📄 What This Document Is 📜

This document is a definitive Proxy Statement (DEF 14A), which is essentially a detailed instruction manual for the company’s stockholders. It outlines everything that will be voted on during the 2026 Annual Meeting of Stockholders. 🗳️

The purpose is to ensure that stockholders know exactly what corporate decisions they are being asked to approve, such as electing directors, ratifying auditors, and approving compensation. Because governance matters are complex, the statement provides detailed procedural rules to guide every shareholder.

👉 The critical takeaway: This document is not about the company’s operations or financials; it is purely about corporate governance and procedures, setting the rules for how the company is run.

🏢 What AVITA Medical Does 🧬

AVITA Medical, Inc. is a Delaware corporation that is publicly traded on both the Nasdaq Stock Market and the Australian Securities Exchange (ASX). While the Proxy Statement does not provide a detailed business overview, it establishes the company’s stature as a regulated, listed entity involved in specialized healthcare operations and corporate finance.

👉 The filing underscores that AVITA Medical must comply with complex governance rules from multiple jurisdictions (SEC, Nasdaq, and ASX), highlighting its scale and regulatory maturity.

🗓️ Annual Meeting Logistics and Key Dates 📅

The Annual Meeting of Stockholders is scheduled for June 3, 2026, at 3:00 p.m. Pacific Daylight Time (or June 4, 2026, at 8:00 a.m. Australian Eastern Standard Time). The company is coordinating participation through a remote live webcast at meetnow.global/MXCFDJM.

For all voting purposes, the Board has set the Record Date (the date determining who can vote) as April 9, 2026.

• Stock Outstanding: As of the Record Date, there were 30,776,689 shares of Common Stock outstanding (including those represented by CDIs).
• Voting Mechanism: Both registered holders of Common Stock and beneficial owners through CDIs are entitled to vote. The company urges stockholders to submit their proxy instructions as soon as possible to ensure their vote is counted.

🎯 Electing the Board of Directors (Proposal 1) 🗳️

This proposal asks stockholders to elect seven directors to serve one-year terms. The Board recommends voting FOR all the listed nominees, as they are deemed qualified to provide necessary oversight and expertise.

The nominees and their roles are:

• Cary Vance: Executive Chairman & Interim CEO (Director since April 2023).
• Professor Suzanne Crowe: Non-Executive Director (Director since January 2016).
• Jeremy Curnock Cook: Non-Executive Director (Director since October 2012).
• Robert McNamara: Non-Executive Director (Director since April 2023).
• Jan Stern Reed: Lead Independent Director (Director since July 2021).
• Dr. Michael Tarnoff: Non-Executive Director (Appointed August 2025).
• Joseph Woody: Non-Executive Director (Appointed January 2026).

Why it matters: The Board structure is critical for oversight. The filing confirms that the seven directors listed will elect new directors, meaning the company is making significant changes to its governing body.

📈 Non-Executive Director Compensation Increase (Proposal 3) 💰

This proposal seeks approval to increase the maximum aggregate annual cash fee pool available for non-executive Directors from US$750,000 per annum to US$900,000 per annum.

• The Change: This represents a $150,000 increase in the total available cash pool.
• Why it matters: This gives the Board more flexibility to compensate its independent directors for their services, which is necessary to retain high-caliber governance talent.

🔎 Auditing and Accounting Firm Ratification (Proposal 2) ✅

Stockholders are asked to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board recommends a vote "FOR."

• 2025 Fees: The total fees paid to Grant Thornton LLP for 2025 were $932,232.
  • Audit fees: $803,294
  • Tax fees: $128,938
• 2024 Fees: The total fees paid for 2024 were $902,368.
• Pre-Approval: The Audit Committee confirms it pre-approved all audit services for both 2025 and 2024.

👉 The quick vote here confirms that the current external accounting firm is approved for another year, ensuring the financial records are audited and compliant.

🎁 Director Stock and Option Grants (Proposals 4–11) 💼

These multiple proposals involve granting restricted stock units (RSUs) and stock options to several non-executive Directors, recognizing their service and appointments.

The grants are detailed for seven specific proposals, awarding RSUs and options to:

• Professor Suzanne Crowe: 22,214 RSUs and 16,133 options.
• Jeremy Curnock Cook: 22,214 RSUs and 16,133 options.
• Robert McNamara: 22,214 RSUs and 16,133 options.
• Jan Stern Reed: 22,214 RSUs and 16,133 options.
• Dr. Michael Tarnoff: 26,250 RSUs and 19,063 options (recognized his appointment as a non-executive Director effective August 6, 2025).
• Joseph Woody: 40,547 RSUs and 29,446 options (recognized his appointment as a non-executive Director effective January 1, 2026).
• Joseph Woody (Second Grant): 22,214 RSUs and 16,133 options.

Why it matters: Granting stock is a common way to incentivize board members. These grants are explicitly linked to their service, confirming the company’s investment in its governance personnel.

💰 Executive and Director Compensation (Proposals 12 & 13) 💵

The Board proposes two advisory votes: one on the compensation of named executive officers (Proposal 12), and one on the frequency of future advisory votes (Proposal 13).

• Total Non-Executive Director Compensation: For the fiscal year ended December 31, 2025, the total compensation for all non-executive Directors was $1,247,883.
• Compensation Details (Non-Executive Directors):
  • Jan Stern Reed: $207,746 total (including $104,792 in cash fees).
  • Professor Suzanne Crowe: $195,454 total.
  • Jeremy Curnock Cook: $195,454 total.
  • Robert McNamara: $205,454 total.
  • Lou Panaccio: $216,434 total.
  • Cary Vance: $194,470 total.

👉 Advisory votes mean stockholders are asked to give their opinion, but the vote does not legally bind the Board to take a specific action.

⚓ Warrants and Placement Capacity (Proposals 14 & 15) ⚙️

These proposals cover major capital structure changes, dealing with company funding and authorized stock increases.

1. Warrants (Proposal 14): Approval is sought to issue a warrant or warrants covering up to 650,000 shares of Common Stock, with a term of ten years. This issuance is tied to a Credit Agreement with Perceptive Credit Holdings V, LP dated January 13, 2026.
2. Placement Capacity (Proposal 15): This is a special resolution requesting approval for the issuance of Equity Securities up to 10% of the issued capital (at the time of issuance).

Why it matters: These two proposals allow the company to raise significant capital and manage its debt obligations through warrants and increased authorized shares, providing financial flexibility for growth or operations.

📊 Corporate Governance Structure and Oversight 🌐

The Board operates through three independent committees: the Audit Committee, the Human Capital and Compensation Committee, and the Nominating and Corporate Governance Committee. These committees are vital for structured corporate management.

• Audit Committee: Oversights accounting, financial reporting, and internal controls. It is chaired by Robert McNamara.
• Human Capital and Compensation Committee: Reviews and advises on compensation for directors and executives. It was chaired by Cary Vance (until Oct 2025), and Dr. Tarnoff assumed the Chair role on October 16, 2025.
• Nominating and Corporate Governance Committee: Oversees compliance and governance practices, including identifying potential director candidates. It is chaired by Jan Stern Reed.

Risk Oversight: The Board has defined specific areas of enterprise risk that it oversees, including: product portfolio expansion, government/private payor reimbursement, clinical research data, debt service, and managing cash and operating expenses.

🛡️ Cybersecurity Risk Management and Strategy 💻

AVITA Medical has established an Information Security Management System (ISMS) in accordance with ISO 27001 and ISO 27002. This system is a continuous process to analyze and treat cybersecurity threats.

• Protocols: The company maintains a documented cybersecurity incident response plan and regularly conducts internal phishing campaigns and independent penetration tests.
• Oversight: While management (led by the CFO) is responsible for day-to-day risk mitigation, the Board (particularly through the Audit Committee) annually reviews the adequacy and effectiveness of these information security policies.

🧑‍💼 Board Expertise and Qualifications 🔬

The Board provided extensive professional bios for its directors. This information showcases the depth and breadth of expertise available for oversight.

• Medical & Scientific Expertise: Professor Crowe (medical/scientific strategies) and Dr. Tarnoff (extensive medical experience and clinical innovation) bring deep medical knowledge.
• Corporate/Financial Expertise: Mr. McNamara is noted for his financial expertise with high-growth companies, and Ms. Reed's background includes general counsel and compliance roles at major health companies (Walgreens, Baxter).
• Industry Development: Mr. Curnock Cook (over $1 billion in equity investments managed) and Joseph Woody (senior roles at Avanos Medical) provide extensive life science and medical technology commercialization experience.

📈 Ownership of Stock (Record Date) 🏷️

The filing provides a table detailing the beneficial ownership of Common Stock and CDIs as of the Record Date (April 9, 2026).

• Significant Holders: The table lists the specific number of shares and ownership percentages for directors and named executive officers (e.g., Jan Stern Reed holds 74,765 shares; Robert McNamara holds 100,619 shares).
• Market Presence: This section is crucial for investors as it tracks who has the largest ownership stake in the company, providing insight into potential internal control points.

📣 Voting Instructions and Contacts ✉️

Stockholders must act before the voting deadline of June 2, 2026, to ensure their votes are counted.

• How to Vote: Holders of Common Stock can vote via the internet (www.investorvote.com/RCEL), by attending the meeting virtually, or by returning a Proxy Card.
• CDI Holders: Must submit the CDI Voting Instruction Form to Computershare Australia by 9:00 a.m. AEST on June 2, 2026.
• Contact: The Company's transfer agent in the US is Computershare Limited (800-736-3001), and in Australia is Computershare Investor Services Pty Ltd (+61 39415 4000).

🧠 The Analogy

Attending the annual meeting is like renewing your car insurance policy, but for the company's government. Instead of just paying a premium, stockholders vote on who is allowed to drive the car (electing directors), how much they can pay the drivers (compensation increases), and whether the company has enough money to operate next year (warrants and placement capacity). Everything is highly procedural, requiring detailed decisions about structure and governance.

🧩 Final Takeaway

This document is a governance checklist, forcing stockholders to approve the Board's operational roadmap for 2026. The voting outcome for proposals 1, 3, 12, 14, and 15 determines the company's leadership structure, financial flexibility, and governance rules for the next year.