Bronwyn Evans
About Bronwyn Evans
Dr. Bronwyn Evans, Ph.D., age 64, has served as an independent non‑executive director of EBR Systems, Inc. since October 2021. She is an experienced CEO and industry leader with a broad technical background across medical technology, manufacturing, and technical regulation/standards. Evans holds a BE (Honors I) and Ph.D. in Electrical Engineering from the University of Wollongong and has been recognized among Australia’s 100 most influential engineers and 100 Women of Influence; she also holds an Honorary Doctorate from Swinburne University and is an Honorary Fellow of the University of Wollongong and Engineers Australia, and a Fellow of the Australian Academy of Technological Sciences and Engineering . The Board has affirmatively determined she is independent under Nasdaq standards and ASX Corporate Governance Recommendations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Engineers Australia | Chief Executive Officer | Not disclosed | Led national professional body; governance and standards focus |
| Standards Australia | Chief Executive Officer | Not disclosed | Technical regulation/standards leadership |
| MTPConnect (Industry Growth Center for Medical Technologies & Pharmaceuticals) | Chair | Not disclosed | Innovation initiatives, medtech ecosystem development |
| Cochlear | Senior executive roles | Not disclosed | Medical device operations/technology |
| GE Healthcare | Senior executive roles | Not disclosed | Global healthcare technology operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Building 4.0 CRC | Chair | Current | Construction innovation; governance and cross‑industry perspective |
| ACOR Consultants | Chair | Current | Engineering consultancy; oversight experience |
| GME Pty Ltd | Director | Current | Electronics; board role |
Board Governance
- Committee assignments: Chair, Audit & Risk Committee; the committee comprises Evans, Karen Drexler, and David Steinhaus .
- Independence: Board determined Evans is independent under Nasdaq Rule 5605 and ASX Recommendations .
- Attendance/engagement: Board met 5 times in FY2024; each board member attended ≥75% of Board and committee meetings; Audit & Risk met 7 times; Nomination & Remuneration met 6 times .
- Board leadership: Chair is Executive Chair Allan Will; CEO is separate (John McCutcheon), supporting independent oversight .
- Risk oversight: Audit & Risk Committee oversees financial reporting, risk management (including cybersecurity), related‑party reviews, and conflicts of interest .
- Hedging/pledging policy: Directors are prohibited from hedging, pledging, margin loans, or derivative transactions on company securities .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (including chair fees and statutory superannuation) | $67,500 | As Audit & Risk Committee Chair |
| Meeting fees | Not disclosed | — |
| Committee membership fees (beyond chair) | Not disclosed | — |
Performance Compensation
- Proposed annual option grant to a nominated joint holding with spouse (outside the Amended 2021 Plan): 175,781 options valued at $112,500; exercise price $1.04; vest monthly over 12 months; deemed fully vested if her term concludes at the 2026 annual stockholders’ meeting. No performance hurdles are attached to non‑executive director options (aligned with ASX guidance) .
| Metric | Specification | Status |
|---|---|---|
| Grant value | $112,500 | Subject to shareholder approval (Proposal 9) |
| Instrument | Stock options | Outside Amended 2021 Plan (ASX LR 10.11) |
| Number of options | 175,781 | Calculated using Black‑Scholes ($0.64) |
| Exercise price | $1.04 per share | Based on ASX CDI close prior to 3/18/2025 FX conversion |
| Vesting | Monthly over 12 months; deemed vested if term ends at 2026 AGM | Time‑based (no performance hurdles) |
| Change‑of‑control treatment | Board discretion under plan terms, including acceleration/substitution/cash‑out | Applies on consistent terms as other awards |
| Clawback | Subject to clawback/recoupment under applicable law/policy | Company policy applies |
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public‑company interlocks disclosed |
Expertise & Qualifications
- Technical/industry: Electrical engineering Ph.D.; leadership across medtech, manufacturing, standards/regulation .
- Governance: Chair experience (Audit & Risk; external boards), corporate governance and risk oversight background .
- Recognition: 100 Most Influential Engineers; 100 Women of Influence; honorary/fellowship distinctions .
Equity Ownership
| Holder | Type | Amount (#) | Detail |
|---|---|---|---|
| Dr. Evans (beneficially) | Total beneficial ownership | 608,042 | 0.16% of outstanding shares |
| Joint with spouse (Peter Douglas Gordon & Dr. Evans) | CDIs (direct) | 325,783 | Registered CDIs |
| Options (currently exercisable ≤60 days) | Options | 282,259 | Exercisable within 60 days of 3/24/2025 |
| Ownership % of SO | % | 0.16% | Based on 372,896,324 shares SO |
Policy note: Directors are prohibited from hedging or pledging company securities, enhancing alignment with shareholders .
Governance Assessment
- Board effectiveness: As Audit & Risk Chair, Evans strengthens financial oversight, risk management (incl. cybersecurity), and related‑party review rigor; Board structure maintains Chair/CEO separation for independent oversight .
- Independence and attendance: Confirmed independent; attendance policy met (≥75%); committee workload appropriate (A&R met 7x) .
- Compensation alignment: Non‑executive compensation skews toward equity via annual options, preserving cash and enhancing alignment; absence of performance hurdles for director options aligns with ASX guidance, but investors should monitor time‑based vesting outcomes .
- Ownership skin‑in‑the‑game: Beneficial ownership modest at 0.16% of SO, with exercisable options contributing to alignment; hedging/pledging prohibitions are shareholder‑friendly .
- Potential conflicts/related parties: Proposed option grant to a nominated joint holding with spouse is a related‑party issuance requiring shareholder approval under ASX Listing Rule 10.11; terms mirror director grants and are transparently disclosed. This structure is common in ASX contexts but merits routine monitoring for overall related‑party exposure (not a red flag given process and voting exclusions) .
- RED FLAGS: None evident related to hedging/pledging, loans, or undisclosed related‑party transactions. Note the outside‑plan grant to a spouse‑nominated holding requires shareholder approval and is subject to voting exclusions—process mitigates conflict risk .
Shareholder voting dynamics: Proposal 9 seeks approval of Evans’ nominated‑holding options; votes by Evans/associates are excluded, and the Board (excluding Evans) recommends “FOR” .