Vladimir Makatsaria
LivaNovaAbout Vladimir Makatsaria
Vladimir Makatsaria, age 52, is Chief Executive Officer and a director of LivaNova, appointed effective March 1, 2024. He spent 27 years at Johnson & Johnson in global executive leadership roles, most recently as Company Group Chairman at J&J MedTech leading Ethicon; he holds a bachelor’s in physiology, an MBA, and a master’s in healthcare administration from the University of Minnesota . In 2024, LivaNova delivered $1.25B revenue (+8.7% y/y), GAAP operating income of $129.1M vs a prior-year loss, and adjusted operating income of $239.2M vs $169.3M, reflecting operational improvement under refreshed leadership; 2022–2024 rTSR PSUs vested at 58% (36th percentile), ROIC PSUs at 78.5%, and FCF PSUs at 88.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson MedTech (Ethicon) | Company Group Chairman | Not disclosed | Led a global surgical technologies leader; extensive international leadership across China, APAC, and EMEA |
| Johnson & Johnson MedTech | Leadership Team Member (Ethicon, DePuy, MedTech global) | Not disclosed | Culture, talent, and innovation transformations across medical technology platforms |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Asia Pacific Medical Technology Association (APACMed) | Chairman of the Board | Not disclosed | Industry advocacy and regional ecosystem leadership in medtech |
| Singapore Management University | Advisory Board Member | Not disclosed | Academic-industry linkage and leadership development in healthcare |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Initial annual base salary | $930,000 | Per Employment Agreement effective March 1, 2024 |
| Target annual bonus % | 110% of base | Prorated for 2024 |
| 2024 STIP target | $855,295 | Prorated; equals 110% of weighted base |
| 2024 STIP payout | $1,072,540 | 125.4% of target based on financials and non-financial modifier |
| 2024 salary received | $772,615 | Prorated from start date |
| Sign-on cash bonus | $200,000 | Repayment: 100% if leave ≤1 year; 50% if >1 ≤2 years without Good Reason or for Cause |
| Special inducement equity (grant-date value) | $1,500,000 | RSUs and SARs; 4-year equal annual vesting |
| 2024 LTIP grant (grant-date value) | $5,350,000 | 50% PSUs, 25% RSUs, 25% SARs |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP)
| Metric | Weight | Target ($M) | Achievement ($M) | Achievement (%) | Financial Payout (%) | Non‑Financial Modifier | Total Payout Factor |
|---|---|---|---|---|---|---|---|
| Net Sales | 50% | 1,218.2 | 1,267.2 | 104.0% | 128.7% | 90% (combined across objectives) | 125.4% |
| Adjusted Operating Income | 50% | 219.1 | 242.2 | 110.5% | 150.0% | 90% (combined across objectives) | 125.4% |
Non‑financial objectives included DTD clinical milestones (mixed achievement), Epilepsy NPI growth and program launches (overachieved), CP capacity and software milestones (partially achieved), and IT/cyber objectives (overachieved); the CHCM Committee set a ±25% modifier and determined 90% for 2024 .
2024 Long‑Term Incentive Plan (LTIP) Structure
| Award Type | Weight | Metric | Target Definition | Vesting |
|---|---|---|---|---|
| PSUs (rTSR) | 25% of LTIP | Relative TSR vs comparator group | Vesting schedule uses Monte Carlo valuation; max 200% | 3-year cliff; scheduled March 30, 2027 for 2024 grants |
| PSUs (Adjusted FCF) | 12.5% of LTIP | Company Adjusted Free Cash Flow | Last available stock price at grant date valuation | 3-year cliff; scheduled March 30, 2027 |
| PSUs (ROIC) | 12.5% of LTIP | ROIC vs target (+/– bps) | 0–200% vesting; ROIC defined as adjusted operating income less SBC / invested capital | 3-year cliff; scheduled March 30, 2027 |
| RSUs | 25% of LTIP | Service | Time-based retention | 4-year equal annual installments starting Mar 30, 2025 |
| SARs | 25% of LTIP | Service | Equity appreciation participation | 4-year equal annual installments starting Mar 30, 2025 |
2022–2024 PSU outcomes (for the cycle ending 2024): rTSR vested at 58% (36th percentile), ROIC at 78.5%, FCF at 88.1% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of April 14, 2025) | 4,284 shares; less than 1% of class (54,524,159 shares outstanding) |
| March 30, 2025 RSU vest and tax withholding | 9,330 RSUs settled; 5,046 shares withheld for taxes; net 4,284 shares held |
| Unvested RSUs (12/31/2024) | 37,316 units |
| Unvested PSUs (12/31/2024) | 11,954 FCF PSUs; 23,909 rTSR PSUs; 11,954 ROIC PSUs |
| Unexercisable SARs (12/31/2024) | 81,577 SARs @ $55.94; expire 3/30/2034 |
| 2025 Annual grants (3/30/2025) | RSUs: 35,139; PSUs: 17,569 (two tranches) and 35,139; SARs: 76,927 @ $39.13; all time-vest or performance-vest per plan |
| Ownership guidelines | CEO required to hold 5× base salary; counting includes unvested service RSUs but excludes PSUs and options; hedging and pledging prohibited |
Note: Compliance status against ownership guidelines is not disclosed; directors and employees are prohibited from hedging or pledging company stock .
Employment Terms
| Term | Provision |
|---|---|
| Start date | March 1, 2024 |
| Severance (without cause / good reason) | 18 months base salary ($1,395,000), up to 18 months health coverage ($30,179), continued vesting of 2024 LTIP and Inducement Awards on original schedule; PSUs earned based on actual metrics |
| Change-in-control (double trigger) | 24 months base ($1,860,000), two years of target bonus ($2,046,000), up to 24 months health coverage ($40,239), accelerated vesting of unvested LTIP awards per plan |
| Disability | 18 months base ($1,395,000), up to 18 months health coverage ($30,179), continued vesting of LTIP/Inducement on original schedule |
| Death | Lump sum $1,000,000 |
| Sign-on bonus clawback | 100% repayment if termination ≤1 year; 50% if >1 ≤2 years when terminated for Cause or resigned without Good Reason |
| Clawback policies | Compensation Recoupment (financial restatement, metric inaccuracies, misconduct) and Nasdaq Rule 5608 Incentive Clawback adopted July 2023 |
| Hedging/pledging | Prohibited by Insider Trading Policy |
| Equity acceleration | Double-trigger acceleration for awards granted after Feb 15, 2023 |
Board Governance
- Board service: Director since 2024; classified as not independent; no committee memberships as CEO .
- Structure: Separate CEO and independent Board Chair (William Kozy), reducing CEO+Chair dual-role concerns and enhancing independent oversight .
- Attendance: The Board held nine meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings .
- Director stock ownership and governance safeguards: Majority voting, annual director elections, prohibitions on hedging/pledging, and regular executive sessions .
Director Compensation and Peer Benchmarking
- Compensation consultant: Pearl Meyer engaged; determined independent with no conflicts; target pay around market median .
- 2024 compensation peer group includes Avanos, CONMED, Globus Medical, Haemonetics, ICU Medical, Inari, Integer, Integra LifeSciences, iRhythm, Masimo, Merit, Nevro, Penumbra, Shockwave, Tandem Diabetes Care .
- Say‑on‑Pay results: 95% approval at 2024 AGM; UK Directors’ Remuneration Report also approved at 95% .
Compensation Structure Analysis
- Cash vs equity mix: Majority of CEO compensation at risk (STIP and LTIP); LTIP equally split among PSUs, RSUs, SARs with PSUs at 50% total—favorable for pay-for-performance alignment .
- Metrics rigor: STIP anchored on Net Sales and Adjusted Op Income; LTIP PSUs use rTSR, FCF, and ROIC with capped payouts and defined ROIC bps schedule; 2022–2024 PSU results demonstrate differentiated payout across measures .
- Governance protections: Double-trigger equity acceleration post-2/15/2023, robust clawbacks, no excise tax gross-ups, no option repricing or discounted options; hedging/pledging prohibited .
- Ownership alignment: CEO must hold 5× salary; service-based RSUs count toward guideline; beneficial ownership currently small given recent appointment and tax withholding at vest; compliance status not disclosed .
Key Quantitative Company Performance (context)
| Metric ($USD Millions) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $1,021.8* | $1,153.5* | $1,253.4* |
| EBITDA | $129.1* | $116.6* | $207.7* |
| Operating Income | $81.6* | $66.35* | $165.39* |
| Net Income (IS) | -$86.25* | $17.55* | $63.23* |
Values retrieved from S&P Global.*
Risk Indicators & Red Flags
- Related party transactions: None required to be disclosed in FY 2024 .
- Hedging/pledging: Prohibited—reduces misalignment risk .
- Clawbacks: Two policies in effect, including Nasdaq Rule 5608-compliant policy .
- Equity award practices: No option repricings or discounted options; double-trigger acceleration only .
- Say‑on‑Pay: Strong shareholder support (95%)—low risk of pay controversy .
- Potential insider selling pressure: Annual RSU/SAR vesting on March 30 drives tax withholding and potential sales activity; evidenced by March 30, 2025 vest/withholding .
Investment Implications
- Alignment: Heavy use of PSUs (50% of LTIP) with rTSR, ROIC, and FCF promotes strategic outcomes over 3 years; robust clawbacks and double-trigger vesting enhance governance .
- Retention and overhang: Four-year RSU/SAR schedules and annual vest cadence suggest recurring March vest events that can create mechanical selling/tax withholding; monitor Form 4s around quarter-end for supply signals .
- Change‑in‑control economics: 2× base + 2× target bonus and accelerated vesting under double trigger imply meaningful retention and potential acquisition premium costs; assess in M&A scenarios .
- Performance trajectory: 2024 operational improvements and STIP overachievement (125.4%) show momentum; PSU outcomes across prior cycle underscore mixed TSR vs stronger ROIC/FCF performance—investors should weigh execution in core segments vs share-price beta .