Form 4: LivaNova PLC Executive Stephanie Bolton Reports Stock Transactions
SEC Form 4
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, 2025.
Summary
- On March 30, 2025, Stephanie Bolton, President of Global Epilepsy at LivaNova PLC, reported transactions involving the company's ordinary shares.
- Bolton acquired 6,024 ordinary shares through the vesting of restricted stock units (RSUs) and performance stock units (PSUs).
- She disposed of 2,835 shares to cover tax liabilities at a price of $39.13 per share.
- Bolton also acquired 15,385 stock appreciation rights (SARs) that vest over four years.
- The transactions reflect the vesting of previously granted RSUs and PSUs based on performance metrics such as free cash flow (FCF), return on invested capital (ROIC), and total shareholder return (TSR).
- Following these transactions, Bolton directly owns 12,751 ordinary shares, 7,027 RSUs, 3,513 PSUs, 3,513 PSUs, 7,027 PSUs, 15,385 SARs, 457 RSUs, 2,659 RSUs and 3,686 RSUs.
Sentiment
Score: 6
Explanation: The document is neutral in tone, reporting routine insider transactions. The vesting of equity awards suggests that some performance targets were met, which is mildly positive.
Positives
- The vesting of RSUs and PSUs indicates that performance targets related to free cash flow, return on invested capital, and total shareholder return were met to some extent.
- The grant of stock appreciation rights (SARs) aligns the executive's interests with the long-term performance of the company.
Negatives
- The disposal of shares to cover tax liabilities, while standard, slightly reduces the executive's direct holdings in the company.
Risks
- Future vesting of PSUs is contingent on the company achieving specific performance targets related to free cash flow, return on invested capital, and total shareholder return.
- The value of stock appreciation rights (SARs) is dependent on the future appreciation of the company's stock price.
Future Outlook
Future vesting of RSUs, PSUs, and SARs is contingent on continued service and the achievement of specific performance targets related to free cash flow, return on invested capital, and total shareholder return over the coming years.
Industry Context
This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. The vesting of equity-based compensation is a standard practice to align management's interests with those of shareholders.
Comparison to Industry Standards
- Equity compensation practices, including the use of RSUs, PSUs, and SARs, are common among publicly traded companies, particularly in the healthcare and medical device industries.
- Companies like Medtronic, Boston Scientific, and Abbott also utilize similar equity-based compensation plans to incentivize and retain key executives.
- The specific performance metrics used for PSU vesting, such as free cash flow, return on invested capital, and total shareholder return, are widely recognized as important indicators of company performance and value creation.
Stakeholder Impact
- The vesting of equity awards aligns management's interests with those of shareholders, potentially driving long-term value creation.
- The transactions have a minimal direct impact on employees, customers, suppliers, or creditors.
Next Steps
- Future vesting of RSUs and PSUs will occur based on continued service and achievement of performance targets.
- The value of SARs will depend on the future performance of LivaNova PLC's stock.
Key Dates
| Date | Description |
|---|---|
| 03/30/2021 | Reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2022. |
| 03/30/2022 | Reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2023. |
| 01/01/2022 | Start date for the three-year period used to calculate total shareholder return (TSR) for PSU vesting. |
| 03/30/2022 | Reporting person was granted PSUs to vest or lapse on March 30, 2025 based on the Company's cumulative adjusted free cash flow (FCF), Return on Investment Capital (ROIC) and total shareholder return (TSR) for performance period 2022-2024. |
| 03/30/2023 | Reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2024. |
| 12/31/2024 | End date for the three-year period used to calculate total shareholder return (TSR) for PSU vesting. |
| 03/30/2024 | Reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2025. |
| 01/01/2025 | Start date for the three-year period used to calculate total shareholder return (TSR) for PSU vesting. |
| 03/30/2025 | Date of the reported transactions, including vesting of RSUs and PSUs, disposal of shares for tax liabilities, and grant of new RSUs, PSUs, and SARs. |
| 03/30/2025 | PSUs to vest or lapse on March 30, 2028 based on how the Company's FCF and ROIC for performance period 2025-2027 compares to a target determined by the 2022 Plan Administrator. |
| 03/30/2025 | PSUs to vest or lapse on March 30, 2028 based on the Company's TSR for the three-year period beginning on January 1, 2025 and ending December 31, 2027 relative to the TSR of an index of companies, as determined by the 2022 Plan Administrator. |
| 03/30/2026 | First vesting date for RSUs granted on March 30, 2025. |
| 12/31/2027 | End date for the three-year period used to calculate total shareholder return (TSR) for PSU vesting. |
| 03/30/2028 | Vesting or lapse date for PSUs granted on March 30, 2025, based on performance during the period 2025-2027. |
| 03/30/2035 | Expiration date for stock appreciation rights (SARs) granted on March 30, 2025. |
| 04/01/2025 | Date of signature for the report. |
Keywords
LivaNova PLC, Stephanie Bolton, stock appreciation rights, performance stock units, restricted stock units, insider trading, Form 4, vesting, shares, PSU, RSU, SAR
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