Michael Hutchinson
LivaNovaAbout Michael Hutchinson
Michael Hutchinson, age 54, is Senior Vice President, Chief Legal Officer and Company Secretary at LivaNova, serving since November 2022 with responsibility for global legal, compliance, and corporate governance; he holds a J.D. from George Washington University Law School and a B.A. from Clark University . LivaNova’s 2024 performance delivered 8.7% revenue growth to $1.25B and adjusted operating income of $239.2M, underpinning pay-for-performance programs that tie short-term incentives to Net Sales and Adjusted Operating Income and long-term PSUs to rTSR, FCF, and ROIC . Historical LTIP outcomes show measured payouts: 2022 rTSR at the 36th percentile (58% vest), FCF at 94% of target (88.1% vest), and ROIC at 5.77% vs 6.31% target (78.5% vest) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ByHeart, Inc. | SVP, Chief Legal Officer & Corporate Secretary | Mar 2022–Nov 2022 | Senior legal leadership at a clinical research-based infant nutrition company |
| Varian Medical Systems (Siemens Healthineers) | SVP, General Counsel | Apr 2021–Mar 2022 | Led legal function at a leading medtech firm post-acquisition |
| Varian Medical Systems (public pre-acquisition) | SVP, Chief Legal Officer & Corporate Secretary | Jun 2020–Apr 2021 | Public company CLO through acquisition |
| Stryker Corporation | VP & Advisor to the Chairman & CEO | Mar 2019–May 2020 | Advisor on strategic matters; managed complex legal/business issues |
| Stryker Corporation | VP, Chief Legal Officer, Corporate Secretary & General Counsel | Sep 2013–Mar 2019 | Led global legal function; >80 acquisitions/integrations led/advised |
| Stryker Orthopaedics Group | Deputy General Counsel & Chief Legal Counsel | 2008–2013 | Senior legal leadership in orthopaedics segment |
External Roles
- No public company board directorships or external committee roles disclosed in the proxy for Hutchinson .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 505,077 | 523,320 |
| All Other Compensation ($) | 35,686 | 45,673 |
| Supplemental Health Insurance ($) | — | 24,424 |
| Contribution Plan – Registrant Contributions ($) | — | 12,416 |
| Tax Assistance ($) | — | 8,833 |
Notes:
- No defined benefit pension plan applies to NEOs .
- Company does not provide excise tax gross-ups .
Performance Compensation
Short-Term Incentive (STIP) – Targets and Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Target Bonus % of Salary | 65% | 65% |
| Target Bonus ($) | 328,308 | 340,204 |
| Business Performance Factor (Payout %) | 137.5% | 125.4% |
| Actual STIP Paid ($) | 451,424 | 426,616 |
STIP Metrics Detail (Company-level)
| Metric | Weight | Target ($M) | Achievement ($M) | Achievement (%) | Financial Payout (%) |
|---|---|---|---|---|---|
| Net Sales (2023) | 60% | 1,113.7 | 1,215.4 | 109.1% | 145.65% |
| Adjusted Net Income (2023) | 40% | 138.1 | 152.0 | 110.1% | 125.16% |
| Net Sales (2024) | 50% | 1,218.2 | 1,267.2 | 104.0% | 128.7% |
| Adjusted Operating Income (2024) | 50% | 219.1 | 242.2 | 110.5% | 150.0% |
| Financial Performance Factor (FPF) | — | — | — | — | 137.5% (2023) ; 139.4% (2024) |
Non-financial goals modifier: ±25% across DTD, Epilepsy, Cardiopulmonary and IT/cyber objectives; 2023 capped at 100% via negative discretion; 2024 achievements summarized with mixed outcomes and overachievements in several areas .
Long-Term Incentive (LTIP) – Design and Grants
| Vehicle | Weighting | Vesting | 2023 Grant Value ($) | 2024 PSUs – Probable ($) | 2024 rTSR PSUs – SCT Value ($) |
|---|---|---|---|---|---|
| rTSR PSUs | 50% | 3-year cliff | 250,000 | — | 436,430 |
| FCF PSUs | 25% | 3-year cliff | 125,000 | — | — |
| ROIC PSUs | 25% | 3-year cliff | 125,000 | — | — |
| RSUs | — | 25% annually over 4 yrs; first vest Mar 30, 2024 | 250,000 | — | — |
| SARs | — | 25% annually over 4 yrs; 10-yr term | 250,000 | — | — |
| Total (2023 LTIP) | — | — | 1,000,000 | — | — |
| 2024 PSUs – Probable Outcome (Total) | — | — | — | 761,330 | — |
LTIP metric payout curves disclosed for FCF and ROIC with linear interpolation; 2024 PSUs (FCF/ROIC) vest March 30, 2027; 2023 PSUs (FCF/ROIC) vest March 30, 2026 .
LTIP Actual Vesting Results (Awards Granted in 2022, Vesting in 2024)
| Metric | Target | Actual | Payout % |
|---|---|---|---|
| rTSR PSUs (2022–2024) | ≥30th percentile threshold | 36th percentile | 58.0% |
| FCF PSUs (2022–2024) | $355M cumulative adjusted FCF | $333.8M (94% of target) | 88.1% |
| ROIC PSUs (2022–2024) | 6.31% average ROIC | 5.77% | 78.5% |
Equity Ownership & Alignment
| Ownership Detail | As of Apr 15, 2024 | As of Apr 14, 2025 |
|---|---|---|
| Shares Owned | 2,286 | 5,666 |
| Shares Acquirable within 60 days | — | — |
| Percent of Class | <1% | <1% (out of 54,524,159 shares) |
Outstanding awards (target units) as of Mar 31, 2025: SARs 44,836; RSUs 20,762; PSUs 40,299 . As of Dec 31, 2023, unexercisable SARs: 12,555 at $42.71, expiring Mar 30, 2033; no exercisable options at that time . 2024 stock vested: 3,732 shares; no option/SAR exercises in 2024 .
Alignment policies:
- Stock ownership requirements: 3x base salary for executive officers; retain 100% of net shares until threshold; unearned PSUs and options do not count .
- Prohibition on pledging and hedging company securities .
- Clawbacks: Company maintains Compensation Recoupment Policy and Incentive Compensation Clawback Policy (Nasdaq Rule 5608) applicable to incentive cash and equity awards, including for restatements, materially inaccurate metrics, or significant misconduct .
Employment Terms
| Scenario (as of date) | Severance ($) | STIP ($) | LTIP ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause (Dec 31, 2023) | 509,600 | — | — | — | 509,600 |
| Separation due to Change in Control (Dec 31, 2023) | 509,600 | — | 1,380,536 | — | 1,890,136 |
| Separation due to Disability (Dec 31, 2023) | 509,600 | — | 1,380,536 | — | 1,890,136 |
| Separation due to Death (Dec 31, 2023) | 1,000,000 (life insurance max) | — | 1,380,536 | — | 2,380,536 |
| Termination w/o Cause or Good Reason (Dec 31, 2024) | 527,436 | — | — | — | 527,436 |
| Separation due to Change in Control (Dec 31, 2024) | 527,436 | — | 1,802,245 | — | 2,329,681 |
| Separation due to Disability (Dec 31, 2024) | 527,436 | — | 1,802,245 | — | 2,329,681 |
| Separation due to Death (Dec 31, 2024) | 1,000,000 (life insurance max) | — | 1,802,245 | — | 2,802,245 |
Additional terms:
- Equity awards granted after Feb 15, 2023 include double-trigger acceleration upon Change in Control .
- No option/SAR repricing without shareholder approval .
Investment Implications
- Pay-for-performance alignment: Hutchinson’s variable pay is driven by Net Sales and Adjusted Operating Income (STIP) and rTSR/FCF/ROIC (PSUs), with capped modifiers and clawbacks, limiting windfalls and supporting shareholder alignment .
- Retention risk appears contained: substantial unvested RSUs/PSUs/SARs and 3x salary ownership requirements with 100% net share retention until compliant; pledging/hedging prohibited, and no option exercises in 2024, reducing near-term selling pressure .
- LTIP outcomes indicate disciplined performance culture: 2022 award vesting at 58% rTSR, 88.1% FCF, and 78.5% ROIC suggests payouts are sensitive to multi-year execution and relative performance, moderating compensation inflation .
- Change-in-control economics: Double-trigger acceleration and quantified severance values provide clarity; LTIP acceleration amounts depend on outstanding RSUs/PSUs and in-the-money SARs, implying meaningful retention leverage but manageable shareholder dilution .