Stephen Denaro
About Stephen Denaro
Stephen Denaro is a Class II director (age 64) and has served on the AVR board since October 2018, including service with its predecessor ATPL; he is not independent under NASDAQ rules due to his past role as Company Secretary and ongoing paid services to the Company and controlled entities. He has 25+ years’ experience across M&A, valuations, accounting, and tax, is ATPL’s Secretary since 2018, and is director/sole shareholder of Trio Business Intermediaries Pty Ltd, specializing in restructuring, corporate governance, directorship, and company secretarial services. Education and credentials: Bachelor of Business in Accountancy, Graduate Diploma in Applied Corporate Governance; member of Chartered Accountants Australia & New Zealand and the Australian Institute of Company Directors. The board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AVR (Anteris Technologies Global Corp.) | Director (Class II) | Since Oct 2018 | Audit & Risk Committee Chair; Compensation Committee Member; Nominating & Corporate Governance Committee Member; Audit Committee Financial Expert |
| ATPL (predecessor entity) | Company Secretary | Since 2018 | Corporate governance, disclosure controls; continued services to Company and controlled entities |
| Various ASX-listed companies | Company secretarial services provider | Since 1994 | Governance/process expertise; director/sole shareholder of Trio Business Intermediaries Pty Ltd |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| Trio Business Intermediaries Pty Ltd | Director and sole shareholder | Not disclosed | Business consulting in restructuring, governance, directorship and company secretarial services; vehicle through which services are provided |
| Other ASX-listed companies (unnamed) | Company secretarial services provider | Since 1994 | Service provider capacity; no specific public company board seats disclosed |
Board Governance
- Committee assignments: Audit & Risk (Chair), Compensation (Member), Nominating & Corporate Governance (Member). The board deems him “financially literate”; designated an “audit committee financial expert.”
- Independence: Not independent under NASDAQ due to past Company Secretary role and ongoing paid services; majority independence and committee independence required within one year of NASDAQ listing.
- Attendance: In FY2024 there were 14 Board meetings, 7 Audit & Risk, 1 Compensation, and 0 Nominating meetings; all then-serving directors attended 100% of Board and relevant committee meetings during periods of service.
- Insider trading/hedging/pledging: Policy prohibits short sales, hedging (collars/swaps), and pledging/margin of company securities by directors.
- Section 16 compliance: Company reports all Section 16(a) requirements met in FY2024 except late Form 3 filings by Paterson and Seaberg; no late filing noted for Denaro.
Fixed Compensation
| Metric (USD unless noted) | 2024 | 2025 |
|---|---|---|
| Director cash fees | $72,217 plus superannuation (included within Fees earned) | Annual cash retainer $78,967; statutory superannuation approx. $9,788 |
| Secretarial services fee | $35,872 (included within Fees earned) | Annual cash fee approx. $36,113 for secretarial services to Company/subsidiaries |
| Fees earned or paid in cash (total line item) | $108,089 | Not disclosed as a single total for 2025 (components above) |
| All other compensation (superannuation entitlements) | $8,430 | Statutory superannuation approx. $9,788 |
| Director compensation policy – cash retainers (structure) | Chair $150,000; Board Member $45,000; Audit Chair $20,000; Comp Chair $15,000; N&G Chair $10,000; Audit Member $10,000; Comp Member $7,500; N&G Member $5,000 (2024); +3% effective Jan 1, 2025 | +3% increase vs 2024 levels reflected from Jan 1, 2025 |
Performance Compensation
| Award Type | 2024 | 2025 |
|---|---|---|
| Option awards – grant date fair value | $243,570 | Not disclosed (new options not indicated for 2025) |
| Outstanding options and exercise prices | 16,500 @ $6.96; 40,000 @ $8.06; 80,500 @ $14.92; 50,000 @ $14.30 (AUD-designated exercise prices converted to USD per FX methodology) | 50,000 options granted in June 2024 @ AUD $23.00; vest over 1–3 years (context to 2024 grants) |
| IPO-related NED RSUs (initial grant) | Board proposes 41,666 NED RSUs to acquire CDIs; vests one-third on each of the first three anniversaries of Dec 16, 2024, subject to continued service | Fair value for 41,666 NED RSUs: $250,000 (valuation based on IPO price/appointment date) |
| FY25 annual director RSUs | N/A | Proposed $125,000 grant date value; RSUs vest on earlier of first anniversary of grant or next annual meeting; number determined by closing price at Annual Meeting |
| Change-in-control terms (RSUs) | RSUs vest in full upon change in control | RSUs vest in full upon change in control |
| Performance conditions | Time-based vesting; no disclosed performance metrics for director equity awards |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Conflict/Interlock |
|---|---|---|---|
| ATPL (predecessor) | Company Secretary | Not applicable | Provides paid secretarial services while serving as AVR director (conflict risk managed via Audit & Risk Committee oversight) |
| Trio Business Intermediaries Pty Ltd | Director/sole shareholder | Not applicable | Consulting vehicle; related-party transaction oversight framework in place (Item 404 policy) |
Expertise & Qualifications
- Financial/accounting expertise; designated “audit committee financial expert” by the Board.
- Bachelor of Business in Accountancy; Graduate Diploma in Applied Corporate Governance; member of CA ANZ and AICD.
- 25+ years across M&A, valuations, accounting, and tax; extensive ASX governance and company secretarial experience.
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (Common/CDIs) | 23,722 shares held via Citicorp Nominees Pty Limited |
| Options exercisable within 60 days | 110,333 options held by Sloane Pty Ltd as Trustee for Denaro Family Trust; Denaro is director/sole shareholder and deemed beneficial owner |
| Total beneficial ownership (shares + in-the-money/exercisable options within 60 days) | 134,055; less than 1% of outstanding shares |
| Shares outstanding (reference base) | 36,062,370 shares outstanding as of Oct 15, 2025 |
| Hedging/pledging | Company policy prohibits hedging and pledging/margin; positive alignment safeguard |
Governance Assessment
- Strengths
- Deep finance and governance background; audit committee financial expert designation; 100% meeting attendance signal of engagement.
- Clear prohibition on hedging/pledging enhances alignment; annual RSUs align pay with shareholder value while minimizing cash.
- Risks / RED FLAGS
- Not independent under NASDAQ rules; concurrently provides paid company secretarial services, creating perceived conflict and independence concerns. This is accentuated by his role as Audit & Risk Committee Chair until NASDAQ independence requirements are satisfied post-listing.
- RSU change-in-control full acceleration for directors may be viewed as shareholder-unfriendly if not tightly justified by market norms.
- Option repricing/adjustments were on the 2025 agenda broadly (Proposals 12–13), which can be a governance sensitivity point; diligence on execution terms is warranted.
- Compensation Structure Signals
- 2024 mix: cash fees plus significant option value; 2025 shifts to time-based RSUs ($125k) with continued cash retainer and secretarial fee; awards lack performance metrics, indicating lower “at-risk” structure for directors vs. executives.
- Process and Controls
- Related-party transactions reviewed/approved by Audit & Risk Committee under formal policy; secretary oversees information collection and determinations. Robust process mitigates conflict risk but independence optics remain.
Overall: Denaro brings valuable financial and governance expertise and strong attendance, but his non-independence and dual role as paid service provider while chairing Audit & Risk represent notable governance risk flags that investors should monitor for transition to fully independent audit committee leadership within NASDAQ’s post-listing compliance window.