Matthew McDonnell
About Matthew McDonnell
Matthew McDonnell, age 53, is Chief Financial Officer (CFO) of Anteris Technologies Global Corp. (AVR) and serves as Principal Financial Officer and Principal Accounting Officer, having held the CFO role since November 2018 at Anteris’ predecessor (ATPL) and continuing post-Reorganization; he also serves as CFO of v2vmedtech since September 2023 . He spent over 24 years at KPMG, including 10 years as partner, delivering audit, accounting, and advisory services across multiple industries; he holds a Bachelor of Economics (Macquarie University) and is an Associate of Chartered Accountants ANZ, Fellow of FINSIA, and Member of the Australian Institute of Company Directors . The proxy does not disclose TSR or revenue/EBITDA growth attributable to his tenure.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KPMG | Partner and senior roles | 24 years total; 10 years as partner | Led audit/advisory across financial services, transport, industrials, health, childcare, energy; executed restructurings, acquisitions, divestments, privatizations |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| v2vmedtech, inc. | Chief Financial Officer | Since Sep 2023 | Supports financing and development program for TEER device; v2v considered a VIE consolidated by AVR |
| State Library of Queensland | Director and Chair of Audit & Risk Committee | 8 years | Governance oversight of public institution’s audit/risk processes |
Fixed Compensation
Employment agreement (McDonnell Contract) terms:
| Component | Detail |
|---|---|
| Base salary | $236,246 (AUD $380,000), excluding superannuation; FX at ~A$1.00:$0.62 on Dec 31, 2024 |
| Superannuation | 12.0% of eligible compensation (post Jul 1, 2024) subject to caps |
| Target annual bonus (STI) | Up to 60% of base salary |
| Long-term incentive (LTI) at IPO | $500,000 target grant-date fair value |
| Ongoing LTI from 2026 | $500,000 target grant value, service/performance-based; subject to stockholder approval per ASX rules |
| Termination notice | Either party may terminate with 3 months’ written notice |
| Covenants | Non-compete, non-solicit, IP, confidentiality |
Actual reported compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $242,330 | $267,432 |
| Bonus ($) | — | $50,000 (discretionary NASDAQ listing recognition) |
| Stock awards ($) | — | $499,998 |
| Option awards ($) | $1,269,074 | — |
| Non-equity incentive plan compensation ($) | $105,262 | $158,757 |
| All other compensation ($) | $20,146 | $24,471 |
| Total ($) | $1,636,812 | $1,000,658 |
Compensation structure observations:
- Mix shifted from options-heavy (2023 option awards $1.27M) to RSUs/LTI and cash STI in 2024 ($500k RSU, $159k STI), with a $50k discretionary IPO-related bonus .
Performance Compensation
Short-term incentive (STI) plan and outcomes:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Not disclosed | Committee determined targets “sufficiently met” | 100% of target STI bonus paid | Cash, paid typically in March following year |
| Capital position | Not disclosed | Not disclosed | Sufficiently met | 100% of target STI bonus paid | Cash |
| Strategic objectives (THV program advancement; NASDAQ listing/IPO) | Not disclosed | Achieve listing and program milestones | Achieved; additional discretionary bonuses awarded | 100% of target STI; plus $50,000 discretionary cash bonus to McDonnell | Cash |
Executive equity awards (vesting detail):
| Award | Quantity | Vesting schedule | Notes |
|---|---|---|---|
| RSUs (IPO-related) | 83,333 | Vest in substantially equal installments on Dec 16, 2025; Dec 16, 2026; Dec 16, 2027, subject to continued employment | RSU vesting accelerates upon termination following a change in control |
| SPP Units (Share Price Performance Plan) | 233,334 | Vest in substantially equal installments on Sep 13, 2025 and Sep 13, 2026, subject to continued employment | SPP Units payout based on share price increases from base price; cash settlement post-vesting |
Policies:
- Compensation recovery (clawback) policy compliant with NASDAQ Listing Rules .
- Grant timing not designed around MNPI; no 2024 option awards granted during blackout windows .
Equity Ownership & Alignment
Beneficial ownership and alignment indicators:
| Item | Detail |
|---|---|
| Total beneficial ownership | 112,001 options exercisable within 60 days (held via Quadroo Pty Ltd as trustee for McDonnell Family Trust) |
| Ownership % of outstanding | Less than 1% |
| Exercisable vs unexercisable options | 2,001 @ $4.23 (exp 7/12/2029) exercisable; 60,000 @ $5.52 (exp 9/23/2026) exercisable; 33,334 exercisable and 16,666 unexercisable @ $8.06 (exp 6/13/2027); the 16,666 unexercisable vest on Sep 19, 2025 |
| RSUs outstanding | 83,333 RSUs vest 2025–2027 |
| SPP Units outstanding | 233,334 SPP Units vest 2025–2026 |
| Pledging/hedging | Company policy prohibits short sales, public-traded options, hedging, margin accounts, and pledging for officers/directors/employees |
| Ownership guidelines | Not disclosed for executives in proxy; director policy detailed separately |
Options detail:
| Number | Exercise price ($) | Expiration | Vesting |
|---|---|---|---|
| 2,001 | 4.23 | 7/12/2029 | Exercisable |
| 60,000 | 5.52 | 9/23/2026 | Exercisable |
| 33,334 | 8.06 | 6/13/2027 | Exercisable |
| 16,666 | 8.06 | 6/13/2027 | Unexercisable; vests 9/19/2025 |
Employment Terms
| Provision | Detail |
|---|---|
| Role | Chief Financial Officer; Principal Financial Officer and Principal Accounting Officer (as evidenced by 10-Q certification) |
| Base salary | $236,246 (AUD $380,000) |
| STI target | Up to 60% of base salary |
| LTI | $500,000 at IPO; $500,000 annual LTI from 2026 subject to stockholder approval |
| Change-of-control | RSU vesting accelerates upon termination following a change in control |
| Severance | Not specified beyond general 3 months notice; no cash severance multiple disclosed |
| Covenants | Non-compete, non-solicit, IP assignment, confidentiality |
Investment Implications
- Pay-for-performance linkage: McDonnell’s STI metrics (Adjusted EBITDA, capital position, strategic objectives including THV program and NASDAQ listing) tie his annual cash bonus to operational execution and financing posture; 100% STI payout and discretionary IPO bonus reflect successful 2024 objectives . RSUs and SPP Units create multi-year alignment with share price and service retention through 2027 .
- Retention and selling pressure: Upcoming vesting events (RSUs in Dec 2025/2026/2027; SPP Units in Sep 2025/2026; options tranche vesting Sep 19, 2025) could coincide with Form 4 activity; company policy bans hedging/pledging, limiting forced selling via collateral, but vesting may add supply in windows .
- Ownership alignment: Beneficial ownership is small (<1%), but sizeable unvested RSUs/SPP Units and exercisable options provide upside leverage to value creation; no executive ownership guideline disclosed in proxy .
- Contract economics and risk: Limited severance (3 months’ notice) means retention relies on ongoing LTI grants and role scope; change-of-control accelerations for RSUs increase transaction incentives . Broader proposals to amend/reprice legacy options require stockholder approvals (ASX Listing Rules 6.23.4), a governance watchpoint though not specific to McDonnell’s current awards .
Citations:
About/roles: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:38]** **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:39]** **[2011514_0001140361-25-041643_ef20054952_ex31-2.htm:0]**; Fixed comp terms: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:42]**; Summary compensation: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:40]**; STI metrics/outcomes: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:43]**; RSU/Spp/vesting: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:44]** **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:47]**; Options detail: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:47]**; Ownership table: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:55]**; Insider policy (pledging/hedging): **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:33]**; Director compensation policy (ownership context): **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:36]**; Repricing proposals context: **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:1]** **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:12]** **[2011514_0001140361-25-041377_ny20056476x2_def14a.htm:16]**.