Stacy Enxing Seng
LivaNovaAbout Stacy Enxing Seng
Independent director at LivaNova (LIVN), age 60, serving since 2019. She is Operating Partner at Lightstone Ventures (since 2016) and previously held senior leadership roles in medtech, including President, Vascular Therapies (2011–2014) and President, Peripheral Vascular (2010–2011) at Covidien after its $2.6B acquisition of ev3, where she was a founding executive leading the Peripheral Vascular division (2001–2010). She holds a BA in Public Policy from Michigan State University and an MBA from Harvard University; she currently chairs LivaNova’s Compensation & Human Capital Management (CHCM) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien | President, Vascular Therapies | 2011–2014 | Led global business unit in medtech; strategy, M&A and operations experience . |
| Covidien | President, Peripheral Vascular | 2010–2011 | Senior operating leadership in medtech . |
| ev3 Incorporated | Founding member, Executive Officer; led Peripheral Vascular division | 2001–2010 | Built and led PV division until $2.6B acquisition by Covidien . |
| Boston Scientific; SCIMED; Baxter; American Hospital Supply | Various roles | Not disclosed | Progressive responsibilities in medtech/commercial roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lightstone Ventures | Operating Partner | Since 2016 | Focus on medical technology/biotech investing . |
| Sonova Holding AG (SONVY) | Director | Current | Public company directorship; committees not disclosed . |
| Hill-Rom Holdings, Inc. (HRC) | Director | Former (past five years) | Public company directorship (ended within last five years) . |
Board Governance
- Independence and role: Independent director; Chair of the CHCM Committee .
- Committee memberships: CHCM Committee members—Stacy Enxing Seng (Chair), Francesco Bianchi, Peter Wilver, Susan Podlogar; 11 scheduled CHCM meetings in 2024 .
- Board activity and attendance: Board held nine meetings in 2024; each director attended at least 75% of board and committee meetings; eight of ten directors attended the 2024 AGM .
- Board independence and leadership: Nine of ten current directors are independent; Chair and CEO roles are separated, with an independent Board Chair .
- Executive sessions: Independent directors meet in private sessions at least quarterly and hold at least two executive sessions annually .
- Nomination status: Nominated for re‑election at the 2025 AGM; Board recommendation FOR her election .
Fixed Compensation
| Year | Fees Earned in Cash ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 102,390 | 180,000 (RSUs, grant-date fair value) | 282,390 |
Director compensation program parameters:
| Period | Board Retainer (Non‑Exec) | Board Chair Retainer | Committee Chair Fees | Committee Member Fees |
|---|---|---|---|---|
| Jan 2024–AGM | 110,000 | 185,000 | NCG $20,000; CHCM $20,000; AC $30,000 | NCG $8,000; CHCM $8,000; AC $15,000 |
| Post‑AGM 2024 | 60,000 | 135,000 | NCG $20,000; CHCM $20,000; AC $30,000 | NCG $8,000; CHCM $8,000; AC $15,000 |
| 2025 (to take effect at AGM) | 70,000 | 145,000 | No change disclosed | NCG $10,000; CHCM $10,000 (increase); AC unchanged at $15,000 |
Performance Compensation
Director equity structure:
- Annual equity grants are service‑vesting RSUs; 2024 grant values correspond to 3,416 RSUs that vest on the earlier of one year from grant or a Change in Control; as of Dec 31, 2024 these RSUs were unvested .
- For 2025, non‑executive directors will receive RSUs valued at $185,000 (Board Chair $260,000), with aggregate $1,740,000 for nine non‑executive directors under the new 2025 Director Plan; individual RSU counts are determined at grant .
Key performance metrics overseen by CHCM for executive PSUs (context for her CHCM chair role):
| Grant | Metric | Target | Actual | Vesting Outcome |
|---|---|---|---|---|
| 2022 PSUs | Adjusted Free Cash Flow (3‑yr 2022–2024) | $355.0M | $333.8M | 88.1% vested |
| 2022 PSUs | ROIC (3‑yr 2022–2024) | 6.31% | 5.77% | 78.5% vested |
Program safeguards (relevant to her committee oversight): double‑trigger vesting upon Change in Control for equity awards granted after Feb 15, 2023; clawback policies in place; independent consultant (Pearl Meyer) retained .
Other Directorships & Interlocks
| Company | Relationship to LIVN | Notes |
|---|---|---|
| Sonova Holding AG (SONVY) | Unrelated medtech segment | Current public company director; no LIVN counterparty relationship disclosed . |
| Hill‑Rom Holdings, Inc. (HRC) | Unrelated medtech segment | Former public company director; no LIVN counterparty relationship disclosed . |
Expertise & Qualifications
- Former senior executive overseeing worldwide medtech businesses; deep experience in strategy, marketing, sales, innovation, M&A; additionally experienced in human capital management and compensation analysis .
- Education: BA, Michigan State University; MBA, Harvard University .
- Committee leadership: CHCM Chair with responsibility for CEO goals/compensation, incentive plans, succession/talent development, equity and cash plan administration, recoupment and stock ownership policies, and director compensation reviews .
Equity Ownership
| As of Date | Shares Owned | Shares Acquirable within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| April 14, 2025 | 8,745 | 3,416 | 12,161 | * (not provided) |
Notes:
- Shares “acquirable within 60 days” reflect RSUs scheduled to vest or other awards; directors do not receive options under current director equity policy (annual RSUs only) .
- Stock ownership guidelines: minimum equity ownership equal to five times the annual cash retainer for all non‑executive directors; includes unvested service‑based RSUs; until met, directors must retain 100% of net shares received; hedging and pledging prohibited .
Governance Assessment
- Committee effectiveness: As CHCM Chair, Seng leads oversight of CEO/NEO compensation, performance goal setting for STIP/LTIP, succession planning, stock ownership and clawback policies; CHCM met 11 times in 2024—an indicator of active oversight .
- Compensation governance: Independent consultant Pearl Meyer advises on benchmarking; 2024 mix shifted toward equity (retainer reduced by $50k; RSU value increased by $50k), supporting pay‑for‑alignment; 2025 retainer/RSU adjustments modestly increase both cash and equity .
- Alignment and risk controls: Robust ownership guidelines (5× retainer), clawback policies (restatement, inaccuracies, misconduct), double‑trigger CIC vesting, and prohibition of hedging/pledging and option repricing/tax gross‑ups enhance investor protections .
- Board structure and engagement: Separate Chair/CEO roles; majority‑independent board (9/10); regular executive sessions; directors attended at least 75% of meetings; AGM attendance was 8/10, suggesting engagement .
- Other roles/conflicts: External roles at Lightstone Ventures and Sonova create broad industry exposure; the proxy outlines a stringent Related Party Transaction Policy with AC Committee review to manage potential conflicts; no specific related‑party transactions involving Seng are indicated in the retrieved materials .
- Signals: Proposal and approval path for the 2025 Director Incentive Award Plan (300,000 share capacity) underscores continued equity alignment for directors, consistent with CHCM oversight priorities; Board recommends FOR her re‑election .
RED FLAGS: None observed in retrieved sections—hedging/pledging prohibited; no option repricing; clawback policies in place; attendance thresholds met; related‑party transactions subject to AC review .