Susan Podlogar
LivaNovaAbout Susan Podlogar
Susan Podlogar, age 61, is an independent director of LivaNova (LIVN) appointed in October 2024 and nominated for re‑election at the 2025 AGM; she serves on the Compensation & Human Capital Management (CHCM) Committee . She retired as Executive Vice President and Chief Human Resources Officer (CHRO) of MetLife (2017–June 2024) after 16 years at Johnson & Johnson in senior HR leadership roles; she holds an MBA (University of South Florida) and a bachelor’s degree in Labor & Industrial Relations and Business Administration (University of Wisconsin–Parkside) . Her director skills emphasize human capital management, strategic leadership, cultural transformation, and compensation analysis; she also currently serves as a director at Tevogen Bio Holdings, Inc. (TVGN) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| MetLife | Executive Vice President, Chief Human Resources Officer | Jul 2017 – Jun 2024 | Led global HCM; compensation analysis; cultural transformation |
| Johnson & Johnson | Various global HR leadership roles (e.g., Global Head Total Rewards; Global Head HR Medical Devices; HR & Comms Pharma R&D; Head HR EMEA) | ~16 years (prior to 2017) | Global HR strategy and leadership across divisions/geographies |
| Bayer Pharmaceutical; Bristol‑Myers Squibb; William M. Mercer | Early career roles | Not disclosed | HR/consulting experience foundations |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| LivaNova (NASDAQ: LIVN) | Independent Director | Oct 2024 – present | Member, Compensation & Human Capital Management Committee |
| Tevogen Bio Holdings, Inc. (TVGN) | Director (public company) | Not disclosed | Not disclosed |
Board Governance
- Independence and structure: Nine of ten current directors are independent; LIVN maintains separate CEO and independent Board Chair roles; all committees are fully independent .
- Attendance and engagement: The Board met nine times in 2024; each director attended at least 75% of Board and relevant committee meetings; eight of ten directors attended the 2024 AGM .
- Executive sessions: Independent directors meet in private at least quarterly and hold at least two executive sessions per year .
- Committee service and workload: Podlogar serves on the CHCM Committee, which held 11 scheduled meetings in 2024; CHCM responsibilities include CEO pay goals, evaluation, and approval, and broader executive compensation oversight .
- Ownership policy and restrictions: Directors must hold meaningful equity (five times the annual cash retainer for non‑executive directors); directors are prohibited from hedging, pledging, or using company stock as collateral .
- Nomination process for Podlogar: Recommended by the CEO, vetted by a third‑party search firm, interviewed by each director, and unanimously recommended by the Nominating & Corporate Governance Committee based on leadership and transformation experience .
Fixed Compensation
| Director Pay Structure | Jan 2024 – 2024 AGM | Post‑AGM 2024 | Post‑AGM 2025 (approved) |
|---|---|---|---|
| Board cash retainer (non‑Chair) | $110,000 | $60,000 | $70,000 |
| Board cash retainer (Chair) | $185,000 | $135,000 | $145,000 |
| Committee Chair fees – NCG / CHCM / AC | $20,000 / $20,000 / $30,000 | $20,000 / $20,000 / $30,000 | $20,000 / $20,000 / $30,000 |
| Committee member fees – NCG / CHCM / AC | $8,000 / $8,000 / $15,000 | $8,000 / $8,000 / $15,000 | $10,000 / $10,000 / $15,000 |
| Annual equity grant value (non‑Chair) | — | $180,000 (service‑based RSUs, one‑year vest) | $185,000 |
| Annual equity grant value (Chair) | — | $255,000 | $260,000 |
| 2024 Director Compensation (Non‑Execs) | Fees Earned in Cash ($) | Stock Awards – RSUs ($, grant date fair value) | Total ($) |
|---|---|---|---|
| Susan Podlogar (appointed Oct 8, 2024; pro‑rated) | $15,707 | $121,315 | $137,022 |
Notes: 2024 stock award values generally correspond to 3,416 RSUs; Podlogar received a pro‑rated 2,355 RSUs with appointment on Oct 8, 2024; all RSUs unvested as of Dec 31, 2024 .
Performance Compensation
| Grant / Instrument | Units | Grant‑Date Fair Value ($) | Vesting | CIC Treatment | Source |
|---|---|---|---|---|---|
| Pro‑rated Director RSU (appointment) | 2,355 RSUs | 121,315 | Earlier of first anniversary of grant or Change in Control | Double‑trigger vesting policy for equity awards granted after Feb 15, 2023 |
Directors receive time‑based RSUs; there are no director performance‑conditioned awards disclosed (e.g., PSUs); vesting is service‑based over one year, subject to plan terms .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlocks / Related Business Ties |
|---|---|---|---|
| Tevogen Bio Holdings, Inc. | TVGN | Director | None disclosed in LIVN proxy; continue monitoring for supply/customer overlaps . |
Expertise & Qualifications
- Former Fortune 100 CHRO with deep experience in global human capital management, compensation analysis, cultural transformation, and strategic leadership .
- Education: MBA (University of South Florida); BA with double major in Labor & Industrial Relations and Business Administration (University of Wisconsin‑Parkside) .
- Board skills matrix highlights human capital and compensation expertise aligned with CHCM mandate .
Equity Ownership
| As of April 14, 2025 | Shares Owned | Shares Acquirable within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Susan Podlogar | — | — | — | * |
As of Apr 14, 2025, the beneficial ownership table lists no shares owned or acquirable within 60 days for Podlogar; director ownership guidelines require meaningful equity (5× annual cash retainer), and directors are prohibited from hedging/pledging .
Governance Assessment
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Strengths for investor confidence:
- Independent director with domain expertise in HCM/compensation; placement on CHCM aligns skillset with oversight responsibilities .
- Board independence and structure are strong (separate Chair/CEO, 9/10 independent, fully independent committees; regular executive sessions) .
- Robust committee activity (CHCM met 11 times in 2024) and solid attendance (each director ≥75%; nine Board meetings) indicate engagement .
- Director pay mix calibrated toward equity after 2024 (cash retainer reduced; equity increased), supporting alignment; 2025 updates modestly raise cash/equity and member fees based on benchmarking with independent consultant Pearl Meyer .
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Watch items and potential risks:
- Equity alignment ramp: As a new director, Podlogar had no beneficial ownership recorded as of Apr 14, 2025 (RSUs unvested), implying current “skin in the game” is still developing; monitor ownership progress versus guidelines over time .
- Nomination pathway: Her appointment originated with the CEO’s recommendation; the process included third‑party vetting and unanimous NCG approval, which mitigates independence concerns; continue to monitor for any perceived influence conflicts given CHCM service .
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Related‑party and policy controls:
- The proxy outlines a formal Related Party Transactions Policy overseen by the Audit & Compliance Committee; no specific transaction involving Podlogar is identified in the sections retrieved here; continue surveillance of related‑party disclosures and Item 404(a) entries in future filings .
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RED FLAGS (none identified in disclosures reviewed):
- No hedging/pledging (prohibited by policy) .
- No director attendance or meeting participation issues disclosed (≥75% attendance) .
- No related‑party transactions involving Podlogar identified in the reviewed sections (policy in place; continue monitoring) .
CHCM Committee membership: Stacy Enxing Seng (Chair), Francesco Bianchi, Peter Wilver, Susan Podlogar; committee filed its report and uses an independent compensation consultant; clawback and recoupment policies apply at the company level .