Form 4: LivaNova PLC Executive Stephanie Bolton Reports Stock Transactions
SEC Form 4 Filing
Stephanie Bolton, President of Global Epilepsy at LivaNova PLC, reports the vesting and acquisition of restricted stock units (RSUs), performance stock units (PSUs), and stock appreciation rights (SARs) on March 30, 2024.
Summary
- On March 30, 2024, Stephanie Bolton, President of Global Epilepsy at LivaNova PLC, reported transactions involving LivaNova PLC ordinary shares.
- These transactions included the vesting of restricted stock units (RSUs) and performance stock units (PSUs), as well as the acquisition of new RSUs, PSUs, and stock appreciation rights (SARs).
- Ms. Bolton acquired 7,744 ordinary shares upon the vesting of RSUs and PSUs.
- 3,643 shares were withheld to cover tax liabilities related to the vesting.
- Ms. Bolton was granted 4,915 RSUs, 2,457 PSUs related to Free Cash Flow (FCF), 2,457 PSUs related to Return on Investment Capital (ROIC), 4,915 PSUs related to total shareholder return (TSR), and 10,746 SARs.
- The vesting of RSUs and SARs is subject to a four-year vesting schedule, while the vesting of PSUs is tied to the company's performance against FCF, ROIC, and TSR targets over a three-year period.
Sentiment
Score: 7
Explanation: The document reflects standard executive compensation practices. The vesting of shares suggests the company is meeting some performance targets. The sentiment is neutral to slightly positive.
Positives
- The vesting of RSUs and PSUs indicates that performance targets were met, at least partially, for previous grants.
- The grant of new RSUs, PSUs, and SARs aligns Ms. Bolton's interests with those of the shareholders.
Future Outlook
The vesting of future RSUs, PSUs, and SARs is contingent upon continued service and, in the case of PSUs, the company's performance against pre-defined targets related to FCF, ROIC, and TSR.
Industry Context
Executive compensation through equity grants is a common practice in publicly traded companies to align management's interests with those of shareholders. The specific metrics used for PSU vesting (FCF, ROIC, TSR) reflect the company's strategic priorities.
Comparison to Industry Standards
- LivaNova's use of RSUs, PSUs, and SARs in executive compensation is consistent with industry practices among medical device companies such as Medtronic, Boston Scientific, and Abbott.
- Performance metrics like FCF, ROIC, and TSR are commonly used in PSU plans to incentivize specific financial and strategic goals.
- Vesting schedules of four years with annual installments are also typical in the industry.
Stakeholder Impact
- Shareholders are impacted by the potential dilution from the issuance of new shares upon vesting of RSUs and PSUs.
- Executive compensation practices can influence employee morale and retention.
- The company's performance against FCF, ROIC, and TSR targets, which determine PSU vesting, affects shareholder value.
Key Dates
| Date | Description |
|---|---|
| 03/30/2020 | Reporting person was granted 2,295 RSUs subject to a four-year vesting in equal annual installments, which began on March 30, 2021. |
| 03/30/2021 | Reporting person was granted 1,706 RSUs subject to a four-year vesting in equal annual installments, which began on March 30, 2022. |
| 03/30/2021 | Reporting person received a grant of 853 PSUs related to Free Cash Flow (FCF) for fiscal year 2021 with additional two years service condition. |
| 03/30/2021 | Reporting person received a grant of 853 PSUs related to Return on Investment Capital (ROIC) for fiscal year 2021 with additional two years service condition. |
| 03/30/2021 | Reporting person was granted 1,706 PSUs related to the total shareholder return (TSR) for fiscal years 2021, 2022, and 2023, compared to peer companies. |
| 03/30/2022 | Reporting person was granted 1,828 RSUs subject to a four-year vesting in equal annual installments, which began on March 30, 2023. |
| 03/30/2023 | Reporting person was granted 5,319 RSUs subject to a four-year vesting in equal annual installments, which began on March 30, 2024. |
| 01/01/2024 | Start date for the three-year period used to determine vesting of PSUs based on the Company's TSR relative to an index of companies. |
| 03/30/2024 | Date of reported transactions: vesting of RSUs and PSUs, and grant of new RSUs, PSUs, and SARs. |
| 03/30/2024 | RSUs reported here vested 25%. |
| 03/30/2025 | The remaining unvested RSUs reported here vest 25%. |
| 03/30/2025 | The remaining unvested RSUs reported here vest 25%. |
| 03/30/2025 | The unvested RSUs reported here vest 25%. |
| 03/30/2025 | Reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2025. |
| 03/30/2025 | Reporting person was granted stock appreciation rights (SARs) subject to a four-year vesting in equal annual installments, the first vesting occurring on March 30, 2025. |
| 03/30/2026 | The remaining unvested RSUs reported here vest 25%. |
| 03/30/2026 | The unvested RSUs reported here vest 25%. |
| 12/31/2026 | End date for the three-year period used to determine vesting of PSUs based on the Company's TSR relative to an index of companies. |
| 03/30/2027 | The unvested RSUs reported here vest 25%. |
| 03/30/2027 | Reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's FCF for performance period 2024-2026 compares to a target determined by the 2022 Plan Administrator. |
| 03/30/2027 | Reporting person was granted PSUs to vest or lapse on March 30, 2027 based on how the Company's ROIC calculated for the performance period 2024-2026 compares to a target determined by the 2022 Plan Administrator. |
| 03/30/2027 | Reporting person was granted PSUs to vest or lapse on March 30, 2027 based on the Company's TSR for the three-year period beginning on January 1, 2024 and ending December 31, 2026 relative to the TSR of an index of companies, as determined by the 2022 Plan Administrator. |
| 04/02/2024 | Date of signature by Attorney-in-Fact. |
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