David St Denis
About David St Denis
David St Denis, 57, is President of Anteris Technologies Global Corp. (AVR) and a Class II director (non‑independent). He became President and joined the Board on March 5, 2025, after serving as Chief Operating Officer since July 2017; he also serves as CEO of v2vmedtech, inc., a consolidated VIE of AVR . He holds a B.S. (University of Connecticut), an M.A. (Boston University), and an MBA (Babson College – Olin) . The proxy does not disclose TSR, revenue growth, or EBITDA growth for his tenure; however, 2024 executive bonuses paid at 100% of target were tied to adjusted EBITDA, capital position, and strategic objectives including TAVR program milestones and the Nasdaq IPO, with an additional $50,000 discretionary cash bonus for his IPO contributions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anteris Technologies Global Corp. | President; Director (Class II) | 2025–present | Executive leadership post-IPO; Board service as non‑independent director |
| Anteris (ATPL/AVR) | Chief Operating Officer | 2017–2025 | Scaled operations across development and commercialization programs |
| v2vmedtech, inc. (AVR-consolidated VIE) | Chief Executive Officer | 2023–present | Leading TEER device development in partnership structure with AVR |
| v2vmedtech, inc. | Chief Financial Officer | 2023 | Early-stage buildout; interim finance leadership |
| Merck (KGaA) | Head of Commercial Ops (Europe & Canada); Head of Operations (Emerging Markets) | 2013–2017; 2008–2013 | Led commercial and emerging markets operations |
| Millennium Pharmaceuticals (now Takeda) | Multiple leadership roles; Strategic consultant | 1996–2006; 2006–2008 | Commercial/ops leadership and strategic advisory |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| v2vmedtech, inc. | CEO | 2023–present | v2v is a VIE consolidated by AVR; AVR funds multi-stage development with potential step-up to 58–60% ownership after funding/milestones |
Fixed Compensation
| Item | 2023 | 2024 | 2025 (current terms) |
|---|---|---|---|
| Base Salary (USD) | $416,844 | $450,000 | $475,000 |
| Target Annual Bonus (% of base) | N/A in table | N/A in table | 80% |
| Actual Annual Bonus (cash) | $20,000 | $50,000 (discretionary IPO-related; separate from STI) | |
| 401(k)/Benefits (All Other Comp includes) | $35,004 | $34,596 | 401(k) match $10,500; health/customary benefits |
Notes:
- STI design (company-wide): targets based on adjusted EBITDA, capital position, and strategic objectives (TAVR milestones; IPO); 2024 STI paid at 100% of target for NEOs .
Performance Compensation
| Component | Metric(s) | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Short-Term Incentive (STI) | Adjusted EBITDA; capital position; strategic objectives (TAVR early feasibility; Nasdaq IPO) | Target % of salary: 80% | Committee determined targets “sufficiently met”; 100% of target STI paid for NEOs | Typically paid in March following year |
| Discretionary Cash | IPO execution | N/A | $50,000 (2024) | Paid in 2024 |
| IPO RSUs (2024 grant) | Service-based | 500,000 RSUs grant value $3,000,000 | N/A | Vests 1/3 on Dec 16 of 2025, 2026, 2027; double-trigger acceleration on termination following a change in control |
| Share Price Performance Plan Units (SPP) | Stock price hurdles and service | 700,000 units | N/A | Tranche 1 vests at $38.20; Tranche 2 at $47.75 (10 consecutive trading days) or time-based; Tranche 3 vests 9/13/2026; if hurdles unmet, vesting at 9/13/2026 |
Equity Ownership & Alignment
| Holding (as of stated date) | Amount | Status/Terms |
|---|---|---|
| Beneficial ownership (SEC definition) as of Oct 15, 2025 | 265,430 options exercisable within 60 days; less than 1% of outstanding | Options only; beneficial ownership <1% per proxy table |
| Options outstanding (12/31/2024) | 5,430 @ $23.56 exp 12/31/2027; 60,000 @ $5.65 exp 9/23/2026; 133,334 ex/66,666 unex @ $8.25 exp 6/13/2027 | Vesting: 66,666 (from 200,000-tranche) vests 9/19/2025 |
| IPO RSUs | 500,000 | Vests 12/16/2025, 12/16/2026, 12/16/2027 (equal installments); double-trigger acceleration upon termination following change in control |
| SPP Units | 700,000 | Hurdles at $38.20 and $47.75 (10 consecutive trading days) and/or time-based vesting by 9/13/2026 |
| Ownership guidelines | Not disclosed | No stock ownership multiple disclosed in proxy; hedging, pledging, and margin prohibited for insiders |
| Pledging/Hedging | Prohibited | No short sales, options, or pledging; no margin accounts |
Vesting and potential supply windows:
- 200k option tranche cliff on 9/19/2025 (remaining 66,666 vest) .
- RSUs: 12/16/2025, 12/16/2026, 12/16/2027 .
- SPP units: potential trigger upon price hurdles or by 9/13/2026 .
- Company is seeking approval for net exercise and share withholding for legacy options (Proposal 13), which may reduce open-market sales upon exercises if adopted .
Employment Terms
| Term | Detail |
|---|---|
| Role | President (since 3/5/2025); non‑independent director (Class II, term expiring 2026 annual meeting) |
| Base salary | $475,000; subject to annual review |
| Target bonus | Up to 80% of base salary |
| LTI | One-time IPO RSUs with target grant date fair value $3,000,000 (Dec 2024); planned annual LTI starting 2026 with target $2,000,000, subject to ASX shareholder approval |
| Severance (no cause) | 9 months base salary + 9 months COBRA reimbursement; release required |
| Change-in-control | IPO RSUs accelerate upon termination of employment following a change in control (double-trigger) |
| Notice | Company or executive may terminate generally with 3 months’ written notice |
| Restrictive covenants | Customary non‑compete, non‑solicitation, IP, confidentiality (durations/scope not specified) |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback policy adopted |
Board Governance
- Independence/role: Non‑independent director due to executive role; not assigned to any Board committees .
- Board structure: Classified Board; independent Chair (Seaberg). CEO and Chair roles separated; risk oversight through Audit & Risk, Compensation, and Nominating committees .
- Independence mix: As of the proxy, three independent directors (Seaberg, Moss, Roberts) and three non‑independent (Paterson, St Denis, Denaro); Nasdaq majority‑independent requirement expected within one year of listing .
- Attendance: In 2024, each then‑serving director attended 100% of their Board and relevant committee meetings; St Denis joined the Board in 2025 (no individual 2025 attendance disclosed) .
Director Service, Committees, and Dual-Role Implications
| Aspect | Detail |
|---|---|
| Board service start/date | Appointed Class II director March 5, 2025; term to 2026 annual meeting |
| Committees | None (non‑independent director) |
| Dual-role considerations | Executive director (President + Director) reduces independence; mitigated by independent Chair and committee structures |
| Related party considerations | CEO of v2vmedtech, a consolidated VIE with development funding and option to increase AVR ownership; oversight via Audit & Risk Committee and related‑party policy |
Multi‑Year Compensation Summary (NEO)
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $416,844 | $450,000 |
| Bonus (discretionary) | $20,000 | $50,000 |
| Stock Awards (RSUs, etc.) | — | $3,000,000 |
| Option Awards | $3,970,906 | — |
| Non‑Equity Incentive Plan Comp (STI) | $249,480 | $380,000 |
| All Other Compensation | $35,004 | $34,596 |
| Total | $4,692,234 | $3,914,596 |
Comp structure shifts:
- 2023 heavy in options; 2024 shifts to large time-based RSUs tied to IPO, plus 100% STI payout and a discretionary IPO cash award .
Related Party Transactions and Policies
- v2vmedtech: AVR purchased 30% equity in April 2023; provides staged development services/funding with potential step-up to 58–60% after funding/milestones; St Denis serves as v2vmedtech CEO; termination break-fee mechanics apply; total contributions $4.4m through June 30, 2025 .
- Related‑party review: Transactions >$120,000 require Audit & Risk Committee approval; formal policy in place .
Say‑on‑Pay, Peer Group, and Shareholder Engagement
- Say‑on‑pay: Not presented as a proposal in the 2025 proxy; no historical say‑on‑pay results disclosed .
- Compensation peer group/consultants: Not disclosed in the 2025 proxy .
- Hedging/pledging: Prohibited for insiders; Section 16 compliance note indicates no issues disclosed for St Denis; corporate policy restricts hedging and pledging .
Risk Indicators & Red Flags
- Positive: Clawback policy; independent Chair; separation of CEO/Chair; hedging/pledging prohibitions .
- Watch items: Executive director status (independence); significant time‑based IPO RSUs increase guaranteed pay mix; 2024 discretionary bonuses despite committee‑set metrics achieving target; related‑party exposure via v2vmedtech (managed through policy/committee oversight) .
Investment Implications
- Alignment/retention: Large unvested RSUs (500k) and SPP units (700k) create strong medium‑term retention incentives; severance protection is modest (9 months base), while double‑trigger RSU acceleration could reduce “golden handcuff” effect in a change‑of‑control .
- Near‑term trading supply: Key vesting dates (9/19/2025 options; 12/16/2025 RSUs; potential SPP vesting at price hurdles or by 9/13/2026) could create periodic insider selling windows; pending approval of net exercise/share withholding may lessen open‑market sales tied to option exercises .
- Pay‑for‑performance: 2024 STI paid at 100% based on strategic and financial goals; use of discretion (extra cash bonus) and shift to time‑based IPO RSUs suggest a mix skewed to retention/transition around IPO rather than pure performance leverage in 2024; scrutiny should focus on 2026 LTI design and any PSU metrics added to enhance alignment .
- Governance checks: Non‑independent director service heightens independence sensitivity; mitigated by independent Chair and committee composition; monitor progress toward majority‑independent board within Nasdaq’s post‑listing window .