Anteris Technologies Completes 2024 Governance and Pay Disclosure in Key 10-K/A Filing
Anteris Technologies Global Corp. has filed an amended 10-K to disclose comprehensive governance, executive pay, and related party transactions for fiscal 2024, completing its annual SEC reporting obligations.
- Filing of Amendment No. 1 on Form 10-K/A to include previously omitted Part III disclosures
- Detailed executive compensation and equity incentive plans disclosed
- Board composition and governance structure clarified with independent director designations
- Related party transactions include 30% stake acquisition in v2vmedtech and ongoing development agreements
- Audit fees and cybersecurity risk management policies outlined
Context and Purpose of the Amendment
Anteris Technologies Global Corp. (NASDAQ: AVR, ASX: AVR), a structural heart medical device company, has filed Amendment No. 1 on Form 10-K/A to its annual report for the fiscal year ended December 31, 2024. This amendment primarily serves to incorporate Part III disclosures that were initially omitted from the original filing in March 2025 due to timing constraints related to the company’s proxy statement. The filing completes the company’s SEC reporting requirements and provides investors with a fuller picture of its governance, executive compensation, and related party dealings.
Board Composition and Governance Oversight
The filing details a classified board structure with five directors serving staggered three-year terms. Chairman John Seaberg and director Wenyi Gu are designated as independent under NASDAQ rules, while CEO Wayne Paterson and President David St Denis are executive directors. The board’s oversight responsibilities cover strategy, governance, compliance, and risk management, with three standing committees: Audit and Risk, Compensation, and Nominating and Corporate Governance. Each committee is chaired by independent directors and is tasked with specific oversight functions, including financial reporting, executive pay, and director nominations.
Cybersecurity risk management is integrated into the company’s broader risk framework, with regular reporting to the Audit and Risk Committee. The company employs a multi-layered approach including annual penetration testing, endpoint detection, and third-party monitoring to safeguard its IT infrastructure and intellectual property.
Executive Compensation and Equity Incentives
The amendment provides a detailed breakdown of compensation for named executive officers (NEOs) including CEO Wayne Paterson, President David St Denis, and CFO Matthew McDonnell. Compensation packages include base salaries, annual bonuses tied to corporate and individual performance, and significant equity awards. Notably, Mr. Paterson received a long-term incentive award valued at $6 million in connection with the IPO, with future annual awards subject to stockholder approval.
The company’s equity incentive plans are comprehensive, featuring stock options, restricted stock units (RSUs), and performance-based awards. The newly adopted Anteris Technologies Global Corp. Equity Incentive Plan governs these awards, with a share reserve that increases annually by 5% of outstanding shares. Vesting schedules and exercise prices are aligned with market standards and subject to shareholder approval where required by ASX rules.
Related Party Transactions and Strategic Investments
A significant related party transaction disclosed is Anteris’ 30% equity stake acquisition in v2vmedtech, inc., a company developing a transcatheter edge-to-edge repair (TEER) device for mitral and tricuspid valve regurgitation. Anteris is providing development services and funding across five defined stages, with total contributions to date of $3.6 million. Upon completion of Stage 5 or incurring $10 million in development and operational contributions, Anteris’ ownership in v2vmedtech may increase to approximately 58-60%. The arrangement includes a perpetual exclusive license for Anteris to use the developed technology for applications outside leaky valve devices.
Audit and Compliance
KPMG Brisbane served as the independent auditor, billing $649,610 for audit services in 2024, with all services pre-approved by the Audit and Risk Committee. The company maintains strict policies to ensure auditor independence and compliance with SEC regulations. Additionally, certifications from the CEO and CFO affirm the accuracy and completeness of the amended filing.
Implications for Investors
This amendment provides critical transparency into Anteris’ leadership, governance practices, and strategic initiatives. The detailed compensation disclosures and equity plans highlight management’s alignment with shareholder interests, while the v2vmedtech investment signals a commitment to expanding the company’s structural heart device portfolio. Investors now have a more complete foundation to assess the company’s risk profile and growth prospects.
Bottom Line?
With governance and compensation disclosures now complete, attention turns to how Anteris will leverage its strategic investments to drive shareholder value.
Questions in the middle?
- What are the timelines and financial milestones for v2vmedtech’s TEER product development?
- How will future equity awards impact shareholder dilution and stock performance?
- What measures will the board take to ensure continued cybersecurity resilience amid growing digital risks?
