DEF 14A of LivaNova PLC, Apr 29, 2026

DEF 14A of LivaNova PLC

Filed Apr 29, 2026 · FY20250001104659-26-050937

Open on EDGAR

  1. Director Nominees

    Director Nominees LivaNova’s Articles 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 eleven individuals named below to serve as directors until the 2027 AGM or their earlier resignation or removal. All directors are elected annually.

  2. Director Nominees

    | J. CHRISTOPHER BARRY Independent | Age 54 | Director since 2023 | | | | Chris Barry served as Executive Vice President and Group President, Medical Surgical at Solventum, a health care company that was spun off from 3M, from March 2024 to December 2025. 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 former 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. | |

  3. Director Nominees

    | FRANCESCO BIANCHI Independent | Age 69 | 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. | |

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  5. Director Nominees

    | STACY ENXING SENG Independent | Age 61 | 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 (ev3), 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) Former Public Company Directorships During the Past Five Years: Hill-Rom Holdings, Inc. (HRC); Sonova Holding AG (SONVY) | | 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 in the medical device industry. She also has experience with human capital management matters and compensation analysis. | |

  6. Director Nominees

    | WILLIAM KOZY Chair | Independent | Age 74 | Director since 2018 | | | | William Kozy is the Chair 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 enterprise resource planning 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. | |

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  8. Director Nominees

    | VLADIMIR MAKATSARIA Chief Executive Officer | Age 53 | 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 the Ethicon, DePuy, and total MedTech global leadership teams. He served as Chairman of the Board of the Asia Pacific Medical Technology Association 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. | |

  9. Director Nominees

    | JETTE NYGAARD-ANDERSEN Independent | Age 57 | Director Nominee | | | | Jette Nygaard-Andersen serves as Chair of the Board of Danish medical device company, Coloplast A/S (“Coloplast”), a position she assumed in May 2025. She has served as a Non-Executive Director of Coloplast since 2015, including as Chair of its Remuneration and Nomination Committee and as a member of its Audit Committee. Prior to her current role as Chair of the Board of Coloplast, Ms. Nygaard-Andersen served as Chief Executive Officer and Executive Director of Entain Group PLC (“Entain”), a large sports betting and gaming company, from 2021 to 2023 after serving as a Non-Executive Director of Entain from 2019 to 2021. During her time as Chief Executive Officer at Entain, she led a comprehensive strategic and operational transformation of the business, delivering significant revenue and EBITDA growth, and overseeing numerous strategic acquisitions. Before joining Entain, Ms. Nygaard-Andersen spent 16 years at Modern Times Group AB, a Nasdaq Nordic-listed European media, entertainment, and gaming group, where she progressed through a series of senior executive positions, serving as Chief Operating Officer and, subsequently, as Chief Executive Officer of multiple business units. Earlier in her career, she served as Senior Managing Director at Accenture, leading the firm’s Telecommunications, Media, and Technology & Strategy practice. She holds a Master of Science degree in Business Administration, with a concentration in Finance, from the University of Copenhagen, where she graduated with distinction. | | | Other Current Public Company Directorships: Coloplast (CLPBY) | | Director Skills: As the Chair of the Board of a global medical technology company and a seasoned chief executive with more than 25 years of leadership experience across complex, highly regulated, international businesses, Ms. Nygaard-Andersen brings to the Board a combination of active MedTech governance expertise and executive leadership. Ms. Nygaard-Andersen has a demonstrated track record of driving enterprise-wide transformation in demanding operating environments, including through governance strengthening, technology enablement, and disciplined capital allocation, and her extensive experience overseeing strategic mergers and acquisitions across multiple industries and geographies provides applicable expertise in business development. She brings deep international perspective, having led organizations spanning the United States, Europe, and emerging markets, and she has broad public company board experience, including long-standing service on the audit, remuneration, and nomination committees of a major publicly traded global company. | |

  10. Director Nominees

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  11. Director Nominees

    | SUSAN PODLOGAR Independent | Age 62 | Director since 2024 | | | | Susan Podlogar served as the Executive Vice President, Chief Human Resources Officer at MetLife, a global insurance company, 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. | |

  12. Director Nominees

    | TODD SCHERMERHORN Independent | Age 65 | 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) | | 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. | |

  13. Director Nominees

    | BROOKE STORY Independent | Age 54 | Director since 2022 | | | | Brooke Story serves as Separation and 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: PolyPid Ltd. (PYPD) Former Public Company Directorships During the Past Five Years: 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 led complex, high-value mergers and acquisitions with a strong track record of strategic execution and value creation and has excelled in helping large medical device corporations inspire teams, mentor and develop talent, and deliver economic value. | |

  14. Director Nominees

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  15. Director Nominees

    | PETER WILVER Independent | Age 66 | 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. | |

  16. Director Nominees

    | DONALD ZURBAY Independent | Age 58 | Director since 2025 | | | | Donald Zurbay has more than 30 years of experience in finance and accounting, including 20 years spent in leadership positions within the global healthcare industry. Most recently, he served as President and Chief Executive Officer of Patterson Companies, Inc., a global healthcare company, from October 2022 to May 2025. Prior to that, Mr. Zurbay served as the Chief Financial Officer (CFO) of Patterson from June 2018 to October 2022. Prior to Patterson, he worked in various leadership roles for St. Jude Medical, a global medical device company, culminating in his role as CFO. Mr. Zurbay’s other earlier corporate experience includes tenures at PricewaterhouseCoopers, The Valspar Corporation, and Deloitte & Touche. Mr. Zurbay holds a bachelor’s degree in Business Accounting from the University of Minnesota. | | | Committees: Audit and Compliance Other Current Public Company Directorships: Sight Sciences, Inc. (SGHT) Former Public Company Directorships During the Past Five Years: Silk Road Medical., Inc. (SILK) | | Director Skills: Mr. Zurbay brings extensive executive leadership experience in the healthcare industry, with a strong background in finance, accounting, and strategic transactions. His expertise spans global operations and strategy, investor relations, and advancing science, technology, and innovation. In addition, he has public board experience, further strengthening his governance and strategic oversight capabilities. He is also an audit committee financial expert. | |

  17. 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 (if a non-executive director) and the Lead Director (if the Chair 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. Following its review, the CHCM Committee recommends any proposed changes to non-executive director compensation to the Board for approval.

  18. Director Compensation

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  19. Director Compensation

    2025 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 2025: From January 2025 until the 2025 AGM: • annual Board retainer fee of $60,000 ($135,000 for the 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 2025 AGM, (i) the annual Board retainer for the Company’s non-executive directors was increased by $10,000 to $70,000 ($145,000 for the Chair); (ii) the member fees for the NCG and CHCM committees increased by $2,000 to $10,000, respectively; and (iii) the fair value of the annual stock award for the Company’s non-executive directors was increased by $5,000 to $185,000 ($260,000 for the Chair) each 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. The following table sets forth a summary of the compensation due to the non-executive directors in the year ended December 31, 2025:

  20. Director Compensation

    | Name | Fees Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | William Kozy | 140,522 | 259,963 | 400,485 | | J. Christopher Barry | 89,626 | 184,962 | 274,588 | | Francesco Bianchi | 89,626 | 184,962 | 274,588 | | Stacy Enxing Seng | 85,522 | 184,962 | 270,484 | | Dr. Sharon O’Kane | 85,522 | 184,962 | 270,484 | | Susan Podlogar | 74,626 | 184,962 | 259,588 | | Todd Schermerhorn | 95,522 | 184,962 | 280,484 | | Brooke Story | 74,626 | 184,962 | 259,588 | | Peter Wilver | 89,626 | 184,962 | 274,588 | | Donald Zurbay(2) | 27,486 | 141,901 | 169,387 | | (1) Amounts reflect the full grant date fair value of RSUs granted in 2025 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, 2025. 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, 2025, all RSU awards reflected in the column were unvested. The stock award values shown above correspond to 4,042 RSUs, except for Mr. Kozy, who received 5,681 RSUs, and Mr. Zurbay, who received a pro-rated grant award of 2,560 RSUs in connection with his appointment to the Board on September 4, 2025. (2) Mr. Zurbay joined the Board effective September 4, 2025. Accordingly, his director’s fees and stock awards for 2025 are pro-rated. | | | |

  21. Director Compensation

    2026 Director Compensation. Based on benchmarking data and upon the advice of its independent compensation consultant, Pearl Meyer, the CHCM Committee recommended that the Board adjust the compensation for non-employee directors to better align with market practices.

  22. Director Compensation

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  23. Director Compensation

    In February 2026, the Board approved these changes, effective as of the Company’s 2026 Annual General Meeting. Specifically, the Board determined that it was in the best interests of shareholders to increase the equity retainer for all non-chair directors, eliminate the premium to the equity retainer for the Chair, and increase the premium to the cash retainer for the Chair. As approved, each director, including the Chair, will receive an annual equity award in the form of restricted stock units with a grant-date fair value of $190,000, an annual Board retainer of $70,000 ($160,000 for the Chair), and applicable committee chair and member fees. No other changes were made to director compensation in 2026.

  24. Director Compensation

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  25. Director Compensation

    | EXECUTIVE OFFICERS |

  26. Director Compensation

    | Name | Age | Position | | Vladimir Makatsaria | 53 | Chief Executive Officer | | Alex Shvartsburg | 56 | Chief Financial Officer | | Natalia Kozmina | 54 | Chief Human Resources Officer | | Stephanie Bolton | 44 | President, Global Epilepsy | | Franco Poletti | 64 | President, Cardiopulmonary | | Ahmet Tezel | 51 | Chief Innovation Officer |

  27. 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. Natalia Kozmina joined LivaNova in January 2025 as Chief Human Resources Officer (CHRO). Ms. Kozmina has more than 25 years of leadership experience in the MedTech and life sciences sectors in Fortune 100 and FTSE 100 companies. Prior to joining LivaNova, she served as Executive Vice President, CHRO and ESG Stewardship of Convatec Group PLC, a global medical products and technologies company (June 2020 to July 2024) and served in senior human resources leadership roles for Iron Mountain and Smiths Group PLC. She started her career in the pharmaceutical industry as a scientist followed by commercial and general management leadership roles with Abbott and Bristol-Myers Squibb (formerly DuPont-Merck). In April 2024, Ms. Kozmina joined the Board of London-based Carclo PLC as a Non-Executive Director where she chairs the Remuneration Committee and is a member of the Audit and Risk and Nomination committees. Ms. Kozmina holds an undergraduate degree in Chemistry from M.V. Lomonosov Moscow State University, a postgraduate degree in Chemistry from The Ohio State University, and an MBA from The University of Chicago’s Booth School of Business. 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 (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

  28. Director Compensation

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  29. Director Compensation

    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 Dr. 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.

  30. Director Compensation

    | EXECUTIVE COMPENSATION |

  31. NEO Appointment During Fiscal 2025

    On January 6, 2025, the Company entered into an employment agreement under Italian law (the “Employment Agreement”) with Ms. Kozmina. 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 €455,000 with a target annual bonus equal to 65% of base salary (pro-rated for 2025). In addition, Ms. Kozmina received (1) long-term equity incentive awards as part of the Company’s regular 2025 annual grant cycle with a target grant-date value of $1,000,000, 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 (“rTSR”) target achievement, 25% is subject to adjusted free cash-flow (“FCF”) target achievement, and 25% is subject to Return on Invested Capital (“ROIC”) target achievement, 25% in RSUs vesting in equal installments over a three-year period, and 25% in SARs, vesting in equal installments over a four-year period; (2) special inducement service-based RSUs with an aggregate grant-date value of $500,000, vesting in equal annual installments over a three-year period; and (3) a cash sign-on bonus of €70,000 paid as follows: 50% on the first payroll date after Ms. Kozmina’s start date (January 14, 2025); 25% on the first payroll date six months after Ms. Kozmina’s start date; and 25% on the first payroll date after the first anniversary of Ms. Kozmina’s start date, subject to her continued employment through the applicable dates.

  32. 2025 Incentive Payouts

    2025 Incentive Payouts

  33. 2025 Incentive Payouts

    | 2025 Short-Term Incentive Plan | 2023-2025 PSUs | | | | 122.4% of target | rTSR PSUs | ROIC PSUs | FCF PSUs | | | 113.9% of target | 118.7% of target | 122.0% of target | | Reflects performance against a set of financial and non-financial objectives | Reflects 58th rTSR percentile | Reflects an average three-year ROIC of 6.68% | Reflects a three-year cumulative Adjusted FCF of $449.6 million |

  34. 2025 Incentive Payouts

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  35. 2025 Incentive Payouts

    In aggregate, the 2023-2025 PSU awards vested above target (with a weighted average payout of 117%), reflecting strong relative total shareholder return performance and achievement above target on both adjusted FCF and ROIC metrics. 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 the section titled “Elements of Compensation” in this CD&A.

  36. Executive Compensation Pay Practices

    | The following table sets out what LivaNova does and what LivaNova does not do in its executive compensation program: | | | 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 complementary 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 PSU 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 X Provide excessive perquisites |

  37. Role of the Compensation Consultant

    Role of the Compensation Consultant For 2025, 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, assist the CHCM Committee in the analysis of that data, and attend all regular meetings of the CHCM Committee. During 2025, Pearl Meyer did not perform any services for the Company or any of its executive officers or other employees. Based on these factors, along with independence information provided by Pearl Meyer and the CHCM Committee’s evaluation of Pearl Meyer’s independence pursuant to the requirements approved and adopted by the SEC and Nasdaq, the CHCM Committee determined that the work performed by Pearl Meyer did not create any conflicts of interest.

  38. How LivaNova Establishes Executive Compensation Levels

    CEO Performance. The CHCM Committee meets with the Company’s CEO annually to agree on the CEO’s performance objectives for the next year. Thereafter, the CHCM Committee and the Chair or the Lead Director (if the Chair is an executive director) meet in executive session to assess the CEO’s performance against the CEO’s objectives, the CEO’s degree of contribution to LivaNova’s performance, the CEO’s ethics and integrity, and other leadership attributes. • Other NEOs Performance. For all other NEOs, the CHCM Committee receives performance assessments and compensation recommendations from the CEO and exercises its judgment after considering individual achievements and contributions, contribution to Company performance, ethics and integrity, and other leadership accomplishments. • Benchmarking Analysis. The CHCM Committee reviews peer group data based on benchmark analysis provided by its independent compensation consultant, Pearl Meyer, which compares individual pay to comparable roles among LivaNova’s peer group as a reference point. To perform the benchmark analysis, Pearl Meyer uses data from a 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 $400 million and $3.6 billion, market capitalization between $650 million and $10.5 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, 2025 (the “2025 Compensation Peer Group”) consisted of the following companies selected by the CHCM Committee based upon the recommendation of its independent compensation consultant, Pearl Meyer.

  39. How LivaNova Establishes Executive Compensation Levels

    The 2025 Compensation Peer Group differs from the peer group used in 2024 as it excludes Shockwave Medical Inc. due to its acquisition by Johnson & Johnson in May 2024 and includes Enovis Corporation and Inspire Medical Systems, Inc., as they meet the above-mentioned criteria and were approved by the CHCM Committee. For peer group consistency, Pearl Meyer recommended retaining ICU Medical, Inc. and Integer Holdings Corporation in the 2025 Compensation Peer Group, notwithstanding the fact that such companies reported employee populations exceeding 9,000 persons in the prior fiscal year, and Nevro Corp., notwithstanding its market capitalization below $400 million at the time of the analysis. In addition to the benchmark analysis, the CHCM Committee considers individual performance, Company performance, and internal pay equity in setting NEO pay. • Overall NEO 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.

  40. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”) Purpose: LivaNova’s STIP provides incentives that compensate the Company’s executive officers for achieving certain short-term objectives that enhance shareholder value. In addition, the STIP is designed to aid in attracting highly qualified executive officers and to promote their retention.

  41. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | | 41 |

  42. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    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 predetermined 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 2025 STIP were Net Sales and Adjusted Operating Income. For purposes of the 2025 STIP: • “Net Sales” is defined as LivaNova’s net sales for 2025 at constant currency exchange rates adjusting for the effects of any acquisitions and divestitures in 2025. • “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 predetermined non-financial objectives. For the 2025 STIP, the following non-financial objectives were combined to create a payout modifier aligned with the Company’s strategic imperatives per the table below:

  43. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | Strategic Imperative | Weight (%) | Description | | Inspired People | 35% | Engage people to excel | | | | Strengthen career development and succession | | | | Build an inclusive culture | | Impactful Innovation | 35% | Finalize strategic roadmap | | | | Strengthen core innovation pipeline through achievement of key milestones | | | | Advance OSA and DTD to achieve market access | | | | Strengthen capability to accelerate innovation strategy | | Accelerated Growth | 15% | Drive growth through key levers, including Essenz Upgrade, CP consumable output increase, US Epilepsy NPI and price increase. | | Operational Excellence | 15% | Modernize IT infrastructure | | | | Ensure safety and reliability of LivaNova’s product through a robust Quality Management System (“QMS”) | | | | Optimize CP Supply Chain |

  44. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    In 2025, the CHCM Committee set several predetermined non-financial goals with respect to the 2025 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 considered both quantitative and qualitative factors and applied discretion when evaluating performance and determining the final payout factor.

  45. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | 42 | |

  46. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    Annual cash-based bonus plan expressed as a target bonus (weighted average target percentage times the NEO’s weighted average annual base salary) conditioned on achievement of certain financial and non-financial metrics, per the following formulas. For all of LivaNova’s NEOs, the calculation is based on the following formula:

  47. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | STIP PAYOUT | = | Target BonusX | BPF |

  48. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

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

  49. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | BPF | = | FPFX | NFG Modifier |

  50. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 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.

  51. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

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

  52. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

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

  53. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | Net Sales Payout | | Adjusted Operating Income Payout | | Non-Financial Goals Modifier | | | Achievement % | Payout %(1) | Achievement % | Payout %(2) | Achievement % | Payout Modifier of Net Sales & Adj Operating Income %(2) | | <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% | | | | (1) The CHCM Committee considers both quantitative and qualitative factors and may apply discretion when evaluating performance and determining the payout factor. (2) Linear interpolation is used to calculate payouts for achievements between the levels indicated in the above table. | | | | | |

  54. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | | 43 |

  55. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    The table below shows the minimum, target, and maximum short-term incentive payment for each NEO as a percentage of each NEO’s weighted average base salary under the 2025 STIP:

  56. Short-Term Incentives: 2025 Short-Term Incentive Plan (the “2025 STIP”)

    | Name | Min. % | Target % | Max. %(1) | | Vladimir Makatsaria | 0% | 110% | 206.3% | | Alex Shvartsburg | 0% | 65% | 121.9% | | Ahmet Tezel | 0% | 65% | 121.9% | | Natalia Kozmina | 0% | 65% | 121.9% | | Michael Hutchinson | 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%. In terms of maximum bonus opportunity, these percentages represent 187.5% of the target bonus. | | | |

  57. 2025 Short-Term Incentive Plan Payout

    2025 Short-Term Incentive Plan Payout 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 2025, as defined by the 2025 STIP, was as follows:

  58. Financial Objectives

    | LIVN Objective | | | | | | | | Weight (%) | Target ($M) | Achievement ($M) | Achievement (%) | Financial Payout (%) | | Net Sales | 50% | 1,321.9 | 1,365.5 | 103.3% | 123.6% | | Adjusted Operating Income | 50% | 276.4 | 281.7 | 101.9% | 109.5% | | | | | | FPF | 116.6% |

  59. Financial Objectives

    | The following table shows the target bonus amount, BPF payout %, and amount paid to each eligible NEO under the 2025 STIP: | | | | | | Target ($)(1) | Payout % | Payout ($)(1) | | Vladimir Makatsaria | 1,052,007 | 122.4% | 1,287,656 | | Alex Shvartsburg | 382,162 | 122.4% | 467,767 | | Ahmet Tezel | 367,236 | 122.4% | 449,497 | | Natalia Kozmina(1)(2) | 321,786 | 122.4% | 393,867 | | Michael Hutchinson(3) | 352,170 | 122.4% | 431,056 | | (1) For payout amounts, LivaNova used an exchange rate of $1.128 per Euro reflecting the applicable period average published rate from the Company’s OneStream Finance System between January 1, 2025 and December 31, 2025. (2) The 2025 STIP Target and Payout for Ms. Kozmina is calculated on a prorated basis from her start date of January 14, 2025. (3) Mr. Hutchinson separated from the Company after the end of FY2025. Although he forfeited his unvested equity awards, he remained eligible to receive payment of his STI award for completion of FY2025. | | | |

  60. Long-Term Incentives: 2025 Long-Term Incentive Plan

    Long-Term Incentives: 2025 Long-Term Incentive Plan Purpose: Promote LivaNova’s long-term success and enhance the Company’s value by providing employees with an incentive for outstanding performance in alignment with shareholder returns, and provide flexibility as LivaNova seeks to motivate, attract, 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 three anniversaries of the grant date. Upon the recommendation of its compensation consultant, and, in alignment with market practice, the Committee changed the vesting schedule of RSUs in 2025 from a four- to three-year vesting schedule • 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)

  61. Long-Term Incentives: 2025 Long-Term Incentive Plan

    | 46 | |

  62. Long-Term Incentives: 2025 Long-Term Incentive Plan

    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)

  63. 2025 LTIP Design

    2025 LTIP Design On March 24, 2025, the CHCM Committee approved LivaNova’s 2025 LTIP in which all NEOs participated. Pursuant to the 2025 LTIP, the CHCM Committee approved an equity award value for each of the five award vehicles for each participant. In establishing the grant date fair value of equity awards made to the NEOs under the 2025 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.

  64. 2025 LTIP Design

    | The target grant date fair value of equity awards made to the NEOs under the 2025 LTIP were as follows: | | | | | | | | | RSUs ($) | SARs ($) | rTSR PSUs ($) | FCF PSUs ($) | ROIC PSUs ($) | Total Award Value ($) | | Vladimir Makatsaria | 1,375,000 | 1,375,000 | 1,375,000 | 687,500 | 687,500 | 5,500,000 | | Alex Shvartsburg | 425,000 | 425,000 | 425,000 | 212,500 | 212,500 | 1,700,000 | | Ahmet Tezel | 400,000 | 400,000 | 400,000 | 200,000 | 200,000 | 1,600,000 | | Natalia Kozmina | 250,000 | 250,000 | 250,000 | 125,000 | 125,000 | 1,000,000 | | Michael Hutchinson(1) | 350,000 | 350,000 | 350,000 | 175,000 | 175,000 | 1,400,000 | | (1) As a result of his departure, Mr. Hutchinson forfeited all of his awards under the 2025 LTIP and any prior LTIP grant set to vest after January 26, 2026. | | | | | | |

  65. 2025 LTIP Design

    Service-Based Elements:

  66. Restricted Stock Units

    Restricted Stock Units Each NEO received an award of service-based RSUs vesting in substantially equal amounts on each of the first three 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.

  67. Relative Total Shareholder Return Performance Stock Units (“2025 rTSR PSUs”)

    Relative Total Shareholder Return Performance Stock Units (“2025 rTSR PSUs”) Each NEO received an award of PSUs subject to a three-year rTSR market condition and three-year service-based cliff vesting.

  68. Relative Total Shareholder Return Performance Stock Units (“2025 rTSR PSUs”)

    | | 47 |

  69. Relative Total Shareholder Return Performance Stock Units (“2025 rTSR PSUs”)

    The CHCM Committee determined the number of 2025 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 2025 rTSR PSUs are scheduled to vest or lapse on March 30, 2028, based on how LivaNova’s total shareholder return for the three-year period from 2025 through 2027 compares to the total shareholder return for the same period of the S&P Healthcare Equipment Select Constituents index. 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.

  70. Relative Total Shareholder Return Performance Stock Units (“2025 rTSR PSUs”)

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

  71. Relative Total Shareholder Return Performance Stock Units (“2025 rTSR PSUs”)

    Operating Performance-Based Elements:

  72. Adjusted Free Cash Flow PSUs (“2025 FCF PSUs”)

    Adjusted Free Cash Flow PSUs (“2025 FCF PSUs”) Each NEO 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 2025 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 2025 FCF PSUs are scheduled to vest or lapse on March 30, 2028, based on how the Company’s cumulative adjusted FCF for the three-year performance period ended December 31, 2027 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:

  73. Adjusted Free Cash Flow PSUs (“2025 FCF PSUs”)

    | FCF Achievement Relative to FCF Target(1) | Percentage 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. | |

  74. Return on Invested Capital PSUs (“2025 ROIC PSUs”)

    Return on Invested Capital PSUs (“2025 ROIC PSUs”) Each NEO 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.

  75. Return on Invested Capital PSUs (“2025 ROIC PSUs”)

    | 48 | |

  76. Return on Invested Capital PSUs (“2025 ROIC PSUs”)

    The CHCM Committee determined the number of 2025 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 2025 ROIC PSUs are scheduled to vest or lapse on March 30, 2028, based on how the Company’s average ROIC calculated for the three-year performance period ended December 31, 2027 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:

  77. Return on Invested Capital PSUs (“2025 ROIC PSUs”)

    | ROIC Achievement Relative to ROIC Target(1) | Percentage 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. | |

  78. Vesting of rTSR PSUs Granted in 2023

    Vesting of rTSR PSUs Granted in 2023 The rTSR PSUs granted in March 2023 (the “2023 rTSR PSUs”) were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a three-year (2023-2025) rTSR threshold level of at least the 30th percentile of the 2023 rTSR comparator peer group. The Company ranked at the 58th percentile of that group, and accordingly, 113.9% of the 2023 rTSR PSUs vested.

  79. Vesting of FCF PSUs Granted in 2023

    Vesting of FCF PSUs Granted in 2023 The FCF PSUs granted in March 2023 (the “2023 FCF PSUs”) were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a three-year (2023-2025) Adjusted FCF target level of $405 million. The Company achieved 111.0% of this target ($449.6 million), and accordingly, 122.0% of the 2023 FCF PSUs vested. For purposes of the 2023 grant, Adjusted FCF 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, net costs related to financing and cash held as collateral for the first demand bank guarantee million in connection with the SNIA S.p.A. environmental litigation (“SNIA financing”), CARES Act tax stimulus benefits, and gains related to dividends received from investments.

  80. Vesting of ROIC PSUs Granted in 2023

    Vesting of ROIC PSUs Granted in 2023 The ROIC PSUs granted in March 2023 (the “2023 ROIC PSUs”) were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a three-year (2023-2025) ROIC target level of 6.21%. The Company achieved a three-year average ROIC of 6.68%, and accordingly, 118.7% of the 2023 ROIC PSUs vested.

  81. Vesting of ROIC PSUs Granted in 2023

    | | 49 |

  82. Equity Grant Practices

    Equity Grant Practices LivaNova typically grants equity awards, including SARs, to executive officers under the 2025 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 2025, (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.

  83. Peter Wilver

    | Name | Principal Position and Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation(6) | Total | | Vladimir Makatsaria | CEO | | | | | | | | | 2025 | 956,115 | — | 4,303,092 | 1,374,999 | 1,287,656 | 125,355 | 8,047,217 | | 2024 | 772,615 | 200,000 | 5,221,154 | 2,087,474 | 1,072,540 | 356,889 | 9,710,672 | | Alex Shvartsburg | CFO | | | | | | | | | 2025 | 587,765 | — | 1,329,999 | 424,990 | 467,767 | 65,378 | 2,875,899 | | 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 | | Ahmet Tezel | Chief Innovation Officer | | | | | | | | | 2025 | 564,808 | — | 1,251,785 | 399,984 | 449,497 | 53,000 | 2,719,074 | | 2024 | 349,039 | — | 1,503,550 | 624,980 | 285,397 | 10,577 | 2,773,543 | | Natalia Kozmina | CHRO(1) | | | | | | | | | 2025 | 496,634 | 59,232 | 1,282,238 | 249,986 | 393,867 | 139,315 | 2,621,272 | | Michael Hutchinson | Former Chief Legal Officer(3) | | | | | | | | | 2025 | 541,636 | — | 1,095,282 | 349,991 | 431,056 | 53,868 | 2,471,833 | | 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 | | (1) For Ms. Kozmina, the base salary amount represents her prorated salary in 2025, starting January 14, 2025. For purposes of reporting Ms. Kozmina’s compensation, LivaNova used an exchange rate of $1.12822 per Euro reflecting the applicable period average published rate from the Company’s OneStream Finance System between January 1, 2025 and December 31, 2025. (2) As provided in her employment agreement, Ms. Kozmina received a one-time signing bonus amounting to €70,000, paid as follows: 50% on the first payroll date after Ms. Kozmina’s start date; 25% on the first payroll date six months after Ms. Kozmina’s start date; and 25% on the first payroll date after the first anniversary of Ms. Kozmina’s start date, subject to her continued employment through the applicable dates. Should Ms. Kozmina terminate her employment with the Company within two (2) years of the start date, the Company reserves the right to seek repayment of the whole amount of the one-time sign-on bonus. (3) Mr. Hutchinson served as Senior Vice President, Chief Legal Officer and Company Secretary until his departure on January 26, 2026. Amounts under “Stock Awards” and “Option Awards” represent the grant-date fair value of equity awards granted to Mr. Hutchinson under FASB ASC Topic 718 on March 30, 2025. Although Mr. Hutchinson’s 2025 PSUs, RSUs and SARs were forfeited by Mr. Hutchinson upon his departure based upon their terms, they are nonetheless required to be reported in the Summary Compensation Table. (4) 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’s audited financial statements in the Company’s U.S. Annual Report on Form 10-K for the year ended December 31, 2025. 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 2025, 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. | | | | | | | |

  84. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  85. 2025 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 | | | | | | | | | | | | | — | 1,052,007 | 1,972,513 | | | | | | | | | 3/30/2025 | | | | — | 17,569 | 35,138 | | | (2) | 687,475 | | 3/30/2025 | | | | — | 17,569 | 35,138 | | | (3) | 687,475 | | 3/30/2025 | | | | — | 35,139 | 70,278 | | | (4) | 1,553,153 | | 3/30/2025 | | | | | | | 35,139 | | | 1,374,989 | | 3/30/2025 | | | | | | | | 76,927 | 39.13 | 1,374,999 | | Alex Shvartsburg | | | | | | | | | | | | | — | 382,162 | 716,554 | | | | | | | | | 3/30/2025 | | | | — | 5,430 | 10,860 | | | (2) | 212,476 | | 3/30/2025 | | | | — | 5,430 | 10,860 | | | (3) | 212,476 | | 3/30/2025 | | | | — | 10,861 | 21,722 | | | (4) | 480,056 | | 3/30/2025 | | | | | | | 10,861 | | | 424,991 | | 3/30/2025 | | | | | | | | 23,777 | 39.13 | 424,990 | | Ahmet Tezel | | | | | | | | | | | | | — | 367,236 | 688,567 | | | | | | | | | 3/30/2025 | | | | — | 5,111 | 10,222 | | | (2) | 199,993 | | 3/30/2025 | | | | — | 5,111 | 10,222 | | | (3) | 199,993 | | 3/30/2025 | | | | — | 10,222 | 20,444 | | | (4) | 451,812 | | 3/30/2025 | | | | | | | 10,222 | | | 399,987 | | 3/30/2025 | | | | | | | | 22,378 | 39.13 | 399,984 | | Natalia Kozmina | | | | | | | | | | | | | — | 321,786 | 603,349 | | | | | | | | | 3/30/2025 | | | | — | 3,194 | 6,388 | | | (2) | 124,981 | | 3/30/2025 | | | | — | 3,194 | 6,388 | | | (3) | 124,981 | | 3/30/2025 | | | | — | 6,388 | 12,776 | | | (4) | 282,350 | | 3/30/2025 | | | | | | | 6,388 | | | 249,962 | | 3/30/2025 | | | | | | | 12,777 | | (5) | 499,964 | | 3/30/2025 | | | | | | | | 13,986 | 39.13 | 249,986 | | Michael Hutchinson | | | | | | | | | | | | | — | 352,170 | 660,319 | | | | | | | | | 3/30/2025 | | | | — | 4,472 | 8,944 | | | (2) | 174,989 | | 3/30/2025 | | | | — | 4,472 | 8,944 | | | (3) | 174,989 | | 3/30/2025 | | | | — | 8,944 | 17,888 | | | (4) | 395,325 | | 3/30/2025 | | | | | | | 8,944 | | | 349,979 | | 3/30/2025 | | | | | | | | 19,581 | 39.13 | 349,991 |

  86. 2025 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 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, 2025. |

  87. 2025 Grants of Plan-Based Awards Table

    | | 55 |

  88. 2025 Grants of Plan-Based Awards Table

    | (2) Represents award of Adjusted FCF PSUs. (3) Represents award of ROIC PSUs. (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 12,777 RSUs granted as part of Ms. Kozmina’s inducement award. |

  89. 2025 Outstanding Equity Awards at Year End

    2025 Outstanding Equity Awards at Year End

  90. 2025 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 | | | | | | | | | 20,395 | 61,182 | $55.94 | 3/30/2034 | | | | | | — | 76,927 | $39.13 | 3/30/2035 | | | | | | | | | | 27,986(8) | 1,721,979 | | | | | | | | 35,139(10) | 2,162,103 | | | | | | | | (14) | | 11,954 | 735,530 | | | | | | (15) | | 11,954 | 735,530 | | | | | | (16) | | 23,909 | 1,471,121 | | | | | | (20) | | 17,569 | 1,081,021 | | | | | | (21) | | 17,569 | 1,081,021 | | | | | | (22) | | 35,139 | 2,162,103 | | Alex Shvartsburg | | | | | | | | | 5,833 | — | $80.26 | 12/15/2027 | | | | | | 5,076 | — | $88.38 | 3/15/2028 | | | | | | 4,874 | — | $97.25 | 3/30/2029 | | | | | | 7,838 | — | $43.57 | 3/30/2030 | | | | | | 8,437 | — | $73.25 | 3/30/2031 | | | | | | 6,387 | 2,128 | $82.04 | 3/30/2032 | | | | | | 10,045 | 10,044 | $42.71 | 3/30/2033 | | | | | | 3,908 | 11,723 | $55.94 | 3/30/2034 | | | | | | — | 23,777 | $39.13 | 3/30/2035 | | | | | | | | | | 914(5) | 56,238 | | | | | | | | 4,728(7) | 290,914 | | | | | | | | 5,362(8) | 329,924 | | | | | | | | 10,861(10) | 668,277 | | | | | | | | (11) | | 5,612 | 345,306 | | | | | | (12) | | 5,768 | 354,905 | | | | | | (13) | | 10,769 | 662,617 | | | | | | (14) | | 3,575 | 219,970 | | | | | | (15) | | 3,575 | 219,970 | | | | | | (16) | | 7,150 | 439,940 | | | | | | (20) | | 5,430 | 334,108 | | | | | | (21) | | 5,430 | 334,108 | | | | | | (22) | | 10,861 | 668,277 |

  91. 2025 Outstanding Equity Awards at Year End

    | 56 | |

  92. 2025 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 ($) | | Ahmet Tezel | | | | | | | | | 6,347 | 19,036 | $52.68 | 6/15/2034 | | | | | | — | 22,378 | $39.13 | 3/30/2035 | | | | | | | | | | 8,896(9) | 547,371 | | | | | | | | 10,222(10) | 628,960 | | | | | | | | (17) | | 3,559 | 218,985 | | | | | | (18) | | 3,559 | 218,985 | | | | | | (19) | | 7,118 | 437,971 | | | | | | (20) | | 5,111 | 314,480 | | | | | | (21) | | 5,111 | 314,480 | | | | | | (22) | | 10,222 | 628,960 | | Natalia Kozmina | | | | | | | | | — | 13,986 | $39.13 | 3/30/2035 | | | | | | | | | | 12,777(10) | 786,169 | | | | | | | | 6,388(10) | 393,054 | | | | | | | | (20) | | 3,194 | 196,527 | | | | | | (21) | | 3,194 | 196,527 | | | | | | (22) | | 6,388 | 393,054 | | Michael Hutchinson | | | | | | | | | 6,278 | 6,277 | $42.71 | 3/30/2033 | | | | | | 3,175 | 9,525 | $55.94 | 3/30/2034 | | | | | | — | 19,581 | $39.13 | 3/30/2035 | | | | | | | | | | 2,253(6) | 138,627 | | | | | | | | 2,955(7) | 181,821 | | | | | | | | 4,356(8) | 268,025 | | | | | | | | 8,944(10) | 550,324 | | | | | | | | (11) | | 3,507 | 215,786 | | | | | | (12) | | 3,605 | 221,816 | | | | | | (13) | | 6,730 | 414,097 | | | | | | (14) | | 2,904 | 178,683 | | | | | | (15) | | 2,904 | 178,683 | | | | | | (16) | | 5,809 | 357,428 | | | | | | (20) | | 4,472 | 275,162 | | | | | | (21) | | 4,472 | 275,162 | | | | | | (22) | | 8,944 | 550,324 |

  93. 2025 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 Mr. Hutchinson, the expiration date reported is based on the original 10-year term from grant date. That said, all of Mr. Hutchinson’ s SARs are now set to expire three months following his 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 RSUs granted on March 30, 2025 which vest 33% per year on each of the first three anniversaries of the grant date. |

  94. 2025 Outstanding Equity Awards at Year End

    | | 57 |

  95. 2025 Outstanding Equity Awards at Year End

    | (4) Market value of the outstanding RSUs. Amounts calculated using $61.53, the closing price of LivaNova’s Ordinary Shares on December 31, 2025, multiplied by the number of units that have not yet vested. (5) Service-Based RSUs granted on March 30, 2022. (6) Service-Based RSUs granted on December 15, 2022. (7) Service-Based RSUs granted on March 30, 2023. (8) Service-Based RSUs granted on March 30, 2024. (9) Service-Based RSUs granted on June 15, 2024. (10) Service-Based RSUs granted on March 30, 2025. (11) 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. The number in the column represents the results of the target units granted multiplied by the achievement of 118.71% based on the 2023 ROIC PSUs results. (12) FCF PSUs granted at target on March 30, 2023, subject to achievement of a three-year cumulative adjusted FCF Target with three-year cliff vesting. The number in the column represents the results of the target units granted multiplied by the achievement of 122.0% based on the 2023 FCF PSUs results. (13) rTSR PSUs granted at target on March 30, 2023, 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 113.89% based on the 2023 rTSR PSUs results. (14) 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. (15) FCF PSUs granted at target on March 30, 2024, subject to achievement of a three-year cumulative adjusted FCF Target with three-year cliff vesting. (16) rTSR PSUs granted at target on March 30, 2024, subject to a market condition based on rTSR with three-year cliff vesting. (17) 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. (18) FCF PSUs granted at target on June 15, 2024, subject to achievement of a three-year cumulative adjusted FCF Target with three-year cliff vesting. (19) rTSR PSUs granted at target on June 15, 2024, subject to a market condition based on rTSR with three-year cliff vesting. (20) ROIC PSUs granted at target on March 30, 2025, subject to achievement of a three-year cumulative adjusted ROIC Target with three-year cliff vesting. (21) FCF PSUs granted at target on March 30, 2025, subject to achievement of a three-year cumulative adjusted FCF Target with three-year cliff vesting. (22) rTSR PSUs granted at target on March 30, 2025, subject to a market condition based on rTSR with three-year cliff vesting. |

  96. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  97. 2025 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 | — | — | 9,330 | 365,083 | | Alex Shvartsburg | — | — | 11,083 | 433,678 | | Ahmet Tezel | — | — | 2,967 | 135,770 | | Natalia Kozmina | — | — | — | — | | Michael Hutchinson | — | — | 5,184 | 256,788 | | (1) Value determined based on fair market value of shares on date of vesting before withholding for taxes. | | | | |

  98. 2025 Pension Benefits

    2025 Pension Benefits The Company has no defined benefit plan applicable to LivaNova’s NEOs.

  99. 2025 Non-Qualified Deferred Compensation

    2025 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 U.S., 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 $350,000 on both base salary and STIP payout. In addition, for employees

  100. 2025 Non-Qualified Deferred Compensation

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  101. 2025 Non-Qualified Deferred Compensation

    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. Non-qualified deferred employer contributions have a five-year vesting period. Messrs. Makatsaria, Shvartsburg, Tezel, and Hutchinson participated in LivaNova’s 401(k) plan in 2025. Messrs. Shvartsburg, Tezel, and Hutchinson did not enroll in the non-qualified deferred contribution plan for 2025. Mr. Shvartsburg enrolled in the non-qualified deferred contribution plan only for contributions on his 2024 STIP and paid into the plan in 2025. The table below summarizes activity during 2025 and account balances in the Company’s Non-Qualified Deferred Compensation plan for Mr. Makatsaria and Mr. Shvartsburg.

  102. 2025 Non-Qualified Deferred Compensation

    | Name | Aggregate balance as of December 31, 2024 ($) | Executive contribution ($) | Company contribution ($)(1) | Aggregate earning in the year ($) | Aggregate withdrawals in the year ($) | Aggregate balance as December 31, 2025 ($) | | Vladimir Makatsaria | $58,854 | $86,161 | $68,928 | $34,569 | — | $248,512 | | Alex Shvartsburg | — | $387,968 | $16,666 | $76,033 | — | $480,668 | | (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 2026. | | | | | | |

  103. 2025 Non-Qualified Deferred Compensation

    Ms. Kozmina participated in a defined contribution plan in which the employee may defer an unlimited amount of base salary and bonus to the plan. LivaNova’s employer contribution is equal to six percent of an employee’s base salary and bonus, assuming an employee contribution of two percent of the total of their base salary and bonus, and the Company makes contributions mandated under Italian legislation and the applicable collective agreement under the TFR. 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.

  104. 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 2022, 2023, 2024, and 2025 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 SARs, 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 SARs, 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, 2024, and 2025 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 2022

  105. Potential Payments Upon Termination or Change in Control

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  106. Potential Payments Upon Termination or Change in Control

    are 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 (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, certain details of which are articulated below.

  107. 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, 2025. |

  108. 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 | $1,447,500 | $1,930,000 | $1,447,500 | $1,000,000 | — | | STIP | — | $2,104,014 | — | — | — | | LTIP | $5,006,166 | $11,053,475 | $11,053,475 | $11,053,475 | — | | Benefits | $43,722 | $58,296 | $43,722 | — | — | | Total | $6,497,388 | $15,145,785 | $12,544,697 | $12,053,475 | — | | (1) The potential payment in case of termination without cause represents eighteen (18) months of base salary ($1,447,500), continued coverage under the Company’s group health plan for up to eighteen (18) months following the termination ($43,722), 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 purposes of this table, the LTIP amount reflects the sum of (i) the amount resulting from multiplying the 27,986 outstanding RSUs and 47,817 PSUs as of December 31, 2025 by the closing market price on December 31, 2025 ($61.53), and (ii) 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, 2025 ($61.53) and the exercise price for each SAR (61,182 SARs with an exercise price of $55.94). (2) The potential payment in case of separation without cause due to Change in Control represents twenty-four (24) months of base salary ($1,930,000), 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 ($58,296), 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 Inducement Award 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 63,125 outstanding RSUs and 118,094 PSUs as of December 31, 2025 by the closing market price on December 31, 2025 ($61.53), and (ii) 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, 2025 ($61.53) and the exercise price for each SAR (61,182 SARs with an exercise price of $55.94 and 76,927 SARs with an exercise price of $39.13). (3) The potential payment in case of separation due to disability represents eighteen (18) months of base salary ($1,447,500), continued coverage under the Company’s group health plan for up to eighteen (18) months following the termination ($43,722), continued vesting of the 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 63,125 outstanding RSUs and 118,094 PSUs as of December 31, 2025 by the closing market price on December 31, 2025 ($61.53), and (ii) 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, 2025 ($61.53) and the exercise price for each SAR (61,182 SARs with an exercise price of $55.94 and 76,927 SARs with an exercise price of $39.13). (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 63,125 outstanding RSUs and 118,094 PSUs as of December 31, 2025 by the closing market price on December 31, 2025 ($61.53), 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, 2025 ($61.53) and the exercise price for each SAR (61,182 SARs with an exercise price of $55.94 and 76,927 SARs with an exercise price of $39.13). | | | | | |

  109. Potential Payments Upon Termination or Change in Control

    | 60 | |

  110. 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, 2025. |

  111. 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 | $592,387 | $592,387 | $592,387 | $1,000,000 | — | | STIP | — | — | — | — | — | | LTIP | — | $5,512,545 | $5,456,307 | $5,456,307 | — | | Benefits | — | — | — | — | — | | Total | $592,387 | $6,104,932 | $6,048,694 | $6,456,307 | — | | (1) The potential payment in case of termination without cause represents twelve (12) months of base salary ($592,387). (2) The potential payment in case of separation due to change in control was calculated by adding (i) twelve (12) months of base salary ($592,387), (ii) the amount resulting from multiplying the outstanding 20,951 RSUs and 54,933 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price at December 31, 2025 ($61.53), 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, 2025 ($61.53) and the exercise price for each SAR (10,044 SARs with an exercise price of $42.71,11,723 SARs with an exercise price of $55.94, and 23,777 SARs with an exercise price of $39.13). 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) twelve (12) months of base salary ($592,387), (ii) the amount resulting from multiplying the 20,037 outstanding RSUs with a grant date of March 30, 2023 or following 54,933 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price at December 31, 2025 ($61.53), 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, 2025 ($61.53) and the exercise price for each SAR (10,044 SARs with an exercise price of $42.71,11,723 SARs with an exercise price of $55.94, and 23,777 SARs with an exercise price of $39.13). 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 20,037 outstanding RSUs with a grant date of March 30, 2023 or following 54,933 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price at December 31, 2025 ($61.53), 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, 2025 ($61.53) and the exercise price for each SAR (10,044 SARs with an exercise price of $42.71,11,723 SARs with an exercise price of $55.94, and 23,777 SARs with an exercise price of $39.13). This calculation does not include SARs where the exercise price exceeds the market price. | | | | | |

  112. Potential Payments Upon Termination or Change in Control

    | | 61 |

  113. 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, 2025. |

  114. 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 | $569,250 | $569,250 | $569,250 | $1,000,000 | — | | STIP | — | — | — | — | — | | LTIP | | $723,534 | $723,534 | $723,534 | — | | Benefits | — | — | — | — | — | | Total | $569,250 | $1,292,784 | $1,292,784 | $1,723,534 | — | | (1) The potential payment in case of termination without cause represents twelve (12) months of base salary ($569,250). (2) The potential payment in case of separation due to change in control was calculated by adding (i) twelve (12) months of base salary ($569,250) and, (ii) the amount resulting from multiplying the 19,118 outstanding RSUs and 34,680 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price on December 31, 2025 ($61.53) and the exercise price for each SAR (19,036 SARs with an exercise price of $52.68 and 22,378 SARs with an exercise price of $39.13). (3) The potential payment in case of separation due to disability was calculated by adding (i) twelve (12) months of base salary ($569,250) and, (ii) the amount resulting from multiplying the 19,118 outstanding RSUs and 34,680 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price on December 31, 2025 ($61.53) and the exercise price for each SAR (19,036 SARs with an exercise price of $52.68 and 22,378 SARs with an exercise price of $39.13). (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 19,118 outstanding RSUs and 34,680 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price on December 31, 2025 ($61.53) and the exercise price for each SAR (19,036 SARs with an exercise price of 52.68 and 22,378 SARs with an exercise price of $39.13). | | | | | |

  115. Potential Payments Upon Termination or Change in Control

    | 62 | |

  116. Potential Payments Upon Termination or Change in Control

    | Natalia Kozmina | | The following table quantifies the potential payments that would be made to Ms. Kozmina if a termination event had occurred on December 31, 2025. |

  117. 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 | $256,670 | $256,670 | $256,670 | $564,110 | — | | STIP | — | — | — | — | — | | LTIP | | $2,278,616 | $2,278,616 | $2,278,616 | — | | Benefits | | $— | $— | — | — | | Total | $256,670 | $2,535,286 | $2,535,286 | $2,842,726 | — | | (1) The potential payment in case of termination without cause represents six (6) months of Ms. Kozmina’s base salary ($256,670) per the Italian Collective Agreement and Ms. Kozmina’s tenure with the company. (2) The potential payment in case of separation due to change in control was calculated by adding (i) six (6) months of Ms. Kozmina’s base salary ($256,670), (ii) the amount resulting from multiplying the 19,165 outstanding RSUs and 12,776 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price at December 31, 2025 ($61.53), 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, 2025 ($61.53) and the exercise price for each SAR (13,986 SARs with an exercise price of $39.13). (3) The potential payment in case of separation due to disability was calculated by adding (i) six (6) months of Ms. Kozmina’s base salary ($256,670), (ii) the amount resulting from multiplying the 19,165 outstanding RSUs and 12,776 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price at December 31, 2025 ($61.53), 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, 2025 ($61.53) and the exercise price for each SAR (13,986 SARs with an exercise price of $39.13). (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 Italian employees are enrolled, (ii) the amount resulting from multiplying the 19,165 outstanding RSUs and 12,776 PSUs (considered at target) as of December 31, 2025 subject to accelerated vesting by the closing market price at December 31, 2025 ($61.53), 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, 2025 ($61.53) and the exercise price for each SAR (13,986 SARs with an exercise price of $39.13). | | | | | |

  118. 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, 2025: • the median annual total compensation of all employees of the Company (other than Mr. Makatsaria, LivaNova’s CEO) was $79,459; and • the annualized total compensation of Mr. Makatsaria was $8,047,217. • Based on this information, the ratio of the CEO, Mr. Makatsaria, to the median of the annual total compensation of all employees was 101 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, 2025, the Company’s employee population, excluding the CEO, consisted of approximately 3,300 individuals working at the parent company and its consolidated subsidiaries, with approximately 38% of these individuals located in the U.S. and 62% located outside of the U.S. (of the

  119. CEO Pay Ratio

    | | 63 |

  120. CEO Pay Ratio

    total number of employees, 48% were located in Europe, and 14% were located in various countries in Asia and the Americas and Middle East). The Company selected October 1, 2025 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 3,111 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 (62 employees), Chile (3 employees), Colombia (17 employees), Hong Kong (4 employees), India (19 employees), Kazakhstan (1 employee), South Korea (1 employee), Malaysia (4 employees), Russian Federation (11 employees), Saudi Arabia (17 employees), Taiwan (3 employees), Thailand (15 employees), Türkiye (13 employees), and United Arab Emirates (19 employees), totaling 189 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 2025 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.

  121. CEO Pay Ratio

    | 64 | |

  122. CEO Pay Ratio

    | PAY VERSUS PERFORMANCE DISCLOSURE |

  123. CEO Pay Ratio

    In accordance with Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between compensation of the Company’s CEOs and named executive officers (“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.

  124. Pay vs. Performance Table

    Pay vs. Performance Table

  125. 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 | Compensation Actually Paid to Former Interim PEO | Summary Compensation Table Total for Former PEO | Compensation Actually Paid to Former PEO | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(7) | | Adjusted Operating Income (millions)(8) | | | | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | (f) | (g) | (h) | (i) | (j) | | (k) | | 2025 | $8,047,217 | $15,149,268 | N/A | N/A | N/A | | N/A | $2,672,019 | $4,762,800 | $92.93 | $126.87 | -$ | 242.5 | $286.1 | | 2024 | $9,710,672 | $8,156,702 | $827,104 | $830,868 | N/A | | N/A | $2,544,386 | $1,937,356 | $69.94 | $117.15 | | 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 | $78.15 | $105.60 | | 17.6 | $169.3 | | 2022 | N/A | N/A | N/A | N/A | $8,565,545 | -$ | 2,575,035 | $2,076,241 | $178,933 | $83.88 | $96.84 | -$ | 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 | $132.05 | $119.35 | -$ | 135.8 | $154.8 | | (1) Amounts reflect the total compensation reported for Mr. Makatsaria in the “Total” column in the “Summary Compensation Table” for 2025. (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. | | | | | | | | | | | | | | |

  126. 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 | | 2025 | $8,047,217 | $(5,678,091) | — | $12,780,142 | $15,149,268 | | (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: | | | | | |

  127. Pay vs. Performance Table

    | | 65 |

  128. 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 as of Vesting Date of Equity Awards Granted and 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 | | 2025 | $10,542,801 | $2,403,086 | — | $(165,745) | — | — | $12,780,142 |

  129. 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 the Company’s NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during 2025. 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 2025 are as follows: (i) remaining option contractual life between 6 years – 9.25 years, volatility between 40% – 44%, dividend yield of 0%, and risk-free rate between 3.8% – 4.3%. 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, with an estimated payout factor between 0 and 200% of the target shares. | | (3) 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 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 2025, Messrs. Shvartsburg, Hutchinson, and Tezel, and Ms. Kozmina; (ii) for 2024, Messrs. Shvartsburg, Hutchinson, Poletti, and Tezel and Ms. Hebbelinck, (iii) for 2023, Messrs. Shvartsburg, Dolci, and Hutchinson, and Ms. Hebbelinck; (iv) for 2022, Messrs. Shvartsburg and Dolci and Mses. Skeffington and Hebbelinck; and (v) for 2021, Messrs. Shvartsburg and Dolci and Mses. Skeffington and Hebbelinck. (4) 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. |

  130. 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 | | 2025 | $2,672,019 | $(1,596,064) | $3,686,845 | $4,762,800 | | (a) The equity award adjustments reflected in this column were calculated as follows: | | | | |

  131. Pay vs. Performance Table

    | 66 | |

  132. 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 | | 2025 | $2,927,965 | $800,734 | — | $(41,854) | $— | — | $3,686,845 |

  133. Pay vs. Performance Table

    | (5) The amounts in this column assume the investment of $100 on December 31, 2020 in LivaNova’s common shares traded on the Nasdaq and the reinvestment of all dividends since that date. (6) The amounts in this column assume the investment of $100 on December 31, 2020 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. (7) Amounts reflect the Company’s net income as reported in its audited financial statements for the applicable year. (8) 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. |

  134. Pay vs. Performance Table

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  135. 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, the Company is providing the following charts to describe the relationships between information presented in the Pay vs. Performance table.

  136. 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 the Company’s CEO and the average Compensation Actually Paid to non-CEO NEOs relative to the Company’s TSR as well as the TSR of the Company’s performance graph peer group. As the chart demonstrates, historically, Compensation Actually Paid has been directionally aligned with the movement of the Company’s 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.

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

    | 68 | |

  138. 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 the Company’s CEO and the average Compensation Actually Paid to non-CEO NEOs. Net income does not play a direct role in determining compensation for the Company’s short- and long-term incentive plans. To the extent that net income drives stock price performance and returns value to the Company’s shareholders, the Company would expect net income to impact compensation through the equity instruments included in the long-term incentive plan.

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

    | | 69 |

  140. 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 the Company CEO and the average Compensation Actually Paid to non-CEO NEOs. Adjusted operating income is one of the two financial metrics of LivaNova’s 2025 short-term incentive plan and is one of the factors that the CHCM Committee considers when reviewing the compensation of the Company’s NEOs annually. 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 the Company’s 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.

  141. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors

  142. 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 resolution, on the election of the following eleven director nominees, each for a one-year term: • J. Christopher Barry • Francesco Bianchi • Stacy Enxing Seng • William Kozy • Vladimir Makatsaria • Jette Nygaard-Andersen • Susan Podlogar • Todd Schermerhorn • Brooke Story • Peter Wilver • Donald Zurbay 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. |

  143. Proposal No. 1 — Election of Directors

    | | 71 |