Dr. Sharon O’Kane
LivaNovaAbout Dr. Sharon O’Kane
Independent non‑executive director of LivaNova since 2015; age 57. Former co‑founder and Chief Scientific Officer of Renovo Group Plc (1998–2010), currently non‑executive director on the Health Products Regulatory Authority Board in Ireland (Audit & Risk Committee), Visiting Professor at Ulster University, and Entrepreneur in Residence at University College Dublin since 2015. Holds BSc (Hons) First Class and PhD in Biomedical Sciences (University of Ulster), a Diploma in Company Direction, is a Chartered Director and Fellow of the Institute of Directors (UK), and completed corporate governance training at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renovo Group Plc | Co‑founder; Chief Scientific Officer; Director | 1998–2010 | Led R&D and commercialization in UK biotech |
| Iomet Pharma Ltd | Non‑Executive Director | 2010–2016 | Board oversight |
| University of Manchester UMIP | Entrepreneur in Residence | 2009–2014 | Commercialization mentorship |
| Manchester Inward (development agency) | Non‑Executive Director | 2010–2012 | Regional economic development |
| Stevenage Bioscience Catalyst (GSK) | Expert Advisor | 2012–2019 | Translational innovation advice |
| Queen’s University Belfast | Commercial Mentor | 2016–2019 | Academic commercialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Health Products Regulatory Authority (Ireland) | Non‑Executive Director; Audit & Risk Committee member | Current | National regulator; governance and risk oversight |
| Ulster University | Visiting Professorship | Current | Advises Faculty of Life & Health Sciences |
| University College Dublin | Entrepreneur in Residence | 2015–Present | Innovation mentorship |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee (NCG). NCG held eight scheduled meetings in 2024 plus ad hoc meetings for CEO/director succession; responsibilities include director qualifications, independence determinations, board/committee evaluations, CEO succession, and oversight of ESG matters .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq and SEC rules; Audit and CHCM committees meet heightened independence criteria .
- Attendance: The Board met nine times in 2024; each director attended at least 75% of Board and applicable committee meetings. Eight of ten directors attended the 2024 AGM .
- Leadership: Separate independent Chair from CEO; regular executive sessions for non‑executive directors at Board and committee meetings .
- Diversity: NCG requires at least one woman and one underrepresented minority in each slate of nominees; O’Kane is part of a diverse Board slate .
- Shareholder accountability: Majority voting in uncontested elections; annual director elections; no poison pill .
Fixed Compensation
| Component | Amount | Timing/Condition | Source |
|---|---|---|---|
| Annual cash retainer (non‑exec director) | $110,000 | Jan 2024–2024 AGM | |
| Annual cash retainer (Board Chair) | $185,000 | Jan 2024–2024 AGM | |
| Annual cash retainer (non‑exec director) | $60,000 | Effective at 2024 AGM | |
| Annual cash retainer (Board Chair) | $135,000 | Effective at 2024 AGM | |
| Committee Chair fee (NCG) | $20,000 | Annual | |
| Committee Chair fee (CHCM) | $20,000 | Annual | |
| Committee Chair fee (Audit) | $30,000 | Annual | |
| Committee member fee (NCG) | $8,000 | Annual | |
| Committee member fee (CHCM) | $8,000 | Annual | |
| Committee member fee (Audit) | $15,000 | Annual |
| 2024 Director Compensation (O’Kane) | Amount | Source |
|---|---|---|
| Fees Earned in Cash | $107,335 | |
| Stock Awards (grant‑date fair value) | $180,000 | |
| Total | $287,335 |
Performance Compensation
| Equity Award Type | Grant Value | Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (service‑vesting; non‑exec director) | $180,000 | 3,416 | Generally vests after one year; accelerated on Change in Control per award terms | None; director RSUs are service‑based per current policy |
| 2025 Annual RSU (planned under Director Plan) | $185,000 | Not determinable until grant date | As per Director Plan and policy | None; directors currently receive service‑vesting RSUs |
Notes:
- Non‑exec director equity is currently granted solely as service‑vesting RSUs; the 2025 Director Incentive Award Plan authorizes options, SARs, restricted stock, RSUs, and other awards, but practice is RSUs only for directors .
Other Directorships & Interlocks
- Compensation & Human Capital Management Committee interlocks: None; no LivaNova executive served on another company’s board/compensation committee where a reciprocal interlock existed in 2024 .
- Other current public company boards for Dr. O’Kane: None disclosed in the proxy .
Expertise & Qualifications
- Biomedical sciences expertise (BSc First Class; PhD), governance credentials (Chartered Director; Fellow of IoD), governance training (Harvard Business School), and extensive healthcare R&D, IP/licensing, regulatory and public policy experience. Skills cited by the company include governance, IP/licensing, regulatory affairs, and medical device industry understanding .
Equity Ownership
| As of Record Date | Shares Owned | Shares Acquirable within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| April 14, 2025 | 9,494 | 3,416 | 12,910 | * |
- Stock ownership guidelines: Non‑exec directors must hold equity equal to five times annual cash retainer; directors are prohibited from hedging or pledging LivaNova stock .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares (+/−) | Price ($) | Post‑Txn Ownership | Citation |
|---|---|---|---|---|---|---|
| 2025‑06‑17 | 2025‑06‑15 | M‑Exempt (award/settlement) | +3,416 | 0.00 | 12,910 | https://www.sec.gov/Archives/edgar/data/1639691/000163969125000084/0001639691-25-000084-index.htm |
| 2025‑06‑17 | 2025‑06‑15 | F (tax withholding, in‑kind) | −1,606 | 45.76 | 11,304 | https://www.sec.gov/Archives/edgar/data/1639691/000163969125000084/0001639691-25-000084-index.htm |
- These filings indicate service‑vesting RSU delivery followed by share withholding for taxes; the company’s beneficial ownership table aligns with post‑award holdings before tax settlement timing and Form 4 filings above.
Governance Assessment
- Board effectiveness: As NCG Chair, O’Kane led a high‑engagement governance agenda (eight scheduled meetings plus ad hoc succession sessions), overseeing board composition, independence, annual evaluations, CEO succession, and ESG oversight—key functions for effective governance and investor confidence .
- Independence and attendance: Confirmed independent; the Board reports strong attendance and regular executive sessions, supporting robust oversight quality .
- Alignment: 2024 director pay mix favored equity (RSUs) with strengthened stock ownership requirements and explicit prohibitions on hedging/pledging, enhancing alignment with shareholders .
- Compensation structure changes: In 2024 the Board shifted compensation from cash to equity (retainer reduced; RSU value increased); for 2025 retainer and RSU value modestly increased, maintaining competitive levels while keeping equity central to director pay .
- Conflicts/related‑party: No related‑party transactions were reported for 2024; CHCM interlocks absent; insider trading policy bans hedging/pledging—reducing conflict and alignment risks .
RED FLAGS
- None disclosed: no related‑party transactions (Item 404(a)), no pledging/hedging, no compensation interlocks, and majority voting in uncontested elections. A potential perception risk exists due to concurrent service on a national health regulator board, but no conflict or related‑party exposure is disclosed; independence determinations remain intact .
Additional shareholder signals
- Say‑on‑Pay support of 95% in 2024; UK directors’ remuneration report also approved at 95%, indicating strong shareholder backing for compensation governance .