UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

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Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

LivaNova PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check ~~all boxes that apply)~~the appropriate box):

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No fee required.

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Fee paid previously with preliminary ~~materials.~~materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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~~livanova health innovation that matters 2022 proxy statement~~

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NOTICE OF ~~2022~~2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the ~~2022~~2023 Annual General Meeting (the “AGM”) of Shareholders of LivaNova PLC, a public limited company having its registered office at 20 Eastbourne Terrace, London W2 6LG, United Kingdom and incorporated in England and Wales with company number 09451374 (“LivaNova” or the “Company”), will be held as follows:

Date and Time:	Monday, June ~~13, 2022~~ 12, 2023 3:00 pm British Summer Time/10:00 am Eastern Time
Virtual Meeting Site:	www.meetnow.global/~~M4X7X6Q~~	M2UHNSW
Shareholders Eligible to Attend:	Shareholders of record at the close of The Nasdaq Stock Market LLC exchange on April ~~22, 2022~~21, 2023 (the “Record Date”) may attend the meeting. If you plan to attend the meeting, please follow the registration instructions as outlined in this proxy statement. The meeting is a virtual meeting; no physical meeting will be held. A member who is entitled to attend and vote is entitled to appoint another person as a proxy to exercise all or any of his/her rights to attend, speak and vote at the meeting on his/her behalf in respect of the ordinary shares with nominal value £1 per share (each, an “Ordinary Share”) held by him/her. For information on attending and voting at the meeting and appointing a proxy, see our Frequently Asked Questions about the AGM.
Number of Votes Outstanding:	The Company only has one class of voting share, being the Ordinary Shares. At April ~~22, 2022,~~21, 2023, there were ~~53,440,063~~53,854,241 Ordinary Shares in issue and entitled to vote, each carrying one vote.

I~~tems of Business and Board Voting Recommendations~~

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ITEMS OF BUSINESS AND BOARD VOTING RECOMMENDATIONS

No.

Proposed Resolution

Board Voting

Recommendations

Ordinary Resolution: To elect, by separate resolutions, each of the following nine (9) directors for a term expiring at the AGM to be held in ~~2023:~~2024:

Francesco Bianchi

Stacy Enxing Seng

William Kozy

~~Damien McDonald~~

Daniel Moore

f.
e.

Dr. Sharon O’Kane

g.
f.

Andrea Saia

h.
g.

Todd Schermerhorn

Brooke Story

Peter Wilver

For (in respect of each nominee)

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~~No.~~

~~Proposed Resolution~~

~~Board Voting~~
~~Recommendations~~

Ordinary Resolution: To approve, on an advisory basis, the Company’s compensation of its named executive officers (“US Say-on-Pay”).

For

Ordinary Resolution: To ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC-US”), as the Company’s independent registered public accounting ~~firm.~~

firm for 2023.

For

Ordinary Resolution: To approve the Amended and Restated LivaNova PLC 2022 Incentive Award ~~Plan and the French sub-plan thereof.~~

Plan.

For

Ordinary Resolution: To generally and unconditionally authorize the directors, for the purposes of section 551 of the Companies Act 2006 (the “Companies Act”) to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of ~~£17,635,220,~~£10,770,848,

provided that:

(A)

(unless previously revoked, varied or renewed by the Company) this authority will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for, or convert securities into, shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for, or convert securities into, shares pursuant to such offers or agreements as if this authority had not expired, and

(B)

this authority replaces all subsisting authorities previously granted to the directors for the purposes of section 551 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.

For

~~For~~

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No.

Proposed Resolution

Board Voting
Recommendations

Special Resolution: Subject to the passing of resolution 5 and in accordance with sections 570 and 573 of the Companies Act, to empower the directors generally to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authority conferred by resolution 5, and/or to sell ~~ordinary shares~~Ordinary Shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act (existing shareholders’ pre-emption rights) did not apply to any such allotment or sale, provided that this power is limited to the allotment of equity securities or sale of treasury shares for ~~cash:~~

~~(a)~~

cash up to an aggregate nominal amount of ~~£2,672,003 for any purpose; and~~£10,770,848,

~~(b)~~

~~(in addition to the amount set out under (a) above), up to an aggregate nominal amount of £2,672,003 to be used only for the purposes of financing an acquisition or other capital investments,~~

~~For~~

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~~No.~~

~~Proposed Resolution~~

~~Board Voting~~
~~Recommendations~~

provided that:

(A)

(unless previously revoked, varied or renewed by the Company) this power will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted and/or treasury shares to be sold after its expiry and the directors may allot equity securities and/or sell treasury shares pursuant to such offers or agreement as if this power had not expired; and

(B)

this power replaces (except for any power conferred by resolution 5) all subsisting powers previously granted to the directors for the purposes of section 570 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under such powers.

For

Ordinary Resolution: To approve, on an advisory basis, the United Kingdom (“UK”) directors’ remuneration report in the form set out in the Company’s UK annual report (the “UK Annual Report”) for the period ended December 31, ~~2021.~~

2022.

For

Ordinary Resolution: To ~~approve~~receive and adopt the ~~directors’ remuneration policy contained in~~Company’s audited UK statutory accounts for the ~~directors’ remuneration report as set forth in~~year ended December 31, 2022, together with the ~~UK Annual Report.~~

reports of the directors and auditors thereon.

For

Ordinary Resolution~~: To receive and adopt the Company’s audited UK statutory accounts for the year ended December 31, 2021, together with the reports of the directors and auditors thereon.~~

~~For~~

~~Ordinary Resolution~~: To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England (“PwC-UK”), as the Company’s UK statutory ~~auditor.~~

auditor for 2023.

For

1110

Ordinary Resolution: To authorize the directors and/or the Audit and Compliance Committee to determine the remuneration of the Company’s UK statutory auditor.

For

Section 527 Notice — Website Materials

Under section 527 of the Companies Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act. The Company may not require the shareholders

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requesting any such website publication to pay its expenses in complying with section 527 or section 528 of the Companies Act. Where the Company is required to place a statement on a website under section 527 of the Companies Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act to publish on a website.

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This notice and proxy statement is being mailed or made available to shareholders on April ~~29, 2022.~~28, 2023.

By order of the Board of Directors,

[MISSING IMAGE: sg_michaelhutchinson-bw.jpg]

~~Keyna P. Skeffington~~
Michael Hutchinson
Senior Vice President,
~~General Counsel~~
Chief Legal Officer and Company Secretary

London, United Kingdom

April ~~29, 2022~~28, 2023

Important Notice Regarding the Availability of Proxy Materials for the AGM to be held on June ~~13, 2022.~~12, 2023. The Notice of Meeting, Proxy Statement, Annual Report on Form 10-K and UK Annual Report are available free of charge at ~~www.livanova.com.~~www.livanova.com. All website addresses given in this document and proxy statement are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document or the proxy statement.

~~Please vote. Your vote is important to us.~~PLEASE VOTE. YOUR VOTE IS IMPORTANT TO US.

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Attending the AGM

The AGM will ~~again~~ be a virtual meeting conducted exclusively by webcast.

You may attend the AGM if you were a shareholder of the Company as of the close of business on April ~~22, 2022~~21, 2023 or if you hold a valid proxy for the AGM. To attend, vote and submit questions during the AGM, please go to www.meetnow.global/~~M4X7X6Q.~~M2UHNSW. You will also need the control number included with your proxy materials.

Voting

Please note that you will need the control number included with your proxy materials to vote in advance of or at the AGM.

In advance of the AGM, please vote in one of the following ways:

				Internet www.envisionreports.com/LIVN and use the 15 Digit Control Number in the shaded area of your proxy Card or Notice Card or as directed by your broker, as the case may be
				Telephone Call the number on your proxy card
				By mail Sign, date and return your proxy card in the enclosed envelope

At the meeting, please vote by:

Attending virtually at www.meetnow.global/~~M4X7X6Q~~M2UHNSW. and using your control number to record your ~~vote~~vote.

Additional information regarding attending the AGM and voting is included in this proxy statement starting on page ~~71.~~82.

Resolutions and Voting

Voting on a Poll

In accordance with our Articles of Association, all voting at the Company’s AGM is done on a poll.

Ordinary and Special Resolutions

The Companies Act specifies a number of matters that must be effected by special resolution of a company’s shareholders. A resolution passed on a poll taken at a meeting is passed as a special resolution if it is passed by the affirmative vote of a majority of 75% (or more) of the total votes cast by members who, being entitled to vote, do so virtually at the meeting, by proxy or in advance of the meeting. At the ~~2022~~2023 AGM, there is one special resolution to be voted upon (Proposal 6).

All other resolutions at the ~~2022~~2023 AGM are ordinary resolutions. These resolutions will pass on a poll at the AGM if they are passed by the affirmative vote of a simple majority of the total votes cast by members who, being entitled to vote, do so virtually at the meeting or by proxy or in advance of the meeting.

Abstentions

Under English law, an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes ~~‘for’~~“for” or ~~‘against’~~“against” the resolution.

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Broker Non-Votes

If you are a beneficial owner and hold shares through an account with a bank or broker, your shares may be voted by the bank or broker if you do not provide voting instructions. Brokerage firms have the authority

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under the New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on routine matters. When a matter is not routine and the brokerage firm has not received voting instructions from the beneficial owner, the brokerage firm cannot vote the shares on that matter. This is called a broker non-vote. For example, the ratification of the selection of independent auditors is considered a routine matter, and the brokerage firm can vote for or against this resolution at its discretion, but the election of directors is not considered routine for these purposes. Following a narrowing of interpretation of the definition of a ‘routine matter,’ the onlyThe resolutions that are ~~now~~ considered routine are the ratification of the selection of the independent ~~auditors~~registered public accounting firm for both the US ~~purposes,~~and the ~~re-appointment of independent auditors for~~ UK, ~~purposes~~the authorization to grant authority to allot shares, the authorization to grant power to disapply pre-emption rights and the authorization of the remuneration of the UK auditor. All of the other resolutions proposed at the ~~2022~~2023 AGM are non-routine matters and broker non-votes will not be counted as “for” or “against” such non-routine matters.

Possible Selections on the Ballot

You can vote ~~‘for’~~“for” or ~~‘against’~~“against” a resolution. Each of these votes will have legal effect under English law in that they count as votes cast. An abstention, indicated by electing ~~‘abstain’~~“abstain” is not a vote under English law as indicated above.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the United States (“US”) federal securities laws. Forward-looking statements may be identified by words like “may,” “could,” “seek,” “guidance,” “predict,” “potential,” “likely,” “believe,” “will,” “should,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “foresee” or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this proxy statement include, but are not limited to, statements regarding individual and Company performance objectives and targets.

These and other forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement can be found in our periodic reports on file with the ~~SEC.~~US Securities and Exchange Commission (“SEC”). The forward-looking statements speak only as of the date of this proxy statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements, unless required by applicable securities laws. This cautionary statement is applicable to all forward-looking statements contained in this document.

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~~Proxy Summary~~PROXY SUMMARY

This summary highlights information described in greater detail later in this proxy statement. Please read the proxy statement in its entirety and do not rely on this summary to give you the information you need to make an informed decision on the proposals presented for your consideration.

~~Our~~Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of our shareholders and strengthens our Board and management accountability. Many of our enhanced corporate governance practices reflect feedback from our shareholders and other stakeholders. Highlights of our corporate governance practices include the following:

☑

Annual Board and Committee Self-Evaluations. The Board and each of its committees conducts a self-evaluation of its performance on an annual basis.

☑

Regular Review of Key Governance Documents. Review of committee charters and Corporate Governance Guidelines at least annually or on a more frequent basis, as needed.

☑

Regular Executive Sessions. All regularly scheduled Board and committee meetings provide an opportunity for the directors to meet without management present.

☑

Robust Code of Ethics and Business Conduct. Provides the foundation for how directors and employees represent the Company.

☑

Annual Election of Directors. All directors stand for election on an annual basis.

☑

Majority Voting in Uncontested Director Elections. All director nominees must receive an affirmative vote of the majority of votes cast in an uncontested election.

☑

Independent Lead Director. We believe that our Lead Director provides strong independent oversight of management and enhances our Board leadership structure.

☑

Financial Literacy for Audit Committee. Three Audit Committee members that are director nominees are “audit committee financial experts” under the rules of the SEC.

Board Composition and Diversity

The members of our Board of Directors

~~As set forth~~ represent a broad range of expertise, experience, viewpoints and backgrounds, as well as a mix of tenure and service on the Board, as reflected in the ~~charter of~~following Board composition snapshot for the ~~Nominating~~nine Board members nominated for re-election at our 2023 AGM.

Our Board and ~~Corporate Governance Committee,~~ the ~~Board and~~ Company are focused on ensuring a diverse ~~Board. In addition to having~~Board and highlight diversity ~~highlighted generally~~ as a key criteria for consideration in the selection of new ~~directors,~~directors. In addition to this focus, pursuant to its charter, the Nominating and Corporate Governance Committee ~~made an additional update in 2021, adding language to the charter that requires that every slate of directors to be considered~~ must include at least one woman and at least one member of an underrepresented ~~minority.~~

minority in every pool of potential nominees. The below graphs and board diversity matrix reflect our diversity for the nine Board ~~Diversity Matrix (as~~members nominated for re-election at our 2023 AGM, as of April ~~29, 2022)(1)~~28, 2023.

~~Total Number of Directors: 10~~

Female Male Non-Binary
Did Not
Disclose
Gender

Part I: Gender Identity
Directors 3 7 0 0
Part II: Demographic Background
African American or Black 0 0 0
Alaskan Native or Native American 0 0 0
Asian 0 0 0
Native Hawaiian or Pacific Islander 0 0 0
White 3 6 0
Latinx 0 1 0
Two or More Races or Ethnicities 0 0 0
LGBTQ+ 0 0 0
Did Not Disclose 0 0 0

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	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		4		5		0		0
Part II: Demographic Background
African American or Black		1*		0		0
White		3		4		0
Hispanic or Latinx		0		1**		0

~~(1)~~
*

~~Two directors, Alfred Novak and Dr. Arthur Rosenthal, both of whom identify as white males, are included in the matrix and are not nominees for re-election at the 2022 AGM.~~Brooke Story

Francesco Bianchi

The following individuals are nominated for election at the ~~2022~~2023 AGM.

Name

Occupation

Independent

Age

Director
Since

Audit
Committee

Compensation
Committee

Nominating
Committee

Occupation

Independent

Age

Director
Since

Audit
Committee

Compensation
Committee

Nominating
and
Corporate
Governance
Committee

William Kozy
(Chair)

Former EVP and COO, Becton, Dickinson and Company

Yes

2018

William Kozy
(Interim CEO and Chair of the Board)

Interim CEO, LivaNova

Former EVP and COO, Becton, Dickinson and Company

2018

Francesco Bianchi

Chair, Seven Capital Partners S.r.l.

Yes

2015

Chair, Seven Capital Partners S.r.l.

Yes

2015

Stacy Enxing Seng

Operating Partner,
Lightstone
Ventures

Yes

2019

Chair

Operating Partner,
Lightstone
Ventures

Yes

2019

Chair

Damien McDonald

CEO, LivaNova

2017

Daniel Moore

Private investor

Yes

2015

Private Investor

Yes

2015

1
2

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Name

Occupation

Independent

Age

Director
Since

Audit
Committee

Compensation
Committee

Nominating
Committee

Occupation

Independent

Age

Director
Since

Audit
Committee

Compensation
Committee

Nominating
and
Corporate
Governance
Committee

Dr. Sharon O’Kane

Non-executive
director of the
Health Products
Regulatory
Authority Board in
Ireland;
Entrepreneur in
Residence,
University College
Dublin

Yes

2015

Chair

Dr. Sharon O’Kane
(Lead Director)

Non-executive
director of the
Health Products
Regulatory
Authority Board in
Ireland;
Entrepreneur in
Residence,
University College
Dublin

Yes

2015

Chair

Andrea Saia

Former Global
Head of Vision
Care, Alcon
Division, Novartis
AG

Yes

2016

Former Global
Head of Vision
Care, Alcon
Division, Novartis
AG

Yes

2016

Todd Schermerhorn

Former SVP and
Chief Financial
Officer, C.R. Bard,
Inc.

Yes

2020

Chair

Former SVP and
Chief Financial
Officer, C.R. Bard,
Inc.

Yes

2020

Chair

Brooke Story

Worldwide President of Integrated Diagnostic Solutions, Becton, Dickinson and Company

Yes

2022

Peter Wilver

Former EVP and Chief Administrative Officer, Thermo Fisher Scientific Inc.

Yes

2022

Former EVP and Chief Administrative Officer, Thermo Fisher Scientific Inc.

Yes

2022

~~Alfred Novak and Dr. Arthur Rosenthal, current directors, are not nominees for re-election at the 2022 AGM.~~

Approach to Executive Compensation

Our market-competitive executive compensation program acts as an incentive for our named executive officers (“NEOs”) to perform at their highest level, take appropriate risks and drive shareholder return in the short and long term. Our executive compensation program aims to ensure that we recruit and retain key executive officers responsible for our success and align the interests of our executive officers, including our NEOs, with shareholders.

The Compensation Committee routinely assesses the Company’s executive compensation practices to determine whether any enhancements are advisable. On February 15, 2023, for example, the Compensation Committee of the Board approved accelerated vesting upon certain terminations of employment in connection with an acquisition of the Company, i.e., a double trigger vesting. Awards granted after February 15, 2023 will 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.

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To achieve ~~these ends,~~the objectives of our executive compensation program as described above, the Compensation Committee structures the executive compensation program to:

•

☑

Target NEO pay around the market median to attract, motivate and retain talented executive officers with the skills and experience to ensure our long-term success;

•
☑

Use multiple pay and award vehicles that work together to reward performance and retain talent, while maintaining alignment with shareholder interests;

•
☑

Reward individual performance with base salary and a cash-based short-term bonus ensuring a meaningful link to our operational performance and shareholder interests;

•
☑

Pay a substantial portion of each NEO’s compensation as variable pay contingent upon the achievement of our business objectives;

•
☑

Balance the components of compensation so that short-term (annual) and long-term performance objectives are recognized because our success depends on our executive officers

being focused on critical strategic and tactical objectives, both short-term and long-term;

•
☑

Require NEOs to have a meaningful ownership interest in the Company with stock ownership requirements;

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•
☑

Vest equity awards over time to promote retention;

•
☑

Provide for a double trigger vesting for equity awards granted after February 15, 2023, as noted above;

☑

Reference the LivaNova Compensation Recoupment Policy, which provides for the clawback of awards in specified situations, in our award agreements; and

•
☑

Work with an independent compensation consultant to ensure our program is meeting its goals.

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~~Corporate Governance~~CORPORATE GOVERNANCE

Overview

We are committed to effective corporate governance and high ethical standards. The following highlights our governance practices and are covered in greater detail in the following pages.

Board Independence	• ~~Nine~~Eight of our ~~ten~~nine current directors are independent • Our Interim CEO and Chair of the Board is our only management director	• We hold regular executive sessions of independent directors
Board Composition	• ~~Three~~Four of our current directors are female and ~~seven~~five are male	• Recent Board refreshment with the addition of two new independent directors in 2022
Board Committees	• We have three committees: • ◦ Audit and Compliance • ◦ Compensation • ◦ Nominating and Corporate Governance • All of the members of our committees are independent • We conduct annual Board and ~~our Chair is not a member~~committee evaluations and conduct an annual review of ~~any of the committees~~committee charters
Leadership Structure	• Our Chair ~~and~~is our current Interim CEO ~~are separate roles~~ • Our ~~Chair,~~Lead Director, who is independent, presides over all executive sessions of the Board and engages frequently with members of our Board and management
Risk Oversight	• Our Board is responsible for risk oversight and has designated committees to have particular oversight of certain key risks including cybersecurity, compensation, succession and ~~human capital management~~environmental, social and governance (“ESG”) matters
Director Stock Ownership	• Directors are required to hold meaningful equity ownership positions in the Company • A ~~significant~~meaningful portion of director compensation is ~~made~~ in the form of Company equity • ~~Directors~~In addition to our officers, directors are prohibited from hedging or using Company stock as collateral
Accountability to Shareholders	• We use majority voting in director elections • All of our directors are elected each year • We do not have a shareholder rights (“poison pill”) plan • Since the past proxy season, we have engaged with the majority of our top 2030 shareholders, who represented nearly ~~70%~~80% of our register as of December 31, ~~2021~~2022 • ~~Any shareholder may contact our Board or management~~We conduct an annual advisory say-on-pay vote • We retain the ability to clawback awards in specified situations through our ~~website or by mail~~Compensation Recoupment Policy

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Role of the Board of Directors

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

Board Meetings and Attendance

The Board held 1210 meetings during the year ended December 31, ~~2021,~~2022, of which ~~four~~six were regularly scheduled and ~~eight~~four were additional meetings. Each of the directors attended at least 75% of the total

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number of Board meetings and meetings of the committees on which he/she served. While we do not have a formal policy on director attendance at our AGM, all ~~but two~~our directors serving at the time of our ~~directors~~2022 AGM attended our ~~2021~~2022 AGM.

Board Leadership Structure

The directors may at any time elect and remove a director as Chair of the Board. Unless he or she is unwilling to do so, the director appointed as Chair ~~or in his or her stead the director appointed as deputy Chair,~~ presides at all meetings of the Board at which he or she is present. ~~Our Board is currently led by a non-executive and independent Chair, Mr. Kozy.~~ Currently, we do not have a policy requiring that the positions of Chair of the Board and CEO be held by different persons. ~~However, these two positions have been~~The Board believes that it is in the best interest of the Company and its shareholders for the Board to make a determination on whether to separate or combine the roles of Chair and ~~are expected to remain so because,~~CEO based upon the Company’s circumstances at any particular point in time, whether the Chair role shall be held by an independent director, and if not, supported by a Lead Director who is independent. Our Corporate Governance Guidelines state that whenever the Chair is also the CEO or is a director who does not otherwise qualify as an independent director, the independent directors will elect from among themselves a Lead Director of the Board.

Mr. Kozy currently serves as Chair of the Board and Interim CEO, and Dr. O’Kane currently serves as Lead Director. At the present time, the Board believes that this structure ~~better~~best serves the needs of the Board and the Company by allowing the Interim CEO to focus his attention on driving business ~~performance rather than~~performance. The Board ~~governance.~~

~~The Chair establishes~~believes that the ~~agenda for each Board meeting in consultation with the CEO and with the assistance~~use of regular executive sessions of the ~~Company Secretary. Each~~independent directors, the Board’s strong independent committees and the composition of the Board, ~~member~~with and all directors being independent except for Mr. Kozy, allow it to maintain effective oversight of management.

Pursuant to our Corporate Governance Guidelines, the Lead Director has the following duties and authority:

•

Preside over all meetings of the Board at which the Chair is ~~free~~not present, including meetings of the non-executive directors which are to ~~suggest~~be held at least quarterly;

•

Assist in scheduling Board meetings and approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items;

•

Request the inclusion of ~~items~~certain materials for Board meetings;

•

Communicate to the Interim CEO, together with the Chair of the Compensation Committee, the results of the Board’s evaluation of Interim CEO performance;

•

Collaborate with the Interim CEO on Board meeting agendas;

•

Collaborate with the ~~agenda~~Interim CEO in determining the need for special meetings of the Board;

•

Provide leadership and ~~is also free~~serve as temporary Chair of the Board or Chief Executive Officer in the event of the inability of the Chair of the Board or Chief Executive Officer to ~~raise any subject that is not on~~fulfill his/her role due to crisis or other event or circumstance which would make leadership by existing management inappropriate or ineffective, in which case the ~~agenda~~Lead Director shall have the authority to convene meetings of the full Board or management;

•

Serve as the liaison for ~~that meeting.~~shareholders who request direct communications with the Board;

~~The~~

•

Act as the liaison between the non-executive ~~independent~~ directors ~~meet in private sessions at least quarterly,~~ and the Chair ~~is responsible for conducting these executive sessions.~~of the Board, as appropriate;

•

Call meetings of the non-executive directors when necessary and appropriate;

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•

Recommend to the Board, in concert with the chairs of the respective Board committees, the retention of consultants and advisors who directly report to the Board, including such independent legal, financial or other advisors as he or she deems appropriate, without consulting or obtaining the advance authorization of any officer of the Company; and

•

Perform such other functions as the Board directs.

Board Committees

Our Board has three standing committees: Audit and Compliance; Compensation; and Nominating and Corporate Governance. Each committee is comprised entirely of independent directors, and each committee is governed by a written charter approved by the Board. These charters, which are reviewed annually, form an integral part of our corporate governance policies, and a copy of each charter is available on our website at www.livanova.com.

Audit and Compliance Committee

Under its charter, the Audit and Compliance Committee’s key responsibilities include:

•

Reviewing our accounting, financial reporting and disclosure processes and the audit of our consolidated financial ~~statements and~~statements;

•

Reviewing our internal controls with management and the independent auditors;

•

~~Monitoring~~Reviewing our actions we take to comply with our internal accounting and control policies, as well as external financial, legal and regulatory requirements;

•

~~Monitoring~~Reviewing our internal audit functions;

•

Reviewing the process by which cybersecurity risks are managed;

•

Reviewing the qualifications and independence of our independent auditors engaged for the purpose of auditing our consolidated financial statements and issuing an audit report for inclusion in appropriate regulatory filings; and

•

Selecting, subject to required shareholder approvals, our independent auditors and evaluating their ~~performance; and~~

•

~~The consideration of regular reports from the Company’s information technology function, including cybersecurity.~~performance.

The Audit and Compliance Committee meets at least quarterly with management, including the Head of Internal Audit, the Chief Legal Officer, the Chief Accounting Officer, the Chief Financial Officer, the Chief Ethics and Integrity

~~Members:~~

~~Todd Schermerhorn (Chair)~~
~~Francesco Bianchi~~
~~Alfred Novak~~
~~Andrea Saia~~

~~Eight meetings in 2021~~

~~The Audit Committee Report is on pages 53-54 of this proxy statement.~~

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Officer ~~internal auditors~~ and the independent auditors in separate executive sessions to discuss any matter that any of these groups believe should be discussed privately.

~~Pursuant to its charter, the~~Members:

Todd Schermerhorn (Chair)
Francesco Bianchi
Peter Wilver
Andrea Saia

Ten meetings in 2022

The Audit and Compliance Committee ~~has the authority, at the Company’s expense, to retain professional advisors, including legal, accounting or other consultants, to advise it in connection with the exercise~~Report is on pages 65-66 of ~~its powers and responsibilities. This committee is also responsible for engaging and providing for appropriate compensation of the independent auditors.~~this proxy statement.

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Compensation Committee

Under its charter, the Compensation Committee is responsible for, among other things, the following:

•

~~Regarding the CEO: determining~~Determining and approving ~~his~~the goals ~~as they relate~~and objectives applicable to ~~his compensation;~~the compensation of the CEO; evaluating the CEO in light of those ~~goals;~~goals and objectives at least annually; and determining and approving the CEO’s compensation based on his performance;

•

Determining and approving the compensation of all other executive officers;

•

Reviewing, verifying and certifying the achievement of any performance goals for long-term and short-term incentive plans;

•

Reviewing and approving incentive compensation plans and equity-based plans and, where appropriate or required, recommending such plans for shareholder approval;

•

Administering (including adopting, amending and terminating) incentive compensation and equity-based plans;

•

Reviewing and discussing with management the Compensation Discussion and Analysis to be included in appropriate regulatory filings and determining whether to recommend to the Board that the Compensation Discussion and Analysis be included in such filings;

•

Submitting to the Board and shareholders for ~~its~~their approval ana directors’ remuneration policy every three years, in any year in which there is a change relative to the prior year, or if shareholder approval was not achieved when last submitted;

•

Reviewing director compensation and benefits at least annually;

•

Producing the Compensation Committee Report for inclusion in the Company’s annual proxy statement or annual report on Form 10-K, as well as the Remuneration Report ~~to be included~~ in ~~our~~the UK Annual Report;

•

~~Producing a report for inclusion in appropriate US regulatory filings, as well as in the UK Annual Report; and~~

•

Approving employment agreements and severance arrangements or plans for executive ~~officers.~~officers;

~~The Compensation Committee has the sole authority~~•

Determining stock ownership guidelines / requirements for directors and executive officers and monitoring compliance with such guidelines / requirements; and

•

Reviewing our incentive compensation arrangements to retain and terminate a compensation consultant to assist with its responsibilities, as well as the sole authority to approve the consultant’s fees, which are then paid by the Company (within any budgetary constraints imposed by the Board).determine whether they encourage excessive risk-taking.

Members:

Stacy Enxing Seng (Chair)

Francesco Bianchi
~~Alfred Novak~~
~~Dr. Arthur Rosenthal~~
Peter Wilver

~~Eight~~Nine meetings in ~~2021~~2022

The Compensation Committee Report is on page 3642 of this proxy statement.

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Nominating and Corporate Governance Committee

Under the terms of its charter, the Nominating and Corporate Governance Committee is responsible for, among other things:

•

~~Developing~~Determining the qualifications, skills and ~~recommending corporate governance principles and policies~~other expertise required to ~~our Board;~~be a director;

•

Administering the process for identifying candidates for membership on the Board, including the inclusion of at least one woman and at least one member of an underrepresented minority in every slate of potential nominees, developing criteria for Board and committee memberships and recommending and recruiting director nominees;

•

Evaluating the independence and other standards applicable to service on the Board and its committees, including whether each Audit and Compliance Committee member is financially literate and whether the Audit and Compliance Committee has at least one “audit committee financial expert;”

•

Evaluating and recommending changes, as appropriate, to Board and committee size, composition and chair and committee structure; and administering the process for regular Board and committee self-evaluations;

•

~~Preparing~~Developing and recommending corporate governance principles and policies to our Board;

•

Overseeing our corporate governance practices and procedures and reviewing such procedures at least annually;

•

Reviewing annually and recommending, for Board approval, a succession plan in respect of the CEO and reviewing periodically, succession planning for the Company’s ~~CEO succession planning policies and reviewing succession planning activities;~~executive leadership team; and

•

~~Approving, on behalf of~~Review and overseeing the ~~Board such standalone environmental, social and governance filings as may have to be approved by the Board by law or regulation.~~Company’s material ESG disclosures.

Members:

Dr. Sharon O’Kane (Chair)

Daniel Moore

Andrea Saia
Brooke Story

Four meetings in ~~2021~~2022

Pursuant to their charters, each committee has the authority, at the Company’s expense, to retain professional advisors, including legal, accounting or other consultants, to advise it in connection with the exercise of its duties and responsibilities.

Board Evaluation Process

The Board conducts an annual self-evaluation to determine whether the Board and its committees are functioning effectively, a process which is overseen by the Nominating and Corporate Governance Committee. For 2022, both the Chair of the Board as well as each of the chairs of the Board committees collected feedback from directors through a series of guided conversations in order to assess the overall performance and effectiveness of the Board and its respective committees and to identify any key themes and potential opportunities for continuous improvement. The results of these conversations were then later discussed with the other members of the Board. The self-evaluation process provides the Board and its committees with actionable feedback to enhance their respective performance and effectiveness.

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Board Oversight

Board Role in Risk Management

The Board has determined that the Board as a whole, and not a separate committee, will oversee our risk management process. Each of our Board committees has historically and continues to focus on specific risks within their respective areas of responsibility.

The Board uses its committees to assist in its risk oversight responsibility as follows:

•

Audit and Compliance Committee oversees the integrity of the financial reporting of the Company and its compliance with applicable legal and regulatory requirements. It also oversees our internal controls and compliance activities. The committee regularly discusses our major financial and business risk exposures and certain contingent liabilities and the steps management has undertaken to monitor and control such exposures. The committee also has responsibility for the oversight of the management of cybersecurity risks and is briefed on a quarterly basis by the Company’s Chief Information Security Officer (“CISO”) regarding such risks, as discussed further below.

•

Compensation Committee oversees risks relating to our compensation policies and practices.

•

Nominating and Corporate Governance Committee oversees risks relating to succession planning and governance structures in addition to ~~environmental, social and governance (“ESG”)~~ESG issues. The committee receives quarterly updates on the Company’s ESG efforts in addition to related industry trends.

The Company’s Chief Risk Officer (“CRO”) reports to the Chief Legal Officer and works with the Board to assess, monitor, and mitigate risks that arise in the course of our business. In addition to our ~~Chief Risk Officer,~~CRO, the Chief Financial Officer,

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~~General Counsel,~~ Chief Legal Officer, Chief Accounting Officer, Chief Ethics and Integrity Officer, Internal Audit team and CISO are key personnel responsible to the Board and/or the Audit and Compliance Committee for the planning, assessment, and reporting of risks.

The Board reviews an assessment of, and a report on, our risk profile delivered by the ~~Chief Risk Officer~~CRO on at least a ~~regular basis.~~quarterly basis, with continuous monitoring of the highest and emerging risks. This risk report examines short and intermediate term risks, with higher risk ratings for more immediate, severe risks, applying countermeasures with more frequent deadlines and assessments of efficacy. The CRO regularly interacts with other risk professionals and, when necessary, engages with outside professionals to assist in its risk assessment and formulation of countermeasures.

Compensation Risk Management

Our executive compensation program is designed to motivate and reward our executive officers for their performance during the fiscal year and over the long term and for taking appropriate risks toward achieving our long-term financial and strategic growth objectives. The following characteristics of our executive compensation program are designed to reduce the possibility of our executive officers, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of long-term value:

•

Balanced Mix of Pay Components. The target compensation mix is not overly weighted toward annual incentive awards and represents a balance of base salary, annual short-term incentive compensation in the form of a cash bonus, and long-term equity-based compensation vesting over four years or based on long-term performance objectives;

•

Bracketed Incentive Awards. Annual cash bonuses for our CEO can be as little as 0%, but no more than 200%, of ~~target;~~his base salary;

•

Stock Ownership Requirement. Our executive officers and directors are subject to stock ownership requirements ~~demanding~~which set a minimum amount of equity ownership; and

•

Performance Assessments. Compliance and ethical behaviors are integral factors considered in all performance assessments.

The Company also closely examines its broader compensation policies and actual compensation practices for all employees, including non-executive officers, to assess whether those compensation policies or practices

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create unreasonable risks. Management conducts the initial risk assessment before presenting potential plans to the Compensation Committee for its review, and, in the case of executive officers, its approval. The Compensation Committee believes that the mix and design of the elements of our compensation program are appropriate and encourage executive officers and key employees to strive to achieve goals that benefit the Company and our shareholders over the long term.

~~Consideration of Prior Year’s Say on Pay Vote~~

At the 2021 AGM, our “Say on Pay” proposal regarding NEO compensation garnered shareholder support of 90.65% of the votes cast. The advisory vote on the UK directors’ remuneration report regarding executive and non-executive director remuneration also showed strong support with 96.6% approval of the votes cast. Each of these proposals is voted on annually. The Compensation Committee reviewed shareholder and other stakeholder feedback along with the results of each of these votes, incorporating them into their compensation decisions.

LivaNova’s Compensation Committee considers its remuneration policy annually to ensure that it remains aligned with business needs and is appropriately positioned relative to the market. However, in the absence of exceptional unexpected circumstances requiring a change to that policy, there is no intention to change the policy and we have not revised the policy more frequently than every three years as required by the UK Companies Act 2006. The remuneration policy applies to our directors, including our CEO, who is also our sole executive director. The remuneration policy received the support of 96% of the votes cast in 2019. This policy remains in force until the 2022 AGM. A new remuneration policy is presented to shareholders for approval at the 2022 AGM under Proposal 8.

Cybersecurity Risk Management

We are increasingly dependent on our information technology systems and those of third parties to operate our business. We have dedicated resources and processes to help prevent, detect, and respond to cyber threats. Our information security team, led by the CISO, manages our Information Security Management System (“ISMS”) program with the objective of strengthening our cyber resiliency. Our ISMS program leverages leading industry standards, such as the National Institute of Standards Technology (NIST)

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cybersecurity framework, ISO 27000 family of Standard, Information Technology Infrastructure Library (ITIL) Processes and other good practice control methods.

The Audit and Compliance Committee oversees our program, policies and procedures related to information asset security and meets quarterly with our CISO who reports on key security metrics, including external events impacting the Company, security incidents, user training and evaluation of user readiness to address cyber incidents.

Environmental, Sustainability and Corporate Social Responsibility

~~Corporate~~As a global medical device company, we design, develop, manufacture and sell products and therapies that are consistent with our mission to provide hope for patients and their families through innovative medical technologies, delivering life-changing improvements for both the Head and Heart. The Company has been built on decades of experience and a relentless commitment to patients. Our passion for providing hope for patients and their families, as well as our dedication to living out our values, unites all of us at LivaNova.

In that vein, corporate responsibility and sustainability are integral to LivaNova and guide our actions as a company. We have always focused on delivering strong financial results, but we are committed to doing so in a way that respects the communities and environments in which we operate. ~~In 2020,~~Through the ~~Company created~~Nominating and Corporate Governance Committee, the Board oversees the Company’s ESG efforts, which are led by the ESG Task Force, a cross-functional team of leaders, including two executives, focused on establishing a comprehensive program optimizing our ESG efforts with full support from the entire executive ~~team and the Board.~~team. The Board has increased its own involvement in the ESG arena by enshrining such matters in the charter of the Nominating and Corporate Governance Committee which now formally maintains oversight for these issues. Since the creation of the ESG Task Force organized a framework around various LivaNova ESG efforts and is implementing strategies to put these values into action. The ESG Task Force also periodically reports to the ~~Nominating~~executive leadership team to ensure alignment on vision and Corporate Governance Committee receives quarterly updates on the Task Force’s progress. In December 2021, management coordinated an ESG panel with the Board, outside counsel, an institutional investorpurpose and to confer regarding progress in the Company’s ESG consultant to address, among other issues, the duty of the Board with regard to ESG matters, a shareholder perspective on investor expectations with respect to ESG, status of the Company’s ESG efforts and future expectations.journey.

We believe that sound environmental performance contributes to our competitive strength while benefiting our customers, ~~stockholders~~shareholders and ~~employees. We~~employees and we are guided by feedback we receive from our stakeholders, including patients, employees, regulators, investors, and third-party frameworks such as the Sustainability Accounting Standards Board (SASB) Medical Equipment & Supplies Standard and the Task Force on Climate-related Financial Disclosures (TCFD). Our executive team uses this insight to guide our sustainability priorities and disclosures, and we are focused on continuous improvement in these areas by reducing pollution, depletion of natural resources and our overall environmental footprint. We work to optimize energy and resource usage, ultimately reducing greenhouse gas emissions and waste.

The Company ~~is required to, and does, report~~reports on its greenhouse gas emissions and on certain other environmental and social (including employee) matters on the Company’s Sustainability page on its website as well as in our UK Annual Report which is available on the Company’s website.

Human Capital Management

Our ~~almost 3,000~~approximately 2,900 employees worldwide are crucial in our mission to provide hope to our patients and their families through delivering life-changing medical innovation for the ~~head~~Head and Heart. In doing so, we seek to execute our business and encourage our employees to live our five core values: patients first, meaningful innovation, act with agility, commitment to quality and integrity, and collaborative culture. These

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values are how we evaluate ourselves and, ultimately, achieve success as an organization. They are deeply embedded in our culture, and we continually share stories embodying these values throughout the organization, by way of emailed videos, virtual and in-person town halls and leadership meetings. Our values inspire our good citizenship and how we conduct our business responsibly and sustainably while interacting with our communities, employees and the ~~heart.~~environment.

Maintaining a culture that embodies our values and mission is of the utmost importance. We aim to foster a culture where learning is continuous, and open and direct employee communication is valued. Our Board’s committees oversee elements of our culture associated with their area of responsibility. The Compensation Committee is kept informed of our compensation practices, including pay equity, through recurring updates. The Compensation Committee periodically reviews our performance in the development, implementation and effectiveness of our policies and strategies related to human capital management and diversity in our workforce.

The Audit and Compliance Committee is responsible for our ethics and compliance program and regularly receives updates on our culture of integrity and the tone set by our leadership.

Diversity, Equity and Inclusion

The success of LivaNova thrives on the diversity of perspective, thought, experience and background within our workforce. We recognize the value in fostering a work environment that is culturally diverse and inclusive and strive to provide a workplace free of harassment or discrimination. Accordingly, we closely monitor our ~~diversity metrics. As~~gender metrics at the Board, Executive and senior leadership level on a regular basis. The executive team at the end of ~~December 31, 2021, LivaNova had ten directors, 30%~~2022 consisted of 11 individuals, approximately 27% of whom are female and ~~70% of whom are male. Similarly, the Executive Team at the end of 2021 consisted of 10 individuals, 30% of whom are female and 70%~~approximately 73% are male. Of ~~LivaNova’s~~our senior leadership team, which includes the executive team, vice presidents and directors, approximately ~~31%~~32% are ~~women~~female and ~~69%~~approximately 68% are ~~men.~~male. Finally, as of December 31, ~~2021, LivaNova employed~~2022, of our approximately ~~3,000~~2,900 employees, approximately 52% ~~of whom~~ are ~~women~~female and approximately 48% ~~of whom~~ are ~~men.~~male. Our strategy for accelerating diversity begins with creating new ways to find extraordinary talent, and examples of our efforts include accurately mapping the talent market, targeting historically black colleges and universities, creating job postings that attract highly qualified diverse candidates, expanding the diversity within our interview panels and guiding interviewers to conduct a fair interview process.

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~~To help promote diversity,~~In addition, we ~~also~~ have a variety of diversity affinity initiatives that span the ~~globe. We host two Diversity, Inclusion and Belonging (DIBs) groups, one in North America and one in the Asia Pacific region,~~globe, with a mission to empower an environment where conversations of diversity and inclusion develop a culture of belonging. ~~These employee-led, executive-sponsored initiatives are committed~~In July 2022, we launched the “Global Women’s Network,” a group consisting of female employees across the globe who convened to ~~building~~discuss topics that unite and celebrate the strength of our diversity. In addition, the LivaNova Women’s Network, a ~~network of LivaNova employees who embrace an open mindset with an appreciation of diverse experiences~~mentorship program created by women and ~~have been meeting regularly.~~for women, facilitates pairings between mentors and mentees across all regions. Topics range from ~~inclusivity~~career and ~~harassment~~financial advice to performance management and connection to the Company’s strategy. These programs provide members with new perspectives, more personalized development and an opportunity to network with other women across the organization, thereby contributing to a better corporate culture based on strong, collaborative relationships and continuous opportunities to grow and develop.

In October 2022, we issued our Diversity and Inclusion statement: We embrace diverse perspectives, experiences and backgrounds, knowing they enrich our collaborative culture and drive our success as a company. Diversity and inclusion creates trust and a deeper sense of belonging to our LivaNova community, uniting us to make a meaningful difference in the ~~workplace~~lives of patients worldwide. The statement was distributed to ~~multigenerational integration~~all leadership teams in the company to increase awareness, create engagement, and ~~support for working parents. The~~induce discussions ~~are open~~about the company’s diversity and ~~thought-provoking, encouraging all to share their story, discuss views or simply be a supporter to the cause.~~inclusion achievements and suggestions on where we can improve.

Our senior leadership team monitors and reviews information regarding our gender and ethnic diversity ~~across our organization on a monthly, quarterly and annual basis.~~profile periodically over the course of the year. The Compensation Committee receives similar reports ~~regularly,~~periodically, and the entire Board of Directors is updated on an annual basis. In relation to director onboarding, our Corporate Governance Guidelines require that Board candidates bring diversified attributes to the Board, which encompass gender, race, ethnicity, geography, professional experience, national origin, sexual orientation, life experience, skills and tenure, among others. In addition to having diversity highlighted generally as a key criterion for consideration in the ~~summer~~selection of ~~2021, our~~new directors, pursuant to its charter, the Nominating and Corporate Governance ~~Charter was updated to emphasize the benefits of diversity and it currently requires that every slate of directors to be considered~~Committee must include at least one woman and at least one member of an underrepresented ~~minority.~~minority in every slate of potential nominees.

Shareholder Engagement

We are committed to engagement with our shareholders on executive compensation and corporate governance matters and review all shareholder input and feedback. Since the past proxy season, we engaged

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with the majority of our top 2030 shareholders, who represented nearly ~~70%~~80% of our register as of December 31, ~~2021.~~2022. We also met with several other shareholders and potential shareholders during the year. The key topics discussed included ~~COVID-19-related impacts,~~ performance, existing and future products, clinical data and milestones, strategic pipeline initiatives, executive compensation, COVID-19-related impacts and ESG matters.

We successfully transitioned our investor communication strategy and initiatives to a virtual platform in light of remote working arrangements. As part of our outreach in 2021, we hosted a Virtual Investor Day, which was Management also attended by over 180 external participants and included presentations from members of our executive and senior leadership and key opinion leader clinicians. Executive leadership shared our long-range business plan to maximize growth and shareholder value. Senior leadership, accompanied by key opinion leader clinicians, provided overviews on the Company’s business units and strategic pipeline initiatives. The leadership team also was available for Q&A sessions.

~~Management attended six~~seven healthcare conferences ~~including~~which included participation in one-on-one and group investor ~~meeting and conducted three virtual investor events as part~~meetings in order to help facilitate this level of ~~an Investor Education Series, which began during 2020 and extended into 2021. These 90-minute events shaped the story around key value creation opportunities —~~ ~~Therapy for Heart Failure — ART for the Heart; Cardiopulmonary — Nearly Half a Century of Technology; and Unlocking the Difficult-to-Treat Depression Opportunity. Each event was co-hosted with a sell-side coverage analyst and included Q&A sessions for investors.~~shareholder engagement.

Our Board and management value the perspectives of our ~~stockholders~~shareholders and work to provide our ~~stockholders~~shareholders with continuous and meaningful engagement. We value the insights gained from our discussion with our investors and find them to be helpful even when points of view vary.

Succession Planning

Succession planning is a top priority for the Board and our management team, with the objective of having a pipeline of leaders for the immediate future and long term. The Board and management proactively address succession planning, and the Board has delegated the responsibility for CEO and senior management succession planning to the Nominating and Corporate Governance Committee. The Board tasked the Nominating and Corporate Governance Committee with doing so in the context of the challenges and opportunities facing us, of the skills and expertise likely to be required by us in the future and to achieve the benefits of diversity in its widest sense. These processes enable the Board to address both long-term, planned occurrences, such as retirement or change in roles, as well as short-term unexpected events. Similar processes, led by the relevant management team, occur within each of our business units and functions.

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Board Independence

The Nominating and Corporate Governance Committee of the Board is empowered by its ~~Board-approved~~ charter to make all determinations of independence required under Nasdaq rules or other applicable laws and regulations, including but not limited to determinations as to which directors are independent, non-employee directors and “audit committee financial experts” as defined by US securities laws. The Nominating and Corporate Governance Committee has also determined that there are no known arrangements, including any pledge by any person of Company securities that may result in a change in control of the Company and no material agreements or arrangements between any director or nominee for director any person or entity, other than the Company, relating to compensation or any other payment in connection with the director or nominee’s candidacy or service.

Under the Nasdaq listing rules, a majority of the members of our Board must qualify as “independent directors.” An “independent director” for Nasdaq purposes is a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nominating and Corporate Governance Committee ~~has~~ evaluated all relevant transactions and relationships between each director, or any of his or her family members, and the Company, senior management and our independent registered public accounting firm. Based on this evaluation, the Nominating and Corporate Governance Committee ~~has~~ determined that all of the directors, other than Mr. ~~McDonald,~~Kozy, our Interim CEO, are “independent” as that term is defined in the Nasdaq listing standards and under the US securities laws.

The Board has also determined that all members of the Audit and Compliance Committee meet additional, heightened independence criteria applicable to audit committee members under the Nasdaq listing rules and the applicable rules of the SEC. The Board has further determined that all members of the Audit and Compliance Committee are financially literate and that Todd Schermerhorn (Chair), Francesco Bianchi and ~~Alfred Novak~~Peter Wilver are “audit committee financial experts.”

The Nominating and Corporate Governance Committee has also determined that all members of the Compensation Committee meet heightened independence criteria applicable to compensation committee members under the Nasdaq listing rules and qualify as “non-employee directors” under Rule 16b-3 of the Exchange Act.

The Nominating and Corporate Governance Committee’s determinations for each director as to Nasdaq independence, status as a non-employee director and status as an audit committee financial expert are set out in the table below.

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Directors

Nasdaq

“Independent

Director”

Nasdaq

Independence for

Compensation

Committee

Purposes

“Non-Employee

Director”

Audit Committee

Financial Expert

Francesco Bianchi

Stacy Enxing Seng

William Kozy

~~Damien McDonald~~

Daniel Moore

~~Alfred Novak~~

Dr. Sharon O’Kane

~~Dr. Arthur Rosenthal~~

Andrea Saia

Todd Schermerhorn

Brooke Story

Peter Wilver

~~Family Relationships~~

~~There are no family relationships among any of our directors or executive officers.~~

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Compensation Committee Interlocks

During the year ended December 31, ~~2021,~~2022, the Compensation Committee was composed of Stacy Enxing Seng (Chair), Francesco Bianchi, ~~Alfred Novak~~ and ~~Dr. Arthur Rosenthal.~~Peter Wilver. No member of the Compensation Committee is now, or at any time has been, employed by or served as an executive officer of the Company or any of its subsidiaries, or has had any substantial business dealings with the Company or any of its subsidiaries. None of our executive officers currently serves or served in the year ended December 31, ~~2021~~2022 on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on our Board or Compensation Committee.

Governance Policies and Practices

~~Stock Ownership Requirements~~

The Board believes that ownership of our shares by our executive officers and directors further aligns their interests with those of our shareholders. As a result, the Company established stock ownership requirements applicable to those individuals. Failure to maintain the minimum amount of equity ownership once attained may be a factor considered by the Compensation Committee in recommending and/or approving future awards. The market value of equity holdings in the Company is required to be at least:

•

~~Five times base salary for the CEO;~~

•

~~Three times base salary for all executive officers, other than the CEO; and~~

•

~~Five times the annual cash retainer for all non-executive directors.~~

Equity ownership used to determine the market value includes all ordinary shares, all unvested restricted stock units of our ordinary shares and all in-the-money, vested, unexercised stock appreciation rights (calculated based on stock market value, minus exercise price, minus estimated tax expense at a 40% tax rate). The Company includes not only equity owned by the individual but also that held individually by or jointly with the individual’s spouse or children.

The Board has determined that those who were not at the level set forth above were making acceptable progress to achieving the required levels of equity ownership and no individual’s compensation was adjusted to take into account progress toward the applicable requirements.

Communication with Directors

Any shareholder or other party interested in communicating with members of the Board, any of its committees, the independent directors as a group or any of the independent directors individually may send written communications to LivaNova Plc, 20 Eastbourne Terrace, London, England W2 6LG, Attention: Company Secretary or to ~~company.secretariat@livanova.com.~~company.secretariat@livanova.com. Any communications received in writing are forwarded to the Board, committee or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to us or our business or is inappropriate. The Company Secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. The Board will endeavor to promptly respond to all appropriate communications and encourages all shareholders and interested persons to use the aforementioned email and mailing address to send communications relating to our business to the Board and its members.

Code of Business Conduct and Ethics

The Board-approved Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers and employees of the Company. The Code is intended to enhance understanding of the Company’s standards of ethical business practices and ~~values;~~values, provide clarity as to how to address ethical issues that may ~~arise;~~arise, guide interactions with patients and healthcare ~~professionals;~~professionals, and provide information surrounding our marketing and promotional practices. The Code is designed to ~~deter wrongdoing and to~~ promote honest and ethical conduct, including the ethical handling of actual or apparent ~~conflicts;~~conflicts, full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other

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public communications made by us; compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code; and accountability for adherence to ~~Code.~~Code, while deterring wrongdoing. A copy of the Code is available on our website at www.livanova.com. Any change to, or waiver from, the Code will be disclosed as required by applicable securities laws, which disclosure may occur on our website or by filing a Form 8-K.

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The Company also has an Ethics and Integrity Program, which is a corporate compliance program that includes written policies and procedures, training/education and ongoing monitoring to ensure effective implementation and maintenance of the program across the Company. In addition, the Company has a Third Party Code of Ethics and Business Conduct that embraces the key principles of the International Labour Organization’s fundamental conventions, because the Company believes that its business can only succeed where the rights of all workers in the value chain of the business are protected and respected. The Company also has a Global Employee Privacy Notice with respect to the rights of an individual to protect his/her personal information and Global Anti-Discrimination and Anti-Harassment Policy to ensure that all LivaNova colleagues can thrive in an inclusive workplace free from all forms of harassment.

Prohibitions on Hedging and Pledging

The Company’s Insider Trading Policy provides that the Company’s employees and directors and the family members of those individuals may not engage in hedging transactions of any type concerning Company securities, including without limitation puts, calls, equity swaps, collars, exchange funds, prepaid variable forwards or other financial instruments or derivative securities.

~~Pledging~~

The Company’s Insider Trading Policy also prohibits the pledging of any Company securities by the Company’s employees, directors and their family members. Pledging is an activity in which the borrower of funds uses securities as a form of collateral to secure the funds it borrows or takes from the lender.

Related Party Transactions

We recognize that related party transactions involving the Company present a heightened risk of conflicts of interest or the perception of such a conflict. ~~The Board updated its formal written policy for reviewing, approving and ratifying transactions with related parties in October 2021.~~

Under the ~~policy, any “SEC/Nasdaq~~Company’s written Related Party ~~Transaction”~~Transaction Policy, related party transactions, including those covered by Item 404(a) of Regulation S-K, may be consummated or may continue only if the Audit and Compliance Committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

~~For these purposes, a “SEC/Nasdaq Related Person” means:~~

•

~~An executive officer, director or nominee for director;~~

•

~~A shareholder owning more than 5% of~~Pursuant to the ~~Company;~~

•

~~A person who is an immediate family member of someone listed above; and~~

•

~~An entity that is owned or controlled by someone listed above.~~

For these purposes, an “SEC/Nasdaq Related Party Transaction” means any transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant; (ii) the aggregate amount involved will or may be expected to exceed $50,000, and (iii) any SEC/Nasdaq Related Party has or will have a direct or indirect material interest. It also includes any material amendment or modification to an existing SEC/Nasdaq Related Party Transaction.

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~~The Board has determined that the Audit and Compliance Committee is best suited to review and approve SEC/Nasdaq Related Party Transactions. Prior to entering into an SEC/Nasdaq~~Company’s Related Party Transaction Policy, the ~~SEC/Nasdaq Related Party shall notify the Company’s General Counsel~~Chief Legal Officer and Company Secretary or ~~such designee~~his designee(s) (each, a “Responsible Officer”) ~~of the facts and circumstances of the proposed transaction. The Responsible Officer will~~is expected to report ~~the SEC/Nasdaq Related Party Transaction,~~each qualifying related party transaction, together with a summary of the material facts, to the Audit and Compliance Committee for consideration at its next regularly scheduled meeting. The Audit and Compliance Committee ~~shall~~is then expected to conduct, to the extent reasonably practicable, prior review of the relevant facts and circumstances and either approve or disapprove the entry into the transaction.

In determining whether to approve or, if necessary, ratify a qualifying related party transaction, the Audit and Compliance Committee takes into account, among other factors it deems appropriate: (i) whether the transaction was undertaken in the ordinary course of business of the Company, (ii) whether the transaction was initiated by the Company, a subsidiary or the related party, (iii) whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party, (iv) the purpose of, and the potential benefits to the Company of, the related party, (v) the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related party, (vi) the related party’s interest in the transaction and (vii) any other information regarding the transaction or the related party that would be material to investors in light of the circumstances of the particular transaction. The Audit and Compliance Committee may approve or ratify the transaction only if it determines in good faith that, under all the circumstances, the transaction is in the best interests of the Company and its shareholders.

If the Responsible Officer determines that it is impractical or undesirable to wait until anthe next Audit and Compliance Committee meeting to ~~consummate~~evaluate the ~~SEC/Nasdaq Related Party Transaction,~~related party transaction, the chair of the Audit and Compliance Committee may review and approve the ~~transaction. Any~~transaction in accordance with the procedures set forth in the policy. In such ~~action~~cases, any such approval (and the rationale for such approval) must be reported to the Audit and Compliance Committee at its next regularly scheduled meeting.

If the Company becomes aware of ~~an SEC/Nasdaq Related Party Transaction~~a related party transaction that has not been approved under the policy, the Audit and Compliance Committee ~~shall~~must review the transaction and, if the Audit and Compliance Committee determines it is appropriate, ratify it at its next regularly scheduled meeting. In any case where the Audit and Compliance Committee determines not to ratify the transaction that has been commenced

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without approval, it may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction, or modification of the transaction to make it acceptable for ratification.

The Board recognizes that a member of our management team or a director may be presented with a significant business opportunity that may equally be available to the Company, either directly or via referral. Before the opportunity may be consummated by a Related Party (other than an otherwise unaffiliated 5% shareholder), the opportunity must be presented to the Audit and Compliance Committee for consideration. The Audit and Compliance Committee, in its discretion, may present the opportunity to the Board for consideration.

In the fiscal year ended December 31, ~~2021,~~2022, there were no ~~Related Person Transactions~~related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transactions are currently proposed.

Availability of Governance Documents

Our Corporate Governance Guidelines, charters of the committees of the Board and Code of Business Conduct and Ethics are available on our website and in print to any shareholder who requests any of these. To access these documents from our website, go to www.livanova.com, select the ~~“Investor”~~“Investors” link, and then click on the “Corporate Governance” menu located in a horizontal list in the middle of the screen. Requests for a printed copy should be addressed to LivaNova Plc, 20 Eastbourne Terrace, London, England W2 6LG, Attention: Company Secretary.

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~~Board of Directors~~BOARD OF DIRECTORS

Our Articles of Association provide that the number of directors shall be ten unless otherwise decided by the Board. Upon the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the persons named under Proposal No. 1 to serve as directors until the 2023 AGM or their earlier resignation or removal. All directors are elected annually.

Board Qualifications and Refreshment

The selection process for directors is set out in our Corporate Governance Guidelines and in the charter of the Nominating and Corporate Governance Committee. These documents are available at https://investor.livanova.com. The charter authorizes the Nominating and Corporate Governance Committee to determine the qualifications, qualities, skills and other expertise required to be a director but also sets out certain minimum qualification requirements:

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high ethical behavior;

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accomplishments within their respective fields;

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relevant business and financial expertise and experience;

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sound business judgment; and

•

diversity, including with respect to gender, race/ethnicity, geography, professional experience, skills and tenure, ~~and~~with the charter of the Nominating and Corporate Governance Committee ~~demands~~requiring that every slate of directors to be considered ~~must~~ include at least one woman and at least one underrepresented minority.

The Nominating and Corporate Governance Committee is responsible for recommending director nominees to the Board, ~~has~~including re-nomination of persons who are already directors. In forming their recommendations, the committee places particular emphasis on the necessary skills for the Board. To that end, the committee conducts an annual skills analysis and considers that exercise, as well as the results of the Board and its committees’ annual self-assessments, in the context of the Company’s strategic plan, in order to identify the skills and expertise required to lead the Company now and in the future. The combined skills analysis and self-assessments ultimately help to inform the Nominating and Corporate Governance Committee of (1) the qualifications, qualities, skills and other expertise (in addition to the minimum requirements set out above) desired at this juncture in the Company’s development and (2) the relevant considerations associated with Board succession planning, all of which help to drive the committee’s recommendations for director nominees.

The Board does not ~~introduced~~have formal term or age limits. While term limits may foster fresh ideas and viewpoints, ~~they hold~~ the ~~disadvantage of losing~~Board believes that term limits fail to acknowledge the contribution of directors who have been able to develop, over a period of time, increased insight into the Company and its operations and, therefore, provide significant contributions to the Board as a whole. As an alternative to term limits, the Nominating and Corporate Governance Committee reviews each director’s continued tenure on the Board annually. ~~The~~In addition, the Company’s Corporate Governance Guidelines provide that the Board will consider rotation of the Chair of the Board and Committee Chairs after a Chair has served for approximately five successive years after balancing the benefits of rotation against the benefit of continuity, experience and expense.

The Nominating and Corporate Governance Committee conducts an annual skills analysis and considers that analysis in the context of the Company’s strategic plan in order to identify skills and expertise required to lead the Company now and in the future. It also considers the results of the Board and its committees’ annual self-assessments. These assessments are used to enhance the effectiveness of the Board and its committees. The assessments are also used to identify any further gaps as well as Board succession planning and ultimately determines the qualifications, qualities, skills and other expertise (in addition to the minimum requirements set out above) desired at this juncture in the Company’s development. The Nominating and Corporate Governance Committee then assesses all current directors who expressed an interest in being re-nominated as well as potential new candidates and makes its recommendation to the Board.

The Nominating and Corporate Governance Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by the committee and shareholder recommendations subject to the procedures set forth below and the full procedures identified in our Corporate Governance Guidelines. Any invitation to join our Board is extended by the Board and by the Chair of the Nominating and Corporate Governance Committee.

Ms. Story, appointed to the Board in September 2022, was recommended to the Nominating and Corporate Governance Committee by a third-party search firm, which was engaged by the committee to assist in the identification and recruitment of a new Board member. After reviewing Ms. Story’s qualifications, meeting with her and discussing her potential nomination at several meetings, the Nominating and Corporate Governance Committee voted unanimously to recommend Ms. Story to the Board.

Although we do not have a formal policy with regard to the consideration of any director nominees recommended by shareholders, a shareholder or group of shareholders may recommend potential candidates for consideration. We do not have such a policy because the Nominating and Corporate Governance Committee believes that it can adequately evaluate any such nominees on a case-by-case basis.

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Nominees for consideration by the Nominating and Corporate Governance Committee may be sent in writing to the Office of the Company Secretary, by mail at 20 Eastbourne Terrace, London W2 6LG, United Kingdom, not less than 90 nor more than 120 days prior to the first anniversary of the AGM in the

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previous year. The written nomination must include all information relating to such director nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or otherwise required, pursuant to Regulation 14A under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected. In addition, the nomination must include:

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the nominating shareholder’s or shareholders’ name(s) and address(es) as they appear on the Company’s books;

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the class and number of shares beneficially owned by the nominating shareholder(s);

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a description of all agreements, arrangements and understandings between such shareholder(s), each proposed director nominee and any other person or persons (including their names) in connection with the nomination;

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any other information relating to such shareholder(s) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies pursuant to Regulation 14A under the Exchange Act; and

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to the extent known by the shareholder(s) giving notice, the name and address of any other shareholder(s) supporting the election of the nominee.

From time to time, the Nominating and Corporate Governance Committee may request additional information from the nominee or the nominating shareholder(s). Potential nominees suggested by shareholders are evaluated by the Nominating and Corporate Governance Committee in the same manner as other potential candidates.

Director Nominees

Our Articles of Association provide that the number of directors shall be ten unless otherwise decided by the Board. Upon the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the nine persons named below to serve as directors until the 2024 AGM or their earlier resignation or removal. All directors are elected annually.

FRANCESCO BIANCHI
INDEPENDENT Age 6566 ~~Seven~~Eight years of service (since 2015)	Francesco Bianchi has served as Chair of Seven Capital Partners S.r.l., a financial consulting firm, since June 2018. He previously served as the Chief Executive Officer of Seven Capital Partners and has been with the firm since 2013. Mr. Bianchi has 30 years of mergers and acquisitions and strategic advisory experience working for well-recognized international financial institutions including JPMorgan Chase (Paris), Morgan Grenfell (London), Citi (Milan) and Bankers Trust (Milan), where he served in various roles including general manager and head of the mergers and acquisitions and corporate finance division. He also headed the strategic planning division of Banca-Intesa S.p.A. in Italy and abroad. Mr. Bianchi earned a degree in economic sciences with honors from the University of Florence and is a chartered accountant.
	Committees: • Audit and Compliance; Compensation ~~Other Public Company Directorships During the Past Five Years:~~ • ~~Intesa Sanpaulo S.p.A.~~	Director Skills and Qualifications: • Mr. Bianchi is an audit committee financial expert and has an extensive professional background working in strategy and mergers and acquisitions.

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STACY ENXING SENG
INDEPENDENT Age 5758 ~~Three~~Four years of service (since 2019)	Stacy Enxing Seng has served as an Operating Partner with Lightstone Ventures, a venture capital group focused on medical technology and biotechnology-related investments, since 2016. Prior to joining Lightstone Ventures, Ms. Enxing Seng was with Covidien, a global health care products company, as its President, Vascular Therapies (2011 to 2014) and President of Peripheral Vascular (2010 to 2011). Ms. Enxing Seng joined Covidien in 2010 through the ~~$2.6B~~$2.6 billion acquisition of ev3 Incorporated, where she was a founding member and executive officer responsible for leading its Peripheral Vascular division (2001 to 2010). Prior to ev3, Ms. Enxing Seng held positions of increasing responsibility with Boston Scientific, SCIMED, Baxter and American Hospital Supply. She holds a B.A. in Public Policy from Michigan State University and an M.B.A. from Harvard University.
	Committees: • Compensation (Chair) Other Current Public Company Directorships: • Sonova Holding AG Former Public Company Directorships During the Past Five Years: • ~~Sonova Holding AG (current);~~ Hill-Rom Holdings, Inc.	Director Skills and Qualifications: • Ms. Enxing Seng has broad experience as a former senior executive responsible for a world-wide business unit of a major medical device company. In addition, she has significant experience as a co-founder of a successful medical device start-up. Her operational experience at both large and small medical device companies, combined with her first-hand experience gained from building ev3 from the ground up, provide the Board with valuable insights into strategy, marketing, sales, innovation, mergers and acquisitions and a variety of other medical device-related areas.

WILLIAM KOZY
~~INDEPENDENT~~Chair Age 7071 ~~Four~~Five years of service (since 2018)	~~Retired~~William Kozy has served as Interim Chief Executive Officer of the Company since April 2023. Prior to that, Mr. Kozy retired from Becton, Dickinson and Company, a global medical technology company, in 2016 where Mr. Kozy served as Executive Vice President and Chief Operating Officer from 2011 to 2016. At Becton Dickinson, he also served as a member of the corporate Leadership Team and in various executive roles since 1988, including head of BD Medical (2009 to 2011), President of the BD Biosciences segment (2006 to 2009), President of BD Diagnostics (2002 to 2006) and Senior Vice President of Company Operations (1998 to 2002). Mr. Kozy holds a B.A. from Kenyon College.
	Committees: • None, as ~~Chair of the Board~~Interim CEO Other Current Public Company ~~Directorships During the Past Five Years:~~Directorships: • Cooper Companies, Inc. ~~(current)~~	Director Skills and Qualifications: • Mr. Kozy serves as the Interim CEO of the Company and has a career spanning more than 40 years with global medical device companies. Prior to serving as COO for Becton Dickinson, Mr. Kozy’s key business worldwide leadership roles included responsibility for the Biosciences, Diagnostic and Medical segments of Becton Dickinson. During his time at Becton Dickinson, he was responsible for all world-wide businesses of the company with leadership emphasis on profitable revenue growth and talent development. He also brings a depth of corporate leadership experience in the areas of innovation systems, operations, manufacturing and ERP implementation as well as his broad and relevant experience in global strategy, mergers and acquisitions, technology and product development.

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~~DAMIEN MCDONALD~~DANIEL MOORE
INDEPENDENT Age 5762 ~~Five~~Eight years of service (since ~~2017~~2015)	~~CEO and an executive director of~~Daniel Moore has primarily worked as a private investor over the Company since January 2017 and served as the Company’s Chief Operating Officer from October through December 2016. Prior to joining the Company, Mr. McDonald was a Group Executive with Danaher Corporation, a global manufacturer of medical, industrial and commercial products, where he was Group President, Professional Consumables (2013 to 2016). From 2011 to 2013, Mr. McDonald served as Group President of Kerr Corporation, a subsidiary of Danaher, where he was responsible for a dental consumable business with operations in the US, Mexico, Switzerland, Italy and the Czech Republic. In 2010, Mr. McDonald undertook special projects for Danaher. From 2007 to 2010, Mr. McDonald was President, Zimmer Spine at Zimmer Holdings, where he was responsible for divisions in the US and France. From 1999 to 2007, Mr. McDonald had various roles with Johnson and Johnson. Mr. McDonald holds bachelor’s degrees in pharmacy and economics from the University of Queensland in Australia, a master’s degree in international economics from the University of Wales, and an M.B.A. from the Institute for Management Development in Lausanne.
	~~Committees:~~ • ~~None, as CEO~~	~~Director Skills and Qualifications:~~ • ~~Mr. McDonald has extensive management experience in the medical device and life sciences industries and serves as the CEO of the Company.~~

~~DANIEL MOORE~~
~~INDEPENDENT~~ ~~Age 61~~ ~~Seven years of service~~ ~~(since~~ ~~2015~~)	~~Private investor.~~past several years. Mr. Moore served as President and CEO and a member of the board of Cyberonics, Inc., a medical device company with core expertise in neuromodulation, from 2007 to 2015, ~~when~~at which point, Cyberonics merged with Sorin S.p.A. to form the Company. Mr. Moore joined Cyberonics after 18 years with Boston Scientific where he was President of InterContinental as well as having roles in general management, sales and marketing earlier in his career. Mr. Moore has a B.A. from Harvard College and an Executive M.B.A. from Boston University.
	Committees: • Nominating and Corporate Governance Other Current Public Company ~~Directorships During the Past Five Years:~~Directorships: • ViewRay, Inc. ~~(current)~~	Director Skills and Qualifications: • Mr. Moore has extensive experience working with cutting edge medical device companies, including leadership of Cyberonics. He has significant experience in domestic and international general management and sales and marketing. Mr. Moore serves or has served on the boards of several medical device companies, the Epilepsy Foundation of America and other non-profits focused on epilepsy, the Medical Device Manufacturers Association and the Advisory Board of Purdue University’s Weldon School of Biomedical Engineering.

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DR. SHARON O’KANE
INDEPENDENT Lead Director Age 5455 ~~Seven~~Eight years of service (since 2015)	~~Non-executive~~Dr. Sharon O’Kane serves as a non-executive director of the Health Products Regulatory Authority Board in Ireland and has a Visiting Professorship at Ulster University where she advises the Faculty of Life and Health Sciences. She has also served as an Entrepreneur in Residence at University College Dublin since 2015. She was also an expert advisor to the Stevenage Bioscience Catalyst Facility at GlaxoSmithKline, a global healthcare company (2012 to 2019) and a Commercial Mentor to Queen’s University, Belfast (2016 to 2019). Previously, Dr. O’Kane served as Entrepreneur in Residence at the University of Manchester Intellectual Property Company UMIP (2009 to 2014). DrDr. O’Kane co-founded and, from 1998 to 2010, was the Chief Scientific Officer, and a Director of Renovo Group Plc, a UK biotech company. Dr. O’Kane earned a B.Sc (Honours) First Class in Biomedical Sciences from the University of Ulster from which she also earned a Ph.D. in Biomedical Sciences. She also earned a Diploma in Company Direction from the Institute of Directors.
	Committees: • Nominating and Corporate Governance (Chair)	Director Skills and Qualifications: • Dr. O’Kane has extensive experience in healthcare, both in the academic and government realms and in research and development (R&D) capacities. She has served on the board of directors of several biotech and healthcare companies and organizations and has held numerous positions advising healthcare and biotech companies, governmental bodies and universities. Dr. O’Kane was also a co-founder, Chief Scientific Officer and executive director of Renovo Group Plc and was responsible for growing the university spin-out to a public company, and a non-executive director of Iomet Pharma Ltd. Dr. O’Kane received corporate director governance training at the Institute of Directors and Harvard Business School.

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ANDREA SAIA
INDEPENDENT Age 6465 ~~Six~~Seven years of service (since 2016)	~~Retired from~~Andrea Saia served as the Global Head of Vision Care in the Alcon Division of Novartis AG, a global healthcare company, ~~where Ms. Saia served as Global Head of Vision Care~~ from 2011 to 2012. Prior to this role, she served as President and CEO of CibaVision Corporation, a subsidiary of Novartis, from 2008 to 2011. From 2005 to 2007, Ms. Saia served as President of Europe, Middle East and Africa operations, CibaVision’s largest regional business unit. She joined CibaVision in 2002 as Global Head of Marketing and was promoted to President of the Global Lens Business in 2003. Prior to joining Novartis, Ms. Saia was the Chief Marketing Officer for GCG Partners and also held senior management and marketing positions with global consumer products companies such as Procter & Gamble Co., Unilever and Revlon, Inc. Ms. Saia earned her B.S. in Business Administration from Miami University and her M.B.A. from J.L. Kellogg Graduate School of Management.
	Committees: • Audit and Compliance; Nominating and Corporate Governance Other Current Public Company ~~Directorships During the Past Five Years:~~Directorships: • Align Technology, Inc. ~~(current);~~and Outset Medical, Inc. ~~(current)~~	Director Skills and Qualifications: • Ms. Saia is an accomplished global business executive with nearly 40 years’ experience in the medical device and consumer products industries including multinational companies such as Novartis, Unilever, Revlon and Procter & Gamble, and continuing involvement in business matters as a member of the Miami University Farmer School of Business Advisory Board. She has extensive global business experience, a broad understanding of healthcare, medical device and consumer products industries, strong management skills and significant operations experience.

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TODD SCHERMERHORN
INDEPENDENT Age 6162 ~~One~~Three years of service (since 2020)	~~Retired from~~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, ~~where Mr. Schermerhorn served as Senior Vice President and Chief Financial Officer~~ from 2003 tountil his retirement in 2012. Prior to that, he had been Vice President and Treasurer of C. R. Bard (1998 — 2003). From 1985 to 1998, Mr. Schermerhorn held various other management positions with C. R. Bard. Mr. Schermerhorn received a BS from the University of Lowell and an MBA from Babson College.
	Committees: • Audit and Compliance (Chair) Other Current Public Company Directorships: • The Travelers Companies, Inc. Former Public Company Directorships During the Past Five Years: • The ~~Travelers Companies, Inc. (current), The~~ Spectranetics ~~Corporation~~Corporation.	Director Skills and Qualifications: • Mr. Schermerhorn served as the Chief Financial Officer of a publicly traded company and has significant experience and expertise in management, accounting and business operations. Mr. Schermerhorn is also an audit committee financial expert.

~~PETER WILVER~~BROOKE STORY
INDEPENDENT Age 6251 Less than one year of service (since 2022)	~~Retired~~Brooke Story currently serves as Worldwide President, Integrated Diagnostic Solutions at BD (Becton, Dickinson and Company), a position she assumed in April 2021. Prior to that, she 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. Story holds a BS in industrial engineering from the University of Tennessee and an MBA from the University of Michigan.
	Committees: • Nominating and Corporate Governance Former Public Company Directorships During the Past Five Years: • Sigilon Therapeutics	Director Skills and Qualifications: • Ms. Story has over 20 years of experience in the global medical technology industry. Throughout her career, she has excelled in helping large medical device corporations inspire teams, mentor and development talent and deliver economic value.

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PETER WILVER
INDEPENDENT Age 63 One year of service (since 2022)	Peter Wilver served as Executive Vice President and Chief Administrative Officer of Thermo Fisher Scientific Inc., a provider of laboratory products and services, ~~where Mr. Wilver served as Executive Vice President and Chief Administrative Officer~~ from August 2015 to March 2017, and as Senior Vice President and Chief Financial Officer from 2006 ~~through~~until his retirement in July 2015. 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.~~University and is a certified public accountant.
	Committees: • Audit and Compliance; Compensation Other Current Public Company Directorships: • Baxter International Inc., Evoqua Water Technologies Corporation and Shoals Technology Group Former Public Company Directorships During the Past Five Years: • ~~Evoqua Water Technologies Corporation (current), Shoals Technology Group (current),~~ CIRCOR International, Inc. and Tenet Healthcare Corporation	Director Skills and Qualifications: • Mr. Wilver served as the Chief Financial Officer of a publicly traded company and has significant experience and expertise in strategic planning and business development, as well as in leading the financial, accounting and investor functions of large, multinational manufacturing companies. Mr. Wilver is also an audit committee financial expert.

Director Compensation

Overview. The Compensation Committee reviews the total compensation paid to our non-employee directors ~~and non-executive Chair of our Board.~~on an annual basis. The purpose of the review is to ensure that the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties and to compensate our 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 Compensation Committee considers the factors set out in the Company’s remuneration policy ~~and the non-employee director compensation policy~~ which ~~governs~~govern 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, ~~and~~ the Chair of our ~~Board;~~Board (if a non-executive director) and the Lead Director (if the Chair of the Board is an executive director); the level of continuing education required to remain informed of broad corporate governance trends and material developments relevant to strategic initiatives within our company; and the compensation paid to directors at a peer group of companies as determined by the Compensation Committee with advice from its compensation consultant.

2022 Director fees for 2021 for our non-employee directors were consistent with the prior year. In 2021, non-employee directors who served on the Company’s Board received the following fees paid in cash for their service on the Board:

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~~annual board retainer fee of $110,000 ($185,000 for the Board Chair)~~

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~~committee Chair fees:~~

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~~$15,000 (Nominating and Corporate Governance Committee)~~

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~~$20,000 (Compensation Committee)~~

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~~$30,000 (Audit and Compliance Committee)~~

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~~committee member fees (for members other than the committee Chairs):~~

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~~$6,000 (Nominating and Corporate Governance Committee)~~

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~~$8,000 (Compensation Committee)~~

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~~$15,000 (Audit and Compliance Committee)~~

In 2021, each of our non-executive directors was also granted RSUs with a grant date fair market value of $110,000, other than our Board Chair who received an RSU award with a grant date fair market value of $185,000. These are service-based awards that vest after one year. In the event of a termination prior to the end of a director’s term, these RSUs are prorated.

Compensation. The compensation for ~~the~~our non-executive directors remained flat from 2015 through 2021. OnAs previously disclosed, on the advice of its compensation consultant, Pearl Meyer, in 2022, the Compensation Committee recommended to the Board an increase in the grant value of the annual service-based share awards for non-executive directors of $20,000 (to $130,000 for all non-executive directors other than the Chair of the Board, and to $205,000 for the Chair of the Board). On April 20, 2022, the Board approved this increase, which ~~will go into effect~~became effective after the 2022 AGM. In addition, in recognition of the additional work required by members of the ~~NCG~~Nominating and Corporate Governance Committee and by its Chair to oversee the Company’s ESG initiatives, on April 20, 2022, the Board approved a $2,000 increase in the NCG Committee fee other than for the Chair of the NCG Committee, and an increase of $5,000 for the Chair of the NCG Committee. The change ~~will take~~took effect after the 2022 AGM.

Effective after the 2022 AGM, non-employee directors who served on the Company’s Board received the following fees paid in cash for their service on the Board:

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annual Board retainer fee of $110,000 ($185,000 for the Board Chair)

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annual committee Chair fees:

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$20,000 (Nominating and Corporate Governance Committee)

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$20,000 (Compensation Committee)

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$30,000 (Audit and Compliance Committee)

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annual committee member fees (for members other than the committee Chairs):

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$8,000 (Nominating and Corporate Governance Committee)

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$8,000 (Compensation Committee)

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$15,000 (Audit and Compliance Committee)

As discussed above, in 2022, each of our non-executive directors was also granted RSUs with a grant date fair market value of $130,000, other than our Board Chair who received an RSU award with a grant date fair market value of $205,000. These are service-based awards that vest after one year, subject to prorated vesting in the event of separation prior to the end of a director’s term.

The following table sets forth a summary of the compensation due to our non-employee directors in the year ended December 31, ~~2021:~~2022:

Name
Fees Earned in
Cash ($)

Stock
Awards ($)(8)
Total ($)
William Kozy(1)
154,481 184,991 339,472
Daniel Moore(2)
146,519 109,982 256,501
Todd Schermerhorn(3)
133,365 109,982 243,347
Francesco Bianchi . 133,000 109,982 242,982
Alfred Novak . 133,000 109,982 242,982
Andrea Saia(4)
131,000 109,982 240,982
Dr. Sharon O’Kane . 125,000 109,982 234,982
Stacy Enxing Seng(5)
124,692 109,982 234,674
Dr. Arthur Rosenthal(6)
123,308 109,982 233,290
Hugh Morrison(7)
61,923 — 61,923

Name	Fees Earned in Cash ($)		Stock Awards ($)(1)		Total ($)
William Kozy(2)		185,000		204,987		389,987
Francesco Bianchi		133,000		129,958		262,958
Stacy Enxing Seng		130,000		129,958		259,958
Daniel Moore		117,099		129,958		247,057
Alfred Novak(3)		60,288		—		60,288
Dr. Sharon O’Kane		127,747		129,958		257,705
Dr. Arthur Rosenthal(3)		53,489		—		53,489
Andrea Saia		132,099		129,958		262,057
Todd Schermerhorn		140,000		129,958		269,958
Brooke Story		34,630		96,134		130,764
Peter Wilver		73,077		129,958		203,035

(1)

Reflects the fees earned until the 2021 AGM as a member of the Nominating and Corporate Governance Committee and after the 2021 AGM as Chair of the Board. Due to a clerical error, an amount of $2,274.73 was underpaid in 2021 and corrected in 2022.

~~(2)~~

~~Reflects the fees earned until the 2021 AGM as Chair of the Board and after the 2021 AGM as a member of the Nominating and Corporate Governance Committee.~~

~~(3)~~

Reflects the fees earned until the 2021 AGM as a member of the Audit and Compliance Committee and after the 2021 AGM as Chair of the Audit and Compliance Committee. Due to a clerical error, an amount of $495 was underpaid in 2021 and corrected in 2022.

~~(4)~~

Due to a clerical error, Ms. Saia’s 2020 fees were understated by $3,033 in the 2020 Proxy Statement. In addition, due to a clerical error, an amount of $1,533 was overpaid in 2021 and recovered in 2022.

~~(5)~~

Reflects the fees earned until the 2021 AGM as a member of the Compensation Committee and after the 2021 AGM as Chair of the Compensation Committee. Due to a clerical error, an amount of $396 was underpaid in 2021 and corrected in 2022.

~~(6)~~

~~Reflects the fees earned until the 2021 AGM as Chair of the Compensation Committee and after the 2021 AGM as a member of the Compensation Committee.~~

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~~(7)~~

Reflects the fees earned until the 2021 AGM as Chair of the Audit and Compliance Committee. Due to a clerical error, Mr. Morrison’s 2020 fees were overstated by $3,033 in the 2020 Remuneration report. In addition, due to a clerical error, an amount of $1,533 was underpaid in 2021 and corrected in 2022.

~~(8)~~

Amounts reflect the full grant date fair value of RSUs granted in ~~2021~~2022 computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to our directors in “Note ~~2. Basis of Presentation, Use of Accounting Estimates and Significant Accounting Policies~~16. Stock-Based Plans” in the Company’s US Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. The RSUs shown in the table will generally vest on the earlier of (i) ~~June 15, 2022~~the anniversary of the grant date and (ii) the date of a Change in ~~Control.~~Control (as defined in the relevant RSU agreement). As of December 31, ~~2021,~~2022, all RSU awards reflected in the column were unvested. The stock award values shown above correspond to the following number of RSUs: for Mr. Kozy ~~2,264~~3,284 RSUs; for Ms. Story 1,725 RSUs and for all other directors listed above, ~~1,346~~2,082 RSUs.

(2)

Mr. Kozy served all of fiscal 2022 and a portion of fiscal 2023 as an independent director before his appointment as Interim CEO in April 2023.

(2)

Mr. Novak and Dr. Rosenthal were not nominated for re-election at the 2022 AGM and were paid a pro-rated fee in 2022. Neither individual received RSU awards in 2022.

2023 Director Compensation. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board established the Lead Director role in light of Mr. Kozy’s assumption of the additional role of Interim CEO, in addition to his role as Chair of the Board. Based on the increased responsibilities and time commitment assumed by the Lead Director, and on the advice of Pearl Meyer, the Compensation Committee recommended, and the Board approved, an annual retainer for the Lead Director role, if filled, of $30,000. The Compensation Committee did not recommend any additional changes to the compensation of the non-executive directors relative to 2022. Otherwise, during the period of his employment as Interim CEO, Mr. Kozy is deemed to waive any entitlement to director fees and awards that he would otherwise have received in his capacity as a non-executive director and Chair of the Board.

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~~Executive Officers~~EXECUTIVE OFFICERS

Name	Age		Position
~~Damien McDonald~~William Kozy		5771	Interim Chief Executive Officer
Alex Shvartsburg		53	Chief Financial Officer
Michael Hutchinson		52	Senior Vice President, Chief ~~Financial~~Legal Officer and Corporate Secretary
~~Keyna Skeffington~~Marco Dolci		6061	~~Senior Vice~~ President, ~~General Counsel and Corporate Secretary~~Cardiopulmonary Business Unit
~~Marco Dolci~~Trui Hebbelinck		6051	~~President, Cardiopulmonary Business Unit~~
~~Trui Hebbelinck~~		50	Chief Human Resources Officer

~~Damien McDonald~~’sWilliam Kozy’s biographical information is set forth under “Director Nominees.”

Alex Shvartsburg joined LivaNova in September 2017 as Vice President, Finance, Strategy & Innovation ~~(2017 —~~(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 ~~pharmaceutical~~global provider of clinical supply services ~~company~~ (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). ~~Earlier in his career he~~Over the course of twenty years, Mr. Shvartsburg held positions of increasing responsibility in ~~Finance.~~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.

~~Keyna Skeffington~~Michael Hutchinson joined LivaNova in ~~June 2017 in the role of~~November 2022 as Senior Vice President, Chief Legal Officer and Corporate Secretary. He is responsible for the global legal, compliance and corporate governance functions of the Company. Mr. Hutchinson has more than 20 years of experience as an attorney, advisor, and business leader, including more than a decade of leadership and management experience with life science companies such as Stryker Corporation and Varian Medical Solutions. He has successfully and efficiently managed a broad range of legal and business issues, including complex litigation, ESG matters, and government investigations. Mr. Hutchinson’s experience also includes leading and advising on more than 80 acquisitions and integrations. Prior to his role at LivaNova, from March 2022 to November 2022, Mr. Hutchinson served as Senior Vice President, Chief Legal Officer and Corporate Secretary at ByHeart, Inc., a clinical research based infant nutrition company. Mr. Hutchinson served as Senior Vice President, General Counsel at Varian Medical Systems, a Siemens Healthineers Company, from April 2021 to March 2022 and from June 2020 to April 2021, Senior Vice President, Chief Legal Officer and Corporate Secretary, at Varian Medical Systems, a publicly traded medical technology company that was acquired by Siemens Healthineers in April 2021. Prior to joining Varian Medical Systems, Inc., Mr. Hutchinson spent 12 years with Stryker Corporation, a multinational medical technologies company, where he served as Vice President and Advisor to the Chairman and CEO from March 2019 to May 2020 and Vice President, Chief Legal Officer, Corporate Secretary and General Counsel, from September 2013 to March 2019 and ~~became Company Secretary in October 2019. Prior to joining the Company, Ms. Skeffington served in various~~other roles ~~at Medtronic Plc, a medical device company, from 2004 to 2017, most recently as Vice President~~ of ~~Legal — Corporate~~increasing responsibility, including Deputy General Counsel and ~~Securities and Assistant Secretary (2006 to 2017). She also served as Senior~~Chief Legal Counsel ~~for Medtronic’s Cardiac Surgery Business from 2005 to 2006. Before joining Medtronic, Ms. Skeffington was a Partner at the firm now known as Faegre Drinker Biddle & Reath LLP. Ms. Skeffington~~Orthopaedics Group between 2008 and 2013. Mr. Hutchinson holds a ~~BA in International Relations and Russian~~J.D. degree from ~~Mount Holyoke College~~The George Washington University Law School and a JDB.A. degree from ~~Tulane University Law School.~~Clark University.

Marco Dolci joined LivaNova in March 2017 as President, Europe, served as President, Europe and Head of Global Manufacturing Operations (December 2018 to January 2020), SVP, Global Operations and R&D (January 2020 to January 2022) and, since February 2022, President, Cardiopulmonary Business Unit. Prior to joining the Company, Mr. Dolci was with Danaher Corporation, a manufacturing conglomerate, as its Vice President of Danaher Business System — Dental Consumable Platform (April 2016 to March 2017); President of Global Digital Dentistry (November 2014 to April 2016); President — Dental Consumable Platform — EMEA, Asia and Pacific Region (December 2012 to December 2014); and President, Kerr EMEA (October 2010 to December 2012). Prior to his tenure at Danaher, Mr. Dolci served as President and CEO, EMEA for Hitachi Medical System Europe Holding AG. Earlier in his career, he worked in various positions at Eastman Kodak S.A. — Health Care Division, GE Healthcare and Philips Medical Systems. Mr. Dolci holds a master’s degree in nuclear physics from University of Milan and an Executive M.B.A. from Polytechnic University of Milan.

Trui Hebbelinck joined LivaNova in March 2019 as the Company’s Chief Human Resources Officer and oversees global human resources. Prior to joining LivaNova, Ms. Hebbelinck ~~served as~~had progressive HR Business Partner and Talent specialist roles during her 15-year tenure at General Electric, including ten years at GE Healthcare. Her experience also includes five years of VP ~~Human Resources~~HR Operational and VP HR Trading & Supply ~~with Royal Dutch~~experience at Shell ~~plc,~~and for four years she was an HR Director in a global petrochemical company, from September 2015 to March 2019 and as its VP HR Operations UK, Ireland, Nordics, South Africa from January 2014 to September 2015. Prior to Shell, Ms. Hebbelinck served as VP, HR International with General Electric Corporation and in Human Resources with GE Capital Real Estate and GE Healthcare.private hospital. During that time she was a member of the advisory board of the minister of Health. Ms. Hebbelinck earned a Master of Science in Psychology from Ghent University and a post-graduate degree in Business Management & Administration from the University of Leuven.

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Executive Compensation

Compensation Discussion & Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation programs for our Named Executive Officers (“NEOs”) and the oversight exercised by the Compensation Committee in setting executive compensation for the year ended December 31, ~~2021.~~2022. This CD&A supplements and should be read together with the compensation tables and related disclosure following this CD&A.

Our Named Executive Officers

Our NEOs for the year ended December 31, ~~2021~~2022 are:

•

Damien McDonald, Former Chief Executive Officer;

•

Alex Shvartsburg, Chief Financial Officer;

•

Marco Dolci, ~~formerly SVP, Global Operations and R&D and, since February 2022,~~ President, Cardiopulmonary Business Unit;

•

Keyna Skeffington, ~~SVP,~~Senior Advisor and former Senior Vice President, General Counsel and Corporate Secretary; and

•

Trui Hebbelinck, Chief Human Resources Officer.

CD&A Executive Summary

Review of 2022 Performance

The downstream effects of COVID-19 coupled with supply chain and inflationary pressures presented operating challenges for the Company and the global economy throughout 2022. The Company’s performance during the year was balanced by its diverse portfolio and reflected its commitment to driving top-line growth and delivering differentiated products and therapies to patients and physicians, all while navigating a challenging environment.

In 2022, our Cardiopulmonary net revenue increased 3.6% compared to 2021, with growth in the US and Rest of World regions. This growth was primarily driven by oxygenators due to an increase in cardiac surgery procedures and strength in heart-lung machine placements in the Rest of World region. These increases were partially offset by unfavorable foreign currency fluctuations.

Neuromodulation net revenue increased 4.6% compared to 2021, with growth across all regions. This increase was driven by replacement implants as well as improving market dynamics, partially offset by unfavorable foreign currency fluctuations.

ACS net revenue decreased 29.1% compared to 2021, primarily due to a reduction in patients treated with ECMO related to fewer severe COVID-19 cases, product mix and hospital-related challenges. The decrease was partially offset by growth in non-COVID-19 cases.

During 2022, management achieved a number of strategic milestones that are expected to contribute to the Company’s future success:

•

In February, we announced the first patient implanted in the investigational device exemption (IDE) clinical study, OSPREY, which seeks to demonstrate the safety and effectiveness of the LivaNova aura6000™ System in treating obstructive sleep apnea.

•

In March, we announced the 250th patient implanted in the RECOVER clinical study, which aims to demonstrate the safety and effectiveness of VNS Therapy® System as an adjunctive therapy for treatment-resistant depression.

•

In April, we launched the Essenz™ Patient Monitor, a transformative monitoring system that improves clinical efficiency and quality of patient care during cardiopulmonary bypass procedures.

•

Additionally, the company received 510(k) clearance for ECMO from the US Food and Drug Administration (“FDA”) for its LifeSPARC™ system, a next-generation Advanced Circulatory Support pump and controller.

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•

Lastly, in December, LivaNova received a close-out letter from the FDA for the Warning Letter associated with its Munich manufacturing facility and 3T Heater-Cooler™ device, which represents the culmination of the Company’s corrective actions in this area.

2022 — Compensation at Risk

~~As indicated by the pie charts below, a majority of the compensation of the Company’s NEOs is at risk.~~ The Company’s focus on pay for performance is embedded in its compensation programs described more fully in this Compensation, Discussion and Analysis.

~~The~~ A majority of the compensation paid to the Company’s NEOs is at risk, as reflected in the following ~~pie charts~~graphs, which show the relative weighting of target pay for our former CEO and the average for the other NEOs as a group for ~~2021:~~2022. The target pay mix applies to our former CEO and does not reflect the pay mix for our Interim CEO’s compensation.

2022 Short-Term and Long-Term Incentive Payouts

	~~CEO Target Pay Mix~~	2022 Short-Term Incentive Plan			~~NEOs (other than CEO) Average Target Pay Mix~~2020-2022 Adjusted Free-Cash Flow Performance Stock Units (PSUs)			2020-2022 Relative TSR Performance Stock Units (PSUs)
		91.4% of target Reflects performance against a set of financial and non-financial objectives			30.7% of target Reflects 65.3% achievement against our target			73% of target Reflects 41st percentile performance against our rTSR peer group

~~Pay for Performance~~

For 2021, our Short-Term Incentive Plan paid a bonus at greater than 140% of target based on the achievement of set financial and non-financial objectives. The level of performance resulted in the achievement of the performance-based elements of adjusted free cash flow and return on invested capital being earned in our 2021 Long-Term Incentive Plan though the award of those units remains subject to two additional years of service-based vesting. Performance stock units granted in 2019 were subject to a three-year cliff vesting period with vesting contingent upon the Company achieving a three-year (2019-2021) comparative total shareholder return of at least the 30th ~~percentile of the comparator group. As this was not achieved, these PSUs did not vest and all of the related stock units were cancelled.~~ Further details regarding

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these plans, the ~~bonus~~bonuses paid to our NEOs and the elements of our pay-for-performance compensation program are described more fully later in this Compensation Discussion and Analysis.

Executive Compensation Pay Practices

Our market-competitive executive compensation program is designed to attract and retain executives who perform at a high level and contribute to the success of the Company. It also provides strong financial incentives for the NEOs to increase shareholder value. To accomplish these objectives, the Company pays its ~~NEOs~~NEOs: a base salary in cash; a bonus in cash based on whether the metrics of the Short-Term Incentive Plan are achieved; equity in the form of service-based awards and performance-based awards; and other employment benefits. All of these items are more fully described in this Compensation Discussion and Analysis and in the narrative and tables below.

The following table sets out what we do and what we do not do in our executive compensation program to drive results for our shareholders:

		What We DO:				What We DO NOT Do:
		Target NEO pay around the market median to attract, motivate and retain talented executive officers with the skills and experience to ensure our long-term success				We ~~prohibit the payment of~~do not pay excise tax gross-ups

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		What We DO:				What We DO NOT Do:
		Use multiple pay and award vehicles that work together to reward performance and retain talent, while maintaining alignment with shareholder interests				We ~~prohibit~~do not reprice stock ~~option repricing and~~options or award discounted stock option grants
		Reward individual performance with base salary and a cash-based short-term bonus while ensuring a meaningful link to our operational performance and shareholder interests				We ~~prohibit~~do not allow hedging transactions for any type of Company security, including without limitation puts, calls, equity swaps, collars, exchange funds, prepaid variable forwards or other financial instruments or derivative securities
		Balance the components of compensation so that short-term (annual) and long-term performance objectives are recognized because our success depends on our executive officers being focused on critical strategic and tactical objectives, both in the short-term and long-term				We ~~prohibit~~do not allow our officers or directors ~~from pledging~~to pledge Company securities
		Pay a substantial portion of each NEO’s compensation as variable pay contingent upon the achievement of our business objectives
		Require NEOs to have a meaningful ownership interest in the Company with stock ownership requirements
		Vest equity awards over time to promote retention and mitigate risks
		~~Have~~Retain the ability to ~~clawback~~recoup awards in specified situations through our LivaNova Compensation Recoupment Policy

~~Participants in Executive Compensation Design and Decision-Making Process~~

Role of the Compensation Committee

The Compensation Committee determines our compensation philosophy and program design and is the decision-making body on all matters relating to the compensation paid to our NEOs. The Compensation

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Committee has the sole authority to retain and terminate a compensation consultant to assist with its responsibilities as well as the sole authority to approve the compensation consultant’s fees, which the Company pays. For more information about the Compensation Committee, its members and its duties as set forth in its charter, please refer to the section entitled “Corporate Governance — Role of the Board of Directors” beginning on page 46 of this proxy statement.

Consideration of Prior Year’s Say on Pay Vote

At the 2022 AGM, our “Say on Pay” proposal regarding NEO compensation garnered shareholder support of approximately 90.1% of the votes cast. The advisory vote on the UK directors’ remuneration report regarding executive and non-executive director remuneration also showed strong support with approximately 96.4% approval of the votes cast. Each of these proposals is voted on annually. As a result of the positive say-on-pay vote, the Compensation Committee concluded that the company’s executive compensation programs are performing as intended and therefore determined not to make any changes to the core structure of the programs.

LivaNova’s Compensation Committee considers its remuneration policy annually to ensure that it remains aligned with business needs and is appropriately positioned relative to the market. In the absence of exceptional unexpected circumstances requiring a change to that policy, however, there is no intention to change the policy, and we have not revised the policy more frequently than every three years as required by the UK Companies Act 2006. The remuneration policy applies to our directors, including our Interim CEO, who is also our sole executive director. The remuneration policy received the support of approximately 98.6% of the votes cast in 2022.

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Role of the Compensation Consultant

~~The~~For 2022, the Compensation Committee directly ~~engages a~~engaged an independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to advise it on competitive pay practices, recommend a peer group for compensation purposes, provide market data and assist usthe Compensation Committee in the analysis of that data. During ~~2021,~~2022, Pearl Meyer did not perform any services for the Company or any of its executive officers or other employees. Based on these factors, the Compensation Committee’s evaluation of Pearl Meyer’s independence pursuant to the requirements approved and adopted by the SEC and Nasdaq and information provided by Pearl Meyer, the Compensation Committee determined that the work performed by Pearl Meyer did not raise any conflicts of interest.

Role of the CEO

Our Compensation Committee works with our executive management, including our CEO, to oversee our executive compensation program. Our CEO plays a key role in the process as it relates to executive officers other than himself. For the NEOs other than himself, our CEO:

•

Recommends performance objectives for our annual short-term incentive plan (“STIP”);

•

Recommends adjustments to annual base salaries and target amounts under our STIP;

•

Recommends equity incentive awards under our long-term incentive plan (“LTIP”);

•

Prepares an evaluation of each executive officer; and

•

Prepares an analysis of performance objective achievements and recommends annual bonus amounts.

~~With~~During 2022, with respect to himself, our former CEO ~~prepares~~prepared a self-evaluation that iswas reviewed by the Compensation Committee and used by the Compensation Committee in setting his compensation.

Executive Compensation Philosophy

The Compensation Committee has structured the Company’s executive compensation program to incentivize our NEOs to perform at the highest level, take appropriate risks and drive shareholder return in the short and ~~long term.~~long-term. We determine the compensation strategy for our NEOs and oversee its operation to ensure our goals — shareholder alignment, rewarding appropriate performance and competitive pay — are achieved in practice.

Our executive compensation program aims to ensure that we recruit and retain key executive officers responsible for our success and align the interests of our executive officers, including our NEOs, with shareholders. To achieve these ends, the Compensation Committee’s executive compensation decisions are based on the following principal objectives:

•

Providing a competitive compensation package that attracts, motivates and retains talented executive officers with the skills and experience to ensure our long-term success, and enhance shareholder value. We ~~have included~~utilize multiple pay and reward vehicles that work together to achieve our overall compensation objectives. These vehicles deliver a competitive package that focuses on rewarding performance and retaining talent, while maintaining alignment with shareholder interests.

•

Ensuring a meaningful link to our operational performance, shareholder interests, corporate governance and the total compensation received by our executive officers. A substantial portion of each executive officer’s compensation is based on the collective performance of our management team, as measured by the achievement of specific, key company objectives. The emphasis on overall performance is designed to focus our executive officers, working as a team, on a common purpose,

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using shared performance standards aligned with shareholder interests and the highest levels of integrity, teamwork and ethical standards within the Company.

•

Balancing the components of compensation so that short-term (annual) and long-term performance objectives are ~~recognized.~~recognized. Our success depends on our executive officers being focused on the critical strategic and tactical objectives, both short-term and long-term, that lead to our success as a company. The components of our compensation package, coupled with the performance objectives,

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align our executive compensation with our business objectives. The design of the program, the selected performance objectives, and the timing of awards and pay-outs are all intended to drive business performance and increase shareholder returns.

•

Considering, among other things, comparable pay levels and structures in the US, the UK and the international medical devices ~~industry.~~industry. Given the industry in which we compete, and the multinational nature of the Company and its operations, we believe that it is critical to consider pay levels and structures across the US, the UK and the international medical devices industry to establish competitive compensation levels for our executive officers.

How We Establish Executive Compensation Levels

In making executive compensation determinations, the Compensation Committee relies on several factors to set compensation elements and compensation targets consistent with our executive compensation program objectives. These factors include:

•

Assessment of Company Performance. The Compensation Committee establishes specific, objectively measurable company financial and non-financial performance ~~objectives~~goals that the Board, the Compensation Committee and management believe will drive shareholder value. ~~Achievement or failure to achieve those~~The relative achievement of the performance objectives determines substantially all of the pay-outs under the STIP ~~(individual objectives may also be relevant depending on the year)~~ and ~~the lapsing or not of~~whether forfeiture restrictions on performance-based equity incentive awards lapse under the LTIP.

•

Assessment of Individual Performance. Individual performance ~~has~~is a ~~strong impact on compensation.~~key consideration in our compensation decisions.

•

CEO. The Compensation Committee meets with our CEO at the end of ~~the~~each fiscal year to agree on the CEO’s performance objectives for the next year. At the end of the fiscal year, the Compensation Committee and the Chair of the Board or the Lead Director (if the Chair of the Board is an executive director) meet in executive session to assess the CEO’s performance against his performance objectives, his contribution to our performance, his ethics and integrity and other leadership attributes.

•

Other NEOs. For all other NEOs, the Compensation Committee receives performance assessments and compensation recommendations from the CEO and also exercises its judgment based on the Board’s interactions with the individuals. As with the CEO, an executive officer’s performance assessment is based on individual achievements and contributions, contribution to ~~our company’s~~Company performance, ethics and integrity and other leadership accomplishments.

•

Benchmarking Analysis. The Compensation Committee reviews ~~peer-group~~peer group data as a market check for compensation decisions but does not base compensation targets on ~~peer-group~~peer group data alone. ~~The~~In particular, the Compensation Committee compares the overall pay of individual NEOs to the most relevant benchmarking data available from its independent ~~advisor,~~compensation consultant, Pearl Meyer. ~~The NEOs’~~In setting NEO pay, ~~is driven primarily by~~the Compensation Committee predominantly considers individual and Company performance, as well as internal pay equity; peer group data is used as a market check to compare individual pay to comparable roles among our peer group. To perform the benchmark analysis, Pearl Meyer uses ~~the peer group companies as well as~~ survey data from Radford Aon, ~~to perform the benchmark analysis. Radford Aon~~which is the compensation survey platform LivaNova uses for salary benchmark ~~data.~~data, as well as data from a pre-established peer group selected by the Compensation Committee.

The peer group used to benchmark executive compensation for the year ended December 31, ~~2021~~2022 consisted of the following companies selected by the Compensation Committee based upon the recommendation of its independent compensation consultant, Pearl Meyer:

	• Abiomed, ~~Inc~~Inc.			• Integra LifeSciences Holdings Corporation
	• Avanos Medical, Inc.			~~iRhythm Technologies, Inc.~~ • Masimo Corporation
	~~Cantel Medical Corp.~~ • CONMED Corporation			~~Masimo Corporation~~ • Merit Medical Systems, Inc.
	~~CONMED Corporation~~ • Globus Medical, Inc.			~~Merit Medical Systems, Inc.~~ • Nevro Corp.

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	~~Envista Holdings~~ • Haemonetics Corporation			~~Nevro Corp.~~ • NuVasive, Inc.
	~~Globus~~ • ICU Medical, Inc.			~~Nuvasive,~~ • Penumbra, Inc.
	~~Haemonetics~~ • Integer Holdings, Corporation			~~Penumbra, Inc.~~
	~~Hill-Rom Holdings, Inc.~~			~~STERIS plc~~
	~~ICU Medical, Inc.~~			• Tandem Diabetics Care, Inc.
	~~Integer Holdings, Corporation~~			~~The Cooper Companies, Inc.~~

~~Five~~Compared to the peer group used to benchmark executive compensation for the year ended December 31, 2021, the 2022 compensation peer group excluded six companies ~~Penumbra, Inc., Tandem Diabetes Care, Inc., Nevro~~represented in the 2021 compensation peer group, namely Cantel Medical Corp., Envista Holdings Corporation, ~~and iRythm~~Hill-Rom Holdings, Inc., iRhythm Technologies, Inc., ~~were added to form this year’s peer group~~STERIS plc and ~~five companies, DexCom,~~The Cooper Companies, Inc.~~, Hologic, Inc., ResMed Inc., Varian~~ Cantel Medical ~~Systems, Inc.~~Corp. and ~~Wright Medical Group N.V., were removed from the peer group used last year. Varian Medical Systems, Inc. and Wright Medical Group N.V.~~Hill-Rom Holdings were removed because they were acquired and are no longer ~~stand-alone~~stand alone public companies. The other four companies were removed by the Compensation Committee, ~~decided to make~~upon the ~~changes, with the advice~~recommendation of Pearl Meyer, to better align the peer group to the Company based on number of employees, revenue and market capitalization.

•

Overall Competitiveness. The Compensation Committee uses aggregated market data from the Radford Aon survey data as well as the peer group 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.

•

UK Remuneration Policy. For our Interim CEO, who is also a director, the Compensation Committee must also ensure that any compensation plan it approves for him is consistent with our shareholder-approved UK remuneration policy. Under English company law, we are obliged to adopt a remuneration policy for our directors, including our Interim CEO, who is also a director. Under our shareholder-approved remuneration policy, our CEO’s maximum short-term incentive opportunity cannot exceed 200% of his base salary. In the case of a calculated payment higher than 200%, the Compensation Committee would affirmatively act to reduce the award to not exceed 200% of his base salary in compliance with the UK remuneration policy.

Elements of Compensation

Base Salary

Purpose: Attract and retain NEOs; compensate for individual performance

Key Features:

•

Fixed annually at the beginning of the financial year by the Compensation Committee

•

Measured against the compensation peer group

•

Serves as the baseline from which short-term incentives are calculated

•

Each of the NEOs is party to an employment agreement that provides for a specified base salary.

The annual base salaries of our NEOs are an important part of their total compensation package and are intended to reflect their respective positions, duties and responsibilities. Base salaries help balance the incentive portions of the compensation program and thereby provide stability and reduce the incentive for excessive risk-taking.

In establishing base salaries, the Compensation Committee considers the following factors:

•

Individual performance during the recently ~~concluded~~completed financial year and potential future contribution;

•

Responsibilities, including any recent changes in those responsibilities;

•

Level of expertise and experience of the NEO;

•

Strategic importance of athe NEO’s position;

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•

Internal pay equity among positions; and

•

Competitive benchmarking data.

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On February ~~21, 2021,~~16, 2022, the Compensation Committee approved the base salaries of our NEOs effective as of April 1, ~~2021. With~~2022. For all the ~~exception of~~NEOs other than Mr. Shvartsburg, the Compensation Committee granted a 3% merit increase. For Mr. Shvartsburg, the Compensation Committee approved a 9% increase to £360,000, predominately to align his base pay with market data. Further, on December 14, 2022, the Compensation Committee approved an increase into Mr. Shvartsburg’s base salary ~~paid~~ to ~~Mr. Shvartsburg whose position changed from interim CFO to CFO, none of the NEOs’ salaries changed in 2021 from 2020, in part in light of the continued uncertainty related to COVID-19 pandemic.~~£430,000 annually, effective January 1, 2023. The salary increase encompassed both an accelerated 2023 merit increase as well as a market calibration adjustment as Chief Financial Officer.

The Company pays its NEOs in local currencies and not in ~~U.S.~~US dollars. ~~Other than with respect to Mr. Shvartsburg, the~~The change in base salary shown in US dollars in the table below ~~is a result of a~~reflects both the base salary increases referenced above, as well as the change in the exchange rate ~~from December 31, 2020~~used for 2022 relative to the ~~2020 data to that in December 31, 2021~~exchange rate used for ~~the 2021 data and the inclusion of a lower salary in the months of January through March 2020 before there was a merit increase in base salaries for the NEOs, effective April 1, 2020.~~2021.

	Currency		2021 Base Salary (local currency)		2020 Base Salary (local currency)(1)		Change from 2020		2021 Base Salary ($)(2)		2020 Base Salary ($)(2)		Currency		2022 Base Salary (local currency)(1)		2021 Base Salary (local currency)(1)		Change from 2021		2022 Base Salary ($)(1,2)		2021 Base Salary ($)(1,2)
Damien McDonald		GBP		768,075		768,075		0%		1,056,456		985,394		GBP		791,117		768,075		3.0%		974,545		1,056,456
Alex Shvartsburg		GBP		330,000		242,050		36%		453,898		310,535		GBP		360,000		330,000		9.1%		443,470		453,902
Marco Dolci		EUR		500,000		500,000		0%		591,140		570,190		EUR		515,000		500,000		3.0%		541,255		591,140
Keyna Skeffington		GBP		360,400		360,400		0%		495,712		462,372		GBP		371,212		360,400		3.0%		457,281		495,716
Trui Hebbelinck		GBP		300,000		300,000		0%		412,635		384,882		GBP		309,000		300,000		3.0%		380,645		412,638

(1)

For all NEOs, the amounts in this column represent the annual base salary effective from April 1 ~~2020.~~of the respective year.

(2)

For salary amounts, we used an exchange rate of ~~$1.3754~~$1.23186 per British Pound and exchange rate of ~~$1.18228~~$1.05098 per Euro for ~~2021~~2022 base salary. The exchange rate shown here for the ~~2020~~2021 data and in the proxy statement for the ~~2020~~2021 AGM was ~~$1.28294~~$1.3754 per British Pound and ~~$1.14038~~exchange rate of $1.18228 per Euro. The exchange rates reflect the applicable period average published rate from our BOPC Accounting System between January 1 and December 31 of the respective calendar year. The BOPC Accounting System uses Bloomberg as a source to obtain exchange rates.

Short-Term Incentives: ~~2021~~2022 Short-Term Incentive Plan (the ~~“2021~~“2022 STIP”)

Purpose: Our STIP provides incentives that compensate our executive officers for achieving certain short-term objectives ~~as described below~~ intended to enhance shareholder value. ~~It also promotes~~In addition, the STIP is designed to promote the retention of our NEOs.

~~The~~In particular, the STIP provides formulaic incentives to achieve or exceed a predetermined set of financial objectives, ~~to generate revenue in 2021 and beyond. The elements~~with the final payout for our NEOs modified on the basis of the ~~2021~~achievement of non-financial goals. For the 2022 STIP, ~~were as follows:~~

•

for all NEOs, the financial objectives related to Net Sales ~~were~~ and Adjusted Net Income. In the case of Mr. Dolci, the 2022 STIP financial objectives also included Net Sales and Adjusted Operating Income, in each case for the Cardiopulmonary business unit. For purposes of the 2022 STIP:

•

“Net Sales” is defined as our net sales for 2022 at budgeted currency exchange rates, excluding net sales from any acquisitions ~~(valued at 60% of financial objectives);~~and divestitures in 2022.

•

“Adjusted Net ~~Income~~ ~~was our non-GAAP~~Income” is defined 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.

•

“Adjusted Operating Income” is defined as operating income of the business unit at 2022 budgeted currency rates, after adjustments for the effects of acquisitions, divestitures, restructuring and other strategic transactions, as well as special items, ~~including 3T Heater Cooler remediation and~~ significant and unusual litigation ~~including 3T Heater Cooler litigation,~~ and equity ~~compensation (valued at 40% of financial objectives)~~

•

~~Non-financial objectives as follows that are combined into a modifier of the payout under the STIP:~~

•

~~Clinical Study~~ ~~projects that include enrollment objectives for two clinical studies (each valued at 25% for a total of 50%);~~

•

~~Regulatory Project~~ ~~related to a regulatory submissions objective (valued at 20%);~~

•

~~Publication~~ ~~goal related to publications in peer viewed journals (valued at 20%); and~~

•

~~Product Development~~ ~~objective related to two key milestones for new product development (each valued at 5% for a total of 10%).~~compensation.

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•

After considering the achievement of the financial objectives under the STIP, final payouts for our NEOs are subject to a modifier based on non-financial objectives. For the 2022 STIP, the following non-financial objectives were combined to create a payout modifier:

•

Clinical Study projects in Difficult-to-Treat Depression (DTD), Heart Failure (HF) and Obstructive Sleep Apnea (OSA);

•

Product Development objectives related to three key milestones for new product development in our Epilepsy business; and

•

Regulatory Projects objectives related to our Cardiopulmonary (CP) and ACS business.

Key Features:

•

Annual cash-based bonus plan expressed as a percentage of the NEO’s weighted average base salary conditioned on achievement of certain financials and non-financial metrics, per the following formulas.

For all our NEOs, except Mr. Dolci, the calculation is based on the following formula:

Where BPF stands for Business Performance Factor (“BPF”), a formulaic calculation based on ~~the above described~~ financial and non-financial objectives. The BPF is calculated as follows:

Where LIVN Financial PF stands for LivaNova Financial Performance Factor and is calculated based on the above-described financial metrics per the following formula, and LIVN NF goals modifier is the above-described modifier based on Non-Financial Objectives.

•

For Mr. Dolci, given his role as President of the Cardiopulmonary business unit, the financial component of his 2022 STIP payout included both the results of LivaNova (with a 30% weight) as well as the specific financial results of the Cardiopulmonary business unit (with a 70% weight). The Cardiopulmonary financial performance factor was calculated based on achievement of a revenue target (with a 60% weight) and targeted adjusted operating income (with a 40% weight). The outcome of the financial calculation was then modified by the same LIVN NF goals modifier applicable to all other NEOs. As a result, his 2022 STIP payout was calculated according to the following formula:

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

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The Non-Financial Goal Modifier is capped at 100% if the Adjusted Net Income target is not achieved.

The table below shows the minimum, target and maximum achievement of the short-term incentive payment under the ~~2021~~2022 STIP for each of the NEOs:

Name	2021 STIP Minimum (Percentage of Base Salary)		2021 STIP Target (Percentage of Base Salary)		2021 STIP Maximum (Percentage of Base Salary)(1)		2022 STIP Minimum (Percentage of Base Salary)		2022 STIP Target (Percentage of Base Salary)		2022 STIP Maximum (Percentage of Base Salary)(1)
Damien McDonald		0%		125%		200.0%		0%		125%		200.0%
Alex Shvartsburg~~(2)~~		0%		65%		121.9%		0%		65%		121.9%
Marco Dolci(2)		0%		60%		112.5%		0%		65%		121.9%
Keyna Skeffington		0%		70%		131.2%		0%		70%		131.2%
Trui Hebbelinck		0%		65%		121.9%		0%		65%		121.9%

(1)

These percentages represent 160% of the target bonus opportunity for Mr. McDonald and 187.5% of the target bonus opportunity for the other NEOs.

(2)

From January through March 2022, Mr. ~~Shvartsburg had a change in~~Dolci’s target bonus percentage ~~in 2021. His~~was set at 60% of his base salary. As a result of his promotion to President of the Cardiopulmonary business unit, Mr. Dolci’s target ~~was at 50% from January through July 2021 and then~~bonus percentage increased to 65% of his base salary effective ~~August~~April 1, ~~2021 in connection with the transition from interim CFO to CFO.~~2022.

~~2021~~2022 Short-Term Incentive Plan Pay-Out

Bonuses are based on performance over the calendar year, which is also our financial year, and are generally paid in April of the following year after completion of the audit of our annual financial statements. The Company’s performance in ~~2021,~~2022, as defined by the ~~2021~~2022 STIP, was as follows:

Financial Objectives:

Objective Target ($) Achievement ($) Achievement (%) Financial Payout (%)
Net Sales 950M 1,033.5M 108.8 144
Adjusted Net Income 76.7M 106.7M 139.1 150

LIVN Objective

	Weight (%)		Target ($M)		Achievement ($M)		Achievement (%)		Financial Payout (%)
Net Sales		60		1,047.1		1,070.4		102.2%		111.1%
Adjusted Net Income		40		143.8		129.2		89.8%		61.9%
							LIVN Fin. PF			91.4%

Cardiopulmonary Business Unit Objective

	Weight (%)		Target ($M)		Achievement ($M)		Achievement (%)		Financial Payout (%)
Net Sales		60		491.3		535.1		108.9%		144.6%
Adjusted Operating Income		40		70.7		73.6		104.1%		110.2%
							CP BU Fin. PF			130.8%

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Non-Financial ~~Objectives~~:Objectives:

Objectives Weight (%) Achievement (%)
Weighted
Achievement (%)

Non-Financial
Payout (%)

Clinical Study Projects(1)
50 50 25
Regulatory Project 20 0 0
Publication Goal(2)
20 75 15
Product Development(1)
10 50 5
Total 45 97.5

Performance against our 2022 non-financial goals resulted in 65% achievement which would have resulted in a 107.5% non-financial modifier of our STIP pay-out. However, as our 2022 Adjusted Net Income target was not achieved, the modifier was capped at 100%.

The following table summarizes our performance relative to our non-financial goals for purposes of the 2022 STIP.

Business
Area

Description

Achievement

Achievement
description

Weight (%)

Achievement
(%)(1)

DTD

First interim analysis completed for the Unipolar cohort by target date

Achieved

250th Unipolar patient randomized into the study by target date which triggered the first interim analysis

15%

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

Not Achieved

Target number of bipolar patients unmet due to focus on achieving a successful Unipolar interim analysis.

10%

First interim analysis completed by end target date

Achieved

Interim analysis completed by target date

10%

Either

— Pre-Market Approval (PMA) Clinical Module submitted by target date (if first IA hits criteria); or

— Randomized target patients by target date

Achieved

Because the conditions for PMA filing were not met at the initial interim analysis, this goal becomes “Randomize target patients by target date.” The target number of randomized have been achieved by the target date.

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Business
Area

Description

Achievement

Achievement
description

Weight (%)

Achievement
(%)(1)

OSA

Target number of randomized patients by target date

Not Achieved

Target number of patients not achieved by the target date

10%

Epilepsy

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

Achieved

All milestones achieved by the target date

15%

Essenz CE Mark submission completed by target date

Achieved

Essenz CE Mark was submitted by target date

10%

Essenz FDA submission completed by target date

Achieved

Essenz CE Mark was submitted by target date

10%

ACS

510K regulatory clearance of LifeSPARC pump ECMO, Cannula and Oxygenator by target date, each weighted 5%

Not Achieved

Clearance was either obtained after the target date or not obtained

15%

Total

100%

65%

(1)

~~One Clinical Study objective and one~~Achievement for each goal is capped at 100% of ~~the two key milestones relating to the Product Development objective were achieved.~~its assigned weight.

~~(2)~~

The initial Publication goal referenced an H-index target for the publications and that target was not met. The Committee recognized that the number of published publications in peer reviewed journals within the timeline articulated was met and, more importantly, that the purpose behind the Publication goal had been achieved, i.e., to increase clinical evidence in Neuromodulation and improve adoption among key opinion leaders, patients and payors. Upon reflection, the Committee determined that the H-index target was not an integral part of the Publication goal and accordingly, the Committee determined that the Publication goal was achieved. Nevertheless, because the goal as explicitly stated was not met, the Committee felt a reduction was appropriate, and accordingly, awarded a value of 15% in relation to the Publication goal, as opposed to 20%, resulting in a total 45% achievement on the Non-Financial Goals and 97.5% Non-Financial Goals Modifier.

~~Business Performance Factor~~STIP payout:

As a result of achievement ~~on Financial~~of our 2022 STIP financial and ~~Non-Financial~~non-financial objectives, the ~~Business Performance Factor (“BPF”)~~STIP produced a payout of ~~142.7%~~91.4% of ~~target.~~ target for all of the NEOs other than Mr. Dolci for whom the STIP payout was 119.0%.

The following table shows the target bonus amount, the BPF and the amount paid to each NEO under the 2022 STIP:

	2021 Target Bonus ($)(1)		BPF		2021 Bonus payout ($)(1)(2)		2022 STIP Target ($)(1)		STIP Payout %		2022 STIP Payout ($)(1)
Damien McDonald		1,320,571		142.7%		1,884,454		1,209,433		91.4%		1,105,422
Alex Shvartsburg		220,359		142.7%		314,453		282,332		91.4%		285,051
Marco Dolci(2)		354,685		142.7%		506,136		342,810		119.0%		407,944
Keyna Skeffington		347,001		142.7%		495,170		317,798		91.4%		290,467
Trui Hebbelinck		268,215		142.7%		382,742		245,642		91.4%		224,517

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(1)

For payout amounts, we used an exchange rate of ~~$1.37545~~$1.23186 per British Pound and exchange rate of ~~$1.18228~~$1.05098 per Euro, each of which reflects the applicable period average published rate from our BOPC Accounting System between January 1, ~~2021~~2022 and December 31, ~~2021.~~2022.

(2)

~~BPF = (60%~~The 2022 STIP Payout for Mr. Dolci was calculated as follows: (30% x ~~144%~~91.4% + ~~40%~~70% x ~~150%~~130.8%) x ~~97.50%~~100% = ~~142.7%. 144% is~~119.0%, with 91.4% representing the ~~Net Sales Payout percentage payout~~Company financial performance factor, 130.8% representing the Cardiopulmonary business unit financial performance factor and ~~150% is~~100% as the ~~Adjusted Net Income percentage payout.~~non-financial goal modifier.

Long-Term Incentives: ~~2021~~2022 Long-Term Incentive Plan (the ~~“2021~~“2022 LTIP”)

Purpose: Promote our long-term success and enhance our value by providing employees with an incentive for outstanding performance to generate superior returns for our shareholders. The plan also provides flexibility as we seek to motivate, attract and retain the services of the NEOs upon whose judgment, interest and special effort the successful conduct of our operations is largely dependent.

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Key Features:

•

Service-Based ~~Awards~~:Awards:

•

Restricted Stock Units vest in substantially equal amounts on each of the first four anniversaries of the grant date

•

Stock Appreciation Rights vest in substantially equal amounts on each of the first four anniversaries of the grant date. SARs have a ~~10 year~~10-year expiration period from grant date

•

Performance-Based Awards:

•

Relative Total Shareholder Return (rTSR) Performance Stock Units are subject to a three-year relative total shareholder return market condition

•

Adjusted Free Cash Flow (FCF) Performance Stock Units are subject to achievement of a cumulative adjusted free cash flow target

•

Return on Invested Capital (ROIC) Performance Stock Units are subject to achievement of a minimum threshold Return on Invested Capital target

We typically grant equity awards to executive officers under the ~~2021~~2022 LTIP on the same date we grant 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 his/her employment with the Company. The predetermined quarterly grant dates are March 30, June 15, September 15 and December 15. There is no formal policy providing any affirmative right to an LTIP award.

~~2021~~2022 LTIP Design

On March ~~30, 2021,~~28, 2022, the Compensation Committee approved our ~~2021~~2022 LTIP in which all NEOs participate. Pursuant to the ~~2021~~2022 LTIP, the Compensation Committee approved an equity award value for each of the five award vehicles for each participant. The grant date fair value of equity awards made to the NEOs under the ~~2021~~2022 LTIP were as follows:

	RSUs ($)		SARs ($)		rTSR PSUs ($)		FCF PSUs ($)		ROIC PSUs ($)		Total Award Value ($)		RSUs ($)		SARs ($)		rTSR PSUs ($)		FCF PSUs ($)		ROIC PSUs ($)		Total Award Value ($)
Damien McDonald		1,500,000		1,250,000		1,500,000		750,000		750,000		5,750,000		1,500,000		1,250,000		1,500,000		750,000		750,000		5,750,000
Alex Shvartsburg		250,000		250,000		250,000		125,000		125,000		1,000,000		300,000		300,000		300,000		150,000		150,000		1,200,000
Marco Dolci		250,000		250,000		250,000		125,000		125,000		1,000,000		250,000		250,000		250,000		125,000		125,000		1,000,000
Keyna Skeffington		250,000		250,000		250,000		125,000		125,000		1,000,000		250,000		250,000		250,000		125,000		125,000		1,000,000
Trui Hebbelinck		200,000		200,000		200,000		100,000		100,000		800,000		225,000		225,000		225,000		112,500		112,500		900,000

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Service-Based Elements:

Restricted Stock Units (“RSUs”)

Each NEO received an award of service-based RSUs vesting in substantially equal amounts on each of the first four anniversaries of the grant date. The Compensation 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~~Ordinary Share of our stock on Nasdaq as of the grant date and rounding down to the nearest whole unit. The first vesting occurred on March 30, ~~2022.~~2023.

Stock Appreciation Rights (“SARs”)

Each NEO received an award of SARs vesting in substantially equal amounts on each of the first four anniversaries of the grant date. The Compensation Committee determined the number of SARs awarded to each participant by dividing the award value by the Black-Scholes value of a SAR based on the most recent closing price of an ~~ordinary share~~Ordinary Share of our stock on the Nasdaq as of the grant date and rounding down to the nearest whole unit. The first vesting occurred on March 30, ~~2022.~~

2023.

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Performance-Based Elements:

Relative Total Shareholder Return Performance Stock Units (“~~2021~~2022 rTSR PSUs”)

Each NEO received an award of PSUs subject to a three-year rTSR market condition. At the end of calendar year ~~2023,~~2024, our ~~TSR~~total shareholder return for the three-year period ~~2021~~2022 through ~~2023~~2024 will be compared to the ~~TSR~~total shareholder return for a group of companies (the ~~“2021~~“2022 rTSR Comparator Group”) selected by the Compensation Committee in consultation with ~~the advice of~~ its independent compensation consultant, Pearl ~~Meyer, and the~~Meyer. The number of shares of our stock actually delivered to the participants will be determined by the following chart, with linear interpolation applied between specified levels.

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

The following companies comprise the ~~2021~~2022 rTSR Comparator Group:

• Abiomed, Inc.*	~~Invacare~~ • Insulet Corporation		• Nevro Corp.
• Avanos Medical, Inc.	~~iRhythm Technologies,~~ • Integer Holdings Corporation		• NuVasive, Inc.
• Boston Scientific Corporation	~~Masimo Corporation~~ • Integra LifeSciences Holdings Corp.		• Orthofix Medical Inc.
• CONMED Corporation	~~Medtronic plc~~ • Invacare Corporation		• Penumbra Inc.
• DexCom, Inc.	~~Merit Medical Systems,~~ • iRhythm Technologies, Inc.		• ResMed Inc.
• Edwards Lifesciences Corporation	~~Natus Medical Incorporated~~
~~Envista Holdings Corporation~~ • Globus Medical, Inc.	~~Nevro Corp.~~ • Masimo Corporation		• Smith & Nephew plc
~~Globus Medical, Inc.~~ • Haemonetics Corporation	~~NuVasive,~~ • Medtronic plc		• Tandem Diabetes Care, Inc.
~~Haemonetics Corporation~~ • Hologic, Inc.	~~Penumbra~~ • Merit Medical Systems, Inc.		• Teleflex Incorporated Intuitive Surgical, Inc.
~~Hill-Rom Holdings,~~ • ICU Medical, Inc.	~~ResMed Inc.~~	• Natus Medical Incorporated*
~~Hologic, Inc.~~	~~Smith & Nephew plc~~
~~ICU Medical, Inc.~~	~~STERIS plc~~
~~Insulet Corporation~~	~~Tandem Diabetes Care, Inc.~~
~~Integer Holdings Corporation~~	~~Teleflex Incorporated~~
~~Integra LifeSciences Holdings Corp.~~	~~The Cooper Companies, Inc.~~
~~Intuitive Surgical, Inc.~~	• Zimmer Biomet Holdings, Inc.

Abiomed, Inc. was acquired by Johnson & Johnson in December 2022. Natus Medical Incorporated was acquired by Archmed SAS in July 2022.

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Companies included in the ~~2021~~2022 rTSR Comparator Group are in the healthcare industry and have, with the exception of Nevro Corp., revenue in excess of $500 million. These companies were chosen because they are generally in the same sector as the Company and the comparison seeks to show the Company’s performance against peers in the Company’s area of business.

Adjusted Free Cash Flow PSUs (“FCF PSUs”)

In ~~2021,~~2022, each NEO received an award of PSUs subject to achievement of a ~~one-year~~three-year cumulative adjusted free cash flow target. The FCF PSUs granted in March ~~2021~~2022 are subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving ~~adjusted FCF~~ threshold ~~(equivalent to 60%~~and target levels of ~~target) and the target adjusted FCF of $35.5 million.~~

For 2021, the FCF PSUs were granted with a one-year performance period rather than the three-year performance period used for grants in prior years because of the substantial continued uncertainty resulting

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from the global pandemic at the time the awards were granted. Earned FCF PSUs remain subject to service-based vesting for an additional two years (for a total of a three-year cliff vesting period), at which time the earned FCF PSU awards are settled in shares of our common stock. We returned to a three-year performance period for FCF PSU awards granted in 2022.FCF.

The Compensation Committee determined the number of FCF PSUs awarded to each participant by dividing the award value by the most recent closing price of an ~~ordinary share~~Ordinary Share of our stock on Nasdaq as of the grant date and rounding down to the nearest whole unit. The FCF PSUs are scheduled to vest or lapse on March 30, 2024, based on how the Company’s cumulative adjusted ~~free cash flow~~FCF for ~~fiscal year 2021~~the three-year performance period ended December 31, 2024 compares to a target, and the number of shares of our stock actually delivered to the participants will be determined by the following chart, with linear interpolation applied between specified levels:

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

(1)

“Adjusted ~~Free Cash Flow”~~free cash flow is defined as net cash provided by operating activities ~~minus net~~less cash used ~~in investing activities, plus significant~~for the purchase of property, plant and equipment excluding the impact of 3T litigation settlement payments, ~~minus~~ CARES Act tax stimulus benefits ~~minus cash proceeds~~and gains related to dividends received from the sale of the Heart Valve Business, as determined in accordance with the external definition provided in the LivaNova 4Q and full year 2021 performance presentation posted on the Company’s website,investments and further adjusted as needed for other one-time, nonrecurring, unusual or infrequent charges, expenses or gains, including associated expenses, that may not be indicative of the Company’s core business. In the event there are items that differ from the Company’s non-GAAP reported results, management will seek approval from the Compensation Committee of such potential adjustments in the regularly scheduled quarterly meeting after such adjustment is identified.

In 2021, the Company’s actual adjusted FCF performance was $80 million, 226.4% of the target. Accordingly, the FCF PSUs were earned at 200% of target, subject to the two additional years of service-based vesting requirement.

Return on Invested Capital PSUs (“ROIC PSUs”)

Each NEO received an award of PSUs subject to achievement of a ~~one-year~~three-year average minimum threshold return on invested capital target (“ROIC Target”). The ROIC measure is designed to estimate core operating performance, excluding the impact of financing and capital structure decisions and encourages effective financial stewardship.

The ROIC PSUs are subject to a three-year cliff vesting ~~period.~~ period, with performance-based vesting contingent on the Company achieving threshold and target ROIC.

The ~~performance period~~Compensation Committee determined the number of ~~one year maximizes~~ROIC PSUs awarded to each participant by dividing the award value by the most recent closing price of an Ordinary Share of our stock on Nasdaq as of the grant date and rounding down to the nearest whole unit. The ROIC PSUs are scheduled to vest or lapse on March 30, 2024, based on how the Company’s ~~agility in a highly variable operating environment, while~~average ROIC calculated for the three-year service period (inclusive of the performance period) promotes long-term retention. As with the FCF PSUs, the ROIC PSUs granted in 2021 had a one-year performance period because of the uncertainty caused by the global pandemic. We returned to a three-year performance period ~~for~~ended December 31, 2024 compares to a target ROIC ~~PSU awards granted in 2022.~~

~~Under the LTIP, at the end of the calendar year, ROIC for 2021 was compared to the ROIC Target,~~level, and the number of shares of our stock actually delivered to the participants ~~was~~will be determined by the following chart, with linear interpolation applied between specified levels:

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

(1)

ROIC ~~= Net~~is defined as net operating ~~profits/Invested Capital.~~profits divided by invested capital. The numerator, ~~shows core~~net operating ~~performance~~profits, is defined as the Company’s adjusted operating income less share-based compensation expense and is tax affected by our adjusted tax rate. Adjusted operating income and adjusted tax rate are Non-GAAP measures, provided in conjunction with the issuance of our quarterly earnings press release, while the denominator, ~~denotes the~~invested capital, ~~required~~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 ~~achieve that performance.~~our 3T matter.

For the 2021 awards, target adjusted ROIC was 3.4% and the Company achieved actual ROIC performance of 4.68%. Accordingly, the ROIC PSUs were earned at 151.3% of target, subject to the two additional years of service-based vesting requirement.

Vesting in ~~2021~~2022 of Performance Awards Made in Previous Years

Vesting of rTSR PSUs Granted in ~~2019~~2020

The rTSR PSUs granted in ~~2019 (“the 2019~~March 2020 (the “2020 rTSR PSUs”) were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a three-year ~~(2019-2021)~~(2020-2022) rTSR threshold level of at least 30th percentile of the ~~2019~~2020 rTSR comparator group. The Company ranked ~~below~~at the ~~30th~~41st percentile of that group, and accordingly ~~none~~73% of the ~~2019~~2020 rTSR PSUs vested.

Vesting of FCF PSUs Granted in ~~2019~~2020

The FCF PSU awards granted in March ~~2019 vested in March 2022. These~~2020 (the “2020 FCF ~~PSUs~~PSUs”) were subject to ~~a three-year cliff vesting period with vesting contingent on~~ the Company achieving a three-year cumulative adjusted free cash flow threshold (equivalent to 60% of the ~~$541~~$525 million adjusted free-cash flow target as defined for that award).

The Company’s cumulative ~~2019-2021~~2020-2022 Adjusted Free Cash Flow was ~~$361~~$343 million resulting in an achievement above the threshold and vesting of ~~33.5%~~30.7% of the ~~2019-2021~~2020-2022 FCF PSUs.

Other Benefits and Perquisites

Our NEOs are provided with certain perquisites and other benefits to aid in the performance of their respective duties and to provide compensation competitive with that of executives with similar positions and levels of responsibilities in their respective geographies. These benefits may include housing allowance, immigration assistance, expatriate school fees, car allowances, supplemental life insurance, supplemental health insurance, supplemental pension contributions, meal vouchers, childcare vouchers, gym membership and flexible benefit payments. Some of these are benefits received by all employees and so are not considered to be “perquisites” or “personal benefits” according to SEC rules, and, accordingly, do not appear in the Summary Compensation Table under All Other Compensation. However, some of the NEOs’ benefits are not offered to all other employees (e.g., car allowance) and accordingly are considered “perquisites” or “personal benefits” that are reflected in the Summary Compensation Table under All Other Compensation and separately identified in footnotes as perquisites and other benefits.

Health/Welfare Plans

All of our full-time US-based employees, are eligible to participate in our health and welfare plans, including:

•

Medical, dental and vision benefits;

•

Medical and dependent care flexible spending accounts;

•

Short-term and long-term disability insurance; and

TABLE OF CONTENTS

•

Group term life insurance.

~~TABLE OF CONTENTS~~

Outside the US, our employees are generally covered by a state-run health plan and may be eligible to participate in a supplemental health plan, depending on their geography and position in the Company. Our NEOs based in the UK, Mses. Skeffington and Hebbelinck and Messrs. McDonald and Shvartsburg, are eligible to receive Company-paid supplemental private health insurance, group term life insurance, disability insurance, a gym membership and tax assistance support. Mr. Dolci is based in Italy and receives Company-paid supplemental private health insurance, group term life insurance and disability insurance and income tax filing assistance.

Stock Ownership Requirements

The Board believes that meaningful ownership of equity in the Company is an essential element in demonstrating the commitment of its directors and executive officers to its primary task of creating value for its shareholders. As a result, the Company established stock ownership requirements applicable to those individuals. These requirements were updated by the Board in October 2022 to remove vested, in-the-money, stock options from the securities that count towards the stock ownership requirement. Failure to maintain the minimum amount of equity ownership once attained may be a factor considered by the Compensation Committee in recommending and/or approving future awards for our executive officers. The market value of equity holdings in the Company is required to be at least:

•

Five times base salary for the CEO;

•

Three times base salary for all executive officers, other than the CEO; and

•

Five times the annual cash retainer for all non-executive directors.

Equity ownership used to determine the market value includes all (i) Ordinary Shares owned by the individual or held individually by or jointly with the individual’s spouse or children (valued at the closing price of an Ordinary Share of our stock on Nasdaq on the measurement date) and (ii) all unvested, time-based restricted shares owned by the individual (valued at the closing price of an Ordinary Share of our stock on Nasdaq on the measurement date). Unearned, unvested PSUs and vested and unvested stock options are not counted towards the achievement of the applicable guidelines.

Until the relevant equity ownership threshold is achieved by each non-executive director and executive officer, such director or officer, as the case may be, should retain a minimum of the value equal to 100% of the net shares received (i.e., following tax withholding) following each vesting until the relevant equity ownership threshold has been achieved. Following achievement of the relevant equity ownership threshold, shares in excess of such amount may be sold, subject to the Company’s Insider Trading Policy then in effect.

Clawback Policy

The Company has a clawback policy that applies to both incentive cash bonus and equity-based incentive compensation awarded to executive officers, including all of our NEOs. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation Committee, the Company may seek to recoup any incentive-based compensation awarded to any executive subject to the policy based on: (1) the achievement of financial results that are subsequently the subject of a restatement due to material noncompliance with any financial reporting requirement under either generally accepted accounting principles (“GAAP”) or the federal securities laws, other than as a result of changes to accounting rules and regulations, and regardless of individual fault, or (2) a subsequent finding by the Compensation Committee that financial information or performance metrics used to determine the amount of the incentive compensation are materially inaccurate, regardless of individual fault or (3) significant misconduct by an executive subject to the policy or an employee under the supervision of an executive subject to the policy, resulting in a violation of a significant Company policy, law or regulation that causes material harm to the Company. In addition, the existing equity grant agreements between the Company and its NEOs include recoupment provisions in specific circumstances, even after the awards have vested. The Company intends to adopt a clawback policy consistent with the requirements of the Exchange Act Rule 10D-1 after Nasdaq releases final listing standards in accordance with such rule.

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Tax and Accounting Considerations

In making its decisions regarding executive compensation, the Compensation Committee considers the tax impact of various aspects of the compensation program for our NEOs. The Compensation Committee believes that it must maintain flexibility in its approach to executive compensation in order to structure a program that it considers to be the most effective in attracting, motivating and retaining the Company’s key executives, and therefore, the deductibility of compensation is only one of several factors considered when making executive compensation decisions.

The Compensation Committee also considers the effect of certain accounting rules that apply to the various aspects of the compensation program for our NEOs. To that end, the Compensation Committee reviews potential accounting effects in determining whether its compensation actions are in the best interests of the Company and its shareholders.

Compensation Committee Report

Set out above is the Compensation Discussion and Analysis, which is a discussion of our executive compensation programs and policies written from the perspective of how we and management view and use such programs and policies. Given the Compensation Committee’s role in providing oversight of the design of those programs and policies, and in making specific compensation decisions for senior executives using those policies and programs, the Compensation Committee reviewed successive drafts of the Compensation Discussion and Analysis and discussed those with management. We join with management in welcoming shareholders to examine our pay practices and in affirming the commitment of these pay practices to the long-term interests of shareholders. The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on the review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in our Form 10-K and our proxy statement for the ~~2022~~2023 AGM.

Stacy Enxing Seng (Chair)

Francesco Bianchi
~~Alfred Novak~~
~~Dr. Arthur L. Rosenthal~~
Peter Wilver

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Compensation Tables

Summary Compensation Table

The following table contains information about the compensation earned by each of our NEOs during each of the last three financial years unless such individual was an NEO for fewer than three years.

Name and Principal
Position Year
Salary ($)(1)

Stock Awards
($)(2)

Option Awards
($)(2)

Non-Equity
Incentive Plan
Compensation
($)(1)(3)

All Other
Compensation
($)(1)(4)
Total
Damien McDonald, 2021 1,056,456 5,349,239 1,249,971 1,884,453 540,525 10,080,644
CEO 2020 973,663 4,371,196 1,249,834 — 307,660 6,902,353
2019 933,202 4,309,277 1,249,978 277,244 362,226 7,131,927
Alex Shvartsburg, 2021 431,476 891,335 249,988 314,453 142,107 2,029,359
CFO 2020 321,104 572,817 122,923 46,243 77,942 1,141,029
Marco Dolci, 2021 591,140 891,335 249,988 506,134 190,807 2,429,404
President,
Cardiopulmonary BU
2020 570,190 728,427 249,960 51,317 122,641 1,722,535
Keyna Skeffington, 2021 495,716 891,335 249,988 495,170 198,150 2,330,359
SVP and General Counsel 2020 455,828 728,427 249,961 47,866 119,585 1,601,667
Trui Hebbelinck, 2019 424,183 683,719 224,988 106,289 128,751 1,567,930
CHRO 2021 412,638 713,172 199,973 382,742 149,940 1,858,465

Name and Principal Position	Year		Salary ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(1)(3)		All Other Compensation ($)(1)(4)		Total
Damien McDonald, Former CEO(5)		2022		967,450		4,883,235		1,249,995		1,105,422		359,443		8,565,545
		2021		1,056,456		5,349,239		1,249,971		1,884,453		540,525		10,080,644
		2020		973,663		4,371,196		1,249,834		—		307,660		6,902,353
Alex Shvartsburg, CFO		2022		434,231		976,502		299,966		258,051		159,916		2,128,666
		2021		431,476		891,335		249,988		314,453		142,107		2,029,359
		2020		321,104		572,817		122,923		46,243		77,942		1,141,029
Marco Dolci, President, Cardiopulmonary BU		2022		537,617		813,760		249,978		407,944		198,728		2,208,027
		2021		591,140		891,335		249,988		506,134		190,807		2,429,404
		2020		570,190		728,427		249,960		51,317		122,641		1,722,535
Keyna Skeffington, Senior Advisor and Former SVP and General Counsel(6)		2022		453,951		870,191		508,982		290,467		155,927		2,279,518
		2021		495,716		891,335		249,988		495,170		198,150		2,330,359
		2020		455,828		728,427		249,961		47,866		119,585		1,601,667
Trui Hebbelinck, CHRO		2022		377,873		732,378		224,966		224,516		129,018		1,688,751
Trui Hebbelinck, CHRO		2021		412,638		713,172		199,973		382,742		149,940		1,858,465

(1)

~~The base salaries of our~~As discussed in the CD&A, although the NEOs ~~did not change~~reflected in ~~2021 from 2020, other than~~ the Summary Compensation Table all received base salary ~~of Mr. Shvartsburg who became our CFO on August 1, 2021 and received an increase~~increases in 2022, these increases were more than offset by exchange rate changes resulting in the year-over-year decreases in base salary ~~as a result of the change in role. Changes in the base salaries~~ shown in the table ~~above are due~~for 2022 relative to changes in exchange rates in those years and the inclusion of a lower salary in the months of January through March 2020 before there was a merit increase in base salaries for the NEOs, effective April 1, 2020.2021. For amounts reported in ~~2021,~~2022, we used an exchange rate of ~~$1.37546~~$1.23186 per British Pound and ~~$1.18228~~$1.05098 per Euro. ~~For amounts reported in 2020, we used an exchange rate of $1.28293 per British Pound and $1.14038 per Euro. For amounts reported in 2019, we used an exchange rate of $1.27573 per British Pound.~~ These exchange rates reflect the applicable period average published rate ~~from our BOPC Accounting System~~ between January 1 and December 31 ~~of the respective year. The~~from our BOPC Accounting System which uses Bloomberg as a source to obtain exchange rates. From October 2020 when Mr. Shvartsburg was appointed interim CFO until August 2021 when he became CFO, he received a monthly stipend of £5,000 in addition to his then salary to compensate him for his additional responsibilities. Salaries for our NEOs are reviewed and, if thought appropriate by the Compensation Committee, increased or decreased with effect on April 1st.

(2)

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. We provide information regarding the assumptions used to calculate the value of all PSUs, RSUs and SARs awards made to executive officers in Notes 2 and 1516 to our audited financial statements in our US Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. Under the terms of our 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 our NEOs in ~~2021~~2022, the table below sets forth (i) the grant-date fair value of the awards determined in accordance with ~~Financial Accounting Standards Board Accounting Standards Codification~~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.

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Name	PSUs — Probable Outcome of Performance Conditions PSUs Grant-Date Value ($)		PSUs — Maximum Outcome of Performance Conditions Grant-Date Fair Value ($)		PSUs — Probable Outcome of Performance Conditions PSUs Grant-Date Value ($)		PSUs — Maximum Outcome of Performance Conditions Grant-Date Fair Value ($)
Damien McDonald		3,849,298		6,000,000		3,383,442		6,000,000
Alex Shvartsburg		641,405		1,000,000		599,938		1,200,000
Marco Dolci		641,405		1,000,000		563,890		1,000,000
Keyna Skeffington		641,405		1,000,000		263,890		1,000,000
Trui Hebbelinck		513,199		800,000		507,470		900,000

In granting equity awards, the Compensation Committee values PSUs at the latest available stock price of the underlying shares on the grant date with the value of PSUs based at the “target” level of performance. Under applicable accounting rules, however, the grant-date fair value of the rTSR PSUs awarded to our NEOs is calculated using a Monte Carlo simulation pricing model. The rTSR PSUs are included as compensation for our NEOs in the “Summary Compensation Table” based on this valuation methodology.

The following chart shows the values of the rTSR PSU awards approved by the Compensation Committee in ~~2021~~2022 that were used to determine the number of shares subject to the awards at “target” without taking the Monte Carlo simulation pricing model into account, as well as the accounting grant-date fair value of the rTSR PSUs required to be use under applicable SEC rules to report in the “Summary Compensation Table” (including the impact of the Monte Carlo simulation pricing model).

Name	rTSR PSUs Value Based on Grant Date Stock Price ($)		rTSR PSUs — Value included in Summary Compensation Table ($)		rTSR PSUs Value Based on Grant Date Stock Price ($)		rTSR PSUs — Value included in Summary Compensation Table ($)
Damien McDonald		1,500,000		2,349,431		1,500,000		1,883,441
Alex Shvartsburg		250,000		391,476		300,000		376,626
Marco Dolci		250,000		391,476		250,000		313,890
Keyna Skeffington		250,000		391,476		250,000		313,890
Trui Hebbelinck		200,000		313,227		225,000		282,470

For Ms. Skeffington, her equity awards, including those granted in 2022, were modified upon her retirement in December 2022. Her retirement agreement provides that her employment with the Company will terminate on June 30, 2023. Additionally, per the terms of our equity incentive award agreements, Ms. Skeffington’s retirement was deemed an “Approved Retirement” for purposes of the treatment of her outstanding and unvested equity awards upon the termination of her employment. Therefore, upon termination of her employment, any outstanding and unvested equity awards that Ms. Skeffington holds will continue to vest pursuant to the terms of their respective award agreements. The amounts set forth in the table above for Ms. Skeffington include the incremental fair value change of her outstanding stock awards ($56,431) and outstanding option awards ($259,004) as a result of such modifications. The modification value does not represent or reflect additional awards granted to Ms. Skeffington.

(3)

Values in this column reflect payments in respect of the relevant year’s short-term incentive plan.

(4)

The amounts reported in the ~~All~~“All Other ~~Compensation~~Compensation” column represent the aggregate dollar amount for all other benefits and payment received by our NEOs. The following table shows the nature of the benefits and payments and specific amounts for each of our NEOs in ~~2021:~~2022:

Name
Supplemental
Health
Insurance ($)

Housing
Allowance ($)(a)

Car
Allowance
($)(b)

Defined
Contribution
Plan —
Registrant
Contributions
($)(c)

Cash in Lieu
of Pension
($)(d)

Other ($)(e)
Total ($)
Damien McDonald 40,447 41,264 24,414 5,502 380,108 48,790 540,525
Alex Shvartsburg 27,781 — 16,230 — 92,546 5,550 142,107
Marco Dolci 4,561 — 17,025 131,798 — 37,423 190,807
Keyna Skeffington 45,095 — 18,155 — 129,900 5,000 198,150
Trui Hebbelinck 12,653 — 18,155 119,132 — — 149,940

Car
Allowance
($)(a)

Contribution
Plan —
Registrant
Contributions
($)(b)

Cash in lieu
of pension
($)(c)

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
($/Sh)

Grant
Date
Fair
Value of
Stock
and SAR
Awards
($)(1)

(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~~Ordinary Share of our stock on Nasdaq on the grant date, eventually discounted in case of a market price condition. The fair value for SARs awards is calculated by multiplying the number of rights subject to the award by the Black-Scholes value of an option for an ~~ordinary share~~Ordinary Share of our stock on the grant date. For a further discussion of the accounting treatment of the RSU and SAR awards, see “Note ~~2. Basis of Presentation, Use of Accounting Estimates and Significant Accounting Policies”~~16. Stock Based Plans” included in the consolidated financial statements accompanying our US Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

(2)

~~Award~~Represents award of Adjusted FCF PSUs.

(3)

~~Award~~Represents award of ROIC PSUs.

(4)

~~Award~~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. ~~LivaNova~~The Company received a computed ~~Fair Value (Monte Carlo)~~Monte Carlo fair value from an outside source ~~MTI Consulting,~~ that computed the ~~Fair Value~~fair value of the ~~LivaNova PLC (LIVN)~~ PSU contracts using the risk-neutral approach (i.e., assuming hedging and selling of the contract).

~~2021 Outstanding Equity Awards at Year End~~(5)

~~The following table summarizes~~Represents the ~~number~~fair value of ~~ordinary shares of our stock underlying~~ outstanding equity ~~incentive plan~~ awards ~~for each NEO as of December 31, 2021.~~

granted in fiscal 2019, 2020, 2021 and 2022 respectively that were modified pursuant to Ms. Skeffington’s retirement.

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 ($)

Name Option Awards Stock Awards

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 ($)

Alex Shvartsburg 5,833 0 80.26 12/15/2027
3,807 1,269 88.38 3/15/2028
2,437 2,437 97.25 3/30/2029
1,960 5,878 43.57 3/30/2030
8,437 73.25 3/30/2031
390
(5)
34,098
785
(6)
68,633
2,115
(7)
184,914
3,412
(8)
298,311
4,730
(16)
413,544
1,839
(17)
160,784
1,706
(13)
149,156
3,412
(14)
298,311
1,706
(15)
149,156
Marco Dolci 5,447 1,815 88.38 3/15/2028
3,190 3,189 97.25 3/30/2029
— 11,777 43.57 3/30/2030
— 8,437 73.25 3/30/2031
558
(5)
48,786
1,028
(6)
89,878
4,302
(7)
376,124
3,412
(8)
298,311
2,056
(9)
179,756
2,056
(10)
179,756
5,737
(11)
501,586
5,737
(12)
501,586
1,706
(13)
149,156
3,412
(14)
298,311
1,706
(15)
149,156