Ahmet Tezel
LivaNovaAbout Ahmet Tezel
Ahmet Tezel is LivaNova’s Chief Innovation Officer, age 50, who joined the company in May 2024. He holds bachelor’s and master’s degrees in chemical engineering from Boğaziçi University and a Ph.D. in chemical engineering from the University of California, Santa Barbara, specializing in transdermal drug delivery and vaccination . For 2024, LivaNova reported revenue of $1.25 billion (+8.7% reported, +9.3% constant currency, +10.7% organic) and adjusted operating income of $239.2 million (vs. $169.3 million in 2023), which underpin the company’s pay-for-performance framework linking annual incentives to Net Sales and Adjusted Operating Income and long-term incentives to rTSR, FCF, and ROIC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson MedTech | Company Group Chairman, leading Global R&D & Innovation | Nov 2022 – Mar 2024 | Led global R&D and innovation teams across medtech businesses |
| Johnson & Johnson | Worldwide Vice President, Research & Development | Jun 2020 – Nov 2022 | Executive R&D leadership driving innovation turnaround initiatives |
| Alcon, Inc. | Surgical Franchise Head, Research & Development | Feb 2017 – Jun 2020 | Led surgical R&D; advanced ophthalmology platforms |
| Alcon, Inc. | Vice President, R&D, Intraocular Lenses | Apr 2014 – Jan 2018 | Oversaw IOL R&D for Class III devices |
| Allergan, Inc. | Vice President, Research & Product Development – Medical Device | Feb 2011 – Mar 2013 | Developed Class III implantables and capital equipment |
| Inamed Corp. | R&D Scientist | 2004 (start) | Early career research in medical devices |
External Roles
No public-company directorships disclosed in the latest proxy for Tezel .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary (as of Dec 31, 2024) | $550,000 | New hire; 2024 salary paid prorated from May 13 |
| Target Bonus ($) | $227,589 (prorated) | Based on start date; formula links to Net Sales and Adjusted Operating Income |
| Payout % | 125.4% | Company-wide STIP BPF and NFG modifier applied |
| Actual Bonus Paid ($) | $285,397 | Calculated at 125.4% of prorated target |
| All Other Compensation ($) | $10,577 (registrant contributions) | Contribution Plan; no perquisites disclosed for Tezel |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Design and Outcomes
| Metric | Weight | Target | Actual | Payout/Modifier | Vesting |
|---|---|---|---|---|---|
| Net Sales (constant currency, M&A-adjusted) | 50% | Not disclosed | Not disclosed | Part of BPF; company factor contributed to 125.4% payout | Cash (annual) |
| Adjusted Operating Income (constant currency, specified adjustments) | 50% | Not disclosed | Not disclosed | Part of BPF; company factor contributed to 125.4% payout | Cash (annual) |
| Non-Financial Goals (DTD, Epilepsy, CP, IT/Cyber) | ±25% modifier | Goals set by CHCM | Evaluated discretionarily | Applied to final payout (max ±25%) | N/A |
Tezel’s 2024 STIP target and payout were prorated from his May 13, 2024 start date .
Long-Term Incentive Plan (LTIP) – 2024 Grants
| Instrument | Grant-Date Fair Value ($) | Key Terms | Vesting |
|---|---|---|---|
| RSUs | $375,000 | Service-based; number determined by grant date close price | Vest in 4 equal annual installments |
| SARs | $375,000 | Service-based; number determined via Black-Scholes | Vest in 4 equal annual installments |
| rTSR PSUs | $375,000 (accounting value $503,631 via Monte Carlo) | 3-year rTSR vs S&P Healthcare Equipment Select Constituents index; linear curve (30th→40%, 50th→100%, 80th→150%, 90th→200%) | Cliff vest Mar 30, 2027 |
| FCF PSUs | $187,500 | Adjusted FCF performance; 3-year horizon | Generally 3-year vest (cliff for 2022 cohort) |
| ROIC PSUs | $187,500 | ROIC performance; 3-year horizon | Generally 3-year vest (cliff for 2022 cohort) |
Context: Company disclosed 2022 PSU vesting outcomes—88.1% of FCF PSUs and 78.5% of ROIC PSUs vested on 3-year performance (2022–2024), illustrating calibration of operating metrics over multi-year periods .
Summary Compensation (Total Pay Mix)
| Component | 2024 ($) |
|---|---|
| Salary (prorated from May 13) | $349,039 |
| Stock Awards | $1,503,550 |
| Option Awards (SARs) | $624,980 |
| Non-Equity Incentive (STIP) | $285,397 |
| All Other Compensation | $10,577 |
| Total | $2,773,543 |
Equity Ownership & Alignment
| As-of Date | Shares Owned | Shares Acquirable within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| April 14, 2025 | — | 2,967 | 2,967 | <1% |
- Stock ownership guidelines: Executives must hold equity equal to three times base salary; RSUs count, PSUs and options do not. Until the threshold is met, executives must retain 100% of net shares from vesting, subject to the Insider Trading Policy .
- Hedging and pledging: LivaNova prohibits officers and directors from hedging and pledging Company securities; options are not repriced; no excise tax gross-ups .
Employment Terms
Severance and Change-in-Control Economics (as of Dec 31, 2024)
| Scenario | Severance ($) | STIP ($) | LTIP Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause / Good Reason | 550,000 | — | — | 550,000 |
| Change in Control Separation | 550,000 | — | 1,208,645 (11,863 RSUs + 14,236 PSUs at $46.31) | 1,758,645 |
| Disability | 550,000 | — | 1,208,645 | 1,758,645 |
| Death | 1,000,000 (life insurance max) | — | 1,208,645 | 2,208,645 |
- Double trigger: Awards granted in 2023 and 2024 accelerate only upon a qualifying termination within 24 months after a change in control; 2021–2022 awards had single-trigger acceleration pre-CIC for SARs/RSUs .
- Clawbacks: Two policies—Compensation Recoupment Policy (restatements, materially inaccurate metrics, significant misconduct) and Nasdaq Rule 5608-compliant Incentive Compensation Clawback Policy (adopted July 2023) .
- Start date and title: Joined May 2024 as Chief Innovation Officer .
Performance & Track Record
- Innovation agenda and execution: Tezel established an innovation committee and operating model focused on process/governance, operating model, talent, and culture, with initiatives in cardiopulmonary (inline blood monitoring, next-gen oxygenator), epilepsy (next-gen VNS connectivity, data analytics), DTD (RECOVER publications, CMS coverage pursuit), and OSA (OSPREY RCT success; modular PMA submission targeting H1 2025) .
- OSA clinical outcomes: OSPREY achieved primary safety and efficacy endpoints; 12-month outcomes showed median AHI reduction of 66.2% and ODI reduction of 63.3% (active group), supporting PMA module filings and commercialization plans .
- DTD (VNS Therapy): RECOVER data support improvements in symptoms, function, and quality of life for TRD patients; formal CMS reconsideration planned after publication of five manuscripts .
- Company-level pay-vs-performance alignment: CAP for executives directionally aligned with TSR; most important measures used to link pay and performance: Net Sales, Adjusted Operating Income, rTSR, Free Cash Flow, ROIC .
Compensation Committee Analysis
- Design and practices: Balanced pay mix across base salary, STIP, and multi-year equity (RSUs, SARs, PSUs); substantial variable pay contingent on business objectives; double-trigger CIC acceleration; independent consultant Pearl Meyer used for market benchmarking .
- rTSR comparator change: 2024 PSUs moved from a bespoke peer group to the S&P Healthcare Equipment Select Constituents index to improve alignment and benchmark stability; rTSR PSU curve with 0–200% payout based on percentile rank .
- No repricing, hedging, pledging, or excise tax gross-ups; clawback mechanisms in place .
Investment Implications
- Compensation alignment: Tezel’s pay is heavily equity-based (2024 stock + options ~$2.13M of $2.77M total), with near-term cash incentives tied to Net Sales and Adjusted Operating Income and long-term incentives diversified across market (rTSR) and operating metrics (FCF, ROIC), reinforcing shareholder alignment if performance is sustained .
- Retention and CIC: Severance equals 12 months of base salary (no STIP), with double-trigger equity acceleration mitigating windfalls while protecting talent in a transaction—supportive of retention yet limiting overpayment risk .
- Ownership: Direct beneficial ownership is low (<1%; 2,967 shares acquirable within 60 days), with required ownership guidelines (3x salary) and mandatory net share retention until compliance—alignment should increase over time as RSUs vest .
- Execution signals: Public remarks and disclosed program milestones indicate an execution-focused innovation roadmap across CP, epilepsy, DTD, and OSA; successful OSPREY outcomes and PMA progress represent value creation levers to track for future incentive realizations and potential insider activity as awards vest .