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​	Date and Time:	​	​	Tuesday, June 11, 2024 3:00 pm British Summer Time/10:00 am Eastern Time	​
​	Virtual Meeting Site:	​	​	www.meetnow.global/MS6WDW6	​
​	Shareholders Eligible to Attend:	​	​	Shareholders of record at the close of The Nasdaq Stock Market LLC exchange on April 15, 2024 (the “Record Date”) may attend the meeting. If you plan to attend the meeting, please follow the registration instructions as outlined in this proxy statement. The meeting is a virtual meeting; no physical meeting will be held.     Members who are entitled to attend and vote are also entitled to appoint another person as a proxy to exercise all or any of his/her rights to attend, speak and vote at the meeting on his/her behalf in respect of the ordinary shares with nominal value £1 per share (each, an “Ordinary Share”) held by him/her.     For information on attending and voting at the meeting and appointing a proxy, see LivaNova’s “Frequently Asked Questions about the Annual General Meeting”.	​
​	Number of Votes Outstanding:	​	​	The Company only has one class of voting share, being the Ordinary Shares. On April 15, 2024, there were 54,151,062 Ordinary Shares in issue and entitled to vote, each carrying one vote per share.	​

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​	​	No.	​	​	Proposed Resolution	​	​	Board Voting Recommendations	​	​
​	​	1	​	​	Ordinary Resolution: To elect, by separate resolutions, each of the following nine (9) directors for a term expiring at the AGM to be held in 2025 (“2025 AGM”): a. J. Christopher Barry ​ b. Francesco Bianchi ​ c. Stacy Enxing Seng ​ d. William Kozy ​ e. Vladimir Makatsaria ​ f. Dr. Sharon O’Kane ​ g. Todd Schermerhorn ​ h. Brooke Story ​ i. Peter Wilver ​	​	​	For (in respect of each nominee)	​	​
​	​	2	​	​	Ordinary Resolution: To approve, on an advisory basis, the Company’s compensation of its named executive officers (“US Say on Pay”).	​	​	For	​	​
​	​	3	​	​	Ordinary Resolution: To ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC-US”), as the Company’s independent registered public accounting firm for 2024.	​	​	For	​	​
​	​	4	​	​	Ordinary Resolution: To approve Amendment No. 1 to the Amended and Restated LivaNova PLC 2022 Incentive Award Plan.	​	​	For	​	​
​	​	5	​	​	Ordinary Resolution: To approve Amendment No. 2 to the LivaNova PLC 2015 Incentive Award Plan.	​	​	For	​	​
​	​	6	​	​	Ordinary Resolution: To generally and unconditionally authorize the directors, for the purposes of section 551 of the Companies Act 2006 (the “Companies Act”) to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £10,830,212, provided that: (A) (unless previously revoked, varied or renewed by the Company) this authority will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for, or convert securities into, shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for, or convert securities into, shares pursuant to such offers or agreements as if this authority had not expired; and ​ (B) this authority replaces all subsisting authorities previously granted to the directors for the purposes of section 551 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities. ​	​	​	For	​	​

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​	​	No.	​	​	Proposed Resolution	​	​	Board Voting Recommendations	​	​
​	​	7	​	​	Special Resolution: Subject to the passing of resolution 6 and in accordance with sections 570 and 573 of the Companies Act, to empower the directors generally to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authority conferred by resolution 6, and/or to sell Ordinary Shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act (existing shareholders’ pre-emption rights) did not apply to any such allotment or sale, provided that this power is limited to the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £10,830,212, provided that: (A) (unless previously revoked, varied or renewed by the Company) this power will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted and/or treasury shares to be sold after its expiry and the directors may allot equity securities and/or sell treasury shares pursuant to such offers or agreement as if this power had not expired; and ​ (B) this power replaces (except for any power conferred by resolution 6) all subsisting powers previously granted to the directors for the purposes of section 570 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under such powers. ​	​	​	For	​	​
​	​	8	​	​	Ordinary Resolution: To approve, on an advisory basis, the United Kingdom (“UK”) directors’ remuneration report in the form set out in the Company’s UK annual report (the “UK Annual Report”) for the period ended December 31, 2023.	​	​	For	​	​
​	​	9	​	​	Ordinary Resolution: To receive and adopt the Company’s audited UK statutory accounts for the year ended December 31, 2023, together with the reports of the directors and auditors thereon.	​	​	For	​	​
​	​	10	​	​	Ordinary Resolution: To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England (“PwC-UK”), as the Company’s UK statutory auditor for 2024.	​	​	For	​	​
​	​	11	​	​	Ordinary Resolution: To authorize the directors and/or the Audit and Compliance Committee to determine the remuneration of the Company’s UK statutory auditor.	​	​	For	​	​

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​		​	​	Internet www.envisionreports.com/LIVN and use the 15 Digit Control Number in the shaded area of your proxy Card or Notice Card 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	​

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Attending virtually at www.meetnow.global/MS6WDW6. and using your control number to record your vote.

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​	​	​	Page				​
Proxy Summary	​	​	​	​	1	​	​
Corporate Governance	​	​	​	​	5	​	​
Overview	​	​	​	​	5	​	​
Role of the Board of Directors	​	​	​	​	6	​	​
Board Meetings and Attendance	​	​	​	​	6	​	​
Board Independence	​	​	​	​	14	​	​
Governance Policies and Practices	​	​	​	​	14	​	​
Board of Directors	​	​	​	​	17	​	​
Board Qualifications and Refreshment	​	​	​	​	17	​	​
Director Nominees	​	​	​	​	18	​	​
Director Compensation	​	​	​	​	22	​	​
Executive Officers	​	​	​	​	24	​	​
Executive Compensation	​	​	​	​	26	​	​
Compensation Discussion & Analysis	​	​	​	​	26	​	​
Compensation and Human Capital Management Committee Report	​	​	​	​	43	​	​
Compensation Tables	​	​	​	​	44	​	​
Pay Versus Performance Disclosure	​	​	​	​	57	​	​
Proposals to be Acted Upon at the AGM	​	​	​	​	61	​	​
Proposal No. 1 — Election of Directors	​	​	​	​	61	​	​
Proposal No. 2 — Advisory (Non-Binding) Vote to Approve Executive Compensation (Say on Pay)	​	​	​	​	62	​	​
Proposal No. 3 — Ratification of the Appointment of PwC-US as the Company’s Independent Registered Public Accounting Firm	​	​	​	​	62	​	​
Proposal No. 4 — Approval of Amendment No. 1 to the Amended and Restated LivaNova PLC 2022 Incentive Award Plan	​	​	​	​	65	​	​
Proposal No. 5 — Approval of Amendment No. 2 to the LivaNova PLC 2015 Incentive Award Plan	​	​	​	​	72	​	​
Proposal No. 6 — Ordinary Resolution to Grant Authority to Allot Shares	​	​	​	​	80	​	​
Proposal No. 7 — Special Resolution to Grant Power to Disapply Pre-Emption Rights	​	​	​	​	80	​	​
Proposal No. 8 — Advisory Vote to Approve the UK Directors’ Remuneration Report	​	​	​	​	82	​	​
Proposal No. 9 — To Receive and Adopt the UK Annual Report and Accounts	​	​	​	​	82	​	​
Proposal No. 10 — Re-appointment of PwC-UK as the Company’s UK Statutory Auditor	​	​	​	​	83	​	​
Proposal No. 11 — Authorization of the Directors and/or the Audit and Compliance Committee to Determine the Remuneration of PwC-UK in its Capacity as UK Statutory Auditor	​	​	​	​	83	​	​
Other Information	​	​	​	​	84	​	​
Frequently Asked Questions About the Annual General Meeting	​	​	​	​	87	​	​
Appendix A	​	​	​	​	A-1	​	​
Appendix B	​	​	​	​	B-1	​	​

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​	Board Independence	​	​	• Nine of LivaNova’s ten current directors are independent ​ • LivaNova’s CEO is the only management director ​ • The Company holds regular executive sessions of independent directors ​	​
​	Board Composition	​	​	• Three of the Company’s current directors are female and seven are male ​ • Recent Board refreshment with the addition of a new independent director in 2023 and a new CEO in 2024 ​	​
​	Board Committees	​	​	• LivaNova has three committees: ​ ◦ Audit and Compliance ​ ◦ Compensation and Human Capital Management ​ ◦ Nominating and Corporate Governance ​ • All of the members of the Company’s committees are independent ​ • The Company conducts annual Board and committee evaluations and an annual review of committee charters ​	​
​	Leadership Structure	​	​	• LivaNova’s Chair and CEO are separate roles ​ • The Chair of the Board, who is independent, presides over all executive sessions of the Board and engages frequently with members of the Company’s Board and management ​	​
​	Risk Oversight	​	​	• LivaNova’s Board is responsible for risk oversight and has designated committees to have particular oversight of certain key risks including cybersecurity, compensation, succession planning and environmental, social and governance (“ESG”) matters ​	​
​	Director Stock Ownership	​	​	• Directors are required to hold meaningful equity ownership positions in the Company ​ • A meaningful portion of director compensation is in the form of Company equity ​ • Directors are prohibited from hedging, pledging or using Company stock as collateral ​	​
​	Accountability to Shareholders	​	​	• LivaNova uses majority voting in director elections ​ • All of the Company’s directors are elected each year ​ • The Company does not have a shareholder rights (“poison pill”) plan ​ • Since the past proxy season, LivaNova has engaged with the majority of the Company’s top 30 shareholders, who represented approximately 80% of the Company’s register as of December 31, 2023 ​ • LivaNova conducts an annual advisory say-on-pay vote ​ • The Company retains the ability to clawback awards in specified situations through the LivaNova Compensation Recoupment Policy and Incentive Clawback Policy ​	​

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Under its charter, the AC Committee’s key responsibilities include: • Reviewing the Company’s accounting, financial reporting and disclosure processes and the audit of the Company’s consolidated financial statements; ​ • Reviewing the Company’s internal controls over financial reporting and disclosure controls and procedures (including reporting structures) with management and the independent auditors; ​ • Reviewing the actions LivaNova takes to comply with the Company’s internal accounting and control policies, as well as external financial, legal and regulatory requirements; ​ • Reviewing the Company’s internal audit functions; ​ • Reviewing the process by which cybersecurity risks are managed; ​ • Producing the AC Committee Report for inclusion in the Company’s annual proxy statement or annual report on Form 10-K; ​ • Reviewing the qualifications and independence of the Company’s independent auditors engaged for the purpose of auditing its consolidated financial statements and issuing an audit report for inclusion in the Company’s annual report on Form 10-K; and ​ • Selecting, subject to required shareholder approvals, LivaNova’s independent auditors and evaluating their performance. ​ The AC Committee meets at least quarterly with management, including the Head of Internal Audit, the Chief Legal Officer (“CLO”), the Chief Accounting Officer (“CAO”), the Chief Financial Officer, the Chief Ethics and Integrity Officer and the independent auditors and has the option to continue those discussions in separate executive sessions to discuss any matter that any of these groups believe should be discussed privately.

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Members: Todd Schermerhorn (Chair) J. Christopher Barry Francesco Bianchi Peter Wilver Eight scheduled meetings in 2023 The AC Committee Report is on pages 63-65 of this proxy statement.

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Under its charter, the CHCM Committee is responsible for, among other things, the following: • Determining and approving the goals and objectives applicable to the compensation of the CEO; evaluating the CEO in light of those goals and objectives at least annually; and determining and approving the CEO’s compensation based on this evaluation; ​ • Determining and approving the compensation of all other executive officers; ​ • Reviewing, verifying and certifying the achievement of any performance goals for long-term and short-term incentive plans; ​ • Reviewing and approving incentive compensation plans and equity-based plans and, where appropriate or required, recommending such plans for shareholder approval; ​ • Administering (including adopting, amending and terminating) incentive compensation and equity-based plans; ​ • Reviewing and discussing with management and overseeing the preparation of 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; ​ • Submitting to the Board and shareholders for their approval a directors’ remuneration policy every three years, in any year in which there is a change relative to the prior year, or if shareholder approval was not achieved when last submitted; ​ • Reviewing director compensation and benefits at least annually; ​ • Producing the CHCM Committee Report for inclusion in the Company’s annual proxy statement or annual report on Form 10-K, as well as the Remuneration Report in the UK Annual Report; ​ • Approving employment agreements and severance arrangements or plans for executive officers; ​ • Reviewing and approving the adoption of, or revision to, and administering any recoupment policy that allows the Company to “clawback” compensation received by executive officers of the Company and to monitor compliance therewith; ​ • Determining stock ownership guidelines / requirements for directors and executive officers and monitoring compliance with such guidelines / requirements; ​ • Reviewing the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking; and ​ • Overseeing the Company’s policies and strategies, and periodically reviewing risks, trends and key metrics related to human capital management. ​

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Members: Stacy Enxing Seng (Chair) Francesco Bianchi Peter Wilver Nine scheduled meetings in 2023, separate and apart from several ad hoc meetings held throughout 2023 in connection with CEO succession planning. The CHCM Committee Report is on page 43 of this proxy statement.

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Under the terms of its charter, the NCG Committee is responsible for, among other things: • Determining the qualifications, qualities, skills and other expertise required to be a director; ​ • Administering the process for identifying candidates for membership on the Board, including the inclusion of at least one woman and at least one member of an underrepresented minority in every slate of potential nominees, developing criteria for Board and committee memberships and recommending and recruiting director nominees; ​ • Evaluating the independence and other standards applicable to service on the Board and its committees, including whether each AC Committee member is financially literate and whether the AC Committee has at least one “audit committee financial expert;” ​ • Evaluating and recommending changes, as appropriate, to Board and committee size, composition and chair and committee structure; and administering the process for regular Board and committee self-evaluations; ​ • Developing and recommending corporate governance principles and policies to LivaNova’s Board; ​ • Overseeing the Company’s corporate governance practices and procedures and reviewing such procedures at least annually; ​ • Reviewing annually and recommending, for Board approval, a succession plan in respect of the CEO and reviewing periodically, succession planning for the Company’s executive leadership team; and ​ • Reviewing and overseeing the Company’s material ESG disclosures. ​

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Members: Dr. Sharon O’Kane (Chair) Daniel Moore Brooke Story Four scheduled meetings in 2023, separate and apart from several ad hoc meetings held throughout 2023 in connection with CEO succession planning and director onboarding.

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​	J. CHRISTOPHER BARRY​							​
​	INDEPENDENT Age 52 Less than one year of service (since 2023)​	​	​	Chris Barry currently serves as Executive Vice President and Group President of the Medical Solutions Division at 3M Company, a position he assumed in March 2024. He previously served as CEO and a member of the board of NuVasive, Inc., a medical technology company focused on spine technology innovation, from 2018 to 2023, at which point, NuVasive Inc. was acquired by Globus Medical. From 2015 to 2018, Mr. Barry served as Senior Vice President and President of Surgical Innovations at Medtronic after Medtronic acquired Covidien, and, prior to Covidien’s acquisition, Mr. Barry spent more than 15 years in increasing commercial and executive leadership roles at Covidien, rising to vice president of sales for energy-based devices. Mr. Barry has a Bachelor of Science degree in Environmental Science from Texas Tech University.				​
			​	Committees: • Audit and Compliance ​ Former Public Company Directorships During the Past Five Years: • NuVasive, Inc. ​	​	​	Director Skills and Qualifications: • Mr. Barry is an audit committee financial expert and an analytical leader with robust general management experience. He has proven to be a highly capable executive both in a large strategic environment and as a first-time CEO of NuVasive in a complex and competitive medical technology category at NuVasive. At NuVasive, Mr. Barry is credited with setting evidence-based expectations and identifying the need for partnership to drive long-term growth for the company and aligning the organization accordingly. ​	​

​	FRANCESCO BIANCHI​							​
​	INDEPENDENT Age 67 Nine years of service (since 2015)​	​	​	Francesco Bianchi has served as 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 and Human Capital Management ​	​	​	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 59 Five years of service (since 2019)​	​	​	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 $2.6 billion 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 and Human Capital Management (Chair) ​ Other Current Public Company Directorships: • Sonova Holding AG ​ Former Public Company Directorships During the Past Five Years: • Hill-Rom Holdings, Inc. ​	​	​	Director Skills and Qualifications: • Ms. Enxing Seng has broad experience as a former senior executive responsible for a worldwide 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. ​	​

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​	WILLIAM KOZY​							​
​	CHAIR Age 72 Six years of service (since 2018)​	​	​	William Kozy is the Chair of the Board of Directors of LivaNova. Mr. Kozy served as Interim Chief Executive Officer of the Company from April 2023 to February 2024. Prior to that, Mr. Kozy retired from Becton, Dickinson and Company, a global medical technology company, in 2016 where Mr. Kozy served as 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: • None, as Chair of the Board ​ Other Current Public Company Directorships: • Cooper Companies, Inc. ​	​	​	Director Skills and Qualifications: • Mr. Kozy has more than 40 years of experience 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 worldwide 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. ​	​

​	VLADIMIR A. MAKATSARIA​							​
​	CHIEF EXECUTIVE OFFICER Age 51 (since 2024)​	​	​	Vladimir Makatsaria is Chief Executive Officer and Board Member of LivaNova. Building great teams and driving innovation and growth in the healthcare field has been Mr. Makatsaria’s focus throughout his entire career. Prior to LivaNova, he worked for 27 years at Johnson & Johnson (J&J), a multinational pharmaceutical and medical technologies corporation, in executive leadership roles, spanning various technologies and geographies. He most recently served as Company Group Chairman at J&J MedTech where he led Ethicon, a global leader in the surgical technologies market. Other executive positions throughout his J&J tenure include leading J&J China, J&J MedTech APAC, Ethicon EMEA, among others. He also served on Ethicon, DePuy and total MedTech global leadership teams. He served as Chairman of the Board of the Asia Pacific Medical Technology Association (APACMed) and as an Advisory Board Member to Singapore Management University. Mr. Makatsaria holds three degrees from the University of Minnesota: a bachelor’s degree in physiology, an MBA and a master’s in healthcare administration.				​
			​	Committees: • None, as Chief Executive Officer ​	​	​	Director Skills and Qualifications: • Mr. Makatsaria has extensive experience in executive leadership roles within global medical device companies. He is an inquisitive leader with a variety of leadership experience, ranging from startups to managing a global 10-billion-dollar business. Mr. Makatsaria has considerable international experience and is credited as being a key component in establishing culture, talent and innovation expectations in his previous positions. ​	​

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​	DR. SHARON O’KANE​							​
​	INDEPENDENT Age 56 Nine years of service (since 2015)​	​	​	Dr. Sharon O’Kane serves as a non-executive director and member of the Audit and Risk Committee of Health Products Regulatory Authority Board in Ireland and has a Visiting Professorship at Ulster University where she advises the Faculty of Life and Health Sciences. She has also served as an Entrepreneur in Residence at University College Dublin since 2015. She was 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 Bachelor of Science(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) ​	​	​	Director Skills and Qualifications: • Dr. O’Kane has extensive experience in healthcare, both in the academic and government realms 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 Scientific 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. ​	​

​	TODD SCHERMERHORN​							​
​	INDEPENDENT Age 63 Four years of service (since 2020)​	​	​	Todd Schermerhorn served as the 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 (Chair) ​ Other Current 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. ​	​

​	BROOKE STORY							​
​	INDEPENDENT Age 52 Two years of service (since 2022)​	​	​	Brooke Story served as the Worldwide President, Surgery at Becton, Dickinson and Company from July 2023 to March 2024 and Worldwide President, Integrated Diagnostics Solutions at Becton, Dickinson and Company from April 2021 to July 2023. Prior to that, Ms. Story 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. Ms. Story holds a BS in industrial engineering from the University of Tennessee and an MBA from the University of Michigan.				​
			​	Committees: • Nominating and Corporate Governance ​ Former Public Company Directorships During the Past Five Years: • Sigilon Therapeutics ​	​	​	Director Skills and Qualifications: • Ms. Story has over 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. ​	​

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​	PETER WILVER​							​
​	INDEPENDENT Age 64 Two years of service (since 2022)​	​	​	Peter Wilver served as Senior Vice President and Chief Financial Officer of Thermo Fisher Scientific Inc., a leading provider of laboratory products and services, from November 2006 to July 2015 and as Executive Vice President and Chief Administrative Officer from August 2015 until his retirement in March 2017. 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.				​
			​	Committees: • Audit and Compliance; Compensation and Human Capital Management ​ Other Current Public Company Directorships: • Baxter International Inc. and Shoals Technologies Group, Inc. ​ Former Public Company Directorships During the Past Five Years: • CIRCOR International, Inc. and Evoqua Water Technologies Corp. ​	​	​	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. ​	​

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Fees Earned in Cash ($)

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Stock Awards ($)(2)

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Total ($)

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J. Christopher Barry

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29,552

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88,329

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117,881

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Francesco Bianchi

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​

133,000

​

​

​

​

​

130,000

​

​

​

​

​

263,000

​

​

Stacy Enxing Seng

​

​

​

​

130,000

​

​

​

​

​

130,000

​

​

​

​

​

260,000

​

​

Daniel Moore

​

​

​

​

118,000

​

​

​

​

​

130,000

​

​

​

​

​

248,000

​

​

Dr. Sharon O’Kane(3)

​

​

​

​

151,429

​

​

​

​

​

130,000

​

​

​

​

​

281,429

​

​

Andrea Saia(4)

​

​

​

​

133,000

​

​

​

​

​

130,000

​

​

​

​

​

263,000

​

​

Todd Schermerhorn

​

​

​

​

140,000

​

​

​

​

​

130,000

​

​

​

​

​

270,000

​

​

Brooke Story

​

​

​

​

118,000

​

​

​

​

​

130,000

​

​

​

​

​

248,000

​

​

Peter Wilver

​

​

​

​

133,000

​

​

​

​

​

130,000

​

​

​

​

​

263,000

​

​

TABLE OF CONTENTS​

Name	​	​	Age				​	​	Position	​
Vladimir Makatsaria	​	​	​	​	51	​	​	​	Chief Executive Officer	​
Alex Shvartsburg	​	​	​	​	54	​	​	​	Chief Financial Officer	​
Michael Hutchinson	​	​	​	​	53	​	​	​	Senior Vice President, Chief Legal Officer and Corporate Secretary	​
Trui Hebbelinck	​	​	​	​	52	​	​	​	Chief Human Resources Officer	​
Stephanie Bolton	​	​	​	​	42	​	​	​	President, Global Epilepsy	​

TABLE OF CONTENTS

TABLE OF CONTENTS​​

TABLE OF CONTENTS

TABLE OF CONTENTS

​	​	2023 Short-Term Incentive Plan	​	​	2021-2023 rTSR PSUs(1)	​	​
​	​	137.5% of target Reflects performance against a set of financial and non-financial objectives	​	​	115% of target Reflects 59th percentile	​	​

TABLE OF CONTENTS

​	​	What LivaNova DOES:	​	​	​	What LivaNova DOES NOT DO:	​	​
​	​	Target NEO pay within a competitive range of the market median to attract, motivate, and retain talented executive officers with the skills and experience to ensure its long-term success	​	​	​	Pay excise tax gross-ups	​	​
​	​	Use multiple pay elements that work together to reward performance and retain talent, while maintaining alignment with shareholder interests	​	​	​	Reprice stock options or award discounted stock option grants	​	​
​	​	Use multiple, balanced performance measures to determine compensation awards	​	​	​	Allow its officers or directors to pledge Company securities	​	​
​	​	Balance the components of compensation so that short-term (annual) and long-term (multi-year) performance objectives are recognized because its success depends on its executive officers being focused on critical strategic and operational objectives, both in the short-term and long-term	​	​	​	Allow hedging transactions for any type of Company security, including without limitation puts, calls, equity swaps, collars, exchange funds, prepaid variable forwards or other financial instruments or derivative securities	​	​
​	​	Pay a substantial portion of each NEO’s compensation as variable pay contingent upon the achievement of its business objectives	​	​	​	​	​	​
​	​	Require NEOs to have a meaningful ownership interest in the Company with stock ownership requirements	​	​	​	​	​	​
​	​	Vest equity awards over time to promote retention and mitigate risk	​	​	​	​	​	​
​	​	Retain the ability to recoup awards in specified situations through its LivaNova Compensation Recoupment Policy and Incentive Clawback Policy	​	​	​	​	​	​
​	​	Engage an independent Compensation Consultant to advise the CHCM Committee	​	​	​	​	​	​
​	​	Include maximum payout caps on LivaNova’s Short-Term Incentive and Performance Stock Units (“PSUs”) payouts	​	​	​	​	​	​
​	​	Grant equity awards with a double trigger acceleration feature upon a Change in Control for awards starting in 2023	​	​	​	​	​	​

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

​	• Abiomed, Inc.(1) ​	​	​	• Integra LifeSciences Holdings Corporation ​	​
​	• Avanos Medical, Inc. ​	​	​	• Masimo Corporation ​	​
​	• CONMED Corporation ​	​	​	• Merit Medical Systems, Inc. ​	​
​	• Globus Medical, Inc. ​	​	​	• Nevro Corp. ​	​
​	• Haemonetics Corporation ​	​	​	• NuVasive, Inc. ​	​
​	• ICU Medical, Inc. ​	​	​	• Penumbra, Inc. ​	​
​	• Integer Holdings, Corporation ​	​	​	• Tandem Diabetics Care, Inc. ​	​

TABLE OF CONTENTS

​

​

​

Currency

​

​

Base Salary as of Dec 31, 2023 (local currency)

​

​

Currency

​

​

Base Salary as of Dec 31, 2022 (local currency)

​

​

Change

​

​

Base Salary as of Dec 31, 2023 (USD)(1)

​

​

Base Salary as of Dec 31, 2022 (USD)(1)

​

William Kozy

​

​

​

​

USD

​

​

​

​

​

975,000

​

​

​

​

​

USD

​

​

​

—

​

​

​

​

NA

​

​

​

​

​

975,000

​

​

​

​

​

NA

​

​

Damien McDonald

​

​

​

​

GBP

​

​

​

​

​

791,117

​

​

​

​

​

GBP

​

​

​

​

​

791,117

​

​

​

—

​

​

​

​

983,398

​

​

​

​

​

974,545

​

​

Alex Shvartsburg

​

​

​

​

USD

​

​

​

​

​

553,000

​

​

​

​

​

GBP

​

​

​

​

​

360,000

​

​

​

​

​

NA

​

​

​

​

​

553,000

​

​

​

​

​

443,470

​

​

Marco Dolci

​

​

​

​

EUR

​

​

​

​

​

533,025

​

​

​

​

​

EUR

​

​

​

​

​

515,000

​

​

​

​

​

+3.5%

​

​

​

​

​

576,328

​

​

​

​

​

541,255

​

​

Michael Hutchinson

​

​

​

​

USD

​

​

​

​

​

509,600

​

​

​

​

​

USD

​

​

​

​

​

490,000

​

​

​

​

​

+4.0%

​

​

​

​

​

509,600

​

​

​

​

​

490,000

​

​

Trui Hebbelinck

​

​

​

​

GBP

​

​

​

​

​

322,132

​

​

​

​

​

GBP

​

​

​

​

​

309,000

​

​

​

​

​

+4.25%

​

​

​

​

​

400,426

​

​

​

​

​

380,645

​

​

TABLE OF CONTENTS

TABLE OF CONTENTS

Name

​

​

2023 STIP Minimum (Percentage of Base Salary)

​

​

2023 STIP Target (Percentage of Base Salary)

​

​

2023 STIP Maximum (Percentage of Base Salary)(1)

​

William Kozy

​

​

​

​

0%

​

​

​

​

​

110%

​

​

​

​

​

200.0%

​

​

Alex Shvartsburg

​

​

​

​

0%

​

​

​

​

​

65%

​

​

​

​

​

121.9%

​

​

Michael Hutchinson

​

​

​

​

0%

​

​

​

​

​

65%

​

​

​

​

​

121.9%

​

​

Trui Hebbelinck

​

​

​

​

0%

​

​

​

​

​

65%

​

​

​

​

​

121.9%

​

​

TABLE OF CONTENTS

​

​

​

Weight (%)

​

​

Target ($M)

​

​

Achievement ($M)

​

​

Achievement (%)

​

​

Financial Payout (%)

​

Net Sales

​

​

​

​

60

​

​

​

​

​

1,113.7

​

​

​

​

​

1,215.4

​

​

​

​

​

109.1

​

​

​

​

​

145.65%

​

​

Adjusted Net Income

​

​

​

​

40

​

​

​

​

​

138.1

​

​

​

​

​

152.0

​

​

​

​

​

110.1

​

​

​

​

​

125.16%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FPF

​

​

​

​

137.5%

​

​

​

​

Business Area

​

​

​

Description

​

​

​

Achievement

​

​

​

Achievement description

​

​

​

Weight (%)

​

​

​

Achievement (%)(1)

​

​

​

​

DTD

​

​

​

500th Unipolar (UP) patient randomized into the study by target date, completing recruitment for UP cohort

​

​

​

Achieved

​

​

​

500th Unipolar patient randomized into the study by target date

​

​

​

15%

​

​

​

15%

​

​

​

​

​

​

​

​

First interim analysis initiated for Bipolar cohort in the RECOVER study upon randomizing target number of bipolar patients by target date

​

​

​

Achieved

​

​

​

Target number of bipolar Patients achieved on June 13, 2023.

​

​

​

10%

​

​

​

10%

​

​

​

​

OSA

​

​

​

Target number of randomized patients by target date and program assessment completion by target date

​

​

​

Not Achieved

​

​

​

Target number of patients not achieved by the target date and program assessment completed

​

​

​

10%

​

​

​

0%

​

​

​

​

Epilepsy

​

​

​

Target% of New Patient Implants (“NPIs”) growth year over year

​

​

​

Not Achieved

​

​

​

Achieved high single digit NPI year-over-year growth, slightly behind target%

​

​

​

20%

​

​

​

0%

​

​

​

​

​

​

​

​

Two key milestones in Regulatory and R&D to be completed by target date, each weighted 5%.

​

​

​

Achieved

​

​

​

All milestones achieved by the target date

​

​

​

10%

​

​

​

10%

​

​

​

​

CP

​

​

​

Software release for Europe commercialization by target date

​

​

​

Achieved

​

​

​

Software release completed by target date

​

​

​

15%

​

​

​

15%

​

​

​

​

ACS

​

​

​

One key milestone in Regulatory and target number of critical product development projects to be completed by target date, each weighted 5%.

​

​

​

Achieved

​

​

​

Both regulatory and product development goal achieved

​

​

​

10%

​

​

​

10%

​

​

​

​

Capability

​

​

​

Financial system deployed by target date

​

​

​

Achieved

​

​

​

Financial system went live by the target date

​

​

​

10%

​

​

​

10%

​

​

​

​

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

100%

​

​

​

70%

​

​

TABLE OF CONTENTS

​

​

​

2023 STIP Target ($)(1)

​

​

STIP Payout %

​

​

2023 STIP Payout ($)(1)

​

William Kozy(2)

​

​

​

​

769,849

​

​

​

​

​

137.5%

​

​

​

​

​

1,058,542

​

​

Alex Shvartsburg(3)

​

​

​

​

349,442

​

​

​

​

​

137.5%

​

​

​

​

​

480,483

​

​

Michael Hutchinson

​

​

​

​

328,308

​

​

​

​

​

137.5%

​

​

​

​

​

451,424

​

​

Trui Hebbelinck

​

​

​

​

257,661

​

​

​

​

​

137.5%

​

​

​

​

​

354,284

​

​

TABLE OF CONTENTS

​

​

​

RSUs ($)

​

​

SARs ($)

​

​

rTSR PSUs ($)

​

​

FCF PSUs ($)

​

​

ROIC PSUs ($)

​

​

Total Award Value ($)

​

Damien McDonald(1)

​

​

​

​

1,625,000

​

​

​

​

​

1,625,000

​

​

​

​

​

1,625,000

​

​

​

​

​

812,500

​

​

​

​

​

812,500

​

​

​

​

​

6,500,000

​

​

Alex Shvartsburg

​

​

​

​

400,000

​

​

​

​

​

400,000

​

​

​

​

​

400,000

​

​

​

​

​

200,000

​

​

​

​

​

200,000

​

​

​

​

​

1,600,000

​

​

Marco Dolci

​

​

​

​

250,000

​

​

​

​

​

250,000

​

​

​

​

​

250,000

​

​

​

​

​

125,000

​

​

​

​

​

125,000

​

​

​

​

​

1,000,000

​

​

Michael Hutchinson

​

​

​

​

250,000

​

​

​

​

​

250,000

​

​

​

​

​

250,000

​

​

​

​

​

125,000

​

​

​

​

​

125,000

​

​

​

​

​

1,000,000

​

​

Trui Hebbelinck

​

​

​

​

225,000

​

​

​

​

​

225,000

​

​

​

​

​

225,000

​

​

​

​

​

112,500

​

​

​

​

​

112,500

​

​

​

​

​

900,000

​

​

TABLE OF CONTENTS

​	TSR Performance Percentile Rank	​	​	Percent of Target PSUs Earned				​
​	≥90th	​	​	​	​	200%	​	​
​	80th	​	​	​	​	150%	​	​
​	50th	​	​	​	​	100%	​	​
​	30th	​	​	​	​	40%	​	​
​	<30th	​	​	​	​	0%	​	​

​	Avanos Medical, Inc.	​	​	iRhythm Technologies, Inc	​
​	Boston Scientific Corporation	​	​	Masimo Corporation	​
​	CONMED Corporation	​	​	Medtronic plc	​
​	DexCom, Inc.	​	​	Merit Medical Systems, Inc.	​
​	Edwards Lifesciences Corporation	​	​	Nevro Corp.	​
​	Globus Medical, Inc.	​	​	NuVasive, Inc.	​
​	Haemonetics Corporation	​	​	Orthofix Medical Inc.	​
​	Hologic, Inc.	​	​	Penumbra Inc.	​
​	ICU Medical, Inc	​	​	ResMed Inc.	​
​	Insulet Corporation	​	​	Smith & Nephew plc	​
​	Integer Holdings Corporation	​	​	Tandem Diabetes Care, Inc	​
​	Integra LifeSciences Holdings Corp.	​	​	Teleflex Incorporated	​
​	Intuitive Surgical, Inc.	​	​	Zimmer Biomet Holdings, Inc.	​
​	Invacare Corporation	​	​	​	​

TABLE OF CONTENTS

​	FCF Achievement Relative to FCF Target(1)	​	​	Percent of PSUs Earned				​
​	≥150%	​	​	​	​	200%	​	​
​	125%	​	​	​	​	150%	​	​
​	100%	​	​	​	​	100%	​	​
​	60%	​	​	​	​	20%	​	​
​	<60%	​	​	​	​	0%	​	​

​	ROIC Achievement Relative to ROIC Target(1)	​	​	Percent of Target PSUs Earned				​
​	Target ≥ +250 bps	​	​	​	​	200%	​	​
​	Target +125 bps	​	​	​	​	150%	​	​
​	Target	​	​	​	​	100%	​	​
​	Target – 125 bps	​	​	​	​	50%	​	​
​	Target ≤ 250 bps	​	​	​	​	0%	​	​

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS​

TABLE OF CONTENTS​

Name and Principal Position

​

​

Year

​

​

Salary ($)(1)

​

​

Bonus ($)(2)

​

​

Stock Awards ($)(3)

​

​

Option Awards ($)(3)

​

​

Non-Equity Incentive Plan Compensation ($)(1)(4)

​

​

All Other Compensation ($)(1)(5)

​

​

Total

​

William Kozy, Former Interim CEO(6)

​

​

​

​

2023

​

​

​

​

​

697,500

​

​

​

​

​

—

​

​

​

​

​

1,249,961

​

​

​

​

​

—

​

​

​

​

​

1,058,542

​

​

​

​

​

54,722

​

​

​

​

​

3,060,725

​

​

Damien McDonald, Former CEO(7)

​

​

​

​

2023

​

​

​

​

​

286,826

​

​

​

​

​

—

​

​

​

​

​

4,746,297

​

​

​

​

​

1,624,996

​

​

​

​

​

—

​

​

​

​

​

1,552,221

​

​

​

​

​

8,210,340

​

​

​

​

​

2022

​

​

​

​

​

967,450

​

​

​

​

​

—

​

​

​

​

​

4,883,235

​

​

​

​

​

1,249,995

​

​

​

​

​

1,105,422

​

​

​

​

​

359,443

​

​

​

​

​

8,565,545

​

​

​

​

​

2021

​

​

​

​

​

1,056,456

​

​

​

​

​

—

​

​

​

​

​

5,349,239

​

​

​

​

​

1,249,971

​

​

​

​

​

1,884,453

​

​

​

​

​

540,525

​

​

​

​

​

10,080,644

​

​

Alex Shvartsburg, CFO

​

​

​

​

2023

​

​

​

​

​

536,885

​

​

​

​

​

—

​

​

​

​

​

1,168,289

​

​

​

​

​

399,992

​

​

​

​

​

480,483

​

​

​

​

​

185,531

​

​

​

​

​

2,771,180

​

​

​

​

​

2022

​

​

​

​

​

434,231

​

​

​

​

​

—

​

​

​

​

​

976,502

​

​

​

​

​

299,966

​

​

​

​

​

258,051

​

​

​

​

​

159,916

​

​

​

​

​

2,128,666

​

​

​

​

​

2021

​

​

​

​

​

431,476

​

​

​

​

​

—

​

​

​

​

​

891,335

​

​

​

​

​

249,988

​

​

​

​

​

314,453

​

​

​

​

​

142,107

​

​

​

​

​

2,029,359

​

​

Marco Dolci, Former President, Cardiopulmonary BU(8)

​

​

​

​

2023

​

​

​

​

​

571,833

​

​

​

​

​

—

​

​

​

​

​

2,094,554

​

​

​

​

​

1,046,774

​

​

​

​

​

—

​

​

​

​

​

1,089,127

​

​

​

​

​

4,802,288

​

​

​

​

​

2022

​

​

​

​

​

537,617

​

​

​

​

​

—

​

​

​

​

​

813,760

​

​

​

​

​

249,978

​

​

​

​

​

407,944

​

​

​

​

​

198,728

​

​

​

​

​

2,208,027

​

​

​

​

​

2021

​

​

​

​

​

591,140

​

​

​

​

​

—

​

​

​

​

​

891,335

​

​

​

​

​

249,988

​

​

​

​

​

506,134

​

​

​

​

​

190,807

​

​

​

​

​

2,429,404

​

​

Michael Hutchinson, Senior Vice President, Chief Legal Officer and Company Secretary

​

​

​

​

2023

​

​

​

​

​

505,077

​

​

​

​

​

100,000

​

​

​

​

​

730,181

​

​

​

​

​

249,983

​

​

​

​

​

451,424

​

​

​

​

​

35,686

​

​

​

​

​

2,072,351

​

​

Trui Hebbelinck, CHRO

​

​

​

​

2023

​

​

​

​

​

396,347

​

​

​

​

​

—

​

​

​

​

​

657,120

​

​

​

​

​

224,994

​

​

​

​

​

354,284

​

​

​

​

​

144,415

​

​

​

​

​

1,777,160

​

​

​

​

​

2022

​

​

​

​

​

377,873

​

​

​

​

​

—

​

​

​

​

​

732,378

​

​

​

​

​

224,966

​

​

​

​

​

224,516

​

​

​

​

​

129,018

​

​

​

​

​

1,688,751

​

​

​

​

​

​

​

2021

​

​

​

​

​

412,638

​

​

​

​

​

—

​

​

​

​

​

713,172

​

​

​

​

​

199,973

​

​

​

​

​

382,742

​

​

​

​

​

149,940

​

​

​

​

​

1,858,465

​

​