Sector: Health Care
LIVANOVA PLC · Meeting: June 10, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Barry joined the board in 2023, has relevant medical device executive experience, serves on audit and nominating committees, and the TSR performance trigger does not apply — LIVN's 3-year return of +23.5% outperforms the peer median by +47.4 percentage points, well below the 65-point threshold required to trigger a vote against.
Bianchi has served since 2015 with extensive M&A and financial advisory experience; no overboarding, attendance, or independence concerns are identified, and LIVN's strong TSR relative to peers does not trigger the underperformance rule.
Enxing Seng has served since 2019 with deep medical device operating experience and chairs the compensation committee; no disqualifying flags are present and TSR relative to peers is solidly positive.
Kozy has served as independent chair since 2018, stepped in as interim CEO in 2023-2024 demonstrating commitment, and brings 40-plus years of medical device executive experience; no overboarding or attendance concerns identified.
Makatsaria is the CEO and executive director since 2024; as an executive director he is subject to the same TSR trigger, but LIVN's 3-year return outperforms peer median by +47.4 percentage points against a 65-point threshold, so no trigger fires, and his tenure is under 24 months making him effectively exempt from the TSR screen.
Nygaard-Andersen is a new nominee with no prior board tenure at LIVN; she brings MedTech governance expertise as chair of Coloplast and former CEO experience, and new nominees are exempt from the TSR trigger.
Podlogar joined in 2024 and is within the 24-month new-director exemption from the TSR trigger; she brings strong human capital management expertise from her role as Chief Human Resources Officer at MetLife and prior experience at Johnson & Johnson.
Schermerhorn has served since 2020 as audit committee chair with clear financial expertise as a former CFO of a medical technology company; no disqualifying flags are identified and LIVN's TSR does not trigger an against vote.
Story has served since 2022 with relevant medical device senior executive experience; she joined less than three years ago with tenure covering only part of the measurement period, no TSR trigger fires given LIVN's outperformance versus peers, and no other disqualifying factors are present.
Wilver has served since 2022 with strong financial expertise as a former CFO of Thermo Fisher Scientific, is a certified public accountant and audit committee financial expert, and no disqualifying flags are present.
Zurbay joined in September 2025 and is well within the 24-month new-director exemption from the TSR trigger; he brings 30-plus years of healthcare finance and executive experience including roles as CEO and CFO in the medical device sector.
All eleven director nominees receive a FOR vote. LIVN's 3-year total return of +23.5% outperforms the compensation peer group median by +47.4 percentage points, which is below the 65-point threshold required to trigger votes against directors under the strong-positive-TSR band. No director has overboarding issues, attendance problems, independence concerns, or familial relationships to management. Several newer directors are within the 24-month new-director exemption from the TSR screen.
CEO
Vladimir Makatsaria
Total Comp
$8,047,217
Prior Support
97%%
The CEO's total compensation of approximately $8.05 million is reasonable for a medical device company of LivaNova's size and complexity, with a pay mix heavily weighted toward variable pay — base salary of $965,000 represents only about 12% of total compensation, well below the 40% fixed-pay ceiling. The compensation structure uses meaningful long-term performance metrics including relative total shareholder return, free cash flow, and return on invested capital measured over three-year periods, which are exactly the kinds of long-term conditions the policy favors. The prior year say-on-pay vote received 97% support, the company has a robust clawback policy, and LIVN's stock has outperformed the IHI — iShares US Medical Devices ETF by +72.7 percentage points over one year and +33.5 percentage points over three years, confirming that above-target incentive payouts are aligned with strong shareholder outcomes.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$5,306,000
Non-Audit Fees
$986,000
Non-audit fees (combining audit-related fees of $521,000, tax fees of $403,000, and all other fees of $62,000) total $986,000 against core audit fees of $5,306,000, producing a non-audit ratio of approximately 18.6%, well below the 50% threshold that would trigger a vote against. PwC is a Big 4 firm appropriate for a $3.2 billion market cap company. Auditor tenure is not explicitly disclosed in the proxy, so no tenure trigger can be confirmed and policy requires a FOR vote in the absence of confirmed tenure data.
LivaNova's 2026 annual meeting presents a clean ballot with no material governance concerns. All eleven director nominees receive FOR votes as the company's 3-year total return of +23.5% meaningfully outperforms the compensation peer group median by +47.4 percentage points — well short of the 65-point threshold needed to trigger against votes — and no individual director flags are identified. The say-on-pay program is well-structured with a performance-heavy pay mix, meaningful long-term metrics, and a 97% prior-year approval rate, while the auditor fee structure is clean with a non-audit ratio of only 18.6%.
16 companies disclosed in 2026 proxy filing
