Wayne Paterson
About Wayne Paterson
Vice Chairman and Chief Executive Officer of Anteris Technologies Global Corp. (AVR); age 59; Director since October 2014, interim CEO starting May 2016, CEO since March 2017, and Vice Chairman since March 2025; prior roles include senior leadership at Merck KGaA and Roche across multiple geographies . Under his tenure, AVR advanced from FIH/EFS into a global pivotal trial: FDA approved initiation of the PARADIGM randomized IDE pivotal study in November 2025, a key execution milestone for DurAVR THV; EFS showed strong hemodynamics at 30 days (EOA ~2.2 cm²; MPG ~7.5 mmHg; DVI ~0.64) and no PVL in the U.S. cohort, underscoring clinical momentum but with ongoing development-stage risk and going-concern language in FY2024 10-K . The Board structure separates the independent Chair from the CEO/Vice Chair roles; Paterson is non‑independent, with committees comprised of independent directors as required during the NASDAQ transition period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Merck KGaA | President Europe, Canada & Australia; President Emerging Markets; President Japan; President Cardiovascular Medicine | 2005–2013 | Led multi-region commercial operations; deep global market execution experience relevant to AVR’s U.S./EU clinical and commercialization ambitions . |
| Roche Pharmaceuticals | Head of Pharmaceuticals, South Korea; Head of Commercial Operations, China | 1999–2005 | Built emerging market scale and channel expertise; informs clinical/site expansion and market access strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| v2vmedtech, inc. (VIE consolidated by AVR) | Chair | Since Apr 2023 | AVR owns 30% and provides development under staged agreements; potential related-party/oversight sensitivities; consolidated as VIE . |
| Cepheid Inc. (NASDAQ: CHPD) | Director | Apr 2015–Nov 2016 | Public company board experience . |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $725,000 | As per 2025 director/NEO package . |
| Target STI Bonus | 100% of base salary | Typically paid in March of the subsequent year . |
| 401(k) Match | $10,500 | Per 2025 package . |
| Health/Benefits | Certain health and other customary benefits | . |
Performance Compensation
Annual Incentive (STI)
- Metrics: Adjusted EBITDA, capital position, and strategic objectives (advancement of TAVR program including EFS/IPO milestones); Committee determined targets were sufficiently met, resulting in 100% of target payout for NEOs .
- Additional discretionary IPO-related cash bonus paid in 2024: $125,000 (CEO) .
| Metric | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Internal target | Achieved; 100% of target STI paid | Targets “sufficiently met” . |
| Capital position | Not disclosed | Internal target | Achieved; 100% of target STI paid | . |
| Strategic objectives (TAVR advancement, listing/IPO) | Not disclosed | Qualitative/quant targets | Achieved; 100% of target STI paid | . |
| Discretionary IPO bonus | N/A | N/A | $125,000 | Awarded for Nasdaq listing contributions . |
Long-Term Incentives (LTI)
| Award Type | Grant/Approval | Quantity/Value | Vesting | Key Terms |
|---|---|---|---|---|
| One-time IPO RSU | Granted Dec 2024; CEO grant subject to shareholder approval | 1,000,000 RSUs; target grant-date fair value $6,000,000 | Vest in substantially equal installments on 12/16/2025, 12/16/2026, 12/16/2027 | RSU vesting accelerates upon termination following a change in control (double-trigger) . |
| Stock Options (2024) | Stockholder approved May 29, 2024 | 300,000 options @ $14.64 exercise price | Vest in equal installments on 6/19/2025, 6/19/2026, 6/19/2027 | Service-based vesting; 10-year term typical; option pricing translated from AUD to USD at reorg . |
| Legacy Options (2018) | Previously granted | 233,333 exercisable / 466,667 unexercisable @ $15.28 | Remaining vest on 9/15/2025 and 9/15/2026 | Service-based; two future tranches . |
Multi-Year Summary Compensation
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Wayne Paterson, Vice Chairman & CEO | 2023 | 676,381 | 200,000 | — | 5,510,065 | 393,592 | 35,220 | 6,815,258 |
| Wayne Paterson, Vice Chairman & CEO | 2024 | 696,389 | 125,000 | — | 1,461,423 | 725,000 | 35,533 | 3,043,345 |
Equity Ownership & Alignment
- Beneficial Ownership: 945,855 shares (2.6% of outstanding) as of Oct 15, 2025; consists of 32,941 shares and 912,914 options exercisable within 60 days .
- Pledging/Hedging: Company policy prohibits short sales, options, hedging, margin, or pledging of company securities by officers/directors (alignment-friendly) .
- Outstanding CEO equity (selected grants as of 12/31/2024):
- Options exercisable: e.g., 233,000 @ $7.13 (exp. 3/20/2025), 258,778 @ $8.25 (exp. 6/13/2027), and others; unexercisable legs include 466,667 @ $15.28 and 300,000 @ $14.64 with scheduled vesting into 2027 .
- RSUs: 1,000,000 grant subject to shareholder approval; vests annually 2025–2027 .
- Ownership guidelines: Not disclosed for executives in available filings; non-employee director program is defined separately .
| Equity detail (CEO) | Count | Strike/Value | Key dates |
|---|---|---|---|
| RSUs (IPO) | 1,000,000 | $6.00 IPO ref; $6,000,000 target value | Vest 12/16/2025, 12/16/2026, 12/16/2027 . |
| Options | 300,000 unexercisable | $14.64 | Vest 6/19/2025–2027 . |
| Options | 233,333 ex / 466,667 unex | $15.28 | Vest 9/15/2025 & 9/15/2026 (remaining) . |
| Beneficial ownership (total) | 945,855 | 2.6% | Includes 32,941 shares + 912,914 options within 60 days . |
Employment Terms
- Agreement: “Paterson Agreement” effective upon IPO; role as CEO and Vice Chairman; base $725,000; STI target 100% of base; one-time IPO LTI target $6,000,000 (Dec 2024); beginning 2026, annual LTI target $4,000,000 (subject to ASX shareholder approval) .
- Termination without cause / good reason: 12 months base salary; pro-rata annual bonus based on actual performance; pro-rata vesting of service-based equity; pro-rata vesting of performance equity subject to goal achievement; 12 months COBRA reimbursement; customary non-compete, non-solicit, IP/confidentiality .
- Change in control: RSU vesting accelerates upon termination following a change in control (double-trigger) .
- Clawback: NASDAQ/Dodd-Frank–compliant compensation recovery policy adopted .
Board Governance
- Current status: Vice Chairman and CEO; previously Chair (Feb 2016–Mar 2017) and Non-Employee Director from Oct 2014; Board is classified with independent Chair (John Seaberg) and committees staffed by independent directors per NASDAQ transition requirements; Paterson and President St Denis are non‑independent .
- Committees: Audit & Risk (Denaro—Chair, Seaberg, Roberts), Compensation (Seaberg—Chair, Roberts, Denaro), Nominating & Governance (Seaberg—Chair, Moss, Denaro); Paterson is not listed as a committee member .
- Attendance: FY2024 Board and committee attendance 100% by then-serving members .
- Dual-role implications: Separation of CEO and independent Chair mitigates concentration of power, but Vice Chairman + CEO dual role and non-independence underscore the importance of strong independent committees and adherence to related-party oversight (note v2vmedtech chairmanship and consolidated VIE) –.
- Compliance note: Section 16 filings—Form 3 filed late by Paterson and Seaberg for FY2024 (process/controls flag) .
Director Compensation (as applicable to dual roles)
- Paterson, as CEO, is not paid non-employee director retainers; director retainer/RSU policies apply to non-employee directors only –.
Performance & Track Record
- Clinical execution: EFS demonstrated precise placement (100% implant success), strong 30-day hemodynamics, and no PVL; PARADIGM global RCT pivotal authorized by FDA in Nov 2025—key value creation milestones under current leadership –.
- Risk posture: Development-stage company with going-concern language and substantial capital needs; pivotal trial timelines and financing are the main execution risks that will influence compensation outcomes and equity value realization –.
Compensation Structure Analysis
- Cash vs equity mix: Heavy equity weighting (10-year option grants and large three-year RSU package) aligns with long-term outcomes but creates sizeable vesting events (12/16 each year 2025–2027; and annual option vesting on 6/19, and 9/15) that may coincide with trading windows and potential selling pressure; actual sales depend on Form 4s/10b5-1 plans (not disclosed here) .
- Performance linkage: STI metrics tied to financial (Adjusted EBITDA, capital position) and strategic milestones (clinical/IPO) paid 100%, plus discretionary IPO bonuses—introduces some discretion; oversight by independent Compensation Committee noted .
- Option repricing/modification risk: 2025 Proxy seeks shareholder approval for adjustments/amendments to historical option grants under ASX Listing Rule 6.23.4—repricing/modification proposals can be a governance red flag if recurring .
- Clawback and anti-hedging/pledging: Strong policies reduce misalignment risk .
Related-Party Transactions
- v2vmedtech: AVR owns 30% with development-stage funding tranches and escalating ownership upon milestones/cap spend; Paterson is Chair of v2vmedtech; Audit & Risk Committee oversees related-party transactions via policy—important governance control to prevent conflicts –.
Risk Indicators & Red Flags
- Going-concern and capital-raise dependence (material uncertainty) –.
- Option amendments/repricing proposals (ASX Rule 6.23.4) .
- Late Section 16 Form 3 filings for CEO and Chair in FY2024 .
- Dual role (Vice Chairman + CEO) offset by independent Chair and committees .
Say-on-Pay & Peer Group
- No U.S. say‑on‑pay results or compensation peer group disclosed in the cited portions of the 2025 DEF 14A; proposals focus on director/CEO RSU grants and option amendments under ASX rules –.
Investment Implications
- Alignment: Significant, time‑based RSUs and multi-year option vesting create long-dated alignment but also scheduled liquidity events (12/16 annually; 6/19 and 9/15 option vests) that could, if sold, add near-term supply; anti-hedging/pledging policy is shareholder-friendly .
- Retention risk: Severance at 1.0x salary plus pro‑rata bonus and equity vesting support retention; double‑trigger CIC acceleration balances retention with change‑in‑control flexibility .
- Execution sensitivity: Pay outcomes and equity value hinge on pivotal trial execution and financing; going‑concern language elevates dilution and funding risk, which investors should weigh against strong EFS data and FDA pivotal approval – –.
- Governance watch‑items: Option amendment proposals and prior late Form 3 filings warrant monitoring; independent Chair/committees and formal related‑party oversight mitigate dual-role concerns .