical, Inc.
|
| |
Director Skills and Qualifications:
•
Ms. Saia is an accomplished global business executive with nearly 40 years’ 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.
|
|
|
Todd Schermerhorn
|
| ||||||
|
Independent
Age 60
First year of service
(since December 2020)
Retired, Senior Vice President and Chief Financial Officer, C.R. Bard, Inc.
|
| |
Todd Schermerhorn is retired. Mr. Schermerhorn served as Senior Vice President and Chief Financial Officer of C. R. Bard, Inc., a multinational developer, manufacturer and marketer of life-enhancing 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 received a BS from the University of Lowell and an MBA from Babson College.
|
| |||
|
Committees:
•
Audit and Compliance
Other Public Company Directorships:
•
The Travelers Companies, Inc.
|
| |
Former Public Company Directorships During the Past Five Years:
•
The Spectranetics Corporation
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.
|
|
Directors
|
| |
Nasdaq
“Independent Director” |
| |
Nasdaq
Independence for Compensation Committee Purposes |
| |
“Non-Employee
Director” |
| |
Audit Committee
Financial Expert |
|
Francesco Bianchi
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
|
Stacy Enxing Seng
|
| |
X
|
| |
X
|
| |
X
|
| | | |
William Kozy
|
| |
X
|
| |
X
|
| |
X
|
| | | |
Damien McDonald
|
| | | | | | | | | | | | |
Daniel Moore
|
| |
X
|
| |
X
|
| |
X
|
| | | |
Hugh Morrison
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
|
Alfred Novak
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
|
Sharon O’Kane, PhD
|
| |
X
|
| |
X
|
| |
X
|
| | | |
Arthur Rosenthal, PhD
|
| |
X
|
| |
X
|
| |
X
|
| | | |
Andrea Saia
|
| |
X
|
| |
X
|
| |
X
|
| | | |
Todd Schermerhorn
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
|
| | | |
Members of the Board’s standing committees as of
December 31, 2020 |
| ||||||
|
Compensation
Committee |
| |
Nominating and
Corporate Governance Committee |
| |
Audit and
Compliance Committee |
| |||
|
Francesco Bianchi
|
| |
√
|
| | | | |
√
|
|
|
Stacy Enxing Seng
|
| |
√
|
| | | | | | |
|
William Kozy
|
| | | | |
√
|
| | | |
|
Damien McDonald
|
| | | | | | | | | |
|
Daniel Moore (chair)
|
| | | | | | | | | |
|
Hugh Morrison
|
| | | | |
√ *
|
| |
√ (C)
|
|
|
Alfred Novak
|
| |
√
|
| | | | |
√
|
|
|
Sharon O’Kane, PhD
|
| | | | |
√ (C)
|
| | | |
|
Arthur L. Rosenthal, PhD
|
| |
√ (C)
|
| | | | | | |
|
Andrea Saia
|
| | | | |
√ **
|
| |
√
|
|
|
Todd Schermerhorn
|
| | | | | | | |
√ ***
|
|
| | | |
Committee Actions in 2020
|
| ||||||
|
Meetings
|
| |
8
|
| |
8
|
| |
14
|
|
|
Written Resolutions
|
| |
1
|
| |
1
|
| |
2
|
|
Name
|
| |
Age
|
| |
Position
|
|
Damien McDonald | | |
56
|
| | Chief Executive Officer | |
Alex Shvartsburg | | |
51
|
| | Interim Chief Financial Officer | |
Keyna Skeffington | | |
59
|
| | Senior Vice President, General Counsel and Corporate Secretary | |
Marco Dolci | | |
59
|
| | Head of Global Operations and R&D | |
Trui Hebbelinck | | |
49
|
| | Chief Human Resources Officer | |
Roy Khoury | | |
47
|
| | Former President, International, Senior Vice President, Global Strategic Marketing | |
| Abiomed, Inc | | | Integer Holdings, Corporation | |
| Avanos Medical, Inc. | | | Integra LifeSciences Holdings Corporation | |
| Cantel Medical Corp. | | | Masimo Corporation | |
| CONMED Corporation | | | Merit Medical Systems, Inc. | |
| DexCom, Inc. | | | Nuvasive, Inc. | |
| Globus Medical, Inc. | | | ResMed Inc. | |
| Haemonetics Corporation | | | STERIS plc | |
| Hill-Rom Holdings, Inc. | | | The Cooper Companies, Inc. | |
| Hologic, Inc. | | | Varian Medical Systems, Inc. | |
| ICU Medical, Inc. | | | Wright Medical Group N.V. | |
|
CEO Target Pay Mix
|
| |
NEO’s Target Pay Mix
|
|
|
|
| |
|
|
| | |
2020 Base Salary
($) |
| |
2019 Base Salary
($) |
| |
Change from
2019(1) |
| |||||||||
Damien McDonald
|
| | | | 985,394 | | | | | | 938,471 | | | | | | 5% | | |
Thad Huston
|
| | | | 535,178 | | | | | | 519,591 | | | | | | 3% | | |
Keyna Skeffington
|
| | | | 462,372 | | | | | | 436,200 | | | | | | 6% | | |
| | |
2020 Base Salary
($) |
| |
2019 Base Salary
($) |
| |
Change from
2019(1) |
| |||||||||
Marco Dolci
|
| | | | 570,190 | | | | | | 513,171 | | | | | | 11% | | |
Roy Khoury
|
| | | | 391,297 | | | | | | 339,979 | | | | | | 15% | | |
Name
|
| |
2020 STIP
Minimum (Percentage of Base Salary) |
| |
2020 STIP
Target (Percentage of Base Salary)(1) |
| |
2020 STIP
Maximum (Percentage of Base Salary)(2) |
| |||||||||
Damien McDonald
|
| | | | 0% | | | | | | 125% | | | | | | 200% | | |
Thad Huston
|
| | | | 0% | | | | | | 90% | | | | | | 144% | | |
Alex Shvartsburg
|
| | | | 0% | | | | | | 50% | | | | | | 80% | | |
Keyna Skeffington
|
| | | | 0% | | | | | | 70% | | | | | | 112% | | |
Marco Dolci
|
| | | | 0% | | | | | | 60% | | | | | | 96% | | |
Roy Khoury
|
| | | | 0% | | | | | | 65% | | | | | | 104% | | |
Objectives
|
| |
Target
|
| |
Achievement
|
| |
Achievement %
|
| |
Payout %
|
| ||||||||||||
Group Adjusted Net Sales(1)
|
| | | | 1,128 | | | | | | 937.7 | | | | | | 83.1 | | | | | | 0 | | |
Group Adjusted Net Income(2)
|
| | | | 159 | | | | | | 61.9 | | | | | | 38.9 | | | | | | 0 | | |
| | |
Non-Financial Objectives
|
| ||||||||||||||||||
|
Design
|
| |
Clinical and
Regulatory |
| |
Commercialization
|
| |
Leadership
|
| |||||||||||
Damien McDonald
|
| | | | 10% | | | | | | 20% | | | | | | 10% | | | |
NA
|
|
Thad Huston
|
| | | | 10% | | | | | | 20% | | | | | | 10% | | | |
15%
|
|
Alex Shvartsburg
|
| | | | 10% | | | | | | 20% | | | | | | 10% | | | |
15%
|
|
Keyna Skeffington
|
| | | | 10% | | | | | | 20% | | | | | | 10% | | | |
15%
|
|
Marco Dolci
|
| | | | 10% | | | | | | 20% | | | | | | 10% | | | |
15%
|
|
Roy Khoury
|
| | | | 10% | | | | | | 20% | | | | | | 10% | | | |
15%
|
|
| Bonus Payout = Target Bonus Opportunity(1) X Business Performance Factor(2) X Individual Performance(3) | |
| | |
Target STIP
Potential Award ($) |
| |
Financial
Performance Weight % |
| |
Weighted
Financial Performance Payout % |
| |
Weighted
Non- Financial Performance (excluding Leadership) % |
| |
Weighted
Non- Financial Performance Payout % |
| |
Leadership
Weight % |
| |
Leadership
Payout % |
| |
Business
Performance Factor |
| |
STIP
Payout % of Target |
| |
STIP
Payout ($)(1) |
|
Damien McDonald
|
| |
1,217,159
|
| |
75%
|
| |
0%
|
| |
25%
|
| |
—%
|
| |
—%
|
| |
NA
|
| |
NA
|
| |
—%
|
| |
—
|
|
Thad Huston
|
| |
481,660
|
| |
60%
|
| |
0%
|
| |
25%
|
| |
—%
|
| |
15%
|
| |
100%
|
| |
NA
|
| |
15%
|
| |
71,723
|
|
Alex Shvartsburg(3)
|
| |
128,452
|
| |
NA
|
| |
NA
|
| |
0%
|
| |
—%
|
| |
—%
|
| |
100%
|
| |
33%
|
| |
33%
|
| |
42,390
|
|
Alex Shvartsburg(4)
|
| |
25,690
|
| |
60%
|
| |
0%
|
| |
25%
|
| |
—%
|
| |
15%
|
| |
100%
|
| |
NA
|
| |
15%
|
| |
3,853
|
|
Keyna Skeffington
|
| |
319,105
|
| |
60%
|
| |
0%
|
| |
25%
|
| |
—%
|
| |
15%
|
| |
100%
|
| |
NA
|
| |
15%
|
| |
47,865
|
|
Marco Dolci
|
| |
342,114
|
| |
60%
|
| |
0%
|
| |
25%
|
| |
—%
|
| |
15%
|
| |
100%
|
| |
NA
|
| |
15%
|
| |
51,317
|
|
Roy Khoury
|
| |
254,343
|
| |
60%
|
| |
0%
|
| |
25%
|
| |
—%
|
| |
15%
|
| |
100%
|
| |
NA
|
| |
15%
|
| |
38,151
|
|
| | |
RSUs ($)
|
| |
SARs ($)
|
| |
rTSR PSUs ($)
|
| |
FCF PSUs ($)
|
| |
Total Award
Value ($) |
| |||||||||||||||
Damien McDonald
|
| | | | 1,500,000 | | | | | | 1,250,000 | | | | | | 1,500,000 | | | | | | 1,500,000 | | | | | | 5,750,000 | | |
Thad Huston
|
| | | | 500,000 | | | | | | 500,000 | | | | | | 500,000 | | | | | | 500,000 | | | | | | 2,000,000 | | |
Alex Shvartsburg
|
| | | | 548,000 | | | | | | 123,000 | | | | | | — | | | | | | — | | | | | | 671,000 | | |
Keyna Skeffington
|
| | | | 250,000 | | | | | | 250,000 | | | | | | 250,000 | | | | | | 250,000 | | | | | | 1,000,000 | | |
Marco Dolci
|
| | | | 250,000 | | | | | | 250,000 | | | | | | 250,000 | | | | | | 250,000 | | | | | | 1,000,000 | | |
Roy Khoury
|
| | | | 250,000 | | | | | | 250,000 | | | | | | 250,000 | | | | | | 250,000 | | | | | | 1,000,000 | | |
|
TSR Performance
Percentile Rank |
| |
Percent of Target Number of PSUs
Earned |
| |||
|
≥90th
|
| | | | 200% | | |
|
80th
|
| | | | 150% | | |
|
50th
|
| | | | 100% | | |
|
30th
|
| | | | 40% | | |
|
<30th
|
| | | | 0% | | |
| ABIOMED, Inc. | | | Intuitive Surgical, Inc. | |
| Baxter International Inc. | | | Invacare Corporation | |
| Becton, Dickinson and Company | | | Masimo Corporation | |
| Boston Scientific Corporation | | | Medtronic plc | |
| Cantel Medical Corp. | | | Natus Medical Incorporated | |
| CONMED Corporation | | | Nevro Corp. | |
| DexCom, Inc. | | | NuVasive, Inc. | |
| Edwards Lifesciences Corporation | | | Penumbra Inc. | |
| Globus Medical, Inc. | | | ResMed Inc. | |
| Haemonetics Corporation | | | Smith & Nephew plc | |
| Hill-Rom Holdings, Inc. | | | Stryker Corporation | |
| Hologic, Inc. | | | Teleflex Incorporated | |
| Insulet Corporation | | | Varian Medical Systems, Inc. | |
| Integer Holdings Corporation | | | Wright Medical Group N.V. | |
| Integra LifeSciences Holdings Corp. | | | Zimmer Biomet Holdings, Inc. | |
|
FCF Achievement
Relative to FCF Target(1) |
| |
Percent of Target
Number of PSUs Earned |
| |||
|
≥150%
|
| | | | 200% | | |
|
125%
|
| | | | 150% | | |
|
100%
|
| | | | 100% | | |
|
60%
|
| | | | 20% | | |
|
<60%
|
| | | | 0% | | |
Name and Principal
Position |
| |
Year
|
| |
Salary ($)(1)
|
| |
Stock Awards
($)(2) |
| |
Option Awards
($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(1)(3) |
| |
All Other
Compensation ($)(1)(4) |
| |
Total $)
|
| |||||||||||||||||||||
Damien McDonald
Chief Executive Officer |
| | | | 2020 | | | | | | 973,663 | | | | | | 4,371,196 | | | | | | 1,249,834 | | | | | | 0 | | | | | | 307,660 | | | | | | 6,902,353 | | |
| | | 2019 | | | | | | 933,202 | | | | | | 4,309,277 | | | | | | 1,249,978 | | | | | | 277,244 | | | | | | 362,226 | | | | | | 7,131,927 | | | ||
| | | 2018 | | | | | | 951,218 | | | | | | 3,522,492 | | | | | | 1,124,847 | | | | | | 999,131 | | | | | | 514,940 | | | | | | 7,112,628 | | | ||
Thad Huston
(Former) Chief Financial Officer |
| | | | 2020 | | | | | | 531,281 | | | | | | 1,456,981 | | | | | | 499,937 | | | | | | 71,723 | | | | | | 131,464 | | | | | | 2,691,386 | | |
| | | 2019 | | | | | | 510,694 | | | | | | 1,519,670 | | | | | | 499,998 | | | | | | 170,088 | | | | | | 139,192 | | | | | | 2,839,642 | | | ||
| | | 2018 | | | | | | 511,458 | | | | | | 1,174,164 | | | | | | 374,940 | | | | | | 480,257 | | | | | | 431,233 | | | | | | 2,972,052 | | | ||
Alex Shvartsburg
Interim Chief Financial Officer |
| | | | 2020 | | | | | | 321,104 | | | | | | 572,817 | | | | | | 122,923 | | | | | | 46,243 | | | | | | 77,942 | | | | | | 1,141,029 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Keyna Skeffington
Senior Vice President and General Counsel |
| | | | 2020 | | | | | | 455,828 | | | | | | 728,427 | | | | | | 249,961 | | | | | | 47,866 | | | | | | 119,585 | | | | | | 1,601,667 | | |
| | | 2019 | | | | | | 424,183 | | | | | | 683,719 | | | | | | 224,988 | | | | | | 106,289 | | | | | | 128,751 | | | | | | 1,567,930 | | | ||
| | | 2018 | | | | | | 410,166 | | | | | | 658,627 | | | | | | 162,473 | | | | | | 251,619 | | | | | | 134,393 | | | | | | 1,617,278 | | | ||
Marco Dolci
Senior Vice President, Global Operations and R&D |
| | | | 2020 | | | | | | 570,190 | | | | | | 728,427 | | | | | | 249,960 | | | | | | 51,317 | | | | | | 122,641 | | | | | | 1,722,535 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Roy Khoury
(Former) President International Region and Senior Vice President Global Strategic Marketing |
| | | | 2020 | | | | | | 391,297 | | | | | | 728,427 | | | | | | 249,960 | | | | | | 38,151 | | | | | | 87,482 | | | | | | 1,495,317 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Supplemental
Health Insurance ($) |
| |
Housing
Allowance ($)(a) |
| |
Car
Allowance ($)(b) |
| |
Non-Qualified
Deferred Compensation and Defined Contribution Plan Registrant Contributions ($)(c) |
| |
Cash in
Lieu of Pension ($)(d) |
| |
Other
($)(e) |
| |
Total
($) |
| |||||||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||||||||||||||
Damien McDonald
|
| | | | 33,064 | | | | | | 76,976 | | | | | | 22,772 | | | | | | 12,829 | | | | | | 117,065 | | | | | | 44,954 | | | | | | 307,660 | | |
Thad Huston
|
| | | | 23,361 | | | | | | | | | | | | 16,935 | | | | | | 90,451 | | | | | | | | | | | | 717 | | | | | | 131,464 | | |
Alex Shvartsburg
|
| | | | 22,643 | | | | | | | | | | | | 13,856 | | | | | | | | | | | | 40,350 | | | | | | 1,093 | | | | | | 77,942 | | |
Keyna Skeffington
|
| | | | 36,259 | | | | | | | | | | | | 16,935 | | | | | | | | | | | | 66,391 | | | | | | — | | | | | | 119,585 | | |
Marco Dolci
|
| | | | 4,400 | | | | | | | | | | | | 16,421 | | | | | | 94,029 | | | | | | | | | | | | 7,791 | | | | | | 122,641 | | |
Roy Khoury
|
| | | | 6,130 | | | | | | | | | | | | 16,935 | | | | | | 64,417 | | | | | | | | | | | | — | | | | | | 87,482 | | |
| | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan: Performance Stock Units (PSUs) (#) |
| |
All
Other Stock Awards: Number of Shares of Service Based RSUs (#) |
| |
All
Other Option Awards: Number of Securities Underlying SARs (#) |
| |
Exercise
or Base Price of SAR Awards ($/Sh) |
| | | | | | | |
Grant
Date Fair value of RSU and SAR Awards ($)(1)(2) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||||
Damien McDonald
|
| | | | | | | | | | — | | | | | | 1,217,159 | | | | | | 1,947,325 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 13,771 | | | | | | 34,427 | | | | | | 68,854 | | | | | | | | | | | | — | | | | | | | | | | |
|
(1)
|
| | | | | 1,499,984 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 6,885 | | | | | | 34,427 | | | | | | 68,854 | | | | | | | | | | | | | | | | | | | | | | |
|
(2)
|
| | | | | 1,371,227 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,427 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 1,499,984 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 78,517 | | | | | | 43.57 | | | | |
|
(1)
|
| | | | | 1,249,834 | | | ||
Thad Huston
|
| | | | | | | | | | — | | | | | | 481,660 | | | | | | 770,656 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 4,590 | | | | | | 11,475 | | | | | | 22,950 | | | | | | | | | | | | — | | | | | | | | | | |
|
(1)
|
| | | | | 499,966 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 2,295 | | | | | | 11,475 | | | | | | 22,950 | | | | | | | | | | | | | | | | | | | | | | |
|
(2)
|
| | | | | 457,049 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,475 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 499,966 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,407 | | | | | | 43.57 | | | | |
|
(1)
|
| | | | | 499,937 | | | ||
Alex Shvartsburg
|
| | | | | | | | | | | | | | | | 154,143 | | | | | | 246,629 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,820 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 122,867 | | | ||
| | | 06/15/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,307 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 299,961 | | | ||
| | | 12/15/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,452 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 149,989 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,838 | | | | | | 43.57 | | | | |
|
(1)
|
| | | | | 122,923 | | | ||
Keyna Skeffington
|
| | | | | | | | | | — | | | | | | 319,105 | | | | | | 510,568 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 2,295 | | | | | | 5,737 | | | | | | 11,474 | | | | | | | | | | | | — | | | | | | | | | | |
|
(1)
|
| | | | | 249,961 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 1,147 | | | | | | 5,737 | | | | | | 11,474 | | | | | | | | | | | | | | | | | | | | | | |
|
(2)
|
| | | | | 228,505 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 249,961 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,703 | | | | | | 43.57 | | | | |
|
(1)
|
| | | | | 249,960 | | | ||
Marco Dolci
|
| | | | | | | | | | — | | | | | | 342,114 | | | | | | 547,382 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 2,295 | | | | | | 5,737 | | | | | | 11,474 | | | | | | | | | | | | — | | | | | | | | | | |
|
(1)
|
| | | | | 249,961 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 1,147 | | | | | | 5,737 | | | | | | 11,474 | | | | | | | | | | | | | | | | | | | | | | |
|
(2)
|
| | | | | 228,505 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 249,961 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,703 | | | | | | 43.57 | | | | |
|
(1)
|
| | | | | 249,960 | | | ||
Roy Khoury
|
| | | | | | | | | | — | | | | | | 254,343 | | | | | | 406,949 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 2,295 | | | | | | 5,737 | | | | | | 11,474 | | | | | | | | | | | | — | | | | | | | | | | |
|
(1)
|
| | | | | 249,961 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | 1,147 | | | | | | 5,737 | | | | | | 11,474 | | | | | | | | | | | | | | | | | | | | | | |
|
(2)
|
| | | | | 228,505 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | | | | | | | | | | | | | |
|
(1)
|
| | | | | 249,961 | | | ||
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,703 | | | | | | 43.57 | | | | |
|
(1)
|
| | | | | 249,960 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable (1) |
| |
Number
of Securities Underlying Unexercised Options (#) Unexercisable(2) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#)(3) |
| | | | | | | |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| | | | | | | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
| ||||||||||||||||||||||||
Damien McDonald
|
| | | | 130,670 | | | | | | — | | | | | | 44.79 | | | | | | 11/4/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 20,756 | | | | | | 20,756 | | | | | | 88.38 | | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 9,840 | | | | | | 29,517 | | | | | | 97.25 | | | | | | 3/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | — | | | | | | 78,517 | | | | | | 43.57 | | | | | | 3/30/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 13,352 | | | | |
|
(5)
|
| | | | | 884,036 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 4,450 | | | | |
|
(6)
|
| | | | | 294,635 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 6,364 | | | | |
|
(7)
|
| | | | | 421,360 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 9,639 | | | | |
|
(8)
|
| | | | | 638,198 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 34,427 | | | | |
|
(9)
|
| | | | | 2,279,412 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,729 | | | | |
|
(10)
|
| | | | | 842,787 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,729 | | | | |
|
(11)
|
| | | | | 842,787 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,424 | | | | |
|
(12)
|
| | | | | 1,021,223 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,424 | | | | |
|
(13)
|
| | | | | 1,021,223 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,427 | | | | |
|
(14)
|
| | | | | 2,279,412 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,427 | | | | |
|
(15)
|
| | | | | 2,279,412 | | | ||
Thad Huston
|
| | | | 6,919 | | | | | | 6,918 | | | | | | 88.38 | | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3,936 | | | | | | 11,807 | | | | | | 97.25 | | | | | | 3/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | — | | | | | | 31,407 | | | | | | 43.57 | | | | | | 3/30/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,594 | | | | |
|
(16)
|
| | | | | 105,539 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 4,783 | | | | |
|
(17)
|
| | | | | 316,682 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 9,906 | | | | |
|
(18)
|
| | | | | 655,876 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2,121 | | | | |
|
(7)
|
| | | | | 140,431 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 3,855 | | | | |
|
(8)
|
| | | | | 255,240 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 11,475 | | | | |
|
(9)
|
| | | | | 759,760 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,243 | | | | |
|
(10)
|
| | | | | 280,929 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,243 | | | | |
|
(11)
|
| | | | | 280,929 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,141 | | | | |
|
(12)
|
| | | | | 340,386 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,141 | | | | |
|
(13)
|
| | | | | 340,386 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,475 | | | | |
|
(14)
|
| | | | | 759,760 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,475 | | | | |
|
(15)
|
| | | | | 759,760 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable (1) |
| |
Number
of Securities Underlying Unexercised Options (#) Unexercisable(2) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#)(3) |
| | | | | | | |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| | | | | | | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
| ||||||||||||||||||||||||
Alex Shvartsburg
|
| | | | 4,375 | | | | | | 1,458 | | | | | | 80.26 | | | | | | 12/15/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2,538 | | | | | | 2,538 | | | | | | 88.38 | | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 1,219 | | | | | | 3,655 | | | | | | 97.25 | | | | | | 3/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | — | | | | | | 7,838 | | | | | | 43.57 | | | | | | 3/30/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 663 | | | | |
|
(19)
|
| | | | | 43,897 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 781 | | | | |
|
(7)
|
| | | | | 51,710 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,178 | | | | |
|
(8)
|
| | | | | 77,995 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2,820 | | | | |
|
(9)
|
| | | | | 186,712 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 6,307 | | | | |
|
(20)
|
| | | | | 417,586 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2,452 | | | | |
|
(21)
|
| | | | | 162,347 | | | | | | | | | | | | | | | | | | | | | ||
Keyna Skeffington
|
| | | | 11,403 | | | | | | 3,800 | | | | | | 59.97 | | | | | | 6/12/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2,998 | | | | | | 2,998 | | | | | | 88.38 | | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 1,771 | | | | | | 5,313 | | | | | | 97.25 | | | | | | 3/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | — | | | | | | 15,703 | | | | | | 43.57 | | | | | | 3/30/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,146 | | | | |
|
(22)
|
| | | | | 75,877 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 919 | | | | |
|
(7)
|
| | | | | 60,847 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 601 | | | | |
|
(23)
|
| | | | | 39,792 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,734 | | | | |
|
(8)
|
| | | | | 114,808 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(9)
|
| | | | | 379,847 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,838 | | | | |
|
(10)
|
| | | | | 121,694 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,838 | | | | |
|
(11)
|
| | | | | 121,694 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,313 | | | | |
|
(12)
|
| | | | | 153,144 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,313 | | | | |
|
(13)
|
| | | | | 153,144 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(14)
|
| | | | | 379,847 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(15)
|
| | | | | 379,847 | | | ||
Marco Dolci
|
| | | | 3,631 | | | | | | 3,631 | | | | | | 88.38 | | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1,595 | | | | | | 4,784 | | | | | | 97.25 | | | | | | 3/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | — | | | | | | 15,703 | | | | | | 43.57 | | | | | | 3/30/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,694 | | | | |
|
(5)
|
| | | | | 112,160 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 565 | | | | |
|
(6)
|
| | | | | 37,409 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,117 | | | | |
|
(7)
|
| | | | | 73,957 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,542 | | | | |
|
(8)
|
| | | | | 102,096 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | — | | | | | | | | | | | | 5,737 | | | | |
|
(9)
|
| | | | | 379,847 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,235 | | | | |
|
(10)
|
| | | | | 147,979 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,235 | | | | |
|
(11)
|
| | | | | 147,979 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,056 | | | | |
|
(12)
|
| | | | | 136,128 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,056 | | | | |
|
(13)
|
| | | | | 136,128 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(14)
|
| | | | | 379,847 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(15)
|
| | | | | 379,847 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable (1) |
| |
Number
of Securities Underlying Unexercised Options (#) Unexercisable(2) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#)(3) |
| | | | | | | |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(4) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| | | | | | | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
| ||||||||||||||||||||||||
Roy Khoury
|
| | | | 7,653 | | | | | | — | | | | | | 61.00 | | | | | | 8/5/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3,076 | | | | | | 1,025 | | | | | | 80.26 | | | | | | 12/15/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3,830 | | | | | | 382 | | | | | | 88.38 | | | | | | 3/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 1,675 | | | | | | 5,023 | | | | | | 97.25 | | | | | | 3/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | — | | | | | | 15,703 | | | | | | 43.57 | | | | | | 3/30/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,359 | | | | |
|
(5)
|
| | | | | 89,979 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 453 | | | | |
|
(6)
|
| | | | | 29,993 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 514 | | | | |
|
(19)
|
| | | | | 34,032 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,178 | | | | |
|
(7)
|
| | | | | 77,995 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 1,619 | | | | |
|
(8)
|
| | | | | 107,194 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(9)
|
| | | | | 379,847 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 4,590 | | | | |
|
(24)
|
| | | | | 303,904 | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,357 | | | | |
|
(10)
|
| | | | | 156,057 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,357 | | | | |
|
(11)
|
| | | | | 156,057 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,159 | | | | |
|
(12)
|
| | | | | 142,947 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,159 | | | | |
|
(13)
|
| | | | | 142,947 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(14)
|
| | | | | 379,847 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,737 | | | | |
|
(15)
|
| | | | | 379,847 | | |
Name
|
| |
Stock Options
|
| |
Stock Shares
|
| ||||||||||||||||||
|
Number of
LivaNova Option Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) |
| |
Number of
LivaNova Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(1) |
| ||||||||||||||
Damien McDonald
|
| | | | — | | | | | | — | | | | | | 40,943 | | | | | | 2,275,259 | | |
Thad Huston
|
| | | | — | | | | | | — | | | | | | 18,633 | | | | | | 1,040,878 | | |
Alex Shvartsburg
|
| | | | — | | | | | | — | | | | | | 1,447 | | | | | | 82,670 | | |
Keyna Skeffington
|
| | | | — | | | | | | — | | | | | | 2,484 | | | | | | 120,745 | | |
Marco Dolci
|
| | | | — | | | | | | — | | | | | | 6,113 | | | | | | 328,982 | | |
Roy Khoury
|
| | | | — | | | | | | — | | | | | | 4,029 | | | | | | 235,724 | | |
Plan category
|
| |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (#) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights ($) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (#) |
| |||||||||
Equity compensation plans approved by security holders | | | | | | | | | | | | | | | | | | | |
LivaNova PLC 2015 Incentive Award Plan and Sub-Plan(1)
|
| | | | 3,872,420 | | | | | | 63.98 | | | | | | 3,575,752 | | |
Cyberonics Legacy Plans(2)
|
| | | | 219,807 | | | | | | 53.33 | | | | | | 1,858,706 | | |
Equity compensation plans not approved by security holders
|
| | | | | | | | | | | | | | | | | | |
Cyberonics, Inc. New Employee Equity Inducement Plan(3)
|
| | | | | | | | | | | | | | | | 290,185 | | |
Total
|
| | | | 4,092,227 | | | | | | 58.65 | | | | | | 5,724,643 | | |
Type of Payment or Benefit
|
| |
Termination
without Cause(1) |
| |
Separation due to
Change in Control(2) |
| |
Separation due
to Disability(3) |
| |
Separation due
to Death(4) |
| |
Separation due to
Retirement |
| |||||||||||||||
Severance
|
| | | $ | 973,663 | | | | | | — | | | | | | — | | | | | $ | 3,894,651 | | | | | | — | | |
STIP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LTIP
|
| | | | — | | | | | $ | 6,295,266 | | | | | $ | 1,777,625 | | | | | $ | 1,777,625 | | | | | | — | | |
Benefits
|
| | | $ | 246,039 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 1,219,702 | | | | | $ | 6,295,266 | | | | | $ | 1,777,625 | | | | | $ | 5,672,276 | | | | | | — | | |
Type of Payment or Benefit
|
| |
Termination
without Cause(1) |
| |
Separation
due to Change in Control(2) |
| |
Separation due
to Disability(3) |
| |
Separation due
to Death(4) |
| |
Separation
due to Retirement |
| |||||||||||||||
Severance
|
| | | $ | 80,276 | | | | | | — | | | | | | — | | | | | $ | 1,284,412 | | | | | | — | | |
STIP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LTIP
|
| | | | — | | | | | $ | 1,117,767 | | | | | $ | 177,452 | | | | | $ | 177,452 | | | | | | — | | |
Benefits
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 80,276 | | | | | $ | 1,117,767 | | | | | | — | | | | | $ | 1,461,864 | | | | | | — | | |
Type of Payment or Benefit
|
| |
Termination
without Cause(1) |
| |
Separation due to
Change in Control(2) |
| |
Separation due to
Disability(3) |
| |
Separation due to
Death(4) |
| |
Separation due to
Retirement |
| |||||||||||||||
Severance
|
| | | $ | 436,199 | | | | | | — | | | | | | — | | | | | $ | 1,744,798 | | | | | | — | | |
STIP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LTIP
|
| | | | — | | | | | $ | 694,883 | | | | | $ | 379,228 | | | | | $ | 379,228 | | | | | | — | | |
Benefits
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 436,199 | | | | | $ | 694,883 | | | | | | — | | | | | $ | 2,124,026 | | | | | | — | | |
Type of Payment or Benefit
|
| |
Termination
without Cause(1) |
| |
Separation due to
Change in Control(2) |
| |
Separation due to
Disability(3) |
| |
Separation due to
Death(4) |
| |
Separation due to
Retirement |
| |||||||||||||||
Severance
|
| | | $ | 720,294 | | | | | | — | | | | | | — | | | | | $ | 570,190 | | | | | | — | | |
STIP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LTIP
|
| | | | — | | | | | $ | 1,060,983 | | | | | $ | 355,516 | | | | | $ | 355,516 | | | | | | — | | |
Benefits
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 720,294 | | | | | $ | 1,060,983 | | | | | $ | 355,516 | | | | | $ | 925,706 | | | | | | — | | |
Type of Payment or Benefit
|
| |
Termination
without Cause(1) |
| |
Separation due to
Change in Control(2) |
| |
Separation due to
Disability(3) |
| |
Separation due to
Death(4) |
| |
Separation due to
Retirement |
| |||||||||||||||
Severance
|
| | | $ | 391,297 | | | | | | — | | | | | | — | | | | | $ | 1,565,186 | | | | | | — | | |
STIP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LTIP (1)
|
| | | | — | | | | | $ | 1,378,460 | | | | | $ | 355,516 | | | | | $ | 355,516 | | | | | | — | | |
Benefits
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 391,297 | | | | | $ | 1,378,460 | | | | | $ | 355,516 | | | | | $ | 1,920,702 | | | | | | — | | |
Name
|
| |
Fees Earned or Paid in
Cash ($) |
| |
Stock Awards ($)(1)
|
| |
Total ($)
|
| |||||||||
Daniel Moore
|
| | | | 185,000 | | | | | | 184,993 | | | | | | 369,993 | | |
Hugh Morrison
|
| | | | 146,000 | | | | | | 109,979 | | | | | | 255,979 | | |
Francesco Bianchi
|
| | | | 133,000 | | | | | | 109,979 | | | | | | 242,979 | | |
Alfred Novak
|
| | | | 133,000 | | | | | | 109,979 | | | | | | 242,979 | | |
Arthur L. Rosenthal, PhD
|
| | | | 130,000 | | | | | | 109,979 | | | | | | 239,979 | | |
Sharon O’Kane, PhD
|
| | | | 125,000 | | | | | | 109,979 | | | | | | 234,979 | | |
Andrea Saia
|
| | | | 125,000 | | | | | | 109,979 | | | | | | 234,979 | | |
Stacy Enxing Seng
|
| | | | 118,000 | | | | | | 109,979 | | | | | | 227,979 | | |
William Kozy
|
| | | | 116,000 | | | | | | 109,979 | | | | | | 225,979 | | |
Todd Schermerhorn(2)
|
| | | | 9,851 | | | | | | 62,638 | | | | | | 72,489 | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| ||||||
| | |
(in thousands)
|
| |||||||||
Audit Fees(1)
|
| | | $ | 6,250 | | | | | $ | 7,664 | | |
Audit-Related Services(2)
|
| | | $ | 260 | | | | | $ | 0 | | |
Taxation advisory services(3)
|
| | | $ | 448 | | | | | $ | 443 | | |
All Other Fees(4)
|
| | | $ | 1 | | | | | $ | 1 | | |
Total
|
| | | $ | 6,959 | | | | | $ | 8,108 | | |
Name of Beneficial Owner
|
| |
Amount and Nature of Beneficial Ownership(1)
|
| |||||||||||||||||||||
|
Shares Owned
|
| |
Shares
Acquirable Within 60 Days |
| |
Total Beneficial
Ownership |
| |
Percent of
Class(2) |
| ||||||||||||||
Named Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | |
Damien McDonald
|
| | | | 75,779 | | | | | | 4,450 | | | | | | 80,229 | | | | | | * | | |
Marco Dolci
|
| | | | 6,950 | | | | | | 565 | | | | | | 7,515 | | | | | | * | | |
Trui Hebbelinck
|
| | | | 1,283 | | | | | | 0 | | | | | | 1,283 | | | | | | * | | |
Alex Shvartsurg
|
| | | | 2,676 | | | | | | 1,577 | | | | | | 4,253 | | | | | | * | | |
Keyna Skeffington
|
| | | | 4,919 | | | | | | 1,146 | | | | | | 6,065 | | | | | | * | | |
Directors: | | | | | | | | | | | | | | | | | | | | | | | | | |
Francesco Bianchi
|
| | | | 2,955 | | | | | | 0 | | | | | | 2,955 | | | | | | * | | |
Stacy Enxing Seng
|
| | | | 1,459 | | | | | | 0 | | | | | | 1,459 | | | | | | * | | |
William Kozy
|
| | | | 2,983 | | | | | | 0 | | | | | | 2,983 | | | | | | * | | |
Daniel Moore
|
| | | | 30,699 | | | | | | 0 | | | | | | 30,699 | | | | | | * | | |
Hugh Morrison(3)
|
| | | | 2,929 | | | | | | 0 | | | | | | 2,929 | | | | | | * | | |
Alfred Novak
|
| | | | 12,012 | | | | | | 0 | | | | | | 12,012 | | | | | | * | | |
Sharon O’Kane, PhD
|
| | | | 5,023 | | | | | | 0 | | | | | | 5,023 | | | | | | * | | |
Arthur L. Rosenthal, PhD
|
| | | | 20,046 | | | | | | 0 | | | | | | 20,046 | | | | | | * | | |
Andrea Saia
|
| | | | 4,438 | | | | | | 0 | | | | | | 4,438 | | | | | | * | | |
Todd Schermerhorn
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
All current executive officers and directors as a group
(15 persons) |
| | | | 174,151 | | | | | | 7,738 | | | | | | 181,889 | | | | | | * | | |
5% Holders:(4) | | | | | | | | | | | | | | | | | | | | | | | | | |
BlackRock, Inc.(5)
|
| | | | 5,300,222 | | | | | | — | | | | | | 5,300,222 | | | | | | 10.85 | | |
55 East 52nd Street | | | | | | | | | | | | | | | | | | | | | | | | | |
New York, NY 10055 | | | | | | | | | | | | | | | | | | | | | | | | | |
PRIMECAP Management Company(6)
|
| | | | 3,956,695 | | | | | | — | | | | | | 3,956,695 | | | | | | 8.10 | | |
177 E. Colorado Blvd., 11th Floor | | | | | | | | | | | | | | | | | | | | | | | | | |
Pasadena, CA 91105 | | | | | | | | | | | | | | | | | | | | | | | | | |
Harris Associates L.P.(7)
|
| | | | 3,735,678 | | | | | | — | | | | | | 3,735,678 | | | | | | 7.65 | | |
111. S. Wacker, Suite 4000 | | | | | | | | | | | | | | | | | | | | | | | | | |
Chicago, IL 60606 | | | | | | | | | | | | | | | | | | | | | | | | | |