DEF 14A of LivaNova PLC, Apr 30, 2025

DEF 14A of LivaNova PLC

Filed Apr 30, 2025 · FY20240001104659-25-041852

Open on EDGAR

  1. Governance Highlights

    Governance Highlights LivaNova is committed to good corporate governance, which promotes the long-term interests of the Company’s shareholders and strengthens Board and management accountability. Many of LivaNova’s enhanced corporate governance practices reflect feedback from the Company’s shareholders and other stakeholders. Highlights of LivaNova’s corporate governance practices include the following: ☑ Annual Board and Committee Self-Evaluations. The Board, along with each of its committees, conducts a self-evaluation of its performance on an annual basis. ☑ Regular Review of Key Governance Documents. Review of committee charters and Corporate Governance Guidelines at least annually or on a more frequent basis, as needed. ☑ Regular Executive Sessions. All regularly scheduled Board and committee meetings include an opportunity for the non-executive directors to meet without management present. ☑ Robust Code of Ethics and Business Conduct. Provides the foundation for how directors and employees represent the Company. ☑ Annual Election of Directors. All directors stand for election on an annual basis. ☑ Majority Voting in Uncontested Director Elections. All director nominees must receive an affirmative vote of the majority of votes cast in an uncontested election. In the event a director nominee fails to receive an affirmative majority vote for reelection, the Board shall resolve whether such director should remain a director in accordance with the Articles of Association. ☑ Separate CEO and Independent Board Chair. Separate CEO and Chair positions to better serve the needs of the Board and the Company by allowing the CEO to focus his attention on driving business performance rather than Board governance. ☑ Financial Literacy and Expertise of all Members of the Audit and Compliance Committee. All director nominees that are Audit and Compliance Committee (“AC Committee”) members are “audit committee financial experts” under the rules of the SEC.

  2. Governance Highlights

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  3. Governance Highlights

    | BOARD COMPOSITION |

  4. Governance Highlights

    The members of LivaNova’s Board of Directors represent a broad range of expertise, experience, viewpoints, and backgrounds, as well as a mix of tenure and service on the Board, as reflected in the following Board composition snapshot for the ten Board members that are being nominated for re-election at LivaNova’s AGM. LivaNova’s Board and the Company are focused on ensuring a diverse Board and accordingly, highlight diversity as a key criterion for consideration in the selection of new directors. In addition to this focus, pursuant to its charter, the Nominating and Corporate Governance Committee (“NCG Committee”) must include at least one woman and at least one member of an underrepresented minority in every pool of potential nominees. The below graphs reflect LivaNova’s self-identified diversity for its current Board members, as of April 30, 2025.

  5. Governance Highlights

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  6. Governance Highlights

    | The following individuals are nominated for election at the AGM. | | | | Individual Information | Director Since | Committee Participation | | William Kozy (Chair of the Board) Independent | Age 73 Former EVP and COO, Becton, Dickinson and Company | 2018 | • None | | J. Christopher Barry Independent | Age 53 Executive Vice President and Group President of the Medical Solutions Division, Solventum | 2023 | • Audit & Compliance Committee • Nominating & Corporate Governance Committee | | Francesco Bianchi Independent | Age 68 Chair, Seven Capital Partners S.r.l. | 2015 | • Audit & Compliance Committee • Compensation & Human Capital Management Committee | | Stacy Enxing Seng Independent | Age 60 Operating Partner, Lightstone Ventures | 2019 | • CHAIR, Compensation & Human Capital Management Committee | | Vladimir Makatsaria (Chief Executive Officer) Not Independent | Age 52 CEO, LivaNova | 2024 | • None, as Chief Executive Officer | | Dr. Sharon O’Kane Independent | Age 57 Non-Executive Director of the Health Products Regulatory Authority Board in Ireland; Entrepreneur in Residence, University College Dublin | 2015 | • CHAIR, Nominating & Corporate Governance Committee | | Susan Podlogar Independent | Age 61 Former Executive Vice President, Chief Human Resources Officer at MetLife | 2024 | • Compensation & Human Capital Management Committee | | Todd Schermerhorn Independent | Age 64 Former SVP and Chief Financial Officer, C.R. Bard, Inc. | 2020 | • CHAIR, Audit & Compliance Committee | | Brooke Story Independent | Age 53 Integration Lead, Becton, Dickinson and Company | 2022 | • Nominating & Corporate Governance Committee | | Peter Wilver Independent | Age 65 Former EVP and Chief Administrative Officer, Thermo Fisher Scientific Inc. | 2022 | • Audit & Compliance Committee • Compensation & Human Capital Management Committee |

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  8. Governance Highlights

    | APPROACH TO EXECUTIVE COMPENSATION |

  9. Governance Highlights

    LivaNova’s market-competitive executive compensation program acts as an incentive for the Company’s named executive officers (“NEOs”) to perform at their highest level, take appropriate risks, and create shareholder value. In addition, LivaNova’s executive compensation program is designed to ensure that the Company recruits and retains key executive officers that can drive the Company’s success and align the interests of its executive officers, including the Company’s NEOs, with that of shareholders. With input from the Company’s independent compensation consultant, Pearl Meyer, the Compensation and Human Capital Management Committee (“CHCM Committee”) routinely assesses the Company’s executive compensation practices to determine whether any enhancements are advisable. To achieve the objectives of the Company’s executive compensation program as described above, the CHCM Committee structures the executive compensation program to: ☑ Target NEO pay around the market median to attract, motivate, develop and retain talented executive officers with the skills and experience to ensure LivaNova’s long-term success; ☑ Use multiple pay and award vehicles that work together to reward performance and retain talent, while maintaining alignment with shareholder interests; ☑ Reward individual performance with a base salary and a cash-based, short-term bonus ensuring a meaningful link to the Company’s operational performance and shareholder interests; ☑ Pay a substantial portion of each NEO’s compensation as variable pay contingent upon the achievement of the Company’s business objectives and individual performance; ☑ Balance the components of compensation so that short-term (annual) and long-term performance objectives are recognized because the Company’s success depends on the Company’s executive officers being focused on critical strategic and tactical objectives, both short-term and long-term ☑ Employ stock ownership requirements that require NEOs to maintain a meaningful ownership interest in the Company; ☑ Vest equity awards over time to promote retention; ☑ Provide for a double-trigger vesting for equity awards granted after February 15, 2023; ☑ Consider the LivaNova Compensation Recoupment Policy and the Incentive Clawback Policy, which provide for the clawback of awards in specified situations; and Work with an independent compensation consultant to ensure the Company’s program is meeting its goals.

  10. Governance Highlights

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  11. Governance Highlights

    | CORPORATE GOVERNANCE |

  12. Governance Highlights

    LivaNova is committed to effective corporate governance and high ethical standards. The following highlights the Company’s governance practices which are covered in greater detail in the following pages.

  13. Governance Highlights

    | Board Independence | • Nine of LivaNova’s ten current directors are independent • LivaNova’s CEO is the only management director • The Board holds regular executive sessions of independent directors | | Board Composition | • Four of the Company’s current directors are female and six are male • Board refreshment in 2024 with the addition of an executive director CEO, Mr. Makatsaria, and a new independent director, Ms. Podlogar. | | 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 executive management team | | Risk Oversight | • LivaNova’s Board has primary responsibility for oversight of enterprise risk management, with the standing committees supporting the Board by overseeing risks related to their respective areas of oversight, including cybersecurity, compensation, succession planning, and environmental, social and governance (“ESG”). | | Director Stock Ownership | • Directors are required to hold meaningful equity ownership positions in the Company (five times the annual base salary for the CEO and five times the annual cash retainer for all non-executive directors). • 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 over 70% of the Company’s register as of December 31, 2024 • 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 |

  14. Governance Highlights

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  15. Governance Highlights

    | ROLE OF THE BOARD OF DIRECTORS |

  16. Governance Highlights

    The Board oversees management as it operates the business and ensures the interests of shareholders are served. The Board provides guidance over the Company’s regular and nonrecurring business transactions, as required, and is also responsible for assessing the effectiveness of the Company’s organizational structure and systems and for evaluating the Company’s overall performance.

  17. Director Nominees

    Director Nominees LivaNova’s Articles of Association provide that the number of directors shall be ten unless otherwise decided by the Board. Upon the recommendation of the Company’s NCG Committee, the Board has nominated the ten individuals named below to serve as directors until the 2026 AGM or their earlier resignation or removal. All directors are elected annually.

  18. Director Nominees

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  19. Director Nominees

    | J. CHRISTOPHER BARRY Independent | Age 53 | Director since 2023 | | | | Chris Barry serves as Executive Vice President and Group President of the Medical Solutions Division at Solventum, formerly known as 3M, 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; Nominating and Corporate Governance Former Public Company Directorships During the Past Five Years: NuVasive, Inc. (NUVA) | | Director Skills: Mr. Barry is a senior executive in the medical device industry with substantial experience in medical device technologies, international business strategy, and mergers and acquisitions. He has robust general management experience and expertise in corporate governance matters. He is also an audit committee financial expert. | |

  20. Director Nominees

    | FRANCESCO BIANCHI Independent | Age 68 | Director since 2015 | | | | Francesco Bianchi serves as Chair of Seven Capital Partners S.r.l., a financial consulting firm, a position he assumed in 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 over 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: Mr. Bianchi has an extensive professional background working in strategy and mergers and acquisitions. As a former executive leader and current Chair of a financial consulting firm, Mr. Bianchi has vast expertise in global business strategy, compensation analysis, and corporate governance. He is also an audit committee financial expert. | |

  21. Director Nominees

    | STACY ENXING SENG Independent | Age 60 | Director 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 healthcare products company, as its President, Vascular Therapies (2011 to 2014) and President, 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 BA in Public Policy from Michigan State University and an MBA from Harvard University. | | | Committees: Compensation and Human Capital Management (Chair) Other Current Public Company Directorships: Sonova Holding AG (SONVY) Former Public Company Directorships During the Past Five Years: Hill-Rom Holdings, Inc. (HRC) | | Director Skills: As a former senior executive responsible for a worldwide business unit of a major medical device company, Ms. Enxing Seng has extensive experience in strategy, marketing, sales, innovation, and mergers and acquisitions. She also has experience with human capital management matters and compensation analysis. | |

  22. Director Nominees

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  23. Director Nominees

    | WILLIAM KOZY Board Chair | Independent | Age 73 | Director since 2018 | | | | William Kozy is the Chair of the Board of Directors of LivaNova. Mr. Kozy previously served as Interim Chief Executive Officer of LivaNova from April 2023 to February 2024. 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. 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 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 BA from Kenyon College. | | | Committees: None Former Public Company Directorships During the Past Five Years: Cooper Companies, Inc. (COO) | | Director Skills: As a seasoned executive with more than 40 years of experience with global medical device companies, Mr. Kozy has extensive expertise in executive leadership, innovation, operations, manufacturing, and ERP implementation as well as relevant experience in global strategy, mergers and acquisitions, technology, and product development. Additionally, Mr. Kozy has in-depth experience in investor engagement and relations and corporate governance matters such as succession planning. | |

  24. Director Nominees

    | VLADIMIR MAKATSARIA Chief Executive Officer | Age 52 | Director since 2024 | | | | Vladimir Makatsaria is Chief Executive Officer and a Board Member of LivaNova. 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, and 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 | | Director Skills: 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 business. Mr. Makatsaria has considerable international experience and is credited as being a key component in establishing culture, talent, and innovation transformations in his previous positions. | |

  25. Director Nominees

    | DR. SHARON O’KANE Independent | Age 57 | Director since 2015 | | | | Dr. Sharon O’Kane serves as a non-executive director and member of the Audit and Risk Committee of the 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 a non-executive director of Iomet Pharma Ltd (2010-2016), an expert advisor to the Stevenage Bioscience Catalyst Facility at GlaxoSmithKline, (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) and was a non-executive director of the Manchester Inward development agency (2010-2012). 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 PhD in Biomedical Sciences. She earned a Diploma in Company Direction from the Institute of Directors (UK), where she was recently made a Chartered Director and Fellow of the Institute and received corporate governance training at Harvard Business School. | | | Committees: Nominating and Corporate Governance (Chair) | | Director Skills: With extensive experience in healthcare, both in the academic and government realms, and in research and development capacities, Dr. O’Kane has a keen understanding of the medical device industry. She also has deep expertise in corporate governance, intellectual property and licensing, public policy and government, and regulatory affairs. | |

  26. Director Nominees

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  27. Director Nominees

    | SUSAN PODLOGAR Independent | Age 61 | Director since 2024 | | | | Susan Podlogar served as the Executive Vice President, Chief Human Resources Officer at MetLife from July 2017 until her retirement in June 2024. Prior to MetLife, Ms. Podlogar spent 16 years at Johnson & Johnson in various leadership roles, including Global Head, Human Resources Medical Devices; Global Head of Total Rewards and Head Human Resources for Europe, the Middle East, and Africa; and Global Head, Human Resources and Communications Pharmaceutical R&D. Early career highlights include positions with Bayer Pharmaceutical, Bristol-Myers Squibb, and William M. Mercer. She holds an MBA from the University of South Florida and a bachelor’s degree with a double major in Labor and Industrial Relations and Business Administration from the University of Wisconsin-Parkside. | | | Committees: Compensation and Human Capital Management Other Current Public Company Directorships: Tevogen Bio Holdings, Inc. (TVGN) | | Director Skills: As a former Chief Human Resources Officer of a global organization, Ms. Podlogar has a keen understanding of the evolving dynamics of the global business landscape, with expertise in human capital management, innovative and strategic leadership, cultural transformation, and compensation analysis. | |

  28. Director Nominees

    | TODD SCHERMERHORN Independent | Age 64 | Director 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. (TRV) Former Public Company Directorships During the Past Five Years: The Spectranetics Corporation (SPNC) | | Director Skills: As a former Chief Financial Officer of a global medical technology company, Mr. Schermerhorn has significant public company and financial reporting and investor and public relations experience. Mr. Schermerhorn is also an audit committee financial expert. | |

  29. Director Nominees

    | BROOKE STORY Independent | Age 53 | Director since 2022 | | | | Brooke Story serves as Integration Lead at Becton, Dickinson and Company, a position she assumed in June 2024. She previously 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 Other Current Public Company Directorships: Sigilon Therapeutics (SGTX) | | Director Skills: Ms. Story is a seasoned senior executive with expertise in international business strategy and operations in the highly regulated medical technology industry. Throughout her career, she has excelled in helping large medical device corporations inspire teams, mentor and develop talent, and deliver economic value. | |

  30. Director Nominees

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  31. Director Nominees

    | PETER WILVER Independent | Age 65 | Director 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 Former Public Company Directorships During the Past Five Years: Baxter International Inc. (BAX), CIRCOR International, Inc. (CIR), Evoqua Water Technologies Corp. (AQUA); and Shoals Technologies Group, Inc. (SHLS) | | Director Skills: As a former Chief Financial Officer of a publicly traded multinational company, Mr. Wilver has significant public company experience in financial reporting, investor relations, strategic planning, business development, compensation planning, and strategy formation and execution. Mr. Wilver is also an audit committee financial expert. | |

  32. Director Compensation

    Director Compensation Overview. The CHCM Committee reviews the total compensation paid to the Company’s non-executive directors on an annual basis. The purpose of the review is to ensure that the level of compensation is appropriate to attract, motivate, develop, and retain a diverse group of directors with the breadth of experience necessary to perform the Board’s duties and to compensate LivaNova’s directors fairly for their services. The review includes the consideration of qualitative and comparative factors. To ensure directors are compensated relative to the scope of their responsibilities, the CHCM Committee considers the factors set out in the Company’s remuneration policy which governs payments to all directors, including non-executive directors. Some of the factors considered include the time and effort involved in preparing for Board and committee meetings and the additional duties assumed by committee chairs, the Chair of the Board (if a non-executive director) and the Lead Director (if the Chair of the Board is an executive director); the level of continuing education required to remain informed of broad corporate governance trends and material developments relevant to strategic initiatives within the Company; and the compensation paid to directors at a peer group of companies as determined by the CHCM Committee with advice from its independent compensation consultant. 2024 Director Compensation. Non-executive directors who served on the Company’s Board received the following fees paid in cash for their service on the Board in 2024: From January 2024 until the 2024 AGM: • annual Board retainer fee of $110,000 ($185,000 for the Board Chair) • annual committee Chair fees: ◦ $20,000 (NCG Committee) ◦ $20,000 (CHCM Committee) ◦ $30,000 (AC Committee) • annual committee member fees (for members other than the committee chairs): ◦ $8,000 (NCG Committee) ◦ $8,000 (CHCM Committee) ◦ $15,000 (AC Committee) Effective at the time of the 2024 AGM, the annual Board retainer for the Company’s non-executive directors was decreased by $50,000 to $60,000 ($135,000 for the Board Chair) to reflect a more appropriate mix of cash and equity per benchmarking data and the advice of the Company’s independent compensation consultant, Pearl Meyer. No other changes were made to the committee chair and member fees.

  33. Director Compensation

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  34. Director Compensation

    Corresponding to the change in the annual retainer, in 2024, each of the Company’s non-executive directors received an increase of $50,000 to the grant value of their annual service-based share awards from what they had received in 2023 (to $180,000 for non-executive directors other than the Chair of the Board, and to $255,000 for the Board Chair). These are service-based awards that vest after one year, subject to prorated vesting in the event of separation prior to the end of a director’s term. The following table sets forth a summary of the compensation due to the non-executive directors in the year ended December 31, 2024:

  35. Director Compensation

    | Name(1) | Fees Earned in Cash ($) | Stock Awards ($)(2) | Total ($) | | J. Christopher Barry | 101,808 | 180,000 | 281,808 | | Francesco Bianchi | 105,390 | 180,000 | 285,390 | | Stacy Enxing Seng | 102,390 | 180,000 | 282,390 | | Dr. Sharon O’Kane(3) | 107,335 | 180,000 | 287,335 | | Susan Podlogar(4) | 15,707 | 121,315 | 137,022 | | Todd Schermerhorn | 112,390 | 180,000 | 292,390 | | Brooke Story | 90,390 | 180,000 | 270,390 | | Peter Wilver | 105,390 | 180,000 | 285,390 | | Daniel Moore(5) | 52,841 | — | 52,841 | | (1) Mr. Kozy is not included in this table as he was an employee of the company for a portion of fiscal 2024. See “Compensation Discussion & Analysis — Compensation Tables — Summary Compensation Table” for information about the compensation earned by Mr. Kozy in fiscal 2024 in his capacity as both a non-executive director and Interim Chief Executive Officer of the Company. (2) Amounts reflect the full grant date fair value of RSUs granted in 2024 computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. The Company provides information regarding the assumptions used to calculate the value of all stock awards and option awards made to its directors in “Note 13. Stock-Based Incentive Plans” in the Company’s U.S. Annual Report on Form 10-K for the year ended December 31, 2024. The RSUs shown in the table will generally vest on the earlier of (i) the anniversary of the grant date and (ii) the date of a Change in Control (as defined in the relevant RSU agreement). As of December 31, 2024, all RSU awards reflected in the column were unvested. The stock award values shown above correspond to 3,416 RSUs, except for Ms. Podlogar, who received a pro-rated grant award of 2,355 RSUs in connection with her appointment to the Board on October 8, 2024. (3) Dr. O’Kane served for a portion of fiscal 2024 as Lead Director. (4) Ms. Podlogar was appointed on October 8, 2024. Accordingly, her director’s fees and stock awards for 2024 are pro-rated. (5) Mr. Moore was not renominated for election to the Board at the 2024 AGM. His term expired on June 12, 2024. | | | |

  36. Director Compensation

    2025 Director Compensation. Based on benchmarking data and upon the advice of its independent compensation consultant, Pearl Meyer, the CHCM Committee recommended to the Board: • an increase of $10,000 to the non-executive director cash retainer (to $70,000 for non-executive directors other than the Chair of the Board, and to $145,000 for the Chair of the Board); • an increase of $2,000 to the annual NCG and CHCM committee member fees (for members other than the committee chairs) to $10,000; • an increase of $5,000 to the non-executive director stock award grant date fair market (to $185,000 for non-executive directors other than the Chair of the Board, and to $260,000 for the Chair of the Board); In April 2025, the Board approved these changes, to take effect at the 2025 AGM. No other changes were made to director compensation in 2025.

  37. Director Compensation

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  38. Director Compensation

    | EXECUTIVE OFFICERS |

  39. Director Compensation

    | Name | Age | Position | | Vladimir Makatsaria | 52 | Chief Executive Officer | | Alex Shvartsburg | 55 | Chief Financial Officer | | Michael Hutchinson | 54 | Chief Legal Officer | | Stephanie Bolton | 43 | President, Global Epilepsy | | Franco Poletti | 63 | President, Cardiopulmonary | | Ahmet Tezel | 50 | Chief Innovation Officer |

  40. Director Compensation

    Vladimir Makatsaria’s biographical information is set forth under “Director Nominees.” Alex Shvartsburg joined LivaNova in September 2017 as Vice President, Finance, Strategy & Innovation (September 2017 to January 2020) and then became Vice President, Corporate Finance & Chief Financial Officer, International Markets (January 2020 to November 2020). He assumed the role of Interim Chief Financial Officer in November 2020 and became CFO in July 2021. Prior to joining the Company, Mr. Shvartsburg was Chief Financial Officer/Chief Operating Officer of Caligor Coghlan Pharma Services (f/k/a CaligorRx), a global provider of clinical supply services (June 2016 to September 2017); Vice President, Finance Genetic Science Division at Thermo Fisher Scientific (January 2014 to June 2016); and Sr. Finance Director, Mergers & Acquisitions with Life Technologies (June 2012 to January 2014). Over the course of twenty years, Mr. Shvartsburg held positions of increasing responsibility in finance with Johnson & Johnson. Mr. Shvartsburg holds a BS in Accounting from Drexel University — College of Business and Administration and an MBA from La Salle University. Michael Hutchinson joined LivaNova in November 2022 as Senior Vice President, Chief Legal Officer and Company Secretary. He is responsible for the global legal, compliance, and corporate governance functions of the Company. Mr. Hutchinson has more than 20 years of experience as an attorney, advisor, and business leader, including more than a decade of leadership and management experience with life science companies such as Stryker Corporation and Varian Medical Solutions. He has successfully and efficiently managed a broad range of legal and business issues, including complex litigation, ESG matters, and government investigations. Mr. Hutchinson’s experience also includes leading and advising on more than 80 acquisitions and integrations. Prior to his role at LivaNova, from March 2022 to November 2022, Mr. Hutchinson served as Senior Vice President, Chief Legal Officer and Corporate Secretary at ByHeart, Inc., a clinical research-based infant nutrition company. Mr. Hutchinson served as Senior Vice President, General Counsel at Varian Medical Systems, a Siemens Healthineers Company, from April 2021 to March 2022 and from June 2020 to April 2021, Senior Vice President, Chief Legal Officer and Corporate Secretary, at Varian Medical Systems, a publicly traded medical technology company that was acquired by Siemens Healthineers in April 2021. Prior to joining Varian Medical Systems, Inc., Mr. Hutchinson spent 12 years with Stryker Corporation, a multinational medical technologies company, where he served as Vice President and Advisor to the Chairman and CEO from March 2019 to May 2020 and Vice President, Chief Legal Officer, Corporate Secretary and General Counsel, from September 2013 to March 2019 and other roles of increasing responsibility, including Deputy General Counsel and Chief Legal Counsel at Orthopaedics Group between 2008 and 2013. Mr. Hutchinson holds a J.D. degree from The George Washington University Law School and a B.A. degree from Clark University. Stephanie Bolton is the President, Global Epilepsy at LivaNova, a position she assumed in May 2023. She joined Cyberonics, Inc., one of LivaNova’s two legacy companies, in April 2011 as a Senior Territory Manager, Epilepsy (March 2011 to April 2014) and over her tenure at LivaNova, assumed several senior, sales leadership positions. After serving as a Senior Territory Manager, she took on the role of Country Manager, UK and Ireland

  41. Director Compensation

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  42. Director Compensation

    (April 2014 to September 2016), UKI Vice President (September 2016 to February 2018) and North Europe Vice President (February 2018 to October 2019). In October 2019, Ms. Bolton was appointed President, Europe (October 2019 to February 2021) and later became the President of LivaNova’s International Region (February 2021 to May 2023) before she assumed her current role as President, Global Epilepsy, pursuant to which she is responsible for creating, communicating, and implementing the organization’s vision, mission, and overall direction by leading all business operational functions as it relates to the global epilepsy business. Prior to joining LivaNova, Ms. Bolton spent over a decade working at various pharmaceutical companies including Sankyo Pharma, Otsuka Pharmaceuticals, and UCB Pharma, holding positions of increasing responsibility in the sales and product space. Ms. Bolton currently serves as the Vice Chair for the Association of British HealthTech Industries. Ms. Bolton graduated with Honors from Coventry University with a Bachelor of Science degree in physiology. Franco Poletti is the President, Cardiopulmonary at LivaNova, a position he assumed in July 2024. Mr. Poletti joined Sorin Group, one of LivaNova’s two legacy companies, more than 30 years ago. Over the last 20 years, Mr. Poletti has held several senior leadership positions within the Company, including Global Product Manager (January 1991 to March 2004), Vice President, Sales, Europe and Japan (January 2008 to December 2012), Vice President, Sales, Europe (January 2013 to September 2016), Vice President, Sales, Cardiopulmonary Europe (February 2018 to August 2023), and Interim President, Cardiopulmonary (August 2023 to July 2024). Mr. Poletti also managed other company franchises including Heart Valves (January 2013 to March 2022), Cardiac Rhythm Management (October 2016 to January 2018) and Neuromodulation (October 2016 to March 2022). Throughout his career, Mr. Poletti has developed core competencies in product development, product positioning and launch, and sales execution. Mr. Poletti graduated from Istituto Tecnico Industriale G. Galilei in Mirandola, Italy. Ahmet Tezel joined LivaNova in May 2024 as Chief Innovation Officer. Dr. Tezel has a 20-year track record, guiding teams that have developed market-leading technologies across diverse medical domains from bariatric surgery to surgical ophthalmology. Prior to joining LivaNova, he served as Company Group Chairman at Johnson & Johnson MedTech, Johnson & Johnson’s medical technology businesses (November 2022 to March 2024), leading its Global R&D and Innovation teams. Other R&D career experience includes executive-level positions such as Worldwide Vice President Research and Development at Johnson & Johnson (June 2020 to November 2022), Surgical Franchise Head, Research and Development at Alcon, Inc. (February 2017 to June 2020), Vice-President of Research and Development, Intraocular Lenses (April 2014 to January 2018), and Vice President, Research & Product Development- Medical Device at Allergan Inc. (February 2011 to March 2013), where Tezel developed Class III implantables and complex medical capital equipment. He has an established track record of innovation turnarounds across diverse medical technology platforms. He began his career as an R&D scientist in 2004 at Inamed Corp. in Santa Barbara, California. Dr. Tezel earned bachelor’s and master’s degrees in chemical engineering from Bogazici University in Türkiye and a doctorate in chemical engineering from the University of California-Santa Barbara in the field of transdermal drug delivery and vaccination.

  43. Director Compensation

    | EXECUTIVE COMPENSATION |

  44. Appointment of New CEO During Fiscal 2024

    Appointment of New CEO During Fiscal 2024 Following an extensive candidate search and interview process, LivaNova’s Board appointed Vladimir Makatsaria as the Company’s Chief Executive Officer, effective March 1, 2024. On February 2, 2024, the Company entered into an employment letter agreement (the “Employment Agreement”) with Mr. Makatsaria. The Employment Agreement, which was reviewed and approved by the CHCM Committee, as advised by its independent compensation consultant, Pearl Meyer, provides for an initial annualized base salary of $930,000 with a target annual bonus equal to 110% of base salary (pro-rated for 2024). In addition, Mr. Makatsaria received (1) long-term equity incentive awards as part of the Company’s regular 2024 annual grant cycle with a target grant-date value of $5,350,000, of which 50% of the total was in the form of PSUs with a three-year cliff vesting (of which 50% is subject to relative TSR target achievement, 25% is subject to adjusted free cash-flow target achievement and 25% is subject to ROIC target achievement), and 25% each in RSUs and SARs, both vesting in equal installments over a four-year period, (2) special inducement equity grants with an aggregate grant-date value of $1,500,000, vesting in equal annual installments over four years, (3) a cash sign-on bonus of $200,000 and (4) certain relocation benefits. The Employment Agreement also provides for certain severance benefits in the event of Mr. Makatsaria’s involuntary termination without cause or termination for good reason.

  45. 2024 Short-Term and Long-Term Incentive Payouts

    2024 Short-Term and Long-Term Incentive Payouts

  46. 2024 Short-Term and Long-Term Incentive Payouts

    | 2024 Short-Term Incentive Plan | 2022-2024 PSUs | | | | 125.4% of target | rTSR PSUs | ROIC PSUs | FCF PSUs | | | 58.0% of the target | 78.5% of the target | 88.1% of target | | Reflects performance against a set of financial and non-financial objectives | Reflects 36th rTSR percentile | Reflects an average three-year ROIC of 5.77% | Reflects 94.0% achievement to the FCF target |

  47. 2024 Short-Term and Long-Term Incentive Payouts

    Further details regarding these plans, the bonuses paid to LivaNova’s NEOs, and the elements of the Company’s pay-for-performance compensation program are described more fully in section titled “Elements of Compensation” in this CD&A.

  48. Executive Compensation Pay Practices

    | The following table sets out what LivaNova does and what LivaNova does not do in its executive compensation program to drive results for its shareholders: | | | What LivaNova DOES: | What LivaNova DOES NOT DO: | | ☑ Target NEO pay within a competitive range of the market median to attract, motivate, develop, and retain talented executive officers with the skills and experience to ensure its long-term success ☑ Use multiple pay elements that work together to reward performance and retain talent, while driving shareholder value ☑ Use a diverse set of complimentary performance measures to determine compensation awards ☑ Balance the components of compensation so that both short-term (annual) and long-term (multi-year) performance objectives are measured to keep its executive officers focused on critical strategic and operational objectives, both in the short- and long-term ☑ 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 share 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 Unit payouts ☑ Grant equity awards requiring a “double trigger” acceleration feature upon a Change in Control | X Pay excise tax gross-ups X Reprice stock options or award discounted stock option grants X Allow its officers or directors to pledge Company securities X Allow its officers or directors to engage in 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 |

  49. Role of the Compensation Consultant

    Role of the Compensation Consultant For 2024, the CHCM Committee directly engaged an independent compensation consultant, Pearl Meyer, to advise on competitive pay practices, recommend a peer group for compensation purposes, provide market data, and assist the CHCM Committee in the analysis of that data and attend all regular meetings of the CHCM Committee. During 2024, Pearl Meyer did not perform any services for the Company or any of its executive officers or other employees. Based on these factors, the CHCM Committee’s evaluation of Pearl Meyer’s independence pursuant to the requirements approved and adopted by the SEC and Nasdaq, and information provided by Pearl Meyer, the CHCM Committee determined that the work performed by Pearl Meyer did not raise any conflicts of interest.

  50. How LivaNova Establishes Executive Compensation Levels

    Benchmarking Analysis. The CHCM Committee reviews peer group data based on benchmark analysis provided by its independent compensation consultant, Pearl Meyer, who compares individual pay to comparable roles among LivaNova’s peer group. To perform the benchmark analysis, Pearl Meyer uses data from a pre-established peer group selected by the CHCM Committee, as well as compensation survey data that reflects companies of comparable size and industry where available, collectively referred to as “market data”. Companies included in the peer group are generally U.S.-based public companies, traded on a major exchange, in the healthcare industry with revenues between $350 million and $3.1B billion, market capitalization between $700 million and $11 billion and employee populations between 1,000 and 9,000 people. The peer group used to benchmark executive compensation for the year ended December 31, 2024 (the “2024 Compensation Peer Group”) consisted of the following companies selected by the CHCM Committee based upon the recommendation of its independent compensation consultant, Pearl Meyer.

  51. How LivaNova Establishes Executive Compensation Levels

    The 2024 Compensation Peer Group differs from the peer group used in 2023 as it excludes Abiomed, Inc. and Nuvasive, Inc. due to their respective acquisitions and includes Inari Medical, Inc., iRhythm Technologies, Inc., and Shockwave Medical, Inc., as they meet the above-mentioned criteria. For peer group consistency, Pearl Meyer recommended retaining ICU Medical, Inc. and Integer Holdings Corporation in the 2024 Compensation Peer Group, notwithstanding the fact that such companies reported employee populations exceeding 9,000 persons in the prior fiscal year. In addition to the benchmark analysis, the CHCM Committee considers individual performance, Company performance, and internal pay equity, in setting NEO pay. • Overall Competitiveness. The CHCM Committee uses aggregated market data as a reference point to ensure that executive compensation falls within the broad middle range of comparable pay at peer companies with which the Company competes for talent.

  52. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”) Purpose: LivaNova’s STIP provides incentives that compensate the Company’s executive officers for achieving certain short-term objectives intended to enhance shareholder value. In addition, the STIP is designed to aid in attracting highly qualified executive officers and to promote their retention. In particular, the STIP provides formulaic incentives to achieve or exceed a predetermined set of financial objectives, with the final payout for LivaNova’s NEOs modified on the basis of the achievement of non-financial goals. In establishing the target STIP percentages, the CHCM Committee considers the following factors: • Responsibilities, including any recent changes in those responsibilities; • Market data; • Level of expertise and experience of the NEO; • Strategic importance of the NEO’s position; and • Internal pay equity among positions. The financial objectives established by the CHCM Committee for the 2024 STIP were Net Sales and Adjusted Operating Income. For purposes of the 2024 STIP: • “Net Sales” is defined as LivaNova’s net sales for 2024 at constant currency exchange rates adjusting for the effects of any acquisitions and divestitures in 2024. • “Adjusted Operating Income” is defined as operating income at constant currency exchange rates, after adjustments for the effects of acquisitions, divestitures, restructuring, integration, product remediation, purchase price allocation and intangible amortization, significant litigation, equity compensation, significant non-cash adjustments, and other infrequent, unusual, or non-recurring items not incurred in the ordinary course of business. The CHCM Committee approves the STIP financial targets after an analysis of market conditions, financial projections, and strategic goals. • After considering the achievement of the financial objectives under the STIP, final payouts for LivaNova’s NEOs eligible to participate in the plan are subject to a modifier (±25%) based on non-financial objectives. For the 2024 STIP, the following non-financial objectives were combined to create a payout modifier: Difficult-to-Treat Depression (“DTD”): Clinical study project milestones;

  53. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | | 41 |

  54. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    Epilepsy: Product development objectives related to key milestones for new product development, commercial objectives related to a key milestone for new patient implants, and a partnership care program; • Cardiopulmonary: Product development objectives related to key milestones for new product software development and manufacturing capacity expansion; and • System capability objectives related to the implementation of IT and cybersecurity infrastructure system enhancements. In 2024, the CHCM Committee set several non-financial goals with respect to the 2024 STIP that were deemed to be challenging yet individually achievable, with the modifier providing for a maximum upward adjustment of 25% in the event all goals were significantly overachieved and maximum downward adjustment of 25%, if numerous goals were not achieved or only partially achieved. Further, the CHCM Committee considers both quantitative and qualitative factors and applies discretion when evaluating performance and determining the final payout factor. Key Features: • Annual cash-based bonus plan expressed as a target percentage of the NEO’s weighted average base salary conditioned on achievement of certain financials and non-financial metrics, per the following formulas. For all of LivaNova’s eligible NEOs, with exception of Mr. Poletti, given his role as CP Business Unit President, the calculation is based on the following formula:

  55. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | STIP PAYOUT | = | Target BonusX | LIVN BPF |

  56. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    Business Performance Factor (“BPF”) is a formulaic calculation based on financial and non-financial objectives. The BPF is calculated as follows:

  57. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | LIVN BPF | = | FPFX | LIVN NFG Modifier |

  58. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    Financial Performance Factor (“FPF”) is calculated based on the above-described financial metrics per the following formula. Non-Financial Goals Modifier (“NFG Modifier”) is the above-described modifier based on Non-Financial Objectives.

  59. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | FPF | = | 50% Net Sales Payout % | + | 50% Adjusted Operating Income Payout % |

  60. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    For Mr. Poletti, given his role as CP Business Unit President, the financial component of his 2024 STIP payout included both the results of LivaNova based on the above described FPF (with a 30% weight) as well as the specific financial results of the Cardiopulmonary business unit (with a 70% weight). The Cardiopulmonary financial performance factor was calculated based on achievement of a revenue target (with a 50% weight) and targeted adjusted operating income (with a 50% weight). The outcome of the financial calculation was then modified by the same LIVN NF goals modifier applicable to the other eligible NEOs. As a result, his 2024 STIP payout was calculated according to the following formula:

  61. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | CP President BU STIP Payout | = | Target Bonusx | (30% LVN FPF + 70% CP BU FPF)x | LVN NFG Modifier |

  62. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | 42 | |

  63. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    Incentive payouts range from threshold to maximum levels, depending on level of performance measured against the pre-set metrics, per the following tables:

  64. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | Net Sales Payout | | Adjusted Op. Income Payout | | Non-Financial Goals Modifier* | | | Achievement % | Payout %** | Achievement % | Payout %** | Achievement % | Payout Modifier of Net Sales & Adj Net Income %** | | <93% | 0% | <90% | 0% | 75% | Decrease by up to 25% | | 93% | 50% | 90% | 50% | 100% | No Adjustment | | 100% | 100% | 100% | 100% | 125% | Increase by up to 25% | | ≥107% | 150% | ≥110% | 150% | | | | * The CHCM Committee considers both quantitative and qualitative factors and may apply discretion when evaluating performance and determining the payout factor. ** Linear interpolation is used to calculate payouts for achievements between the levels indicated in the above table. | | | | | |

  65. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    As a result of her departure from the Company, Ms. Hebbelinck’s 2024 STIP was paid out at target on a prorated basis. With respect to the remaining NEOs, the table below shows the minimum, target, and maximum short-term incentive payment for each person as a percentage of each person’s base salary under the 2024 STIP:

  66. Short-Term Incentives: 2024 Short-Term Incentive Plan (the “2024 STIP”)

    | Name | Min.% | Target % | Max.%(1) | | William Kozy | 0% | 110% | 200.0% | | Vladimir Makatsaria | 0% | 110% | 200.0% | | Alex Shvartsburg | 0% | 65% | 121.9% | | Ahmet Tezel | 0% | 65% | 121.9% | | Michael Hutchinson | 0% | 65% | 121.9% | | Franco Poletti | 0% | 65% | 121.9% | | (1) Maximum payment percentage calculated as target percentage times maximum plan payout of 150% plus maximum non-financial goal incremental modifier of 25%. For Messrs. Kozy and Makatsaria, the maximum payment percentage was calculated to be 206.25% but is capped at 200% per the UK Remuneration Policy. In terms of maximum bonus opportunity, these percentages represent 181.8% for Messrs. Kozy and Makatsaria and 187.5% for the other NEOs. | | | |

  67. 2024 Short-Term Incentive Plan Pay-out

    2024 Short-Term Incentive Plan Pay-out Bonuses are based on performance over the calendar year, which is also LivaNova’s financial year, and are generally paid in March of the following year after completion of the audit of the Company’s annual financial statements. The Company’s performance in 2024, as defined by the 2024 STIP, was as follows:

  68. 2024 Short-Term Incentive Plan Pay-out

    | | 43 |

  69. Financial Objectives

    | LIVN Objective | | | | | | | | Weight (%) | Target ($M) | Achievement ($M) | Achievement (%) | Financial Payout (%) | | Net Sales | 50 | 1,218.2 | 1,267.2 | 104.0 | 128.7 | | Adjusted Op. Income | 50 | 219.1 | 242.2 | 110.5 | 150.0 | | | | | | FPF | 139.4% | | Cardiopulmonary Business Unit Objective | | | | | | | | Weight (%) | Target ($M) | Achievement ($M) | Achievement (%) | Financial Payout (%) | | Net Sales | 50 | 648.9 | 694.0 | 106.9 | 149.6% | | Adjusted Op. Income | 50 | 100.8 | 117.2 | 116.2 | 150.0% | | | | | | FPF | 149.8% |

  70. Financial Objectives

    | The following table shows the target bonus amount, payout % (“BPF”), and amount paid to each eligible NEO under the 2024 STIP: | | | | | | Target ($)(1) | Payout % | Payout ($)(1) | | Vladimir Makatsaria(2) | 855,295 | 125.4 | 1,072,540 | | William Kozy(3) | 175,820 | 125.4 | 220,478 | | Alex Shvartsburg | 369,178 | 125.4 | 462,949 | | Ahmet Tezel(2) | 227,589 | 125.4 | 285,397 | | Michael Hutchinson | 340,204 | 125.4 | 426,616 | | Franco Poletti(4) | 323,404 | 132.0 | 426,894 | | (1) For payout amounts, LivaNova used an exchange rate of $1.08162 per Euro reflecting the applicable period average published rate from the Company’s OneStream Finance System between January 1, 2024 and December 31, 2024. (2) The 2024 STIP Target and Payout for Messrs. Makatsaria and Tezel are calculated on a prorated basis from their start dates of March 1, 2024 and May 13, 2024, respectively. (3) The 2024 STIP Target and Payout for Mr. Kozy is calculated on a prorated basis from January 1, 2024 to February 28, 2024. (4) Mr. Poletti received two variable allowance payouts of €73,500 and €74,725 related to the first and second quarters of 2024, respectively, for his interim role as Cardiopulmonary General Manager. These amounts were deducted from his total 2024 STIP payout, shown in the above table. His target bonus was €299,000 (equivalent to $323,404) and his payout was €394,680 (equivalent to $426,894) | | | |

  71. Long-Term Incentives: 2024 Long-Term Incentive Plan (the “2024 LTIP”)

    Long-Term Incentives: 2024 Long-Term Incentive Plan (the “2024 LTIP”) Purpose: Promote LivaNova’s long-term success and enhance the Company’s value by providing employees an incentive for outstanding performance, thereby aligning with shareholder returns. The plan also provides flexibility as LivaNova seeks to motivate, attract, motivate, develop, and retain the Company’s NEOs, upon whom LivaNova’s success is largely dependent. Key Features: • Service-Based Awards: • Restricted Stock Units (“RSUs”) generally vest in substantially equal amounts on each of the first four anniversaries of the grant date • Stock Appreciation Rights (“SARs”) vest in substantially equal amounts on each of the first four anniversaries of the grant date and expire ten years from the grant date • Performance-Based Awards: • Relative Total Shareholder Return (“rTSR”) Performance Stock Units (“PSUs”) are subject to a three-year relative total shareholder return market condition (weighted 50% of the total PSU value) • Adjusted Free Cash Flow (“FCF”) PSUs are subject to achievement of a three-year cumulative adjusted free cash flow target (weighted 25% of the total PSU value) • Return on Invested Capital (“ROIC”) PSUs are subject to achievement of a three-year cumulative Return on Invested Capital target (weighted 25% of the total PSU value)

  72. 2024 LTIP Design

    2024 LTIP Design On March 25, 2024, the CHCM Committee approved LivaNova’s 2024 LTIP in which all NEOs other than Mr. Kozy participated. Pursuant to the 2024 LTIP, the CHCM Committee approved an equity award value for each of the five award vehicles for each participant. Messrs. Makatsaria, Shvartsburg, and Hutchinson and Ms. Hebbelinck received their grants on March 30, 2024. For Mr. Tezel, his grant was approved and granted on June 15, 2024, following his May 13, 2024 start date. While in his interim position, Mr. Poletti received an equity grant on March 30, 2024. Upon confirmation of his current position, he was granted an additional equity award on September 15, 2024.

  73. 2024 LTIP Design

    | | 45 |

  74. 2024 LTIP Design

    In establishing the grant date fair value of equity awards made to the NEOs under the 2024 LTIP, the CHCM Committee considered the following factors: • Responsibilities, including any recent changes in those responsibilities; • Market data; • Level of expertise and experience of the NEO; • Individual performance during the recently completed financial year and potential future contribution; • Strategic importance of the NEO’s position; and • Internal pay equity among positions.

  75. 2024 LTIP Design

    | The grant date fair value of equity awards made to the NEOs under the 2024 LTIP were as follows: | | | | | | | | | RSUs ($) | SARs ($) | rTSR PSUs ($) | FCF PSUs ($) | ROIC PSUs ($) | Total Award Value ($) | | Vladimir Makatsaria | 1,337,500 | 1,337,500 | 1,337,500 | 668,750 | 668,750 | 5,350,000 | | Alex Shvartsburg | 400,000 | 400,000 | 400,000 | 200,000 | 200,000 | 1,600,000 | | Ahmet Tezel | 375,000 | 375,000 | 375,000 | 187,500 | 187,500 | 1,500,000 | | Michael Hutchinson | 325,000 | 325,000 | 325,000 | 162,500 | 162,500 | 1,300,000 | | Franco Poletti | 250,000 | 250,000 | 250,000 | 125,000 | 125,000 | 1,000,000 | | Trui Hebbelinck(1) | 225,000 | 225,000 | 225,000 | 112,500 | 112,500 | 900,000 | | (1) As a result of her departure, Ms. Hebbelinck forfeited all of her awards under the 2024 LTIP and any prior LTIP grant set to vest after the end of her garden leave period on September 30, 2025. | | | | | | |

  76. 2024 LTIP Design

    Service-Based Elements:

  77. Restricted Stock Units

    Restricted Stock Units Each NEO other than Mr. Kozy received an award of service-based RSUs vesting in substantially equal amounts on each of the first four anniversaries of the grant date. The CHCM Committee determined the number of RSUs awarded to each participant by dividing the award value by the most recent closing price of an Ordinary Share of LivaNova’s stock on the Nasdaq as of the grant date and rounding down to the nearest whole unit.

  78. Relative Total Shareholder Return Performance Stock Units (“2024 rTSR PSUs”)

    Relative Total Shareholder Return Performance Stock Units (“2024 rTSR PSUs”) Each NEO, other than Mr. Kozy, received an award of PSUs subject to a three-year rTSR market condition and three-year service-based cliff vesting. The CHCM Committee determined the number of 2024 rTSR PSUs awarded to each participant by dividing the award value by the most recent closing price of an Ordinary Share of LivaNova’s stock on the Nasdaq as of the grant date and rounding down to the nearest whole unit. The 2024 rTSR PSUs are scheduled to vest or lapse on March 30, 2027, based on how LivaNova’s total shareholder return for the three-year period from 2024 through 2026 compares to the total shareholder return for the same period of the S&P Healthcare Equipment Select Constituents index. In 2024, the CHCM Committee, in consultation with its independent compensation consultant, Pearl Meyer, decided to change from a comparator peer group (used in prior year rTSR PSUs) to a broader standardized

  79. Relative Total Shareholder Return Performance Stock Units (“2024 rTSR PSUs”)

    | 46 | |

  80. Relative Total Shareholder Return Performance Stock Units (“2024 rTSR PSUs”)

    market index to enhance the alignment of LivaNova’s performance measurement process with shareholder interests, improve benchmark stability, and simplify plan administration. The number of shares of the Company’s stock actually delivered to the participants will be determined by the following chart, with linear interpolation applied between specified levels.

  81. Relative Total Shareholder Return Performance Stock Units (“2024 rTSR PSUs”)

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

  82. Relative Total Shareholder Return Performance Stock Units (“2024 rTSR PSUs”)

    Operating Performance-Based Elements:

  83. Adjusted Free Cash Flow PSUs (“2024 FCF PSUs”)

    Adjusted Free Cash Flow PSUs (“2024 FCF PSUs”) Each NEO other than Mr. Kozy received an award of PSUs subject to achievement of a three-year cumulative adjusted free cash flow target and three-year service-based cliff vesting. The CHCM Committee determined the number of 2024 FCF PSUs awarded to each participant by dividing the award value by the most recent closing price of an Ordinary Share of LivaNova’s stock on the Nasdaq as of the grant date and rounding down to the nearest whole unit. The 2024 FCF PSUs are scheduled to vest or lapse on March 30, 2027, based on how the Company’s cumulative adjusted FCF for the three-year performance period ended December 31, 2026 compares to target. The number of shares of the Company’s stock actually delivered to the participants will be determined by the following chart, with linear interpolation applied between specified levels:

  84. Adjusted Free Cash Flow PSUs (“2024 FCF PSUs”)

    | FCF Achievement Relative to FCF Target(1) | Percent of PSUs Earned | | ≥150% | 200% | | 125% | 150% | | 100% | 100% | | 60% | 20% | | <60% | 0% | | (1) Adjusted free cash flow is defined as net cash provided by operating activities less cash used for the purchase of property, plant, and equipment excluding the impact of 3T litigation settlement payments, cybersecurity incident insurance proceeds, CARES Act tax stimulus benefits, SNIA financing costs, and gains related to dividends received from investments and further adjusted as needed for other charges, expenses, or gains that may not be indicative of the Company’s operational performance. | |

  85. Return on Invested Capital PSUs (“2024 ROIC PSUs”)

    Return on Invested Capital PSUs (“2024 ROIC PSUs”) Each NEO other than Mr. Kozy received an award of PSUs subject to the achievement of a three-year threshold return on invested capital target (“ROIC Target”) and three-year service-based cliff vesting. The ROIC measure is designed to estimate core operating performance, excluding the impact of financing and capital structure decisions, and encourages effective financial stewardship. The CHCM Committee determined the number of 2024 ROIC PSUs awarded to each participant by dividing the award value by the most recent closing price of an Ordinary Share of LivaNova stock on the Nasdaq as of the grant date and rounding down to the nearest whole unit. The 2024 ROIC PSUs are scheduled to vest or lapse

  86. Return on Invested Capital PSUs (“2024 ROIC PSUs”)

    | | 47 |

  87. Return on Invested Capital PSUs (“2024 ROIC PSUs”)

    on March 30, 2027, based on how the Company’s average ROIC calculated for the three-year performance period ended December 31, 2026 compares to a target ROIC level. The number of shares of the Company’s stock actually delivered to the participants will be determined by the following chart, with linear interpolation applied between specified levels:

  88. Return on Invested Capital PSUs (“2024 ROIC PSUs”)

    | 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% | | (1) ROIC is defined as net operating profits divided by invested capital. The numerator, net operating profits, is defined as the Company’s adjusted operating income less share-based compensation expense and is tax affected by LivaNova’s adjusted tax rate. Adjusted operating income and adjusted tax rate are non-GAAP measures, provided in conjunction with the issuance of the Company’s quarterly earnings press release, while the denominator, invested capital, is defined as operating working capital plus other net operating assets. It excludes restricted cash, derivative assets and liabilities, long-term debt, and accrued legal settlements related to LivaNova’s 3T matter. | |

  89. Special Inducement Grants

    Special Inducement Grants As discussed above, under the terms of his offer letter, in connection with his appointment as CEO, Mr. Makatsaria was granted a one-time award of service-based restricted stock units and stock appreciation rights with a grant date fair value of $1,500,000 on March 30, 2024. Mr. Tezel was granted a one-time award of service-based restricted stock units and stock appreciation rights with a grant date fair value of $500,000 on June 15, 2024 under the terms of his offer letter, in connection with his appointment as Chief Innovation Officer.

  90. Vesting of rTSR PSUs Granted in 2022

    Vesting of rTSR PSUs Granted in 2022 The rTSR PSUs granted in March 2022 (the “2022 rTSR PSUs”) were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a three-year (2022-2024) rTSR threshold level of at least the 30th percentile of the 2022 rTSR comparator peer group. The Company ranked at the 36th percentile of that group, and accordingly 58% of the 2022 rTSR PSUs vested.

  91. Vesting of FCF PSUs Granted in 2022

    Vesting of FCF PSUs Granted in 2022 The FCF PSUs granted in March 2022 (the “2022 FCF PSUs”) were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a three-year (2022-2024) Adjusted FCF target level of $355 million. The Company reached 94% of this target ($333.8 million), and accordingly 88.1% of the 2022 FCF PSUs vested.

  92. Vesting of ROIC PSUs Granted in 2022

    Vesting of ROIC PSUs Granted in 2022 The ROIC PSUs granted in March 2022 (the “2022 ROIC PSUs”) were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a three-year (2022-2024) ROIC target level of 6.31%. The Company reached an ROIC of 5.77%, and accordingly 78.5% of the 2022 ROIC PSUs vested.

  93. Equity Grant Practices

    Equity Grant Practices LivaNova typically grants equity awards, including SARs, to executive officers under the 2024 LTIP on the same date the Company grants annual equity awards for other employees, or, in the event of an executive who joins after approval of the annual awards, at the first predetermined equity award grant date following the commencement of their employment with the Company. The predetermined quarterly grant dates are March 30, June 15, September 15, and December 15. As the CHCM Committee has set these predetermined grant dates, the Committee does not take into account material nonpublic information when determining the timing of equity awards. Additionally, there is no formal policy providing any affirmative right to an LTIP award. During fiscal year 2024, (1) none of the Company’s NEOs were awarded stock options or SARs with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such reports; and (2) the Company did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  94. Peter Wilver

    | Name | Principal Position and Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity incentive Plan Compensation ($)(1)(4) | All Other Compensation(1)(5) | Total | | Vladimir Makatsaria | CEO | | | | | | | | | 2024 | 772,615 | 200,000 | 5,221,154 | 2,087,474 | 1,072,540 | 356,889 | 9,710,672 | | William Kozy | Former Interim CEO(6) | | | | | | | | | 2024 | 165,000 | — | 312,813 | — | 220,478 | 128,813 | 827,104 | | 2023 | 697,500 | — | 1,249,961 | — | 1,058,542 | 54,722 | 3,060,725 | | Alex Shvartsburg | CFO | | | | | | | | | 2024 | 567,888 | — | 1,337,123 | 399,982 | 462,949 | 61,747 | 2,829,689 | | 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 | | Ahmet Tezel | Chief Innovation Officer | | | | | | | | | 2024 | 349,039 | — | 1,503,550 | 624,980 | 285,397 | 10,577 | 2,773,543 | | Michael Hutchinson | Chief Legal Officer | | | | | | | | | 2024 | 523,320 | — | 1,086,285 | 324,980 | 426,616 | 45,673 | 2,406,874 | | 2023 | 505,077 | 100,000 | 730,181 | 249,983 | 451,424 | 35,686 | 2,072,351 | | Franco Poletti | President, Cardiopulmonary Business Unit(7) | | | | | | | | | 2024 | 380,281 | — | 835,501 | 249,988 | 426,894 | 326,184 | 2,218,848 | | Trui Hebbelinck | Former CHRO(8) | | | | | | | | | 2024 | 316,934 | — | 752,154 | 224,978 | 208,303 | 990,609 | 2,492,978 | | 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 | | (1) For Messrs. Makatsaria and Tezel, the amounts represent their prorated salaries in 2024, starting March 1 and May 13 respectively. For Mr. Kozy, the amount represents his prorated salary until his last day as interim CEO on February 29, 2024. (2) As provided in his offer letter, Mr. Makatsaria received a one-time signing bonus amounting to $200,000. If his employment is terminated by the Company for Cause (as defined in his offer letter) or by Mr. Makatsaria without Good Reason (as defined in his offer letter) before the second anniversary of his start date, he must repay the Company (i) 100% of the sign-on bonus if the termination occurs on or before the first anniversary of the start date, or (ii) 50% of the sign-on Bonus if the termination occurs after the first anniversary but on or before the second anniversary of his start date. (3) Amounts reflect the full grant-date fair value of PSUs, RSUs, and SARs granted and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, rather than the amounts paid to or realized by the named individual. LivaNova provides information regarding the assumptions used to calculate the value of all PSUs, RSUs and SARs awards made to executive officers in Notes 2 and 13 to LivaNova audited financial statements in the Company’s U.S. Annual Report on Form 10-K for the year ended December 31, 2024. Under the terms of LivaNova’s PSU awards at grant, between 0% and 200% of the target number of shares subject to the awards can vest based on performance and the other vesting conditions applicable to the awards. For the PSUs awarded to LivaNova’s NEOs in 2024, the following table sets forth (i) the grant-date fair value of the awards determined in accordance with FASB ASC Topic 718, with these values determined based on a Monte Carlo simulation pricing model (included in the “Probable Outcome” column below) for the relative TSR PSUs and based on the last available stock price at grant date for the Adjusted Free Cash Flow and the ROIC PSUs, and (ii) the grant-date fair value of these awards assuming that the maximum level of performance was achieved. | | | | | | | |

  95. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  96. 2024 Grants of Plan-Based Awards Table

    | Date | 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 ($/S) | Grant Date Fair Value of Stock and SAR Awards(1) ($) | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Vladimir Makatsaria | | | | | | | | | | | | | — | 855,295 | 1,554,926 | | | | | | | | | 3/30/2024 | | | | | 11,954 | 23,908 | | | (2) | 668,707 | | 3/30/2024 | | | | | 11,954 | 23,908 | | | (3) | 668.707 | | 3/30/2024 | | | | | 23,909 | 47,818 | | | (4) | 1,796,283 | | 3/30/2024 | | | | | | | 37,316 | | (5) | 2,087,457 | | 3/30/2024 | | | | | | | | 81,577 | 55.94(6) | 2,087,474 | | William Kozy | | | | | | | | | | | | | — | 175,820 | 319,641 | | | | | | | | | | | | | | | | 5,874 | | (7) | 312,813 | | Alex Shvartsburg | | | | | | | | | | | | | — | 369,178 | 692,209 | | | | | | | | | 3/30/2024 | | | | | 3,575 | 7,150 | | | (2) | 199,986 | | 3/30/2024 | | | | | 3,575 | 7,150 | | | (3) | 199,986 | | 3/30/2024 | | | | | 7,150 | 14,300 | | | (4) | 537,180 | | 3/30/2024 | | | | | | | 7,150 | | | 399,971 | | 3/30/2024 | | | | | | | | 15,631 | 55.94 | 399,982 |

  97. 2024 Grants of Plan-Based Awards Table

    | 54 | |

  98. 2024 Grants of Plan-Based Awards Table

    | Date | 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 ($/S) | Grant Date Fair Value of Stock and SAR Awards(1) ($) | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Franco Poletti | | | | | | | | | | | | | — | 323,404 | 606,382 | | | | | | | | | 3/30/2024 | | | | | 1,117 | 2,234 | | | (2) | 62,485 | | 3/30/2024 | | | | | 1,117 | 2,234 | | | (3) | 62,485 | | 3/30/2024 | | | | | 2,234 | 4,468 | | | (4) | 167,840 | | 3/30/2024 | | | | | | | 2,234 | | | 124,970 | | 3/30/2024 | | | | | | | | 4,706 | 55.94 | 124,991 | | 9/15/2024 | | | | | 1,287 | 2,574 | | | (2) | 62,458 | | 9/15/2024 | | | | | 1,287 | 2,574 | | | (3) | 62,458 | | 9/15/2024 | | | | | 2,575 | 5,150 | | | (4) | 167,840 | | 9/15/2024 | | | | | | | 2,575 | | | 124,965 | | 9/15/2024 | | | | | | | | 5,885 | 48.53 | 124,997 | | Michael Hutchinson | | | | | | | | | | | | | — | 340,204 | 637,882 | | | | | | | | | 3/30/2024 | | | | | 2,904 | 5,808 | | | (2) | 162,450 | | 3/30/2024 | | | | | 2,904 | 5,808 | | | (3) | 162,450 | | 3/30/2024 | | | | | 5,809 | 11,618 | | | (4) | 436,430 | | 3/30/2024 | | | | | | | 5,809 | | | 324,955 | | 3/30/2024 | | | | | | | | 12,700 | 55.94 | 324,980 | | Ahmet Tezel | | | | | | | | | | | | | — | 227,589 | 426,729 | | | | | | | | | 6/15/2024 | | | | | 3,559 | 7,118 | | | (2) | 187,488 | | 6/15/2024 | | | | | 3,559 | 7,118 | | | (3) | 187,488 | | 6/15/2024 | | | | | 7,118 | 14,236 | | | (4) | 503,631 | | 6/15/2024 | | | | | | | 11,863 | | (8) | 624,943 | | 6/15/2024 | | | | | | | | 25,383 | 52.68(9) | 624,980 | | Trui Hebbelinck | | | | | | | | | | | | | — | 208,303 | 390,568 | | | | | | | | | 3/30/2024 | | | | | 2,011 | 4,022 | | | (2) | 112,495 | | 3/30/2024 | | | | | 2,011 | 4,022 | | | (3) | 112,495 | | 3/30/2024 | | | | | 4,022 | 8,044 | | | (4) | 302,173 | | 3/30/2024 | | | | | | | 4,022 | | | 224,991 | | 3/30/2024 | | | | | | | | 8,792 | 55.94 | 224,978 |

  99. 2024 Grants of Plan-Based Awards Table

    | (1) The amounts reported represent the fair value of the RSU and SARs awards computed in accordance with FASB ASC Topic 718 on the grant date. The fair value for RSU awards is calculated by multiplying the number of units in each award by the closing price of an Ordinary Share of LivaNova’s stock on the Nasdaq on the grant date, eventually discounted in case of a market price condition. The fair value for SARs awards is calculated by multiplying the number of rights subject to the award by the Black-Scholes value of an option for an Ordinary Share of LivaNova’s stock on the grant date. For a further discussion of the accounting treatment of the RSU and SAR awards, see “Note 13. Stock-Based Incentive Plans” included in the consolidated financial statements accompanying LivaNova’s U.S. Annual Report on Form 10-K for the year ended December 31, 2024. (2) Represents award of Adjusted FCF PSUs. (3) Represents award of ROIC PSUs. |

  100. 2024 Grants of Plan-Based Awards Table

    | | 55 |

  101. 2024 Grants of Plan-Based Awards Table

    | (4) Represents award of rTSR PSUs. The amounts reported represent the fair value of the PSU awards computed in accordance with FASB ASC Topic 718 on the grant date. The Company received a computed Monte Carlo fair value from an outside source that computed the fair value of the PSU contracts using the risk-neutral approach (i.e., assuming hedging and selling of the contract). (5) Represents the sum of 13,407 RSUs granted as part of Mr. Makatsaria’s inducement award and 23,909 RSUs as part of his 2024 annual LTIP grant. (6) Represents the sum of 29,309 SARs granted as part of Mr. Makatsaria’s inducement award and 52,268 SARs as part of his 2024 annual LTIP grant. (7) Represents the sum of the prorated Chairman equity grant from March 1, 2024 until the date of 2024 AGM (1,034 RSUs) and the full Chairman grant for 2025 (4,840 RSUs). (8) Represents the sum of 4,745 RSUs granted as part of Mr. Tezel’s inducement award and 7,118 RSUs as part of his 2024 annual LTIP grant. (9) Represents the sum of 10,153 SARs granted as part of Mr. Tezel’s inducement award and 10,153 SARs as part of his 2024 annual LTIP grant. |

  102. 2024 Outstanding Equity Awards at Year End

    2024 Outstanding Equity Awards at Year End

  103. 2024 Outstanding Equity Awards at Year End

    | 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 ($) | | Vladimir Makatsaria | | | | | | | | | — | 81,577 | $55.94 | 3/30/2034 | | | | | | | | | | 37,316(10) | 1,728,104 | | | | | | | | (19) | | 11,954 | 553,590 | | | | | | (20) | | 23,909 | 1,107,226 | | | | | | (21) | | 11,954 | 553,590 | | William Kozy | | | | | | | | | — | — | — | — | | | 5,874 | 272,025 | | Alex Shvartsburg | | | | | | | | | 7,838 | — | $43.57 | 3/30/2030 | | | | | | 6,328 | 2,109 | $73.25 | 3/30/2031 | | | | | | 5,833 | — | $80.26 | 12/15/2027 | | | | | | 5,076 | — | $88.38 | 3/15/2028 | | | | | | — | 15,631 | $55.94 | 3/30/2034 | | | | | | 4,874 | — | $97.25 | 3/30/2029 | | | | | | 4,258 | 4,257 | $82.04 | 3/30/2032 | | | | | | 5,023 | 15,066 | $42.71 | 3/30/2033 | | | | | | | | | | 7,092(8) | 328,431 | | | | | | | | 853(5) | 39,502 | | | | | | | | 1,828(6) | 84,655 | | | | | | | | 7,150(10) | 331,117 | | | | | | | | (21) | | 3,575 | 165,558 | | | | | | (19) | | 3,575 | 165,558 | | | | | | (20) | | 7,150 | 331,117 | | | | | | (16) | | 4,728 | 218,954 | | | | | | (17) | | 4,728 | 218,954 |

  104. 2024 Outstanding Equity Awards at Year End

    | 56 | |

  105. 2024 Outstanding Equity Awards at Year End

    | 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 ($) | | | | | | (18) | | 9,456 | 437,907 | | | | | | (13) | | 1,610 | 74,559 | | | | | | (14) | | 1,434 | 66,409 | | | | | | (15) | | 2,120 | 98,177 | | Franco Poletti | | | | | | | | | — | 4,706 | $55.94 | 3/30/2034 | | | | | | 711 | 2,130 | $42.71 | 3/30/2033 | | | | | | 829 | 829 | $82.04 | 3/30/2032 | | | | | | 1,516 | 505 | $73.25 | 3/30/2031 | | | | | | 3,357 | — | $43.57 | 3/30/2030 | | | | | | 1,674 | — | $97.25 | 3/30/2029 | | | | | | 2,036 | — | $88.38 | 3/15/2028 | | | | | | 2,910 | — | $56.17 | 5/5/2027 | | | | | | 2,140 | — | $57.60 | 3/11/2026 | | | | | | — | 5,885 | $48.53 | 9/15/2034 | | | | | | | | | | 2,234(10) | 103,457 | | | | | | | | 967(9) | 44,782 | | | | | | | | 975(8) | 45,152 | | | | | | | | 343(6) | 15,884 | | | | | | | | 201(5) | 9,308 | | | | | | | | 2,575(12) | 119,248 | | | | | | | | (21) | | 1,117 | 51,728 | | | | | | (19) | | 1,117 | 51,728 | | | | | | (20) | | 2,234 | 103,457 | | | | | | (25) | | 1,287 | 59,601 | | | | | | (26) | | 1,287 | 59,601 | | | | | | (27) | | 2,575 | 119,248 | | Michael Hutchinson | | | | | | | | | — | 12,700 | $55.94 | 3/30/2034 | | | | | | 3,139 | 9,416 | $42.71 | 3/30/2033 | | | | | | | | | | 4,507(7) | 208,719 | | | | | | | | 5,809(10) | 269,015 | | | | | | | | 4,432(8) | 205,246 | | | | | | | | (21) | | 2,904 | 134,484 | | | | | | (19) | | 2,904 | 134,484 | | | | | | (20) | | 5,809 | 269,015 | | | | | | (16) | | 2,955 | 136,846 |

  106. 2024 Outstanding Equity Awards at Year End

    | | 57 |

  107. 2024 Outstanding Equity Awards at Year End

    | 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 ($) | | | | | | (17) | | 2,955 | 136,846 | | | | | | (18) | | 5,910 | 273,692 | | Ahmet Tezel | | | | | | | | | — | 25,383 | $52.68 | 6/15/2034 | | | | | | | | | | 11,863(11) | 549,376 | | | | | | | | (22) | | 3,559 | 164,817 | | | | | | (23) | | 3,559 | 164,817 | | | | | | (24) | | 7,118 | 329,635 | | Trui Hebbelinck | | | | | | | | | 2,825 | 2,825 | $42.71 | 3/30/2033 | | | | | | 3,193 | 3,193 | $82.04 | 3/30/2032 | | | | | | 5,062 | 1,687 | $73.25 | 3/30/2031 | | | | | | 12,562 | — | $43.57 | 3/30/2030 | | | | | | — | 8,792 | $55.94 | 3/30/2034 | | | | | | 5,183 | — | $97.25 | 3/30/2029 | | | | | | | | | | 1,006(10) | 46,588 | | | | | | | | 1,330(8) | 61,592 | | | | | | | | 686(6) | 31,769 | | | | | | | | 682(5) | 31,583 | | | | | | | | (13) | | 1,076 | 49,830 | | | | | | (14) | | 1,207 | 55,896 | | | | | | (15) | | 1,590 | 73,633 |

  108. 2024 Outstanding Equity Awards at Year End

    | (1) The SARs may be exercised up to three months after a termination and in no event (even with continued employment) after the expiration date. (2) All SARs vest 25% per year on each of the first four anniversaries of the grant date and have a 10-year term. For Ms. Hebbelinck, the expiration date reported is based on the original 10-year term from grant date. However, all of Ms. Hebbelinck’ s SARs will now expire three months following her termination date with the Company. (3) All RSUs vest 25% per year on each of the first four anniversaries of the grant date, except for the SARs granted to Mr. Kozy that have a 1-year vesting period. (4) Market value of the outstanding RSUs. Amounts calculated using $46.31, the closing price of LivaNova’s Ordinary Shares on December 31, 2024, multiplied by the number of units that have not yet vested. (5) Service-Based RSUs granted on March 30, 2021. (6) Service-Based RSUs granted on March 30, 2022. (7) Service-Based RSUs granted on December 15, 2022. (8) Service-Based RSUs granted on March 30, 2023. (9) Service-Based RSUs granted on December 15, 2023. (10) Service-Based RSUs granted on March 30, 2024. (11) Service-Based RSUs granted on June 15, 2024. (12) Service-Based RSUs granted on September 15, 2024. (13) ROIC PSUs granted at target on March 30, 2022, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. The number in the column represents the results of the target units granted multiplied by the achievement of 78.5% based on the 2022 ROIC PSUs results. |

  109. 2024 Outstanding Equity Awards at Year End

    | 58 | |

  110. 2024 Outstanding Equity Awards at Year End

    | (14) FCF PSUs granted at target on March 30, 2022, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. The number in the column represents the results of the target units granted multiplied by the achievement of 88.1% based on the 2022 FCF PSUs results. (15) rTSR PSUs granted at target on March 30, 2022, subject to a market condition based on rTSR with three-year cliff vesting. The number in the column represents the results of the target units granted multiplied by the achievement of 58% based on the 2022 rTSR PSUs results (16) ROIC PSUs granted at target on March 30, 2023, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (17) FCF PSUs granted at target on March 30, 2023, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (18) rTSR PSUs granted at target on March 30, 2023, subject to a market condition based on rTSR with three-year cliff vesting. (19) FCF PSUs granted at target on March 30, 2024, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (20) rTSR PSUs granted at target on March 30, 2024, subject to a market condition based on rTSR with three-year cliff vesting. (21) ROIC PSUs granted at target on March 30, 2024, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (22) ROIC PSUs granted at target on June 15, 2024, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (23) FCF PSUs granted at target on June 15, 2024, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (24) rTSR PSUs granted at target on June 15, 2024, subject to a market condition based on rTSR with three-year cliff vesting. (25) ROIC PSUs granted at target on September 15, 2024, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (26) FCF PSUs granted at target on September 15, 2024, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (27) rTSR PSUs granted at target on September 15, 2024, subject to a market condition based on rTSR with three-year cliff vesting. |

  111. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  112. 2024 Option Exercises and Stock Vested

    | Name | Stock Options/SARs | | Stock Shares | | | | Number of Options/SARs Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Vladimir Makatsaria | — | — | — | — | | William Kozy | — | — | 14,512 | 795,403 | | Alex Shvartsburg | — | — | 16,941 | 939,820 | | Ahmet Tezel | — | — | — | — | | Michael Hutchinson | — | — | 3,732 | 198,760 | | Franco Poletti | — | — | 1,967 | 105,741 | | Trui Hebbelinck | — | — | 11,779 | 658,917 | | (1) Value determined based on fair market value of shares on date of vesting before withholding for taxes. | | | | |

  113. 2024 Pension Benefits

    2024 Pension Benefits The Company has no defined benefit plan applicable to LivaNova’s NEOs.

  114. 2024 Non-Qualified Deferred Compensation

    2024 Non-Qualified Deferred Compensation Each of LivaNova’s NEOs is eligible to participate in a supplemental pension plan that is a tax-qualified defined contribution plan, operated in accordance with local country rules and regulations. In the US, LivaNova provides all the Company’s employees with the opportunity to contribute to a 401(k) plan that provides an employer match of 100% of the first three percent of their eligible compensation and 50% of the next two percent of eligible compensation, subject to an employee contribution of five percent up to the limit of total eligible compensation of $345,000 on both base salary and STIP payout. In addition, for employees from Director level and above, the Company provides the opportunity to join a non-qualified deferred contribution plan that provides for an employer match of 100% of the first three percent of the eligible compensation, and 50% of the next two percent of eligible compensation, subject to an employee contribution of five percent, on both base salary and STIP payout.

  115. 2024 Non-Qualified Deferred Compensation

    | | 59 |

  116. 2024 Non-Qualified Deferred Compensation

    Mr. Kozy opted out of LivaNova’s 401(k) plan and its non-qualified deferred compensation plan in the US. Messrs. Makatsaria, Shvartsburg, Tezel and Hutchinson participated in LivaNova’s 401(k) plan in 2024. Messrs. Tezel and Hutchinson did not enroll in the non-qualified deferred contribution plan for 2024. Mr. Shvartsburg enrolled in the non-qualified deferred contribution plan only for contributions on his STIP, that while earned and reported in the 2024 Summary Compensation table, will be paid into the plan in 2025. The table below summarizes activity during 2024 and account balances in our Non-Qualified Deferred Compensation plan for Mr. Makatsaria.

  117. 2024 Non-Qualified Deferred Compensation

    | Name | Executive contribution ($ | Company contribution ($)(1) | Aggregate earning in the year ($) | Aggregate withdrawals in the year ($) | Aggregate balance as December 31, 2024 ($) | | Vladimir Makatsaria | $30,940 | $24,752 | $3,162 | — | $58,854 | | (1) The Company contributions indicated in this table do not include the contributions earned on the STIP payout that will be paid in the plan in 2025. | | | | | |

  118. 2024 Non-Qualified Deferred Compensation

    For Ms. Hebbelinck, LivaNova accrued an amount equal to 15% of her compensation during 2024 (consisting of base and bonus) for the purpose of supplemental pension plan contribution. Mr. Poletti participated in a defined contribution plan in which the employee may defer an unlimited amount of base salary and bonus to the plan. LivaNova matches up to four percent of employee deferrals, and the Company makes contributions mandated under Italian legislation and the applicable collective agreement under the so-called Trattamento di fine rapporto. Payout and withdrawal rights are established under Italian law. The plan is managed by an independent third-party, and LivaNova does not have access to the employee’s investment choices, aggregate earnings, withdrawals, distributions, or aggregate balance, which are subject to privacy restrictions.

  119. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The post-separation treatment of outstanding equity held by an executive officer depends upon the specific circumstances surrounding the separation of an executive officer from the Company. • Death or disability. Upon death or disability, all outstanding SARs vest immediately and expire three months following termination based upon the terms of the plan from which they were awarded. All RSUs granted since 2023 under the 2022 LivaNova Incentive Plan vest immediately. All PSUs granted since 2023 under the 2022 LivaNova Incentive Plan continue to vest until the original vesting date or become vested (assuming 100% achievement) based on the CHCM Committee’s discretion. The CHCM Committee, in exercising its discretion, will consider factors as appropriate including the percentage of the Performance Period elapsed until the termination of service and the expected performance achievement. • Approved retirement. The service-based SARs, RSUs and PSUs granted in 2021, 2022, 2023, and 2024 are subject to an “approved retirement” clause that allows the award to continue to vest in the event the recipient incurs a termination of service due to an approved retirement. Outstanding SARs, RSUs, and PSUs will not be forfeited upon such an approved retirement, but instead, outstanding RSUs and PSUs shall continue to vest on the date(s) and in the amount(s) set out in the applicable grant notice, provided that all other terms that apply to the RSUs and PSUs are met, including the terms regarding restricted activities set forth in the award agreements. Change of control. On February 15, 2023, the CHCM Committee approved amended forms of award agreements under the Company’s 2022 Incentive Award Plan providing for accelerated vesting upon certain terminations of employment in connection with an acquisition of the Company, i.e., a double trigger vesting. Awards granted in 2023 and 2024 will therefore now vest following a change in control of the Company only in the event of a participant’s termination of service by the Company without “cause” or due to a resignation for “good reason” within 24 months. Awards granted in 2021 and 2022 are instead subject to the following treatment: (1) any outstanding SAR shall become fully vested and exercisable immediately prior to, but subject to the consummation of, such change in control and

  120. Potential Payments Upon Termination or Change in Control

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  121. Potential Payments Upon Termination or Change in Control

    (2) any outstanding RSU, to the extent not forfeited or otherwise vested immediately prior to such change in control, shall become fully vested immediately prior to, but subject to the consummation of, such change in control, in each case subject to the executive officer’s continuous employment with the company or a subsidiary through such change in control. At times, as circumstances dictate, LivaNova also enters into additional separation arrangements with departing executive officers. Employment agreements and any additional separation arrangements for departing NEOs are set out below.

  122. Potential Payments Upon Termination or Change in Control

    | Vladimir Makatsaria | | The following table quantifies the potential payments that would be made to Mr. Makatsaria if a termination event had occurred on December 31, 2024. |

  123. Potential Payments Upon Termination or Change in Control

    | Type of Payment or Benefit | Termination without Cause or separation for good reason(1) | Separation due to Change in Control(2) | Separation due to Disability(3) | Separation due to Death(4) | Separation due to Retirement | | Severance | $1,395,000 | $1,860,000 | $1,395,000 | $1,000,000 | — | | STIP | — | $2,046,000 | — | — | — | | LTIP | $3,942,509 | $3,942,509 | $3,942,509 | $3,942,509 | — | | Benefits | $30,179 | $40,239 | $30,179 | — | — | | Total | $5,367,668 | $7,888,748 | $5,367,688 | $4,942,509 | — | | (1) The potential payment in case of termination without cause represents eighteen (18) months of base salary ($1,395,000), continued coverage under the Company’s group health plan for up to eighteen (18) months following the termination ($30,179), continued vesting of the 2024 LTIP Award and the Inducement Award, in each case, on the original vesting schedule, with any PSUs earned based on the level of actual achievement of the applicable performance goals or metrics. For purpose of this table, the LTIP amount reflects the sum of (i) the amount resulting from multiplying the 37,316 outstanding RSUs and 47,817 PSUs as of December 31, 2024 by the closing market price on December 31, 2024 ($46.31). This calculation does not include SARs where the exercise price exceeds the market price. (2) The potential payment in case of termination without cause represents twenty-four (24) months of base salary ($1,860,000), target annual bonus for two (2) years, continued coverage under the Company’s group health plan for up to twenty four (24) months following the termination ($40,239), and accelerated vesting of any unvested equity awards under the LTIP pursuant to the terms of, and to the extent provided under, the LTIP and the applicable award agreements governing the terms of such equity awards. For purposes of this table, the LTIP amount reflects the sum of (i) the amount resulting from multiplying the 37,316 outstanding RSUs and 47,817 PSUs as of December 31, 2024 by the closing market price on December 31, 2024 ($46.31). This calculation does not include SARs where the exercise price exceeds the market price. (3) The potential payment in case of separation due to disability represents eighteen (18) months of base salary ($1,395,000), continued coverage under the Company’s group health plan for up to eighteen (18) months following the termination ($30,179), continued vesting of the 2024 LTIP Award and the Inducement Award, in each case, on the original vesting schedule, with any Performance Stock Units earned based on the level of actual achievement of the applicable performance goals or metrics. For purposes of this table, the LTIP amount reflects the sum of (i) the amount resulting from multiplying the 37,316 outstanding RSUs and 47,817 PSUs as of December 31, 2024 by the closing market price on December 31, 2024 ($46.31). This calculation does not include SARs where the exercise price exceeds the market price. (4) The potential payment in case of separation due to death was calculated by adding (i) the maximum amount payable on the base of the basic term life insurance pursuant to which all LivaNova U.S. employees are enrolled and (ii) the amount resulting from multiplying the 37,316 outstanding RSUs and 47,817 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price on December 31, 2024 ($46.31). This calculation does not include SARs where the exercise price exceeds the market price. | | | | | |

  124. Potential Payments Upon Termination or Change in Control

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  125. Potential Payments Upon Termination or Change in Control

    | Alex Shvartsburg | | The following table quantifies the potential payments that would be made to Mr. Shvartsburg if a termination event had occurred on December 31, 2024. |

  126. Potential Payments Upon Termination or Change in Control

    | Type of Payment or Benefit | Termination without Cause or separation for good reason(1) | Separation due to Change in Control(2) | Separation due to Disability(3) | Separation due to Death(4) | Separation due to Retirement | | Severance | $572,355 | $572,355 | $572,355 | $1,000,000 | — | | STIP | — | — | — | — | — | | LTIP | — | $2,714,609 | $2,251,833 | $2,251,833 | — | | Benefits | — | — | — | — | — | | Total | $572,355 | $3,286,964 | $2,824,188 | $3,251,833 | — | | (1) The potential payment in case of termination without cause represents 12 months of base salary ($572,355). (2) The potential payment in case of separation due to change in control was calculated by adding (i) 12 months of base salary ($572,355), (ii) the amount resulting from multiplying the 16,923 outstanding RSUs and 40,524 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31), and (iii) the amount resulting from multiplying the outstanding SAR in-the-money award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (15,066 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. (3) The potential payment in case of separation due to disability was calculated by adding (i) 12 months of base salary ($572,355), (ii) the amount resulting from multiplying the 14,242 outstanding RSUs with a grant date of March 30, 2023 or following and 33,212 PSUs with a grant date of March 30, 2023 or following (considered at target) subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31) and (iii) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (15,066 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. (4) The potential payment in case of separation due to death was calculated by adding (i) the maximum amount payable on the base of the basic term life insurance pursuant to which all LivaNova U.S. employees are enrolled, (ii) the amount resulting from multiplying the 14,242 outstanding RSUs with a grant date of March 30, 2023 or following and 33,212 PSUs with a grant date of March 30, 2023 or following (considered at target) subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31) and (iii) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (15,066 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. | | | | | |

  127. Potential Payments Upon Termination or Change in Control

    | Michael Hutchinson | | The following table quantifies the potential payments that would be made to Mr. Hutchinson if a termination event had occurred on December 31, 2024. |

  128. Potential Payments Upon Termination or Change in Control

    | Type of Payment or Benefit | Termination without Cause or separation for good reason(1) | Separation due to Change in Control(2) | Separation due to Disability(3) | Separation due to Death(4) | Separation due to Retirement | | Severance | $527,436 | $527,436 | $527,436 | $1,000,000 | — | | STIP | — | — | — | — | — | | LTIP | — | $1,802,245 | $1,802,245 | $1,802,245 | — | | Benefits | — | — | — | — | — | | Total | $527,436 | $2,329,681 | $2,329,681 | $2,802,245 | — |

  129. Potential Payments Upon Termination or Change in Control

    | (1) The potential payment in case of termination without cause represents 12 months of base salary ($527,436). (2) The potential payment in case of separation due to change in control was calculated by adding (i) 12 months of base salary ($527,436), (ii) the amount resulting from multiplying the 14,748 outstanding RSUs and 23,437 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31), and (iii) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (9,416 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. |

  130. Potential Payments Upon Termination or Change in Control

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  131. Potential Payments Upon Termination or Change in Control

    | (3) The potential payment in case of separation due to disability was calculated by adding (i) 12 months of base salary ($527,436), (ii) the amount resulting from multiplying the 14,748 outstanding RSUs and 23,437 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31), and (iii) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (9,416 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. (4) The potential payment in case of separation due to death was calculated by adding (i) the maximum amount payable on the base of the basic term life insurance pursuant to which all LivaNova U.S. employees are enrolled, (ii) the amount resulting from multiplying the 14,748 outstanding RSUs and 23,437 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31), and (iii) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (9,416 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. |

  132. Potential Payments Upon Termination or Change in Control

    | Ahmet Tezel | | The following table quantifies the potential payments that would be made to Mr. Tezel if a termination event had occurred on December 31, 2024. |

  133. Potential Payments Upon Termination or Change in Control

    | Type of Payment or Benefit | Termination without Cause or separation for good reason(1) | Separation due to Change in Control(2) | Separation due to Disability(3) | Separation due to Death(4) | Separation due to Retirement | | Severance | $550,000 | $550,000 | $550,000 | $1,000,000 | — | | STIP | — | — | — | — | — | | LTIP | — | $1,208,645 | $1,208,645 | $1,208,645 | — | | Benefits | — | — | — | — | — | | Total | $550,000 | $1,758,645 | $1,758,645 | $2,208,645 | — | | (1) The potential payment in case of termination without cause represents 12 months of base salary ($550,000). (2) The potential payment in case of separation due to change in control was calculated by adding (i) 12 months of base salary ($550,000), (ii) the amount resulting from multiplying the 11,863 outstanding RSUs and 14,236 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price on December 31, 2024 ($46.31). This calculation does not include SARs where the exercise price exceeds the market price. (3) The potential payment in case of separation due to disability was calculated by adding (i) 12 months of base salary ($550,000) and (ii) the amount resulting from multiplying the 11,863 outstanding RSUs and 14,236 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price on December 31, 2024 ($46.31). This calculation does not include SARs where the exercise price exceeds the market price. (4) The potential payment in case of separation due to death was calculated by adding by adding (i) the maximum amount payable on the base of the basic term life insurance pursuant to which all LivaNova U.S. employees are enrolled and (ii) the amount resulting from multiplying the 11,863 outstanding RSUs and 14,236 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31). This calculation does not include SARs where the exercise price exceeds the market price. | | | | | |

  134. Potential Payments Upon Termination or Change in Control

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  135. Potential Payments Upon Termination or Change in Control

    | Franco Poletti | | The following table quantifies the potential payments that would be made to Mr. Poletti if a termination event had occurred on December 31, 2024. |

  136. Potential Payments Upon Termination or Change in Control

    | Type of Payment or Benefit | Termination without Cause or separation for good reason(1) | Separation due to Change in Control(2) | Separation due to Disability(3) | Separation due to Death(4) | Separation due to Retirement | | Severance | $787,780 | $787,780 | $787,780 | $540,810 | — | | STIP | — | — | — | — | — | | LTIP | — | $460,326 | $435,134 | $435,134 | — | | Benefits | $137,030 | $137,030 | $137,030 | — | — | | Total | $924,810 | $1,385,136 | $1,359,944 | $975,944 | — | | (1) The potential payment in case of termination without cause represents Mr. Poletti’s base salary to be paid until the end of his fixed term employment contract on July 31, 2026 ($787,780) and related value of the benefits ($137,030). (2) The potential payment in case of separation due to change in control was calculated by adding (i) Mr. Poletti’s base salary to be paid until the end of his fixed term employment contract on July 31, 2026 ($787,780), (ii) the amounts of the related benefits ($137,030), (iii) the amount resulting from multiplying the 7,295 outstanding RSUs and 9,617 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31), and (iv) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (711 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. (3) The potential payment in case of separation due to disability was calculated by adding (i) Mr. Poletti’s base salary to be paid until the end of his fixed term employment contract on July 31, 2026 ($787,780), (ii) the amounts of the related benefits ($137,030), (iii) the amount resulting from multiplying the 6,751 outstanding RSUs granted on March 30, 2023 or later and 9,617 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31), and (iv) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (711 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. (4) The potential payment in case of separation due to death was calculated by adding by adding (i) the maximum amount payable on the base of the basic term life insurance pursuant to which all LivaNova Italian employees are enrolled, (ii) the amount resulting from multiplying the 6,751 outstanding RSUs granted on March 30, 2023 or later and 9,617 PSUs (considered at target) as of December 31, 2024 subject to accelerated vesting by the closing market price at December 31, 2024 ($46.31), and (iii) the amount resulting from multiplying each outstanding SAR award subject to accelerated vesting by the difference between the closing market price at December 31, 2024 ($46.31) and the exercise price for each SAR (711 SARs with an exercise price of $42.71). This calculation does not include SARs where the exercise price exceeds the market price. | | | | | | | Settlement Agreement — Trui Hebbelinck | | | | | | | On September 30, 2024, Trui Hebbelinck left her position as Chief Human Resources Officer and commenced a period of garden leave. Pursuant to her pre-existing service agreement, Ms. Hebbelinck has a 12-month contractual notice period, and her employment will terminate on September 30, 2025 unless she elects to end her garden leave period early and receive a payment in lieu of notice. While on garden leave, Ms. Hebbelinck is receiving her normal salary and benefits, as required by the terms of her previously disclosed service agreement but will not qualify for any bonus for fiscal year 2025. Additionally, while on garden leave, all outstanding equity awards previously granted to Ms. Hebbelinck will continue to vest in accordance with their terms, and no further equity awards will be awarded to her. In connection with Ms. Hebbelinck’s departure, on September 7, 2024, the Company and Ms. Hebbelinck entered into a Settlement Agreement (the “Agreement”). Pursuant to the terms of the Agreement, Ms. Hebbelinck received her annual bonus for fiscal year 2024, calculated as on-target, prorated up to and including September 30, 2024 and paid in October 2024, a severance payment of £232,000 to be paid after her termination date, outplacement counseling up to a maximum of £20,000 plus tax, professional tax assistance for the preparation and filing of her returns for the 2023/2024, 2024/ 2025 and, if applicable, 2025/2026 UK tax years, the payment of reasonable legal fees incurred in obtaining advice on the terms and effect of the Agreement up to a maximum of £25,000 plus tax and the release of Ms. Hebbelinck from certain of her post-termination restrictive covenants. | | | | | |

  137. CEO Pay Ratio

    CEO Pay Ratio SEC regulations require the Company to report the ratio of the CEO’s total annual compensation to the compensation of the median employee at LivaNova. For the year ended December 31, 2024: • the median annual total compensation of all employees of the Company (other than Mr. Makatsaria, LivaNova’s CEO) was $86,584; and the annualized total compensation of Mr. Makatsaria was $11,652,806.

  138. CEO Pay Ratio

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  139. CEO Pay Ratio

    Based on this information, the ratio of the CEO, Mr. Makatsaria, to the median of the annual total compensation of all employees was 135 to 1. The methodology and material assumptions, adjustments, and estimates that were used to identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the median employee are as follows: • As of October 1, 2024, the Company’s employee population, excluding the CEO, consisted of 3,098 individuals working at the parent company and its consolidated subsidiaries, with approximately 39% of these individuals located in the U.S. and 61% located outside of the U.S. (of the total number of employees, 48% were located in Europe, and 13% were located in various countries in Asia and the Americas and Middle East). The Company selected October 1, 2024 as the determination date to allow sufficient time to identify the median employee given the global scope of LivaNova’s operations. • The employee population, after taking into consideration the adjustments permitted by SEC rules (as described below) consisted of 2,948 individuals, including regular and temporary employees. • Using the de minimis exception, the Company limited the employee population to individuals residing in Europe, North America, China, Singapore, Japan and Australia. The countries excluded were Brazil (60 employees), Chile (3 employees), Colombia (17 employees), Hong Kong (4 employees), India (15 employees), Russian Federation (8 employees), Taiwan (2 employees), Thailand (15 employees), Türkiye (9 employees), and United Arab Emirates (17 employees), totaling 150 employees. • The global distribution of the employee population leads to a variety of pay elements in the compensation arrangements of the employees. For example, while most of the employees participate in LivaNova’s STIP, the incentive compensation element for some of the employees residing in the U.S. and Europe is based on commissions and not participation in the STIP. Consequently, the Company selected base salary or wages as the most appropriate consistently applied compensation measure to identify the median employee. • The Company annualized the compensation of all permanent employees who were hired in fiscal 2024 but did not work for the Company or its consolidated subsidiaries for the entire fiscal year. The Company annualized the base salary of hourly employees assuming standard yearly hours. The Company annualized employee base salary assuming 100% full time equivalency. • The Company did not make any cost-of-living adjustments in identifying the median employee. With respect to the annual total compensation of the CEO, LivaNova annualized the amount reported in the “Total” column of LivaNova’s 2024 Summary Compensation Table included in this proxy statement, consistent with SEC rules. The Company applied the same approach in calculating “Total” compensation for purposed of the Summary Compensation Table to determine the annual total compensation of the identified median employee.

  140. CEO Pay Ratio

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  141. CEO Pay Ratio

    | PAY VERSUS PERFORMANCE DISCLOSURE |

  142. CEO Pay Ratio

    In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our CEOs and NEOs and certain financial performance measures of LivaNova. For further information on LivaNova’s pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  143. Pay vs. Performance Table

    Pay vs. Performance Table

  144. Pay vs. Performance Table

    | Year | Summary Compensation Table Total for Current PEO(1) | Compensation Actually Paid to Current PEO(2) | Summary Compensation Table Total for Former Interim PEO(3) | Compensation Actually Paid to Former Interim PEO(4) | Summary Compensation Table Total for Former PEO | Compensation Actually Paid to Former PEO | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(19) | | Adjusted Operating Income (millions)(10) | | | | | | | | | | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | (f) | (g) | (h) | (i) | (j) | | (k) | | 2024 | $9,710,672 | $8,156,702 | $827,104 | $830,868 | N/A | | N/A | $2,544,386 | $1,937,356 | $61.39 | $137.81 | | 63.2 | $239.2 | | 2023 | N/A | N/A | $3,060,725 | $3,032,476 | $8,210,339 | -$ | 7,774,065 | $2,855,745 | $2,417,932 | $68.59 | $124.22 | | 17.6 | $169.3 | | 2022 | N/A | N/A | N/A | N/A | $8,565,545 | | 2,575,035 | $2,076,241 | $178,933 | $73.63 | $113.92 | -$ | 86.2 | $145.1 | | 2021 | N/A | N/A | N/A | N/A | $10,080,644 | | 15,281,126 | $2,161,897 | $3,038,616 | $115.91 | $140.40 | -$ | 135.8 | $154.8 | | 2020 | N/A | N/A | N/A | N/A | $6,902,353 | | 5,689,235 | $1,730,387 | $1,334,414 | $87.78 | $117.63 | -$ | 348.8 | $93.5 | | (1) Amounts reflect the total compensation reported for Mr. Makatsaria in the “Total” column in the “Summary Compensation Table” for 2024. (2) Amounts represent “compensation actually paid” to Mr. Makatsaria by applying the following adjustments to Mr. Makatsaria’s total compensation for each year, as computed in accordance with Item 402(v). Amounts do not reflect actual compensation earned by or paid to Mr. Makatsaria during the applicable year. | | | | | | | | | | | | | | |

  145. Pay vs. Performance Table

    | Year | Reported Summary Compensation Table Total for Current PEO) | Reported Value of Equity Awards(a) | | Change in Pension Value | Equity Award Adjustments(b) | Compensation Actually Paid to Current PEO | | 2024 | $9,710,672 | -$ | 7,308,628 | — | $5,754,658 | $8,156,702 | | (a) Amounts reflect the aggregate grant-date fair value of awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments reflected in this column were calculated as follows: | | | | | | |

  146. Pay vs. Performance Table

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Remain Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $5,754,658 | — | — | — | — | — | $5,754,658 |

  147. Pay vs. Performance Table

    | (3) Amounts reflect the total compensation reported for Mr. Kozy in the “Total” column in the “Summary Compensation Table” for each corresponding year. (4) Amounts represent “compensation actually paid” to Mr. Kozy, by applying the following adjustments to Mr. Kozy’s total compensation for 2024, as computed in accordance with Item 402(v). Amounts do not reflect actual compensation earned by or paid to Mr. Kozy during 2024. |

  148. Pay vs. Performance Table

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  149. Pay vs. Performance Table

    | Year | Reported Summary Compensation Table Total for Former Interim PEO | Reported Value of Equity Awards(a) | | Equity Award Adjustments(b) | Compensation Actually Paid to Former Interim PEO | | 2024 | $827,104 | -$ | 312,813 | $316,577 | $830,868 | | (a) Amounts reflect the aggregate grant-date fair value of awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments reflected in this column were calculated as follows: | | | | | |

  150. Pay vs. Performance Table

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Remain Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $272,025 | — | — | $44,552 | — | — | $316,577 |

  151. Pay vs. Performance Table

    | In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards held by our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during 2024. For options, the fair values as of each measurement date were determined using a binomial lattice model, with assumptions and methodologies regarding volatility, dividend yield, and risk-free rates that are generally consistent with those used to estimate fair value at grant under generally accepted accounting principles. The range of estimates used in the option fair value calculations for 2024 are as follows: (i) remaining option contractual life between 1 year – 9.7 years, volatility between 36% – 45%, dividend yield of 0%, and risk-free rate between 4% – 4.5%. For relative TSR PSUs, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model. For Adjusted Free Cash Flow PSUs (“FCF PSUs”) and Return on Invested Capital PSUS (“ROIC PSUs”), the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date that are consistent with those used to calculate the grant date fair value of such awards, except that the FCF & ROIC PSUs granted in 2022, and the FCF PSUs granted in 2023 assumed below-target payout at the end of 2024, while the FCF & ROIC PSUs granted in 2021, the ROIC PSUs granted in 2023, and the FCF & ROIC PSUs granted in 2024 assumed above-target payout at the end of 2024. | | (5) Amounts reflect the total compensation reported for LivaNova’s NEOs (excluding Mr. Makatsaria who is currently serving as PEO, Mr. Kozy who served as interim PEO for parts of 2023 and 2024, and Mr. McDonald who served as PEO in 2020, 2021, 2022, and part of 2023) in the “Total” column in the “Summary Compensation Table” for each corresponding year. The NEOs whose compensation was included for purposes of calculating the average amounts in each applicable year in this column are as follows: (i) for 2024, Messrs. Shvartsburg, Hutchinson, Poletti, and Tezel and Ms. Hebbelinck, (ii) for 2023, Messrs. Shvartsburg, Dolci, and Hutchinson, and Ms. Hebbelinck; (iii) for 2022, Messrs. Shvartsburg and Dolci and Mses. Skeffington and Hebbelinck; (iv) for 2021, Messrs. Shvartsburg and Dolci and Mses. Skeffington and Hebbelinck; and (v) for 2020, Messrs. Huston, Shvartsburg, Dolci, and Khoury, and Ms. Skeffington. (6) Amounts represent average “compensation actually paid” to the non-CEO NEOs as a group by applying the following adjustments to each NEO’s total compensation for each year, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned by or paid to each NEO during the applicable year. |

  152. Pay vs. Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $2,544,386 | -$ | 1,467,904 | $860,874 | $1,937,356 | | (a) The equity award adjustments reflected in this column were calculated as follows: | | | | | |

  153. Pay vs. Performance Table

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  154. Pay vs. Performance Table

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Remain Outstanding and Unvested as of Year End | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $1,065,098 | -$ | 150,524 | — | $126,925 | -$ | 180,625 | — | $860,874 |

  155. Pay vs. Performance Table

    | (7) The amounts in this column assume the investment of $100 on December 31, 2019 in LivaNova’s common shares traded on the Nasdaq and the reinvestment of all dividends since that date. (8) The amounts in this column assume the investment of $100 on December 31, 2019 in the S&P Healthcare Equipment Index, the peer group used for purposes of the Company’s performance graph pursuant to Item 201(e) of Regulation S-K, and the reinvestment of all dividends since that date. (9) Amounts reflect the Company’s net income as reported in its audited financial statements for the applicable year. (10) Amounts reflect Adjusted Operating Income as the Company-Selected Measure. The Company defines Adjusted Operating Income as net income at reported currency exchange rates, after adjustments for the effects of acquisitions, divestitures, restructuring, integration, product remediation, purchase price allocation and intangible amortization, significant litigation, equity compensation, significant non-cash adjustments, and other infrequent, unusual, or non-recurring items not incurred in the ordinary course of business. |

  156. Pay vs. Performance Table

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  157. Pay vs. Performance Table Discussion and Analysis

    Pay vs. Performance Table Discussion and Analysis In accordance with the requirements of Item 402(v) of Regulation S-K, we are providing the following charts to describe the relationships between information presented in the Pay vs. Performance table.

  158. Relationship Between Compensation Actually Paid (CAP) for CEOs and Non-CEO NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

    Relationship Between Compensation Actually Paid (CAP) for CEOs and Non-CEO NEOs (Average) vs. Cumulative TSR of Company and the Peer Group The following chart shows the relationship between Compensation Actually Paid to our CEOs and the average Compensation Actually Paid to our non-CEO NEOs relative to the Company’s TSR as well as the TSR of our performance graph peer group. As the chart demonstrates, historically, Compensation Actually Paid has been directionally aligned with the movement of our TSR, predominantly as a result of the fact that a substantial portion of executive officer compensation is in the form of long-term incentives where value is tied directly to the Company’s share price. In 2024, Compensation Actually Paid reflects the impact of Mr. Kozy service as Interim CEO until February 29, 2024 as well as the pay for Mr. Makatsaria’s service as CEO starting on March 1, 2024.

  159. Relationship Between Compensation Actually Paid (CAP) for CEOs and Non-CEO NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

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  160. Relationship Between Compensation Actually Paid for CEOs and Non-CEO NEOs (Average) vs. Net Income

    Relationship Between Compensation Actually Paid for CEOs and Non-CEO NEOs (Average) vs. Net Income The following chart shows the relationship between net income and Compensation Actually Paid to our CEOs and the average Compensation Actually Paid to our non-CEO NEOs. Net income does not play a direct role in determining compensation for our short- and long-term incentive plans. To the extent that net income drives stock price performance and returns value to our shareholders, we would expect net income to impact compensation through the equity instruments included in our long-term incentive plan.

  161. Relationship Between Compensation Actually Paid for CEOs and Non-CEO NEOs (Average) vs. Net Income

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  162. Relationship Between Compensation Actually Paid for CEOs and Non-CEO NEOs (Average) vs. Adjusted Operating Income

    Relationship Between Compensation Actually Paid for CEOs and Non-CEO NEOs (Average) vs. Adjusted Operating Income The following chart shows the relationship between adjusted operating income and Compensation Actually Paid to our CEOs and the average Compensation Actually Paid to our non-CEO NEOs. Adjusted operating income is one of the two financial metrics of our short-term incentive plan and is one of the factors that the CHCM Committee considers when reviewing the compensation of our NEOs annually. Although there was meaningful correlation between CAP and adjusted net income for 2020 and 2021, Compensation Actually Paid in 2022 decreased significantly relative to 2021 despite a significant improvement in adjusted net income in 2022. In a volatile stock market, the CAP for our NEOs is strongly impacted by LivaNova’s stock price, which aligns with shareholders’ interests, although the stock price at the end of 2022 did not necessarily reflect the Company’s improved adjusted net income performance. In 2023 and 2024, the stock price decrease was not nearly as steep as in 2022, causing the CAP to increase as well.

  163. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors

  164. Proposal No. 1 — Election of Directors

    | The selection of qualified directors is critical to the long-term success of the Company and its shareholders. Director nominees must be able to contribute significantly to the Board’s discussion and decision-making on the broad array of complex issues facing the Company. The Board’s established process for director selection begins with an assessment of LivaNova’s strategic objectives and the skills, experience and qualifications needed to further those objectives. Through that process, the Board has determined that its nominees for election as directors at the AGM collectively represent the best mix of experience, qualifications, and skills to further the long-term interests of all shareholders. The Board is unclassified. Directors are elected for one-year terms. You are being asked to vote, by separate ordinary resolutions, on the election of the following ten director nominees, each for a one-year term: • J. Christopher Barry • Francesco Bianchi • Stacy Enxing Seng • William Kozy • Vladimir Makatsaria • Dr. Sharon O’Kane • Susan Podlogar • Todd Schermerhorn • Brooke Story • Peter Wilver Detailed information about each director nominee’s background, skill sets, and areas of expertise can be found beginning on page 25 of this proxy statement. | Vote Required: Each director nominee is elected by a simple majority of the total votes cast. Election is by a majority of the votes cast in an uncontested election such as this one. In a contested election, directors are elected by a plurality of the votes cast. Board Recommendation: FOR the election to the Board of each of the director nominees. |

  165. Proposal No. 1 — Election of Directors

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