Form 4: LivaNova CIO Tezel Reports Equity Vesting and New Grants

LivaNova's Chief Innovation Officer, Ahmet Tezel, reported the vesting of restricted stock units and new grants of both restricted and performance stock units.

Summary

• Ahmet Tezel, Chief Innovation Officer of LivaNova PLC, reported transactions on March 30, 2026, related to his beneficial ownership.
• 3,408 ordinary shares were acquired due to the vesting of previously granted restricted stock units (RSUs).
• 1,186 ordinary shares were disposed of to satisfy tax liabilities at a price of $61.27 per share.
• Following these transactions, Tezel directly owns 4,157 ordinary shares.
• A new grant of 13,873 Restricted Stock Units (RSUs) was made, vesting in three equal annual installments starting March 30, 2027.
• Three separate grants of Performance Stock Units (PSUs) were made, each for 4,624 units, totaling 13,872 PSUs.
• These PSUs are set to vest or lapse on March 30, 2029, based on specific performance criteria: revenue growth (2026-2028), relative total shareholder return (rTSR) (January 1, 2026 December 31, 2028), and adjusted earnings per share (EPS) (2026-2028).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive, routine insider transaction. The new grants of RSUs and PSUs align the Chief Innovation Officer's incentives with long-term company performance, which is generally favorable, while the share disposition for taxes is a standard compensation event.

Positives

• The grant of 13,873 new Restricted Stock Units (RSUs) provides a continued incentive for the Chief Innovation Officer.
• The grant of 13,872 new Performance Stock Units (PSUs) ties a significant portion of the Chief Innovation Officer's compensation directly to LivaNova's future financial performance (revenue growth, rTSR, and adjusted EPS), aligning executive interests with shareholder value.

Negatives

• 1,186 ordinary shares were disposed of to cover tax liabilities, representing a reduction in direct share ownership.

Risks

• The newly granted Restricted Stock Units (RSUs) are subject to forfeiture prior to vesting if the terms of the incentive plan and award agreement are not met.
• The Performance Stock Units (PSUs) may lapse if the company does not meet the specified performance targets for revenue growth, relative total shareholder return, and adjusted earnings per share during their respective performance periods.

Future Outlook

The future outlook for the Chief Innovation Officer's equity compensation is tied to LivaNova's performance, with PSUs vesting based on revenue growth, relative total shareholder return, and adjusted earnings per share targets for the 2026-2028 performance periods. New RSUs will vest annually over three years, starting in 2027.

Industry Context

StockSavvy.ai notes that the structure of executive compensation, including a mix of time-based Restricted Stock Units (RSUs) and performance-based Performance Stock Units (PSUs), is a common practice in the medical technology and healthcare industry. This approach aims to balance retention incentives with performance alignment, encouraging long-term value creation.

Comparison to Industry Standards

• The use of both time-based RSUs and performance-based PSUs aligns with best practices in executive compensation across the S&P 500, where a significant portion of executive pay is typically at-risk and tied to company performance.
• Tying PSU vesting to metrics like revenue growth, relative TSR, and adjusted EPS is standard for companies in the medical device sector, similar to peers such as Medtronic (MDT), Boston Scientific (BSX), and Edwards Lifescience (EW), which often use a combination of operational and shareholder return metrics.

Corporate Governance

Stakeholder Impact

• Shareholders: The grants of performance-based equity align the Chief Innovation Officer's long-term interests with shareholder value creation, as vesting is contingent on company performance metrics.
• Employees (Chief Innovation Officer): Ahmet Tezel's direct ownership and future equity incentives are adjusted, providing ongoing motivation and compensation tied to LivaNova's success.

Next Steps

• First vesting of the 13,873 RSUs granted on March 30, 2026, will occur on March 30, 2027.
• The performance period for PSUs tied to revenue growth, rTSR, and adjusted EPS will conclude by December 31, 2028.
• Vesting or lapse determination for all PSUs granted on March 30, 2026, will occur on March 30, 2029.

Key Dates

Keywords

LivaNova, LIVN, Form 4, Insider Transaction, Restricted Stock Units, Performance Stock Units, Executive Compensation, Equity Grant, Stock Vesting