Christopher Nave
About Christopher Nave
Christopher Nave, Ph.D., is a non‑executive director of EBR Systems, Inc. and has served on the Board since 2017. He is Founder and Managing Director of Brandon Capital Partners and CEO of the Brandon BioCatalyst Fund, with prior experience as Director of Commercialization at the Baker Heart Research Institute and Alfred Hospital. He holds a B.Sc. (First Class Honours) and a Ph.D. in Endocrinology and Physiology from the University of Melbourne. The Board has determined Dr. Nave is not independent given his role at Brandon Capital Partners, a significant shareholder in the company .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Baker Heart Research Institute & Alfred Hospital | Director of Commercialization | Not disclosed | Commercialization leadership in healthcare |
| Brandon Capital Partners | Founder & Managing Director | Current | Investment leadership; significant shareholder representative |
| Brandon BioCatalyst Fund | CEO | Current | Early-stage biotech investment leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Australian Investment Council | Director | Current | Industry body governance |
| Azura Ophthalmics, Inc. (private) | Director | Current | Ophthalmology therapeutics |
| Certa Therapeutics Pty Ltd. (private) | Director | Current | Therapeutics |
| Global Kinetics Corporation Ltd. (private) | Director | Current | Movement disorder monitoring |
| PolyActiva Pty Ltd. (private) | Director | Current | Drug delivery |
| Pathios Plc (private) | Director | Current | Immuno‑oncology |
Board Governance
- Committee memberships: Served on Audit & Risk and Nomination & Remuneration; resigned from both in September 2024 .
- Committee attendance (FY2024 while serving): Audit & Risk – attended 3 of 4 meetings (75%); Nomination & Remuneration – attended 4 of 5 meetings (80%) .
- Board meetings: Board met five times in FY2024; all directors attended ≥75% of Board and committee meetings during their service period .
- Independence: Board determined Dr. Nave is not independent due to his role at Brandon Capital Partners (significant stockholder) .
- Lead roles: No chair positions on committees disclosed for Dr. Nave; Board chair is Allan Will .
Fixed Compensation
| Component | 2025 Amount | Notes |
|---|---|---|
| Annual Director Fees (cash) | US$50,000 | Inclusive of statutory superannuation; Dr. Nave directed payment to BCP3 Pty Ltd (entity where he is Managing Director and shareholder) |
Performance Compensation
| Award Type | Grant Vehicle | Proposed Grant Date | Quantity | Grant Value | Exercise Price | Vesting | Performance Criteria | Change‑of‑Control Treatment |
|---|---|---|---|---|---|---|---|---|
| Stock Options | Outside Amended 2021 Plan (to nominated entity MRCF BTF Service (BCPIT) Pty Ltd as trustee for MRCF BTF (BCP Investment) Trust) | May 22, 2025 (subject to approval) | 175,781 | US$112,500 | US$1.04 | Monthly, equal tranches over 12 months from grant; fully vested if term concludes at 2026 annual meeting | None (no performance hurdles per ASX guidance) | Board discretion; may accelerate, substitute or cash‑out if not assumed/continued |
Performance metrics table:
| Metric Category | Metric | Disclosure |
|---|---|---|
| Director Equity Awards | Performance hurdles attached | None; non‑executive director options have no performance hurdles per ASX Corporate Governance Recommendations |
Additional plan terms and protections:
- Clawback: Company’s equity plan subjects awards to recoupment under Dodd‑Frank and applicable listing standards; options to Dr. Nave’s nominated entity are “on substantially the same terms” as plan awards .
- Non‑employee director compensation cap: Aggregate annual value (cash + equity) capped at US$750,000 (US$1,000,000 if first appointed during the year) under the Amended 2021 Plan .
Other Directorships & Interlocks
| Entity | Role/Relationship | Interlock/Exposure |
|---|---|---|
| Brandon Capital Partners / BCP3 Pty Ltd | Managing Director; fees paid to BCP3 | Entities affiliated with BCP3 beneficially own ~5.72% of EBR; fee flow to BCP3 indicates ongoing related‑party linkage |
| MRCF BTF (BCP Investment) Trust | Dr. Nave has beneficial interest; nominated option recipient | Proposed 175,781 options issued outside the plan to this nominated entity |
| Amended & Restated Investors’ Rights Agreement | Party with stockholders affiliated with Dr. Nave | Agreement in place among Company and certain stockholders affiliated with Dr. Nave and Allan Will |
Expertise & Qualifications
- Investment and commercialization expertise in healthcare/medtech from roles at Brandon Capital Partners and Brandon BioCatalyst, and Baker/Alfred commercialization .
- Academic credentials: B.Sc. (First Class Honours) and Ph.D. (Endocrinology/Physiology), University of Melbourne .
Equity Ownership
| Holder/Beneficial Owner | Security | Amount | % of Outstanding | Notes |
|---|---|---|---|---|
| MRCF BTF Service (BCPIT) Pty Ltd as trustee for MRCF BTF (BCP Investment) Trust (beneficial interest held by Dr. Nave) | Stock options (exercisable within 60 days of 3/24/2025) | 432,259 | 0.12% | Exercisable within 60 days; reflects near‑term exercisability |
| Shares outstanding reference | Common stock outstanding (incl. CDIs) | 372,896,324 | — | As of record date March 24, 2025 |
Ownership alignment and restrictions:
- Hedging/Pledging: Company policy prohibits directors from hedging, pledging, or using company securities as collateral .
- Ownership guidelines: Board indicates belief directors should maintain meaningful ownership; no numeric ownership multiple disclosed .
Governance Assessment
- Independence and conflicts: Not independent due to leadership role at Brandon Capital Partners, a significant shareholder; fee redirection to BCP3 Pty Ltd; proposed option issuance to a nominated trust where Dr. Nave has a beneficial interest; and participation in an Investors’ Rights Agreement with stockholders affiliated with him—these create potential related‑party optics and influence concerns for investors .
- Committee roles/attendance: Resigned from both Audit & Risk and Nomination & Remuneration in Sep‑2024; while serving, attendance met or exceeded 75% thresholds (Audit 3/4, Nomination 4/5), reducing perceived conflicts post‑resignation and aligning committee independence .
- Compensation and incentives: 2025 cash fees of US$50,000 and proposed options of US$112,500 with a 12‑month vest and no performance hurdles (consistent with ASX guidance for non‑executives). Issuance outside the plan to a nominated entity is acceptable under ASX rules with shareholder approval, but may be viewed as a governance sensitivity versus direct director holdings .
- Alignment protections: Company has a strict anti‑hedging/pledging policy and clawback provisions, supporting investor alignment and risk control for equity awards .
RED FLAGS
- Not independent (significant shareholder affiliation via Brandon Capital Partners) .
- Related‑party linkages: director fees paid to BCP3; options proposed to nominated entity where Dr. Nave has a beneficial interest; Investors’ Rights Agreement with stockholders affiliated with him .
- No performance hurdles on non‑executive option awards (typical in ASX guidance, but reduces pay‑for‑performance linkage) .
Positive Signals
- Committee resignations in Sep‑2024 improve committee independence optics .
- Attendance met Board thresholds during service; Board met five times with ≥75% attendance by directors .
- Anti‑hedging/pledging and clawback framework strengthen governance posture .