John Seaberg
About John Seaberg
John Seaberg, age 74, is AVR’s independent Chairman of the Board (since March 2017) and director (since October 2014, inclusive of positions at predecessor ATPL). He holds a BA in Speech Communications and an MBA from the University of Minnesota (Carlson School of Management), and brings extensive medtech leadership, finance, and commercial experience to the board . He is classified as an independent director under NASDAQ rules and serves on all three board committees, chairing Compensation and Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Cedar Point Capital | Executive Vice President | Jun 2015–Dec 2023 | Broker-dealer focused on healthcare investment |
| Synovis Inc. (NASDAQ) | Chair | 2008–2012 | Manufacturer of medical device/tissue products; acquired by Baxter |
| NeoChord Inc. | Co-Founder, Chair & CEO | 2007–2014 | Commercialized Mayo Clinic mitral valve repair technology |
| Guidant Corp. (acquired by Boston Scientific) | Various executive roles | 1996–2006 | Dir. Marketing CRM; VP Sales Cardiac Surgery; VP Sales CRM |
| ACIST Medical | Co-Founder, President & CEO | 1991–1995 | Contrast delivery systems; early-stage operating leadership |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Preceptis Medical Inc. | Board Chair | 2016 | Ongoing board leadership at private medtech company |
| Phraxis Medical Inc. | Director | 2009 | Governance and oversight at private medtech company |
Board Governance
- Classification: Class I director nominee to serve through the 2028 annual meeting .
- Independence: Board-designated independent under NASDAQ; also independent for Audit & Risk Committee membership; financially literate per NASDAQ .
- Leadership: Independent Chairman; CEO and Chair roles separated (good governance) .
- Committees:
- Compensation Committee – Chair; members: Seaberg, Roberts, Denaro (Seaberg and Roberts independent; Denaro not independent pending NASDAQ transition) .
- Nominating & Corporate Governance Committee – Chair; members: Seaberg, Denaro, Moss (Seaberg and Moss independent) .
- Audit & Risk Committee – Member; chair is Denaro; members: Seaberg, Roberts, Denaro (Seaberg and Roberts independent; committee financially literate; Denaro audit committee financial expert) .
- Attendance: 100% board and relevant committee meeting attendance during FY2024; board met 14x; Audit & Risk 7x; Comp 1x; Nom/Gov 0x .
- Executive sessions frequency: Not disclosed.
- Lead Independent Director: Not disclosed/not appointed .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual cash retainer ($) | $152,033 | $154,500 | Policy had $150,000 Non‑Exec Chair retainer in 2024; increased by 3% effective Jan 1, 2025 |
| Committee chair/member fees ($) | Not eligible (Chair’s total cash is fixed) | Not eligible (Chair’s total cash is fixed) | Committee chair retainers are paid in lieu of member fees; Chair’s cash is fixed |
| Meeting fees ($) | None disclosed | None disclosed | Retainer-based structure |
Performance Compensation
| Equity/Grant | Terms | Vesting | Amount/Detail |
|---|---|---|---|
| IPO-related initial RSUs (Non-Exec Chair) | Subject to shareholder approval (ASX LR 10.14) | Annual vest over 3 years | $500,000 target fair value |
| IPO-related initial RSUs (Seaberg) | Subject to shareholder approval | Noted in proxy proposals | 83,333 RSUs |
| 2025 Annual RSU grant (Chair) | Subject to shareholder approval | Vests on earlier of 1-year from grant or next annual meeting | $250,000 grant-date fair value |
| One-time IPO LTI award (Chair) | Granted Dec 2024 | As approved, annual vest over 3 years | $500,000 target grant value |
| Options outstanding (historic director grants) | 2024 director option grants vest in three broadly equal tranches over 1/2/3 years | Service-based vesting | 40,000 @ $7.13; 80,000 @ $8.25; 157,500 @ $15.28; 75,000 @ $14.64 |
Performance metric design for director equity
| Metric Category | Disclosed Target/Metric | Notes |
|---|---|---|
| Equity grant conditions | Time-based RSUs; no explicit TSR/EBITDA/ESG metrics disclosed | Director RSUs/option grants are service-vesting; no performance hurdles stated |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Preceptis Medical Inc. | Private | Board Chair | No AVR-related transactions disclosed |
| Phraxis Medical Inc. | Private | Director | No AVR-related transactions disclosed |
| Synovis Inc. (NASDAQ; prior) | Public (acquired) | Chair | Historical role; no current interlocks disclosed |
Expertise & Qualifications
- Medtech leadership: Chairs and C-suite roles across Synovis, NeoChord, ACIST; senior commercial roles at Guidant/Boston Scientific lineage .
- Finance/investment experience: EVP at healthcare-focused broker-dealer; capital markets perspective .
- Education: BA, MBA (Carlson School) .
- Board-level skills: Strategy, global healthcare, corporate finance, governance, ASX experience .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | % of Outstanding | Notes |
|---|---|---|---|---|
| John Seaberg | 19,710 | 210,000 | <1% | Mix of direct holdings and options; no pledging/hedging permitted by policy |
Insider filings and trading controls
- Insider Trading and Securities Dealing Policy prohibits short sales, options/hedging, margin accounts, and pledging of AVR securities (positive alignment control) .
- Section 16(a) compliance: Company indicates Seaberg filed a Form 3 late for FY2024 (minor compliance issue) .
- Attempted retrieval of Form 4 transactions via insider-trades skill encountered authorization error; no additional Form 4 data available beyond proxy/8-K disclosures (we tried and could not retrieve; see process note).
Governance Assessment
-
Positive signals:
- Independent Chairman; separation of Chair/CEO roles enhances oversight .
- 100% attendance in FY2024 across board/committees (strong engagement) .
- Broad committee leadership (chairs Comp and Nom/Gov) and membership on Audit & Risk (deep governance involvement) .
- Equity alignment through RSUs and service-vesting grants; prohibition on hedging/pledging .
-
Watch items / RED FLAGS:
- Compensation Committee independence gap: Denaro (not independent) currently serves; company relies on NASDAQ’s one-year post-listing transition—monitor for full independence by deadline .
- Proxy includes proposals to adjust exercise prices and amend terms of certain historical options (optics risk if directors benefit; board recommends FOR)—investors typically scrutinize re-pricing actions .
- Late Form 3 filing for Seaberg noted by company—minor compliance lapse to monitor for recurrence .
-
Related-party/conflict review:
- Audit & Risk Committee oversees related party transactions; policy requires prior approval for transactions ≥$120,000 or 1% of average total assets; no Seaberg-specific related-party transactions disclosed .
- No disclosed business dealings with entities affiliated to Seaberg; indemnification agreements standard for directors .
-
Compensation mix and trends:
- Shift from options (2024) to RSUs (post-IPO policy) reduces risk and increases time-based alignment; annual RSU grants for Chair set at $250,000 and initial IPO-related grants approved/proposed .
- Chair cash retainer increased 3% in 2025 to $154,500—moderate, formulaic escalation .
Process note: We listed and read AVR’s latest DEF 14A (Nov 10, 2025) and relevant 8-Ks for director election/compensation updates and voting outcomes. We attempted to fetch John Seaberg’s Form 4s with the insider-trades skill but encountered a 401 Unauthorized error; therefore, insider trade details beyond Section 16(a) compliance are not available at this time. Sources: – – – –.