Stephanie Bolton
LivaNovaAbout Stephanie Bolton
Stephanie Bolton is President, Global Epilepsy at LivaNova, serving since May 2023; she is 43 and has led multiple regional and international commercial roles since joining Cyberonics/LivaNova in April 2011, with a BSc (Honors) in physiology from Coventry University and currently serves as Vice Chair for the Association of British HealthTech Industries . Company performance metrics tied to executive pay include Net Sales and Adjusted Operating Income for the 2024 STIP, plus non-financial objectives that explicitly include Epilepsy product development milestones and new patient implant targets; 2022–2024 PSU outcomes were 58% for rTSR (36th percentile), 78.5% for ROIC (5.77% vs 6.31% target), and 88.1% for FCF (94% of $355M target) . Stock ownership guidelines require executive officers to hold equity equal to 3x base salary, retention of 100% of net shares until compliant, and prohibit hedging and pledging; clawback policies allow recoupment for restatements, inaccurate metrics, or misconduct .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyberonics/LivaNova | Senior Territory Manager, Epilepsy | Mar 2011 – Apr 2014 | Sales and product leadership in epilepsy franchise |
| LivaNova | Country Manager, UK & Ireland | Apr 2014 – Sep 2016 | Led country operations and commercial execution |
| LivaNova | UKI Vice President | Sep 2016 – Feb 2018 | Regional leadership in UK & Ireland |
| LivaNova | North Europe Vice President | Feb 2018 – Oct 2019 | Expanded regional responsibility across Northern Europe |
| LivaNova | President, Europe | Oct 2019 – Feb 2021 | Led European business; strategic and operational oversight |
| LivaNova | President, International Region | Feb 2021 – May 2023 | Oversaw international markets and execution |
| LivaNova | President, Global Epilepsy | May 2023 – Present | Leads global epilepsy strategy and operations, including vision and commercial objectives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Association of British HealthTech Industries | Vice Chair | Current | Industry leadership and external advocacy |
Performance Compensation
Historical PSU Outcomes (2022–2024 cycle)
| Metric | Target | Actual | Payout (% of Target) | Notes |
|---|---|---|---|---|
| rTSR Percentile | ≥30th for threshold | 36th percentile | 58.0% | Three-year rTSR against 2022 peer group |
| ROIC | 6.31% | 5.77% | 78.5% | Average three-year ROIC (2022–2024) |
| Adjusted Free Cash Flow | $355M | $333.8M | 88.1% | Three-year cumulative FCF (2022–2024) |
Current LTIP Design (2024 awards)
| Award Type | Performance Metric | Weight | Vesting | Payout Curve / Details |
|---|---|---|---|---|
| PSUs (rTSR) | Relative TSR | 50% | 3-year cliff; scheduled March 30, 2027 | 0–200% based on percentile vs S&P Healthcare Equipment Select Constituents; 30th=0%, 50th=100%, 90th=200% |
| PSUs (FCF) | Cumulative Adjusted Free Cash Flow | 25% | 3-year cliff; scheduled March 30, 2027 | 0–200% with thresholds at <60%=0%, 100%=100%, ≥150%=200% |
| PSUs (ROIC) | Average ROIC vs Target | 25% | 3-year cliff; scheduled March 30, 2027 | 0–200% with thresholds at ≤–250bps=0%, Target=100%, ≥+250bps=200% |
| RSUs | Service-based | — | 25% per year over 4 years | Standard time-based vesting |
| SARs | Service-based | — | 25% per year over 4 years; 10-year term | Standard time-based vesting; exercise base set at grant |
STIP Design (2024)
- Financial metrics: Net Sales (constant currency; M&A adjusted) and Adjusted Operating Income (non-GAAP adjusted as defined) .
- Non-financial modifier (±25%): includes Epilepsy product development milestones, commercial objectives for new patient implants, and partnership care program; plus DTD clinical milestones, CP software/manufacturing expansion, and IT/cybersecurity enhancements .
- Payout examples: 2024 company STIP paid at 125.4% of target for most NEOs; rTSR/ROIC/FCF PSU vesting outcomes shown above .
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Shares Owned | Shares Acquirable within 60 days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Stephanie Bolton | 12,751 | — | 12,751 | — |
Equity Awards Held (A&R 2022 Plan, as of March 31, 2024)
| Award Type | Units |
|---|---|
| SARs | 22,365 |
| RSUs | 8,904 |
| PSUs (target) | 20,466 |
Ownership Policies and Alignment
- Stock ownership guidelines: CEO 5x salary; all other executive officers 3x salary; retain 100% of net shares until compliant; unearned PSUs and options excluded from compliance; unvested service-based RSUs count .
- Prohibitions: No hedging transactions; no pledging of company securities by officers or directors .
- Clawbacks: Two policies (Compensation Recoupment Policy and Nasdaq Rule 5608 Incentive Clawback) allow recoupment for restatements, materially inaccurate metrics, or significant misconduct, subject to CHCM Committee discretion .
Employment Terms
| Scenario | Treatment |
|---|---|
| Death/Disability | All SARs vest immediately and expire 3 months post-termination; RSUs granted since 2023 vest immediately; PSUs granted since 2023 may continue to vest or be deemed 100% at Committee discretion considering elapsed period and expected performance . |
| Approved Retirement | 2021–2024 SARs/RSUs/PSUs continue to vest per original schedules, subject to restricted activity terms in award agreements . |
| Change of Control | Double-trigger acceleration for awards granted in 2023–2024 (vest upon termination without cause or resignation for good reason within 24 months of CoC); 2021–2022 awards: SARs and RSUs fully vest immediately prior to CoC, subject to continuous employment through CoC . |
Fixed Compensation
- Not disclosed for Bolton in the proxy’s Named Executive Officer tables; the 2024 Summary Compensation Table includes CEO, Interim CEO, CFO, Chief Innovation Officer, and Chief Legal Officer, but not the President, Global Epilepsy .
Compensation Peer Group (Benchmarking context)
- 2024 peer group used for NEO benchmarking included Avanos Medical, CONMED, Globus Medical, Haemonetics, ICU Medical, Inari Medical, Integer Holdings, Integra LifeSciences, iRhythm, Masimo, Merit Medical, Nevro, Penumbra, Shockwave (acquired by J&J in May 2024), Tandem Diabetes Care .
Investment Implications
- Alignment: Strong governance features—no hedging/pledging, robust clawbacks, and 3x salary ownership guidelines—support long-term alignment; Bolton holds 12,751 shares, providing some direct exposure but below levels typical of top NEOs .
- Performance signals: 2022–2024 PSU outcomes show below-target rTSR and ROIC but near-target FCF, emphasizing cash discipline over market relative performance; Epilepsy-specific STIP modifiers tie her pay outcomes to execution on product milestones and new implant growth—key operational levers for her business .
- Retention/overhang: RSUs/SARs vest ratably over four years and PSUs cliff in 2027, promoting retention; double-trigger CoC terms curb automatic acceleration, reducing forced selling risk but imply potential event-linked vesting if employment is impacted .
- Trading pressure: While exact vesting quantities for Bolton’s recent grants aren’t itemized in the proxy, her 2024-plan holdings (22,365 SARs; 8,904 RSUs; 20,466 PSUs target) suggest staggered vesting through 2027; monitor vest dates for potential liquidity events and Form 4 activity around quarterly windows .