LivaNova PLC (NASDAQ:LIVN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LivaNova PLC (NASDAQ:LIVN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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The LivaNova 2018 Long-Term Incentive Plan

On March 15, 2018, the Compensation Committee (the "Committee") of the Board of Directors of LivaNova Plc (the "Company") approved our 2018 annual long-term incentive program (the "2018 LTIP"), to which the Company will grant equity awards to certain employees to the Company's 2015 Incentive Award Plan. Our chief executive officer, Damien McDonald, and chief financial officer, Thad Huston, as well as one of our other named executive officers, David Wise, are eligible to participate in the 2018 LTIP. The 2018 LTIP is described in Exhibit 10.1, which is attached hereto and incorporated herein by reference. Complete copies of the forms of award agreements in respect of each of the following (each as described in Exhibit 10.1) are filed herewith as Exhibits 10.2, 10.3, 10.4, and 10.5, respectively, and incorporated herein by reference:

Service-based restricted stock units

Stock appreciation rights

Performance stock units subject to a relative total shareholder return market condition

Performance stock units subject to achievement of a three-year cumulative adjusted free cash flow target

2018 Base Salary and Short Term Incentive Awards

On March 15, 2018, the Committee approved adjustments to the base salaries and short-term incentive percentages under the Company's 2018 annual short-term incentive plan (the "2018 STIP"), as disclosed in the Company's Current Report on Form 8-K filed February 12, 2018. The adjusted base salaries and short-term incentive percentages of Messrs. McDonald, Huston, and Wise, described in the table below, will be effective April 1, 2018. In benchmarking data provided by the Committee's independent consultant, Pearl Meyer & Partners, LLC, Mr. McDonald's target total cash ranked at the 64th percentile in the UK data and 65th percentile in the US data. Mr. Huston's target total cash ranked at the 55th percentile in the UK data and above the 75th percentile in the US data. Mr. Wise's target total cash ranked at the 56th percentile in the US data. Pearl Meyer & Partners, LLC did not provide UK benchmarks for Mr. Wise.

Local Currency

2018 Base Salary

(Local Currency)

Change from 2017

2018 STI

Change from 2017

Mr. McDonald

GBP

731,500

11%

50%

0%

Mr. Huston

GBP

386,250

3%

90%

0%

Mr. Wise

USD

465,000

3%

70%

0%

2017 Short-Term Incentive Awards

On March 15, 2018, the Committee approved the payment of amounts for Messrs. McDonald, Huston, and Wise, under the Company's 2017 annual short-term incentive plan (the "2017 STIP"), as set forth in the table below.

Local Currency

2017 Annual Bonus (As Approved)

(Local Currency)

Mr. McDonald

GBP

658,132

Mr. Huston

GBP

209,244

Mr. Wise

USD

304,996

Additional details regarding the terms of the 2017 STIP were disclosed in the Company's Current Report on Form 8-K filed February 28, 2017. In calculating the payout levels under the 2017 STIP, the Committee excluded the financial performance of the Cardiac Rhythm Management Franchise ("CRM") due to the anomalous performance of CRM as compared to the Company's overall performance in 2017, and in light of the extent of management's efforts and the Company's overall performance in 2017, made an incremental payment of £3,948 to Mr. McDonald to match the percentage of base salary paid to the other named executive officers resulting in individual increases in payout under the 2017 STIP of between 4.9% and 7.2%.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit

Description

10.1

Description of 2018 Long Term Incentive Plan

10.2

Form of 2018 Long Term Incentive Plan RSU Award Agreement

10.3

Form of 2018 Long Term Incentive Plan SAR Award Agreement

10.4

Form of 2018 Long Term Incentive Plan PSU Award Agreement (rTSR condition)

10.5

Form of 2018 Long Term Incentive Plan PSU Award Agreement (FCF condition)


LivaNova PLC Exhibit
EX-10.1 2 exhibit101_descriptionof20.htm DESCRIPTION OF 2018 LONG-TERM INCENTIVE PLAN Exhibit Exhibit 10.12018 LivaNova Long-Term Incentive ProgramOn March 15 2018,…
To view the full exhibit click here

About LivaNova PLC (NASDAQ:LIVN)

LivaNova PLC is a medical technology company. The Company operates through three segments: Cardiac Surgery, Cardiac Rhythm Management (CRM) and Neuromodulation. The Cardiac Surgery business unit is engaged in the development, production and sale of cardiovascular surgery products, including oxygenators, heart-lung machines, perfusion tubing systems and systems for autotransfusion and autologous blood washing. The CRM business unit develops, manufactures and markets products for the diagnosis, treatment and management of heart rhythm disorders and heart failure. CRM offers products, including leads and delivery systems, and information systems. The Neuromodulation business unit designs, develops and markets neuromodulation-based medical devices for the treatment of epilepsy and depression. Through the Neuromodulation business unit, the Company markets its implantable VNS Therapy systems that deliver vagus nerve stimulation therapy for the treatment of epilepsy and depression.

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