Todd Schermerhorn
LivaNovaAbout Todd Schermerhorn
Independent director at LivaNova PLC and Chair of the Audit & Compliance Committee. Former Senior Vice President and Chief Financial Officer of C.R. Bard, Inc. (2003–2012); earlier VP & Treasurer (1998–2003) and other management roles (1985–1998). Education: BS, University of Lowell; MBA, Babson College. Age 64; director since 2020; recognized as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.R. Bard, Inc. | SVP & Chief Financial Officer | 2003–2012 | Public company CFO; extensive financial reporting, IR experience |
| C.R. Bard, Inc. | Vice President & Treasurer | 1998–2003 | Treasury leadership |
| C.R. Bard, Inc. | Management roles | 1985–1998 | Progressively senior operating/finance roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Travelers Companies, Inc. (TRV) | Director | Current | Public company directorship |
| The Spectranetics Corporation (SPNC) | Director | Former (within past 5 years) | Former public co. directorship |
Board Governance
- Committee assignments: Chair, Audit & Compliance Committee; other members: J. Christopher Barry, Francesco Bianchi, Peter Wilver. Eight scheduled AC meetings in 2024. The Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served.
- Independence and expertise: Board determined all non-CEO directors (including Schermerhorn) are independent under Nasdaq rules; all Audit & Compliance members are “audit committee financial experts.”
- AC oversight scope: Financial reporting, ICFR/disclosure controls, compliance program, internal audit, auditor oversight/selection, and cybersecurity risk management; the CISO provides quarterly metrics to the AC and ad hoc updates to the AC Chair.
- Executive sessions: Independent directors meet in private at least quarterly; separate independent Chair and CEO roles.
Fixed Compensation (Director)
| Item | Amount | Effective Period/Notes |
|---|---|---|
| Cash paid to Schermerhorn (fees) | $112,390 | FY2024 director cash fees per proxy table |
| RSU grant date fair value to Schermerhorn | $180,000 | FY2024 annual director RSUs (service-based) |
| Total director compensation (Schermerhorn) | $292,390 | FY2024 total |
| Board annual retainer (non-exec; pre-2024 AGM) | $110,000 | Through 2024 AGM |
| Board annual retainer (non-exec; post-2024 AGM) | $60,000 | Decreased to shift mix toward equity |
| Board Chair annual retainer | $135,000 | Post-2024 AGM |
| Committee chair fees | $30,000 (AC); $20,000 (CHCM); $20,000 (NCG) | Annual |
| Committee member fees (non-chairs) | $15,000 (AC); $8,000 (CHCM); $8,000 (NCG) | Annual |
| 2025 changes (effective at 2025 AGM) | Cash retainer +$10,000 to $70,000 (non-Chair); Board Chair $145,000; CHCM/NCG member fees +$2,000 to $10,000; equity grant values +$5,000 to $185,000 ($260,000 Chair) | Approved April 2025 |
Notes:
- 2024 compensation mix for Schermerhorn: cash $112,390 vs. equity $180,000 (equity is the majority of total).
- Director compensation is reviewed annually with advice from independent consultant Pearl Meyer.
Performance Compensation (Director)
Directors receive service-based RSUs (no performance metrics) that generally vest on the earlier of the first anniversary of grant or a change in control. In 2024, the grant value for non-executive directors corresponded to 3,416 RSUs per director (pro-rated for mid-year appointments).
| Metric/Feature | Detail |
|---|---|
| Award vehicle | Service-based RSUs (annual) |
| Typical shares (2024) | 3,416 RSUs for each non-executive director (except pro-rated cases) |
| Vesting | Earlier of 1-year anniversary or change in control |
| 2025 plan | LivaNova PLC 2025 Director Incentive Award Plan on ballot (Appendix B) |
Other Directorships & Interlocks
- Current public board: Travelers (TRV). Former: Spectranetics (SPNC). No CHCM Committee interlocks reported for 2024.
Expertise & Qualifications
- Former public company CFO with significant public company financial reporting, investor relations, and capital markets experience; designated audit committee financial expert.
- Deep medtech industry familiarity from long tenure at C.R. Bard.
Equity Ownership
| Holder | Shares Owned | Shares Acquirable within 60 days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Todd Schermerhorn | 6,057 | 3,416 | 9,473 | * (<1%) |
| Ordinary shares outstanding (context) | 54,524,159 | — | — | — |
| Citations: Schermerhorn ownership line items as of April 14, 2025; outstanding shares as of April 14, 2025. |
Ownership alignment and safeguards:
- Director stock ownership guideline: 5x annual cash retainer; directors are prohibited from hedging or pledging company stock. Compliance status by individual not disclosed.
Governance Assessment
Key positives for investor confidence:
- AC Chair with CFO pedigree and “audit committee financial expert” designation; AC remit includes financial reporting integrity, compliance, and cybersecurity oversight with direct CISO reporting to the AC Chair.
- Independent director; Board affirms heightened independence criteria for AC members.
- 2024 Board/Committee engagement: nine Board meetings; each director ≥75% attendance; eight scheduled AC meetings.
- Pay structure and alignment: Majority of Schermerhorn’s 2024 director comp in equity; ownership guidelines at 5x retainer; hedging/pledging prohibited.
- Shareholder support context: 2024 Say-on-Pay approval at 95%, indicating broad support for compensation governance.
- Conflicts oversight: Related party transaction policy requires AC review/approval; none required to be disclosed in 2024.
Watch items / potential risks:
- Director-specific ownership is modest in absolute terms (9,473 shares; <1% by design at director level); guidelines mitigate alignment concerns but individual compliance status not disclosed.
- Annual director RSUs are service-based (no performance conditions), though the program emphasizes equity weighting and standard vesting/change-in-control provisions.
Overall, Schermerhorn’s finance expertise, independence, and AC leadership strengthen audit quality and risk oversight; absence of related party transactions and prohibitions on hedging/pledging support alignment with shareholders. The governance posture and shareholder feedback trends are supportive of investor confidence.