J. Christopher Barry
LivaNovaAbout J. Christopher Barry
Independent director at LivaNova (LIVN), age 53, serving since 2023. Barry is Executive Vice President and Group President, Medical Solutions Division, at Solventum (formerly 3M), since March 2024. Previously CEO and board member of NuVasive (2018–2023), SVP/President of Surgical Innovations at Medtronic (2015–2018), with 15+ years at Covidien in commercial and leadership roles. He holds a B.S. in Environmental Science from Texas Tech University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NuVasive, Inc. | Chief Executive Officer; Board member | 2018–2023 | Led spine technology company through sale to Globus Medical |
| Medtronic | SVP & President, Surgical Innovations | 2015–2018 | Post-Covidien acquisition operating leadership |
| Covidien | Increasing leadership roles; VP Sales, Energy-based devices (culmination) | ~15+ years (pre-2015) | Commercial and executive leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solventum (formerly 3M) | EVP & Group President, Medical Solutions Division | Mar 2024–present | Senior operating role in medtech supplier ecosystem |
Board Governance
- Committee assignments: Audit & Compliance Committee (member); Nominating & Corporate Governance Committee (member) .
- Chair roles: None (committee chairs are Schermerhorn for Audit; O’Kane for Nominating) .
- Independence: Listed and determined independent; Board determined all directors other than CEO are independent; all Audit Committee members meet heightened independence and are audit committee financial experts (Barry is identified as an “audit committee financial expert”) .
- Attendance and engagement: Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served; independent directors meet in private at least quarterly and hold at least two executive sessions annually .
- Board structure: Separate CEO and independent Board Chair model in place .
Fixed Compensation (Director)
| Component | 2024 Policy/Amounts | Notes |
|---|---|---|
| Annual Board retainer (pre-AGM 2024) | $110,000 (non-exec); $185,000 (Chair) | In effect from Jan 2024 until the 2024 AGM |
| Annual Board retainer (effective at 2024 AGM) | $60,000 (non-exec); $135,000 (Chair) | Mix shifted more to equity per Pearl Meyer benchmarking |
| Committee chair fees | Audit: $30,000; NCG: $20,000; CHCM: $20,000 | No change with AGM |
| Committee member fees | Audit: $15,000; NCG: $8,000; CHCM: $8,000 | No change with AGM |
| Barry – Fees Earned in Cash (FY2024) | $101,808 | As disclosed in director compensation table |
Performance Compensation (Director equity)
| Grant/Action | Grant date | Instrument | Shares/Units | Grant-date fair value | Vesting/Terms |
|---|---|---|---|---|---|
| Annual director equity grant | 2024 (date per director program) | RSUs | 3,416 | $180,000 | Vest on earlier of 1-year anniversary or Change in Control; unvested as of Dec 31, 2024 |
| 2025 Director Incentive Award Plan (program capacity) | 2025 AGM | RSUs (non-exec group) | Not determinable until grant date | $1,740,000 for 9 directors (aggregate group value) | Plan enables continued non-exec director equity grants post-AGM |
- Clawback/recoupment framework: Company maintains Compensation Recoupment Policy and Nasdaq 10D-1 Incentive Compensation Clawback Policy; equity awards after Feb 15, 2023 provide double-trigger vesting for change in control in the executive program. Directors are subject to company-wide recoupment policies; director RSUs vest on the earlier of 1-year or CIC per footnote .
Other Directorships & Interlocks
| Company | Status | Tenure | Committee/Interlock Notes |
|---|---|---|---|
| NuVasive, Inc. (NUVA) | Former public company directorship | 2018–2023 | Listed as former public company directorship within past five years |
| CHCM interlocks (LIVN) | None | — | Company discloses no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Audit committee financial expert; deep medtech operating background; international strategy; M&A; corporate governance .
- Education: B.S., Environmental Science, Texas Tech University .
Equity Ownership
| As of date | Shares owned | Shares acquirable within 60 days | Total beneficial ownership | % of class |
|---|---|---|---|---|
| Apr 14, 2025 | 1,356 | 3,416 | 4,772 | <1% (54,524,159 shares outstanding) |
- Ownership policy and alignment:
- Director stock ownership guideline: 5x annual cash retainer; counts common shares and unvested service-based RSUs; excludes PSUs and options; must retain 100% of net shares until guideline achieved .
- Hedging and pledging of Company securities are prohibited for directors and employees .
Insider trades (Form 4) – activity and alignment
Observations: All activity reflects annual director RSU awards and routine tax withholding on vesting; no open-market purchases or sales disclosed in these filings [SEC URLs above].
Director Compensation Details (FY2024)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| J. Christopher Barry | 101,808 | 180,000 | 281,808 |
- Equity award mechanics: RSUs generally vest on the earlier of 1-year from grant or a Change in Control; all RSUs outstanding at Dec 31, 2024 were unvested; 2024 stock award values correspond to 3,416 RSUs for each non-exec director (pro-rated for mid-year joins) .
- Director compensation structure: Retainer reduced at 2024 AGM (cash down; equity up) to align with benchmarking and independent consultant advice (Pearl Meyer) .
Related-Party Transactions and Conflicts
- Policy: Related Party Transaction Policy requires Audit & Compliance Committee review/approval; considers ordinary course, initiation, terms vs third parties, dollar value, related party interest, and independence impacts .
- FY2024 disclosure: No related party transactions required to be disclosed under Item 404(a); none currently proposed .
- Prohibitions: Hedging and pledging of LivaNova stock are prohibited for directors/employees .
- Compensation committee interlocks: None in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 U.S. say-on-pay approval: 95% of votes cast supported the proposal .
- 2024 UK directors’ remuneration report: 95% approval; directors’ remuneration policy last approved in 2022 with >98% support; new policy up for vote at 2025 AGM .
Governance Assessment
- Strengths:
- Independent director with deep medtech operating experience; serves on Audit & Compliance and Nominating & Corporate Governance committees; identified as an audit committee financial expert .
- Strong board processes (separate Chair/CEO; executive sessions; annual board/committee evaluations; all committee members independent) support oversight effectiveness .
- Clear alignment mechanisms (annual director RSUs; 5x retainer ownership guideline; mandatory share retention; hedging/pledging prohibitions) .
- No related party transactions reported for 2024; no CHCM interlocks; high shareholder support on say-on-pay .
- Monitoring points:
- External executive role at Solventum creates potential industry adjacency; Audit & Compliance Committee policy framework and 2024 “no related party transactions” disclosure mitigate current conflict risk .
- Absolute share ownership remains modest as of April 14, 2025 (4,772 total beneficial, <1% of class), though policy requires ongoing retention until guideline is met; continued vesting/awards should increase alignment over time .