Donald Zurbay
LivaNovaAbout Donald Zurbay
Donald (Don) Zurbay was appointed to LivaNova’s Board on September 4, 2025 and serves as a non‑executive director on the Audit & Compliance Committee. He brings CFO and CEO experience from Patterson Companies (CFO 2018–2022; CEO 2022–May 2025) and earlier St. Jude Medical (CFO 2012–2017; VP & Corporate Controller 2004–2012). He holds a bachelor’s degree in business accounting from the University of Minnesota; LivaNova described his expertise in finance, accounting, and strategy among global healthcare companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patterson Companies, Inc. | President & CEO | Oct 2022 – May 2025 | Led public distributor of dental and animal health products; prior CFO; signals deep operational and financial oversight |
| Patterson Companies, Inc. | Chief Financial Officer | Jun 2018 – Oct 2022 | Oversaw finance and accounting; supported transformation initiatives |
| St. Jude Medical, Inc. | Chief Financial Officer | Aug 2012 – Feb 2017 | Public medtech CFO with responsibility for accounting, finance, BD; prior Corporate Controller |
| St. Jude Medical, Inc. | VP & Corporate Controller | Mar 2004 – Aug 2012 | Senior accounting leadership at global medical device firm |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sight Sciences, Inc. | Director | Since Jun 2020 | Audit Committee Chair; Compensation Committee member |
| Silk Road Medical, Inc. | Director | Since Mar 2018 | Audit Committee; Compensation Committee |
| Avedro, Inc. (acquired by Glaukos 2019) | Director | Jul 2017 – Nov 2019 | Audit Committee member |
Board Governance
- Committee assignments: Audit & Compliance Committee (LivaNova) .
- Independence and governance: Zurbay is a non‑executive director; independence determinations are made by the Nominating & Corporate Governance (NCG) Committee under Nasdaq/SEC rules. LivaNova states nine of ten directors were independent as of the 2025 proxy; all committee members are independent and audit committee financial experts. Directors are prohibited from hedging or pledging company stock.
- Attendance: The Board met nine times in 2024 and all directors met at least 75% attendance; Zurbay joined in Sep 2025, so his attendance for 2024 was not applicable.
- Related‑party oversight: The Audit & Compliance Committee reviews/approves related‑party transactions; none required disclosure in FY 2024. Zurbay’s 8-K notes no Item 404(a) transactions since Jan 1, 2024 and none proposed.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | Effective 2025 AGM per program; prorated to 2026 AGM for Zurbay’s initial term |
| Audit & Compliance Committee Member Fee | $15,000 | Annual; prorated to 2026 AGM |
| Equity (Annual Service‑Based RSU Grant) | $185,000 fair value | Under Director Incentive Plan; prorated to 2026 AGM |
| Chair Fees | Not applicable | Only if chairing a committee; AC Chair fee set at $30,000 for program |
Performance Compensation
| Award Type | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None disclosed for directors (service‑based) | RSUs generally vest on the earlier of one‑year anniversary of grant or Change in Control; prorated if director separates earlier | Zurbay’s initial equity award is service‑based RSUs (grant-date fair value $185k) |
| Options/PSUs | Not part of director program | N/A | Director equity is service‑based RSUs under 2025 Director Incentive Plan framework |
Other Directorships & Interlocks
| Company | Industry | Role/Committees | Potential Interlock Considerations |
|---|---|---|---|
| Sight Sciences, Inc. | Ophthalmology medtech | Director; Audit Chair; Compensation Committee member | No disclosed LivaNova transactions; governance strength via audit leadership; time commitments to multiple boards to monitor |
| Silk Road Medical, Inc. | Vascular surgery medtech | Director; Audit and Compensation Committees | No disclosed LivaNova transactions; medtech adjacency but no disclosed conflicts |
Expertise & Qualifications
- 30+ years in finance/accounting leadership across public medtech and distribution; former CFO and CEO of Patterson; former CFO and Corporate Controller of St. Jude Medical.
- Audit committee leadership at external public companies (chairs Sight Sciences’ Audit Committee).
- Education: BS in business/accounting (University of Minnesota).
Equity Ownership
- Beneficial ownership at LivaNova: Not disclosed for Zurbay in 2025 proxy; initial RSU award at appointment (service‑based).
- Alignment policies: Directors must hold meaningful equity; non‑executive directors prohibited from hedging or pledging company stock.
Governance Assessment
- Signals increasing board financial rigor: Appointment to Audit & Compliance Committee; all audit committee members deemed “financial experts” under SEC rules.
- Compensation alignment: Cash/equity mix consistent with revised 2025 director program; service‑based RSUs vesting schedule promotes retention without performance gaming.
- Conflict controls: No related‑party transactions disclosed in FY 2024; Zurbay had no Item 404(a) transactions or proposed transactions at appointment; strict insider trading policy and prohibitions on hedging/pledging.
- RED FLAGS: None disclosed regarding related‑party, hedging/pledging, tax gross‑ups, or option repricing; monitor multi‑board commitments for potential overboarding risk (no explicit policy issues disclosed).