CEO Wayne Paterson was paid $3,043,345 in fiscal year 2024, ↓ down 55.3% from fiscal year 2023 (SEC filing 0001140361-25-041377 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$3,914,596 David St Denis total, FY2024 President and Former Chief Operating Officer — highest-paid officer; CEO Wayne Paterson: $3,043,345 | — CEO (Wayne Paterson) pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| David St Denis | $450,000 | $50,000 | $3,000,000 | $0 | $380,000 | $0 | $34,596 | $3,914,596 |
| President and Former Chief Operating Officer | ||||||||
| Wayne Paterson | 696,389 | 125,000 | 0 | 1,461,423 | 725,000 | 0 | 35,533 | 3,043,345 |
| Vice Chairman and Chief Executive Officer | ||||||||
| Matthew McDonnell | 267,432 | 50,000 | 499,998 | 0 | 158,757 | 0 | 24,471 | 1,000,658 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| David St Denis | $3,914,596 | $4,692,234 | — | ↓ −777,638 |
| Wayne Paterson | 3,043,345 | 6,815,258 | — | ↓ −3,771,913 |
| Matthew McDonnell | 1,000,658 | 1,636,812 | — | ↓ −636,154 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2024 total |
|---|---|---|
| David Roberts | Independent Director | — |
| Gregory Moss | Independent Director | — |
| John Seaberg | Independent Director | $517,389 |
| Stephen Denaro | Director | $360,089 |
| Wenvi Gu | Former director (through FY2024) | $323,706 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| David St Denis | RSU | — | — | — | 500,000 | — | $3,000,000 |
| Matthew McDonnell | RSU | — | — | — | 83,333 | — | 499,998 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| David St Denis | $3,000,000 | $0 | $0 | 0.0% |
| Matthew McDonnell | 499,998 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Matthew McDonnell | RSU | 83,333 | — | $464,998 |
| Wayne Paterson | Option | 466,667 | 15.28 | — |
| Matthew McDonnell | Option | 16,666 | 8.06 | — |
| Wayne Paterson | Option | 300,000 | 14.64 | — |
| David St Denis | Option | 66,666 | 8.25 | — |
| David St Denis | RSU | 700,000 | — | 3,906,000 |
| David St Denis | RSU | 500,000 | — | 2,790,000 |
| Matthew McDonnell | RSU | 233,334 | — | 1,302,003 |
Compensation for individuals is linked to company performance as well as the performance and contribution of the individual. Incentive payments are dependent on defined corporate and individual key performance targets being met, which are aligned to corporate strategy to drive increased stockholder returns.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | The Company has adopted a compensation recovery policy that is compliant with the NASDAQ Listing Rules, as required by the Dodd-Frank Act. |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-12-03 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-12-03 | —a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| John SeabergIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance (Chair) | $152,033 | $0 | $365,356 | $0 | $0 | $517,389 |
| Stephen DenaroNot independent · Audit (Chair) · Compensation · Nominating and Corporate Governance | 108,089 | 0 | 243,570 | 0 | 8,430 | 360,089 |
| Wenvi GuIndependent · Compensation · Departed during FY | 71,706 | 0 | 243,570 | 0 | 8,430 | 323,706 |
| Wayne PatersonEmployee director | — | — | — | — | — | 0 |
| David St DenisEmployee director · Newly elected | — | — | — | — | — | 0 |
| Gregory MossIndependent · Nominating and Corporate Governance · Newly elected | — | — | 0 | 0 | 0 | — |
| David RobertsIndependent · Audit · Compensation · Newly elected | — | — | 0 | 0 | 0 | — |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | $125,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $331,828 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $16,860 |
| Total cost of the board | $348,688 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Anteris Technologies Global | 2024 | Wayne Paterson | $696,389 | $0 | $1,461,423 | $725,000 | $3,043,345 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, David St Denis | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Executive Compensation”. As printed: 3,914,596. Filing ↗machine: r4 · c27 · span 466845–466854 |
| 2 | Section 01, Wayne Paterson | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Executive Compensation”. As printed: 3,043,345. Filing ↗machine: r2 · c27 · span 457070–457079 |
| 3 | Section 01, Matthew McDonnell | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Executive Compensation”. As printed: 1,000,658. Filing ↗machine: r6 · c27 · span 476710–476719 |
| 4 | Section 03, David St Denis RSU | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 03, Matthew McDonnell RSU | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 473874–473881 |
| 6 | Section 08, John Seaberg | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Director Compensation”. As printed: 517,389. Filing ↗machine: span 378192–378375 |
| 7 | Section 08, Stephen Denaro | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Director Compensation”. As printed: 360,089. Filing ↗machine: span 381821–382004 |
| 8 | Section 08, Wenvi Gu | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Director Compensation”. As printed: 323,706. Filing ↗machine: span 385871–386053 |
| 9 | Section 08, Wayne Paterson | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, David St Denis | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Gregory Moss | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 08, David Roberts | DEF 14A | 2025-11-10 | 0001140361-25-041377 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-12-04 | 0001140361-25-044257 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 16 | Section 09b board cost (computed) | Computed | — | — | Cash 331,828 + equity 0 + all other 16,860 = 348,688, summed across the director compensation table rows.machine: formula: Σ = 348,688 |
| 17 | Anteris Technologies Global (subject), Section 10b CEO total | DEF 14A | 2025-11-10 | 0001140361-25-041377 | CEO total compensation as printed in Anteris Technologies Global's own proxy. As printed: 3,043,345. Filing ↗machine: r2 · c27 · span 457070–457079 |
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