William Kozy

About William Kozy

Independent Chair of LivaNova’s Board, age 73, director since 2018. Former Interim Chief Executive Officer (Apr 14, 2023–Feb 29, 2024). Previously EVP and Chief Operating Officer at Becton, Dickinson and Company (2011–2016) with earlier segment leadership roles; BA from Kenyon College . The Board is currently led by an independent, non‑executive Chair (Kozy) with the CEO role separated, and all directors other than the CEO are determined independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Structure: Separate CEO and independent Board Chair (Kozy) . Independence: All directors except the CEO deemed independent by the NCG Committee; AC and CHCM members meet heightened independence criteria .
• Attendance/Engagement: Board met 9 times in 2024; each director attended ≥75% of Board/committee meetings; 8 of 10 directors attended the 2024 AGM .
• Executive Sessions: Independent directors meet in private at least quarterly; at least two executive sessions per year; the Chair presides .
• Committees: Kozy serves on no standing committees (as Chair) .
• Succession Oversight: CEO succession led by NCG; added joint NCG/CHCM sessions in 2024 to coordinate succession and talent reviews .

Fixed Compensation

• 2024 interim CEO compensation (NEO Summary Compensation Table): | Year | Salary ($) | Non‑Equity Incentive Plan Comp ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:| | 2024 | 165,000 | 220,478 | 312,813 | — | 128,813 | 827,104 | | 2023 | 697,500 | 1,058,542 | 1,249,961 | — | 54,722 | 3,060,725 |

• Director fee schedule (non‑executive; Kozy received director fees after Mar 1, 2024): | Period | Annual Board Retainer | Chair Retainer | Committee Chair Fees | Committee Member Fees | Notes | |---|---:|---:|---|---|---| | Jan 2024–2024 AGM | $110,000 | $185,000 | NCG $20k; CHCM $20k; AC $30k | NCG $8k; CHCM $8k; AC $15k | Pre‑AGM schedule | | Post‑2024 AGM | $60,000 | $135,000 | Unchanged | Unchanged | Mix shifted toward equity | | Effective at 2025 AGM | $70,000 | $145,000 | Unchanged | NCG/CHCM members to $10k | Stock award grant date fair value to $185k (directors)/$260k (Chair) |

• Director equity grants: 2024 annual service‑based RSU grant values increased by $50,000 to $180,000 for directors and $255,000 for the Chair; RSUs generally vest after one year, or upon a Change in Control per award terms . Kozy was excluded from the 2024 director comp table because he was an employee for part of the year .

Performance Compensation

• Company‑wide 2024 incentive outcomes (apply to NEO plans, including during Kozy’s interim CEO tenure): | Plan/Metric | Outcome | |---|---| | 2024 Short‑Term Incentive (STIP) | 125.4% of target (based on financial/non‑financial objectives) | | 2022–2024 PSUs – rTSR | 58.0% of target; 36th percentile rTSR | | 2022–2024 PSUs – ROIC | 78.5% of target; 3‑yr average ROIC 5.77% | | 2022–2024 PSUs – Free Cash Flow | 88.1% of target; 94.0% of FCF target achieved |

• Plan design safeguards and provisions:

  • Double‑trigger vesting for equity awards granted after Feb 15, 2023 (executives) .
  • Clawbacks: Compensation Recoupment Policy and Incentive Clawback Policy in specified situations .
  • No excise tax gross‑ups; no option repricing; hedging/pledging prohibited for officers and directors .

Other Directorships & Interlocks

• Former public company directorships (past 5 years): Cooper Companies, Inc. (COO) .
• Compensation Committee interlocks: None; no LivaNova executive served on another company’s board or comp committee where a reciprocal interlock existed in 2024 .

Expertise & Qualifications

• 40+ years in global med‑tech leadership across operations, manufacturing, ERP, M&A, technology, and product development; deep investor engagement and succession planning experience .
• Education: BA, Kenyon College .
• As independent Chair, presides over agendas and executive sessions, enabling robust oversight while management focuses on operations .

Equity Ownership

Insider equity activity (2024):

Governance Assessment

• Positives for investor confidence:

  • Independent, non‑executive Chair; separate CEO/Chair roles support oversight and management focus .
  • Strong independence posture: all directors except CEO independent; AC and CHCM members meet heightened criteria .
  • Attendance and engagement: 9 Board meetings; each director ≥75% attendance; regular executive sessions enhance independent oversight .
  • Pay practices with safeguards: double‑trigger equity (post‑2/15/23 grants), clawbacks, no gross‑ups, hedging/pledging prohibited .
  • Shareholder support: 2024 Say‑on‑Pay approved by 95%; UK remuneration report also 95%; extensive shareholder outreach (~70% of register) .

• Monitoring points / potential flags:

  • Director RSUs vest on the earlier of 1‑year anniversary or a Change in Control (single‑trigger), which some investors view as less stringent than double‑trigger; executive awards follow double‑trigger post‑2/15/23 .
  • No formal term or age limits; mitigated by annual evaluations and periodic chair/committee chair rotation consideration .
  • Proposal to raise CEO STIP cap in the UK remuneration policy from 200% to 225% of salary (subject to shareholder approval) warrants ongoing alignment review .

• Alignment:

  • Kozy’s beneficial ownership totals 33,148 shares (<1%); directors are subject to 5x cash retainer ownership guidelines; hedging/pledging is prohibited, supporting alignment with shareholders .
  • No related‑party transactions disclosed for 2024; CHCM interlocks absent, reducing conflict risk .