Brooke Story
LivaNovaAbout Brooke Story
Brooke Story, age 53, has served as an independent director of LivaNova PLC since 2022. She is Integration Lead at Becton, Dickinson and Company (BD) since June 2024, and previously held senior leadership roles at BD and Medtronic; earlier career stops include Johnson & Johnson sales and Accenture consulting. She holds a BS in Industrial Engineering (University of Tennessee) and an MBA (University of Michigan) . She is currently a member of LivaNova’s Nominating & Corporate Governance (NCG) Committee and is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Becton, Dickinson & Company | Integration Lead | Jun 2024 – Present | Senior integration leadership post; previously Worldwide President, Surgery (Jul 2023 – Mar 2024) and Worldwide President, Integrated Diagnostics Solutions (Apr 2021 – Jul 2023) |
| Medtronic | President, Pelvic Health & Gastric Therapies; prior finance, sales, BU leadership | ~15 years (dates not specified) | Progressively senior roles across functions and BU leadership prior to BD |
| Johnson & Johnson | Sales (early career) | Not disclosed | Early commercial experience |
| Accenture | Consultant (early career) | Not disclosed | Early consulting experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Sigilon Therapeutics (SGTX) | Director | Current (as disclosed) | Committee service not disclosed in LIVN proxy |
No Compensation Committee interlocks were disclosed for LivaNova’s CHCM Committee in 2024 (company-wide disclosure) .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board determined all non-CEO directors are independent under Nasdaq/SEC rules |
| Director Since | 2022 |
| Committees | Nominating & Corporate Governance (member) |
| Committee Chair Roles | None |
| Board Meetings (2024) | 9 meetings; each director attended ≥75% of Board and applicable committee meetings |
| NCG Committee Meetings (2024) | 8 scheduled meetings (plus ad hoc meetings for CEO/director succession) |
| Executive Sessions | Regular executive sessions of independent directors |
| Stock Ownership Guidelines | Directors must hold equity equal to 5x annual cash retainer; retain 100% of net shares until compliant |
| Hedging/Pledging | Prohibited for directors and employees |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned in cash | $90,390 |
| Equity (RSUs) – grant date fair value | $180,000 |
| Total | $270,390 |
Director fee structure (policy levels):
| Effective Period | Board Retainer (Non-Chair) | Board Chair Retainer | NCG Chair Fee | NCG Member Fee | CHCM Member Fee | AC Member Fee |
|---|---|---|---|---|---|---|
| Jan 2024 – 2024 AGM | $110,000 | $185,000 | $20,000 | $8,000 | $8,000 | $15,000 |
| From 2024 AGM | $60,000 | $135,000 | $20,000 | $8,000 | $8,000 | $15,000 |
| From 2025 AGM | $70,000 | $145,000 | $20,000 | $10,000 | $10,000 | $15,000 |
Notes:
- In 2024, cash retainer was reduced and equity grant value was increased to rebalance mix per Pearl Meyer benchmarking . For 2025, modest increases in cash retainer, NCG/CHCM member fees, and equity grant value were approved .
Performance Compensation
| Director Equity | Grant Value | Instruments | Grant Size | Vesting / Terms |
|---|---|---|---|---|
| 2024 Annual Grant | $180,000 | Service-vesting RSUs | 3,416 RSUs | Vest on earlier of 1-year anniversary or Change in Control, per RSU agreement |
| 2025 Annual Grant (policy) | $185,000 | Service-vesting RSUs | N/A (determined at grant) | Annual RSU awards under 2025 Director Plan; amounts approved by Board |
- LivaNova’s non-executive director equity is time-based RSUs; no director options/PSUs are disclosed; director grants fall under the Director Plan and service-based equity policy .
Other Directorships & Interlocks
| Company | Relationship to LIVN | Interlock/Conflict Indicator |
|---|---|---|
| Sigilon Therapeutics (SGTX) – Director | No related-party transactions disclosed involving directors in 2024 | None disclosed; no Item 404(a) related-party transactions in 2024 |
| Compensation Committee Interlocks (company-wide disclosure) | Standard Regulation S-K item | None in 2024 |
Expertise & Qualifications
- Senior medtech operating executive with international strategy and operations expertise; proven leadership in large device organizations .
- Education: BS Industrial Engineering (University of Tennessee); MBA (University of Michigan) .
- Board-relevant skills cited by LivaNova include international business strategy, operations in regulated medtech, team development, and economic value creation .
Equity Ownership
Beneficial ownership as of April 14, 2025:
| Holder | Shares Owned | Shares Acquirable within 60 days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Brooke Story | 3,476 | 3,416 | 6,892 | * |
Notes:
- Directors are prohibited from hedging/pledging company stock; stock ownership guidelines apply (5x annual cash retainer; 100% net shares retained until compliant) .
- The proxy does not disclose individual compliance status with ownership guidelines by director; only policy and aggregate approach are disclosed .
Governance Assessment
- Strengths for investor confidence: Independent status, active NCG Committee membership with 8 meetings in 2024, and at least 75% attendance support engagement; robust governance framework includes annual board/committee evaluations, majority voting, prohibitions on hedging/pledging, and director ownership guidelines . LivaNova also reports strong say‑on‑pay support (95% approval in 2024), indicating shareholder alignment with governance/compensation practices .
- Alignment of incentives: 2024 rebalancing lowered cash retainer and increased equity grants; 2025 adjustments modestly raise both cash and equity, keeping a meaningful equity component via service‑vesting RSUs for directors .
- Conflicts/related party: None disclosed for 2024; the Board reaffirmed independence determinations under Nasdaq and SEC rules. While Story holds a senior role at BD, the proxy reports no related‑party transactions and maintains a related-party policy overseen by the Audit & Compliance Committee; independence for all non‑CEO directors (including Story) was affirmed .
- RED FLAGS: None identified in the proxy related to attendance shortfalls, related‑party transactions, hedging/pledging, or anomalous director pay practices. CHCM interlocks were not present in 2024 (company‑wide) .