Francesco Bianchi
LivaNovaAbout Francesco Bianchi
Independent director of LivaNova PLC since 2015 (age 68). Bianchi chairs Seven Capital Partners S.r.l., where he has served since 2013 and became Chair in June 2018 (previously CEO). He brings 30+ years of M&A/strategic advisory experience across JPMorgan Chase (Paris), Morgan Grenfell (London), Citi (Milan), Bankers Trust (Milan), and led strategic planning at Banca‑Intesa S.p.A.; he is a chartered accountant with a degree in economic sciences (with honors) from the University of Florence. LivaNova classifies him as independent, and he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seven Capital Partners S.r.l. | Chair (previously CEO) | With firm since 2013; Chair since June 2018 | Financial consulting leadership; strategy/M&A expertise |
| JPMorgan Chase (Paris) | Various senior roles | Not disclosed | M&A/strategic advisory experience |
| Morgan Grenfell (London) | Various senior roles | Not disclosed | M&A/strategic advisory experience |
| Citi (Milan) | Roles including General Manager and Head of M&A/Corporate Finance | Not disclosed | Led M&A and corporate finance division |
| Bankers Trust (Milan) | Roles including General Manager and Head of M&A/Corporate Finance | Not disclosed | Led M&A and corporate finance division |
| Banca‑Intesa S.p.A. | Head of Strategic Planning (Italy & abroad) | Not disclosed | Ran strategic planning division |
External Roles
| Type | Organization | Role | Dates |
|---|---|---|---|
| Private company | Seven Capital Partners S.r.l. | Chair (previously CEO) | Chair since June 2018; with firm since 2013 |
| Public company boards | — | — | No other current public company directorships disclosed for Bianchi in the proxy |
Board Governance
- Committee assignments: Audit & Compliance Committee (member) and Compensation & Human Capital Management Committee (member). AC met 8 times in 2024; CHCM met 11 times in 2024. Bianchi is an “audit committee financial expert.”
- Independence: Board determined all directors other than the CEO are independent (Bianchi designated “Independent”).
- Attendance: The Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served.
- Committee leadership context: AC Chair – Todd Schermerhorn; CHCM Chair – Stacy Enxing Seng; NCG Chair – Dr. Sharon O’Kane.
- Executive sessions and governance: Regular executive sessions of independent directors; annual Board/committee self-evaluations with third‑party facilitation in 2024.
Fixed Compensation (Non‑Executive Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned in cash (Bianchi) | $105,390 | Reflects Board retainer plus committee fees per schedule below |
| Stock awards (RSUs) (Bianchi) | $180,000 | Value corresponds to 3,416 RSUs |
| Total (Bianchi) | $285,390 | — |
Director fee schedule and mix changes:
- Through 2024 AGM: Annual Board cash retainer $110,000 ($185,000 Chair). Committee chair fees: AC $30,000; CHCM $20,000; NCG $20,000. Committee member fees: AC $15,000; CHCM $8,000; NCG $8,000.
- Effective at 2024 AGM: Annual Board cash retainer decreased by $50,000 to $60,000 ($135,000 Chair); annual service‑based equity grant value increased by $50,000 to $180,000 ($255,000 Chair) to shift mix toward equity.
- For 2025 (effective at 2025 AGM): Cash retainer to $70,000 ($145,000 Chair); CHCM/NCG committee member fee +$2,000 (to $10,000); annual equity to $185,000 ($260,000 Chair).
Performance Compensation (Director Equity)
| Instrument | Grant value (Bianchi, 2024) | Quantity | Vesting | Performance metrics |
|---|---|---|---|---|
| Service‑based RSUs | $180,000 | 3,416 RSUs | Generally vest on the earlier of 1‑year anniversary or a Change in Control, per RSU agreement | None (service‑based) |
- LivaNova maintains clawback/recoupment policies applicable to incentive compensation; directors are covered by ownership/behavioral policies noted below.
Other Directorships & Interlocks
- Compensation committee interlocks: The company reports no CHCM Committee interlocks and no LivaNova executive serving on another company’s board during a period when that company’s executive served on LivaNova’s Board/CHCM.
Expertise & Qualifications
- Core skills: Global strategy and M&A, compensation analysis, corporate governance; audit committee financial expert.
- Credentials: Chartered accountant; degree in economic sciences with honors, University of Florence.
Equity Ownership
| Holder | Shares Owned | Shares Acquirable within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Francesco Bianchi | 7,522 | 3,416 | 10,938 | <1% (based on 54,524,159 shares outstanding) |
Ownership alignment policies:
- Stock ownership guidelines: Non‑executive directors must hold equity equal to 5× annual cash retainer; must retain 100% of net shares until guideline met.
- Prohibitions: Hedging and pledging of company stock by directors are prohibited under the Insider Trading Policy.
Governance Assessment
- Alignment and pay design: 2024 shift from cash to equity (lower cash retainer offset by higher RSU grant) increases at‑risk, equity‑based pay for directors; 2025 adjustments modestly increase both cash and equity from the new baseline. Positive signal for shareholder alignment.
- Independence and expertise: Bianchi is independent, serves on both AC and CHCM, and is an audit committee financial expert—supportive of effective oversight of financial reporting and pay practices.
- Attendance/engagement: Board met 9 times in 2024; all directors met at least the 75% attendance threshold; AC and CHCM were active (8 and 11 meetings, respectively).
- Related‑party exposure: Company reports no related‑party transactions requiring disclosure in 2024; a formal Related Party Transaction Policy routes potential items to the AC Committee.
- Shareholder sentiment: 2024 Say‑on‑Pay approval 95%; UK directors’ remuneration report approval 95%—a constructive backdrop for compensation governance.
- Controls and protections: Double‑trigger vesting on equity awards granted since Feb 15, 2023; robust clawback frameworks; director hedging/pledging bans; majority‑independent board with independent chair.
Red flags:
- None disclosed specific to Bianchi: no attendance shortfall, no related‑party transactions, no pledging/hedging, no pay anomalies indicated for directors.
Notes:
- Committee meeting counts (context): AC (8), CHCM (11), NCG (8 + ad hoc), demonstrating active committee oversight across risk, audit, compensation, and governance.
- Director compensation (2024) across the board shows standardized RSU grant sizes (3,416 RSUs for non‑chair directors) with one‑year vesting, reinforcing near‑term alignment while maintaining independence from performance metrics appropriate for non‑executives.