New directors join Anteris Technologies (AVR) board with RSU and fee packages

Rhea-AI Filing Summary

Anteris Technologies Global Corp. announced that its Board appointed Susan Knight and Stephen Denaro as directors effective May 11, 2026 (May 12, 2026 in Australia). Knight becomes a Class I director with a term running to the 2028 annual meeting and will join the Audit and Risk Committee. Denaro becomes a Class II director with a term running to the 2026 annual meeting. As non-employee directors, they will receive cash retainers and equity compensation under the company’s Non-Employee Director Compensation Policy, including an initial restricted stock unit grant to Knight valued at $250,000, subject to stockholder approval, and potential annual RSU awards valued at $125,000. Denaro also receives an annual fee of AUD $57,645 for serving as company secretary to certain Australian subsidiaries. The company entered into indemnification agreements with both directors, providing protection to the fullest extent permitted under Delaware law.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Initial RSU grant to Susan Knight: $250,000 fair value Annual RSU award for non-employee directors: $125,000 fair value Company secretary annual fee to Stephen Denaro: AUD $57,645 per year +2 more

5 metrics

Initial RSU grant to Susan Knight $250,000 fair value Grant date fair value, vests in three annual installments

Annual RSU award for non-employee directors $125,000 fair value Grant date fair value for annual equity grants

Company secretary annual fee to Stephen Denaro AUD $57,645 per year Fee for serving as company secretary to Australian subsidiaries

Knight director term end 2028 annual meeting Class I director term expiration

Denaro director term end 2026 annual meeting Class II director term expiration

Key Terms

restricted stock units, Non-Employee Director Compensation Policy, Audit and Risk Committee, indemnification agreements, +1 more

5 terms

restricted stock units financial

"an initial equity grant consisting of restricted stock units (“RSUs”) with an aggregate grant date fair value of $250,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Employee Director Compensation Policy financial

"in accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”)"

Audit and Risk Committee financial

"and will serve on the Audit and Risk Committee of the Board"

A board committee that oversees a company’s financial reporting, internal controls, compliance and major business risks, and coordinates with external auditors. It acts like a building inspector and alarm system for investors, checking that the company’s books are accurate, controls are working, and potential threats (financial, legal or operational) are identified and managed, which helps protect shareholder value and reduces the chance of surprises.

indemnification agreements regulatory

"the Company entered into indemnification agreements with each of Ms. Knight and Mr. Denaro"

Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.

Delaware law regulatory

"to the fullest extent permitted under Delaware law against liability that may arise"

The body of laws and court decisions that govern companies incorporated in Delaware, often acting as the rulebook and referee for corporate behavior. It matters to investors because many public companies choose Delaware for its predictable rules on governance, mergers, shareholder rights and dispute resolution—similar to picking a venue with a trusted rulebook and experienced referees, which reduces legal uncertainty and can affect company value and takeover outcomes.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false000201151400020115142026-05-122026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

Anteris Technologies Global Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-42437	99-1407174
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Toowong Tower, Level 3, Suite 302 9 Sherwood Road Toowong, QLD Australia		4066
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +61 7 3152 3200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AVR		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 Appointment of Ms. Susan Knight and Mr. Stephen Denaro to the Board of Directors

On May 11, 2026 (May 12, 2026 in Australia), the Board of Directors (the “Board”) of Anteris Technologies Global Corp. (the “Company”) appointed Ms. Susan Knight and Mr. Stephen Denaro to serve on the Board.

Ms. Knight will serve as a Class I Director, with a term expiring at the Company's 2028 annual meeting of stockholders and will serve on the Audit and Risk Committee of the Board. Mr. Denaro will serve as a Class II Director, with a term expiring at the Company’s 2026 annual meeting of stockholders.

Ms. Knight most recently served as the Board Chair of Surmodics, Inc., a medical device provider, a position she held from 2015 until November 2025.  She has served on corporate boards of directors since 2008 and has broad audit committee experience, including serving as committee chair at Surmodics, Inc., Greater Metropolitan Housing Corporation and Plato Learning.  During her professional career, Ms. Knight was the Senior Vice President and Chief Financial Officer of MTS Systems Corporation from 2011 to 2014 and its Chief Financial Officer from 2001 to 2011.  Prior to MTS Systems Corporation, Ms. Knight was the Vice President of Finance of the Home and Building Control Business of Honeywell, Inc. from 1994 to 2001.  She also held various other management and executive financial positions during her 24-year career at Honeywell, Inc.  Ms. Knight earned a BSBA in Accounting from Creighton University.

Mr. Denaro rejoins the Board with deep knowledge of the Company and its strategic priorities.

There are no understandings or arrangements between Ms. Knight and Mr. Denaro and any other person pursuant to which Ms. Knight or Mr. Denaro was selected to serve as a director of the Company. There are no relationships between Ms. Knight and Mr. Denaro and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

As non-employee directors, each of Ms. Knight and Mr. Denaro will receive annual cash retainers, payable in monthly installments and prorated for any portion of a month that they are not serving in such positions on the Board or its committees in accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”). Ms Knight will receive (A) on the date of her appointment, an initial equity grant consisting of restricted stock units (“RSUs”) with an aggregate grant date fair value of $250,000, which will vest in three substantially equal annual installments subject to her continued service on the Board through such dates and which grant will be subject to stockholder approval in accordance with the listing rules of the Australian Securities Exchange. Further, in accordance with the Policy, each Non-Employee Director (as defined in the Policy) who serves on the Board as of the date of any annual meeting and who continues to serve as a Non-Employee Director immediately following such annual meeting, is entitled to an annual equity grant consisting of RSUs with an aggregate grant date fair value of $125,000. Notwithstanding the foregoing, the number of RSUs subject to the annual RSU award will be prorated if a Non-Employee Director has served on the Board for fewer than six months prior to the next annual meeting.  Mr. Denaro will be entitled to equity awards with an aggregate grant date fair value of $125,000 if he serves on the Board as of the date of an annual meeting and continues to serve as a Non-Employee Director immediately following such annual meeting.  Mr. Denaro also serves as Company Secretary for a number of the Company’s Australian subsidiary entities and is entitled to an annual fee of AUD $57,645 for these services, paid in monthly instalments.

Effective May 11, 2026 (May 12, 2026 in Australia), the Company entered into indemnification agreements with each of Ms. Knight and Mr. Denaro in the form previously filed as Exhibit 10.2 to the Company’s Form S-1 filed with the Securities and Exchange Commission on November 22, 2024. The indemnification agreement requires the Company to indemnify each of Ms. Knight and Mr. Denaro to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceedings against them as to which they could be indemnified, among other things.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Anteris Technologies Global Corp.
Date: May 12, 2026
	By:	/s/ Wayne Paterson
	Name:	Wayne Paterson
	Title:	Chief Executive Officer, Vice Chairman

FAQ

What board changes did Anteris Technologies Global Corp. (AVR) disclose in this 8-K?

Anteris Technologies Global Corp. added Susan Knight and Stephen Denaro to its Board. Knight becomes a Class I director through the 2028 annual meeting; Denaro becomes a Class II director through the 2026 annual meeting, strengthening board experience and oversight capabilities.

What role will Susan Knight have on the Anteris Technologies (AVR) Board?

Susan Knight will serve as a Class I director and join the Audit and Risk Committee. Her term runs until the 2028 annual meeting, bringing extensive financial and audit committee experience from prior roles at Surmodics, MTS Systems Corporation, and Honeywell.

How are Anteris Technologies (AVR) non-employee directors compensated under the Policy?

Non-employee directors receive annual cash retainers paid monthly and RSU grants. Each may receive annual RSU awards with a grant date fair value of $125,000, prorated for shorter service before an annual meeting, in line with the company’s Non-Employee Director Compensation Policy.

What equity grant will Susan Knight receive from Anteris Technologies (AVR)?

On appointment, Susan Knight will receive restricted stock units with a grant date fair value of $250,000. These RSUs vest in three substantially equal annual installments, contingent on continued Board service and stockholder approval under Australian Securities Exchange listing rules.

What additional fees does Stephen Denaro receive from Anteris Technologies (AVR)?

Stephen Denaro is entitled to an annual fee of AUD $57,645 for serving as company secretary for several Australian subsidiaries. This fee is paid in monthly instalments and is separate from any non-employee director cash and equity compensation he may receive.

What indemnification protections do the new Anteris Technologies (AVR) directors receive?

The company entered into indemnification agreements with Susan Knight and Stephen Denaro. These agreements require Anteris to indemnify them to the fullest extent permitted under Delaware law and advance expenses for covered proceedings related to their service to the company.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.2 KB