LivaNova PLC appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Additionally, on April 14, 2023, the Company announced that Damien McDonald resigned as Chief Executive Officer of the Company and as a member of the Company's Board of Directors, effective immediately. Furthermore, the Company announced that William A. Kozy, Chair of the Board of Directors, has been appointed interim Chief Executive Officer. The Board of Directors has retained a leading international executive search firm to assist with the search for a new Chief Executive Officer. Mr. Kozy will continue to serve as the Chair of the Company's Board of Directors. 


Mr. Kozy, 71, brings a depth of corporate leadership experience in the areas of innovation systems, operations, manufacturing and ERP (Enterprise Resource Planning) implementation as well as broad and relevant experience in global strategy, mergers and acquisitions, technology and product development. Mr. Kozy retired from Becton, Dickinson and Company (BD), a global medical technology company, in 2016 where he served as Executive Vice President and Chief Operating Officer from 2011 to 2016. At BD, 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 has served on the Company's Board of Directors since 2018 and has been the Chair of the Board since 2021. He also is the Vice Chair and Lead Director at The Cooper Companies where he has served as a director since 2016. Mr. Kozy holds a B.A. from Kenyon College.


Mr. Kozy does not have any family relationships with any executive officer or director of the Company or its affiliates. There are no arrangements or understandings with the Company, or any other persons, under which Mr. Kozy was elected to serve as an officer of the Company. In addition, he is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. 


Pursuant to a settlement agreement (the "Agreement") dated April 14, 2023 with the Company, the Company elected to bring Mr. McDonald's 12-month notice period to an end such that his employment with the Company will cease on May 31, 2023, until which time Mr. McDonald will be on garden leave. Mr. McDonald will receive a notice payment of £1,062,138.55 in accordance with the terms of his previously disclosed service agreement, representing the 12-month value of Mr. McDonald's salary and certain cash benefits during what would have been his notice period. The notice payment will be received by Mr. McDonald during his garden leave period and thereafter in monthly installments between June 2023 and April 2024 and will be reduced by income received by Mr. McDonald from any new employment obtained by him during that period. Any unvested equity awards held by Mr. McDonald will be forfeited on the last day of his employment, i.e., May 31, 2023. Also, in accordance with the terms of Mr. McDonald's previously disclosed service agreement, he will continue to receive certain non-cash benefits that would have been received by him during what would have been his notice period, including health insurance, tax return assistance and the continuation of an existing executive coaching program (to a maximum value of £20,000 plus tax). In addition, pursuant to the Agreement, the Company agreed to contribute to the cost of legal advice for Mr. McDonald in relation to the Agreement, up to a maximum amount of £25,000 plus tax.