Form 4: LivaNova CHRO Natalia Kozmina Reports Equity Transactions
Insider Transaction Report
LivaNova's Chief Human Resources Officer, Natalia Kozmina, reported the vesting of restricted stock units, subsequent tax-related share disposals, and new grants of restricted and performance stock units.
Summary
- Natalia Kozmina, Chief Human Resources Officer of LivaNova PLC, reported transactions involving the company's ordinary shares and derivative securities.
- On March 30, 2026, 6,389 ordinary shares were acquired due to the vesting of restricted stock units (RSUs).
- Concurrently, 1,374 ordinary shares were disposed of at a price of $61.27 per share to cover tax liabilities associated with the RSU vesting.
- Following these transactions, Kozmina directly beneficially owns 5,015 ordinary shares.
- New grants of derivative securities were also reported on March 30, 2026.
- This includes a grant of 9,792 Restricted Stock Units (RSUs) under the Second A&R 2022 Plan, vesting in equal annual installments over three years, with the first vesting on March 30, 2027.
- Additionally, 9,792 Performance Stock Units (PSUs) were granted, divided into three tranches of 3,264 PSUs each.
- These PSUs are subject to vesting or lapse on March 30, 2029, based on LivaNova's revenue growth, relative total shareholder return (rTSR), and adjusted earnings per share (EPS) for the 2026-2028 performance period, as determined by the Second A&R 2022 Plan Administrator.
- Existing RSUs from a March 30, 2025 grant, totaling 6,389 units (4,259 + 2,130), also saw their first annual vesting on March 30, 2026.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive, routine filing. The executive is receiving new equity grants tied to performance, indicating continued alignment with company goals and a standard compensation structure, which is generally favorable for long-term stability.
Positives
- Natalia Kozmina acquired 6,389 ordinary shares from vested restricted stock units, increasing her direct ownership.
- Received new grants of 9,792 Restricted Stock Units (RSUs) and 9,792 Performance Stock Units (PSUs), aligning her incentives with long-term company performance.
- The new PSU grants are tied to key performance indicators: revenue growth, relative total shareholder return (rTSR), and adjusted earnings per share (EPS), indicating a focus on strategic objectives.
Negatives
- 1,374 ordinary shares were disposed of to satisfy tax liabilities, reducing the net shares retained from the RSU vesting.
Future Outlook
The reporting person's future compensation is tied to LivaNova's performance through new RSU and PSU grants. RSUs granted on March 30, 2026, will vest in equal annual installments, with the first vesting on March 30, 2027. PSUs granted on March 30, 2026, are contingent on the company's revenue growth, relative total shareholder return (rTSR), and adjusted earnings per share (EPS) over the 2026-2028 performance period, with vesting or lapse occurring on March 30, 2029.
Industry Context
StockSavvy.ai notes that the equity compensation structure for LivaNova's Chief Human Resources Officer, Natalia Kozmina, is typical for publicly traded companies in the medical technology and healthcare sector. The use of both time-based Restricted Stock Units (RSUs) and performance-based Performance Stock Units (PSUs) is a common strategy to retain key executives and align their interests with long-term shareholder value creation. Tying PSUs to metrics like revenue growth, relative TSR, and adjusted EPS reflects a focus on both operational and market performance, which is standard practice in the industry to incentivize comprehensive executive performance.
Comparison to Industry Standards
- The combination of time-based RSUs and performance-based PSUs is a standard practice in executive compensation across the S&P 500 and comparable medical device companies like Medtronic, Abbott Laboratories, and Boston Scientific.
- The three-year vesting schedule for RSUs and the three-year performance period for PSUs are consistent with typical long-term incentive plans designed to promote executive retention and sustained performance.
- Performance metrics such as revenue growth, relative Total Shareholder Return (rTSR), and adjusted Earnings Per Share (EPS) are widely used by peer companies to measure executive performance and align with shareholder interests. For instance, Medtronic's executive compensation often includes similar metrics, and Abbott Laboratories frequently uses EPS and revenue growth targets for its performance awards.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Incentive Award Plan Reference | Transactions are made in accordance with the First Amended and Restated LivaNova PLC 2022 Incentive Award Plan and the Second Amended and Restated LivaNova PLC 2022 Incentive Award Plan. | NA | These plans govern the terms of equity compensation for executives, ensuring structured and approved mechanisms for incentive awards. |
Stakeholder Impact
- Shareholders: The grants of performance-based stock units (PSUs) align executive incentives with shareholder returns and company performance metrics (revenue growth, rTSR, EPS), potentially benefiting long-term shareholder value.
- Employees: The equity compensation structure for a key executive like the CHRO can set a precedent or reflect the broader compensation philosophy within the company.
Next Steps
- Further annual vesting of RSUs granted on March 30, 2025, will occur in subsequent years.
- The first annual vesting of RSUs granted on March 30, 2026, is scheduled for March 30, 2027.
- The Performance Stock Units (PSUs) granted on March 30, 2026, will vest or lapse on March 30, 2029, based on LivaNova's performance against specified metrics for the 2026-2028 period.
Key Dates
| Date | Description |
|---|---|
| 03/30/2025 | Date of grant for certain Restricted Stock Units (RSUs) subject to three-year vesting. |
| 03/30/2026 | Date of earliest transaction, including RSU vesting, share disposal for taxes, and new RSU/PSU grants. |
| 04/01/2026 | Signature date of the reporting person's attorney-in-fact. |
| 03/30/2027 | First vesting date for RSUs granted on March 30, 2026. |
| 01/01/2026 | Start of the three-year performance period for certain PSUs tied to relative total shareholder return (rTSR). |
| 12/31/2028 | End of the three-year performance period for certain PSUs tied to relative total shareholder return (rTSR). |
| 03/30/2029 | Vesting or lapse date for Performance Stock Units (PSUs) granted on March 30, 2026, based on performance criteria. |
Recommendation
holdThis is a routine Form 4 filing detailing executive compensation transactions, including RSU vesting, tax-related share disposals, and new equity grants. Such filings typically do not contain information that would warrant a change in investment recommendation. The transactions reflect standard long-term incentive plans designed to align executive interests with shareholder value, which is generally a neutral to slightly positive signal for long-term investors.
Keywords
LivaNova PLC, LIVN, Form 4, Insider Transaction, Natalia Kozmina, Chief Human Resources Officer, Restricted Stock Units, RSU, Performance Stock Units, PSU, Equity Compensation, Stock Grant, Executive Compensation, Share Ownership, SEC Filing
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