2 November 2016
LivaNova PLC Chief Executive Officer Succession
LivaNova PLC (the "Company") today announces that on 1 November 2016, André-Michel Ballester resigned as the Chief Executive Officer of the Company and as a member of the Company's Board of Directors, effective on 31 December 2016. Also on 1 November 2016, the Board of Directors of the Company appointed Damien McDonald, currently the Company's Chief Operating Officer, as Chief Executive Officer and as a member of the Board of Directors, effective 1 January 2017.
Arrangements with André-Michel Ballester
Pursuant to a separation agreement (the "Agreement") with the Company, Mr. Ballester will receive a payment in the amount of £725,000 (which represents a payment in lieu of 12 month's salary and allowances in lieu of his notice period, in accordance with the terms of Mr Ballester's service contract with the Company), which will be paid, at his option, as a lumpsum by 31 January 2017 or in 12 monthly installments, the first of which will be paid by 31 January 2017. In addition, Mr. Ballester will be eligible under his service agreement to receive in 2017 an amount equal to any bonus that would have been paid under the Company's Annual Executive Bonus Program for fiscal year 2016.
Mr. Ballester has agreed to provide consulting services to the Company commencing 31 December 2016 and continuing through 31 December 2020. During 2017, Mr. Ballester has agreed to devote at least 50% of his working days to the business of the Company, including providing transitional support for his successor, for which he will be paid a consulting fee in the amount of $400,000. During 2018, 2019 and 2020, Mr. Ballester has agreed to provide litigation support services, as needed, for which he will be paid a consulting fee in the amount of $50,000 per year.
As Mr Ballester will remain a service provider, the Company will exercise its discretion to allow vesting to continue under Mr. Ballester's Restricted Stock Unit Award Grant Notice and Agreement dated 11 November 2015, his Restricted Stock Unit Award Grant Notice and Agreement dated 11 March 2016, and his Stock Appreciation Right Grant Notice and Agreement dated 11 March 2016 until 31 December 2017.
Also pursuant to the Agreement, Mr. Ballester will honor during 2017 the one-year covenant not-to-compete embodied in his Service Agreement, filed as Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on 19 October 2015. He has also agreed to honor during 2018 a one-year covenant not-to-compete pertaining to businesses involving cardiac rhythm management and trans-catheter mitral valve repair and replacement.
This foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement to be finalized on the terms set out above, a copy of which will be filed with the SEC as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended 31 December 2016.
The foregoing disclosures are also made in accordance with Section 430(2B) of the Companies Act 2006. These arrangements are consistent with the provisions of the Directors' Remuneration Policy approved by shareholders at the annual general meeting held on 15 June 2016.
Appointment of Damien McDonald
On 1 November 2016, the Board of Directors of the Company appointed Damien McDonald, currently the Company's Chief Operating Officer, as Chief Executive Officer and as a member of the Board of Directors, effective 1 January 2017.
Prior to joining the Company, Mr. McDonald, age 51, held several senior roles in the global life science sector. Most recently, Mr. McDonald was GroupExecutive and Corporate Vice President at Danaher Corporation. From 2013 until 2016, he served as GroupPresident, Professional Consumables at Danaher. During his tenure at Danaher, he was responsible for, among other things, 13 operating plants in Europe and the Americas and over 3,200 employees globally. From 2011, Mr. McDonald served as GroupPresident of Kerr Corporation, a subsidiary of Danaher Corporation, where he was responsible for a dental consumables business with operations in the United States, Mexico, Switzerland, Italy and the Czech Republic. In 2010, Mr. McDonald undertook special projects for Danaher Corporation. From 2007 to 2010, Mr. McDonald was President, Zimmer Spine at Zimmer Holdings, where he was responsible for divisions in the United States and France. From 1999 to 2007, Mr. McDonald occupied various roles with Johnson & Johnson. Mr. McDonald holds bachelor's degrees in pharmacy and economics from the University of Queensland in Australia, a master's degree in international economics from the University of Wales, and an MBA from the Institute for Management Development (IMD) in Lausanne.
Mr. McDonald's Service Agreement was filed with the SEC contemporaneous with the announcement of his appointment to the position of Chief Operating Officer.
There are no family relationships between Mr. McDonald and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
LivaNova PLC is a global medical technology company formed by the merger of Sorin S.p.A, a leader in the treatment of cardiovascular diseases, and Cyberonics Inc., a medical device company with core expertise in neuromodulation. LivaNova transforms medical innovation into meaningful solutions for the benefit of patients, healthcare professionals, and healthcare systems. The Company employs approximately 4,600 employees worldwide and is headquartered in London, U.K. With a presence in more than 100 countries, LivaNova operates as three business units: Cardiac Surgery, Cardiac Rhythm Management, and Neuromodulation, with operating headquarters in Clamart (France), Mirandola (Italy) and Houston (U.S.), respectively.
LivaNova is listed on NASDAQ and listed on the Official List of the UK's Financial Conduct Authority and traded on London Stock Exchange (LSE) under the ticker symbol "LIVN".
For more information, please visit www.livanova.com, or contact:
Investor Relations and Media
Vice President, Investor Relations & Corporate Communications
Phone: +1 (281) 228-7262
Fax: +1 (281) 218-9332
Last updated on: 03/11/2016
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