DEF 14A of AVITA Medical, Inc., Apr 23, 2024

DEF 14A of AVITA Medical, Inc.

Filed Apr 23, 2024 · FY20230000950170-24-047056

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Board of Directors has one class of directors, with each director elected annually in accordance with the Company’s Bylaws for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Unless specified to be voted otherwise, the persons named in the accompanying Proxy will vote for the election of the following persons as directors, all of whom are presently members of the Board of Directors, to hold office for the terms set forth below or until their respective successors have been elected and qualified. Each of the nominees has consented to serve as a director if elected. The Board of Directors recommends that you vote for the nominees identified below.

  2. ELECTION OF DIRECTORS

    | Name | Age | Position with the Company and Principal Occupation | Director Since | Board Term Expires | | Lou Panaccio(1) | 66 | Chairman of the Board of Directors | July 2014 | June 2024 | | Professor Suzanne Crowe(1) | 73 | Non-Executive Director | January 2016 | June 2024 | | Jeremy Curnock Cook(1) | 74 | Non-Executive Director | October 2012 | June 2024 | | Jan Stern Reed | 64 | Non-Executive Director | July 2021 | June 2024 | | Robert McNamara | 67 | Non-Executive Director | June 2023 | June 2024 | | Cary Vance | 58 | Non-Executive Director | June 2023 | June 2024 | | James Corbett | 65 | Executive Director and Chief Executive Officer | July 2021 | June 2024 |

  3. ELECTION OF DIRECTORS

    (1) Each of Mr. Panaccio, Mr. Cook and Ms. Crowe served on the Board of Directors prior to June 30, 2020, as a member of the board of AVITA Medical Pty Limited, the Company’s predecessor company.

  4. Business Experience

    Business Experience Lou Panaccio has served as Non-Executive Chairman of the Board of Directors since July 2014. Mr. Panaccio is a successful healthcare businessman with extensive experience leading companies from concept to commercialization. Mr. Panaccio possesses more than 35 years of executive leadership experience in healthcare services and life sciences, including more than 25 years of board-level experience. Mr. Panaccio is currently a Non-Executive Director of ASX50 company and one of the world’s largest medical diagnostics companies, Sonic Healthcare Limited, where he has served since 2005. In addition, Mr. Panaccio is a Non-Executive Director of Unison Housing Limited, was a Non-Executive Chairman of Genera Biosystems Limited until June 2019, is a Non-Executive Chairman of Adherium Limited and a Non-Executive Director of Rhythm Biosciences Limited, both of which are publicly listed (ASX) development-stage medical diagnostics/devices companies. We believe Mr. Panaccio is qualified to serve on our Board of Directors based on his extensive experience in the healthcare services and life sciences sectors and his experience in serving on boards. James Corbett was appointed as President and CEO of the Company effective as of September 28, 2022. Mr. Corbett served as a Non-Executive Director from July 2021 to September 28, 2022. He has approximately 40 years of leadership experience in the medical device field, most recently, as CEO of CathWorks Ltd., a software-based medical technology company. Mr. Corbett has extensive global commercial and operating experience, serving as an expatriate General Manager of Baxter Japan and later as General Manager and President of Scimed Life Systems Inc. and Boston Scientific International respectively. During his career he has served as CEO of three publicly listed companies; Microtherapeutics Inc (MTIX), ev3 Inc (evvv) and, Alphatec Spine (ATEC). Mr. Corbett has also led two privately funded companies as CEO: Home Diagnostics Inc. and Vertos Medical. Mr. Corbett has extensive capital market and governance experience from both public and private environments. Mr. Corbett holds a Bachelor of Science in Business Administration from the University of Kansas. Mr. Corbett is a board member of two privately held medical device companies. We believe Mr. Corbett is qualified to serve on our board of directors based on his global commercial and operating expertise in supporting companies with their medical and scientific strategies. Jeremy Curnock Cook has served as a Non-Executive Director since October 2012. He is a veteran in the life sciences/healthcare industry and has been actively supporting the commercialization of healthcare innovations and helping entrepreneurs build their international businesses over the past 45 years. Founder and Managing Director of BioScience Managers, Mr. Curnock Cook brings his decades of international experience to our Board of Directors. Over his career, Mr. Curnock Cook has successfully managed in excess of $1 billion in equity investments. He launched the first dedicated biotechnology fund for the Australian market and is a former head of the life science private equity team at Rothschild Asset Management, an early pioneer and significant investor in the sector. In his early career he founded the International Biochemicals Group which he successfully sold to Royal Dutch Shell. Mr. Curnock Cook co-created a European-focused seed fund with Johnson & Johnson and built the International Biotechnology Trust. Mr. Curnock Cook has served on more than 40 boards of directors in the life science sector in the UK, Europe, USA, Canada, Japan and Australia. In addition to serving on our Board of Directors, Mr. Curnock Cook currently serves on the following boards: International BioScience Managers Ltd appointed March 2000, Bioscience Managers Pty Ltd appointed January 2003, REX Bionics Pty Ltd appointed February 2012, Sea Dragon appointed October 2012, Adherium Ltd appointed April 2015, Bioscience Managers UK Ltd appointed August 2017, Marine Department Ltd, appointed January 2019, JLCC Ltd appointed December 2019, CriL appointed November 2020 and Humanetix Ltd appointed September 2021. We believe Mr. Curnock Cook is qualified to serve on our Board of Directors based on his extensive experience in the life sciences sector. Professor Suzanne Crowe AO has served as a Non-Executive Director since January 2016. Australian-based, she is a physician-scientist and ASX/Nasdaq-listed company director with expertise in supporting companies with their medical and scientific strategies. A Fellow of the Australian Institute of Company Directors, and Emeritus Professor, Monash University Melbourne, she is currently a Non-Executive Director of Sonic Healthcare Ltd, a large global medical diagnostics company. Past board positions include St Vincent’s Health Australia Ltd (2012-2021), Australia’s largest not-for-profit health and aged care provider. After 35 years at both, she has recently retired from the Burnet Institute, having served as Associate Director Clinical Research, and The Alfred Hospital Melbourne, where she held the appointment of Senior Specialist Physician in Infectious Diseases. She was appointed as Officer of the Order of Australia in June 2020 in recognition of her distinguished services to health, clinical governance, biomedical research, and education. We believe Professor Crowe is qualified to serve on our Board of Directors based on her technical experience and extensive expertise in supporting companies with their medical and scientific strategies. Jan Stern Reed has served as a Non-Executive Director since July 2021. She has more than 35 years of legal, management and business leadership experience primarily within the healthcare industry, and brings significant expertise in corporate governance, compliance, and risk management. Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary at Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing company. Prior to Walgreens, Ms. Reed was Executive Vice President, Human Resources, General Counsel and Corporate Secretary of Solo Cup Company, where she was responsible for the legal, human resources, internal audit, corporate communications, and compliance functions. Prior to Solo Cup Company, she was Associate General Counsel, Corporate Secretary and Chief Corporate Governance Officer at Baxter International, Inc. Ms. Reed holds a Bachelor of Arts degree from the University of Michigan and a Juris Doctor from the Northwestern University Pritzker School of Law. Ms. Reed currently serves as a board member of Stepan Co. (NYSE: SCL), a major manufacturer of specialty and intermediate chemicals used in a broad range of industries, and AngioDynamics, Inc. (NASDAQ: ANGO), an industry-leading and transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer treatment options, and improving quality of life for patients. We believe Ms. Reed is qualified to serve on our Board of Directors based on her extensive experience in legal, human resources, corporate governance, general management and business leadership, primarily within the healthcare industry.

  5. Business Experience

    Robert McNamara has served as a Non-Executive Director effective April 1, 2023. He is an accomplished senior executive with over 25 years of leadership experience in public and privately held companies in the medical device and technology industries. His extensive experience in operations and financial management spans across early stage, high growth, and mature companies. He is currently a member of the Board of Directors and Chair of the Audit Committee for Axonics,Inc. and is a member of the Board of Directors and Chair of the Compensation Committee for Xtant Medical Holdings. Prior to these appointments, Mr. McNamara served as Executive Vice President, Chief Financial Officer of LDR Holding/Spine. Prior to this role, he served as the Chief Financial Officer of three publicly traded medical device companies including Accuray, Somnus Medical Technologies, and Target Therapeutics. Mr. McNamara holds a Bachelor of Science in Accounting from the University of San Francisco and an MBA from The Wharton School, University of Pennsylvania. We believe Mr. McNamara is qualified to serve on our Board of Directors because of his experience with financial management and other requirements of U.S. public and private companies, and considerable expertise in the medical device and technology industries. Cary Vance has served as a Non-Executive Director effective April 1, 2023. He has over 25 years of extensive leadership experience with commercial and operational expertise in the healthcare industry. He is currently the President and Chief Executive Officer of Titan Medical, a position he has held since July 2022. Prior to this appointment, he served as an independent director for Titan Medical’s Board of Directors. Previously, Mr. Vance served as President and CEO of Xcath, a privately held neurovascular robotics company, having also served in similar roles at OptiScan Biomedical and Myoscience. Prior to these roles, he served as President and CEO of Hansen Medical, a publicly held robotics company from 2014 to 2016. Additional executive leadership experience includes roles include at Teleflex, Covidien, and GE Healthcare. Mr. Vance is Lean/Six Sigma Black Belt Certified, and holds both a Bachelor of Arts degree in Economics and an MBA from Marquette University. We believe Mr. Vance is qualified to serve on our Board of Directors based on his leadership experience and extensive expertise in commercial and operations in the healthcare industry.

  6. Summary Compensation Table

    Summary Compensation Table The following table sets forth for the Company’s named executive officers, Mr. Corbett, Mr. O'Toole, and Mrs. Shiroma, the following information for the fiscal year ended December 31, 2023 and 2022.

  7. Summary Compensation Table

    | Name and Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | All Other Compensation (3) | Total | | Named Executive Officers: | | ($) | ($) | ($) | ($) | ($) | ($) | | James Corbett | 2023 | 625,000(4) | 491,188 | - | 912,500 | 39,987(5) | 2,068,675 | | Chief Executive Officer | 2022 | 156,992 | 100,726 | - | 1,232,747 | 5,119(5) | 1,495,584 | | David O'Toole | 2023 | 245,048(6) | 146,753 | | 1,607,150 | 7,875(7) | 2,006,826 | | Chief Financial Officer | 2022 | - | - | - | - | - | - | | Donna Shiroma | 2023 | 431,526 | 209,829 | - | 547,500 | 47,249(8) | 1,236,104 | | General Counsel | 2022 | 416,902 | 178,662 | 178,672 | 82,524 | 47,155(9) | 903,915 |

  8. Summary Compensation Table

    (1) Amounts in this column represent awards of restricted stock units with the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The fair value determined at the date of grant in accordance with U.S. GAAP based on the closing price of our Common Stock on the applicable grant date. The vesting of these stock awards is subject to continuation of employment over the relevant vesting period. (2) Amounts in this column represent awards of stock options with the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Amounts in this column represent option awards issued to the individuals noted, based on the fair value determined at the date of grant in accordance with U.S. GAAP. The vesting of these option awards are subject to various performance or tenure related criteria. (3) Amounts in this column represent all other compensation for the covered fiscal year that the smaller reporting company could not properly report in any other column of the Summary Compensation Table. This may include the non-qualified deferred compensation employer match, 401(k) match, and fringe benefits such as car allowance, accommodations and medical benefits, along with related taxes on grossed up fringe benefits, as further detailed in the footnotes below. (4) Mr. Corbett was appointed as President and CEO of the Company effective as of September 28, 2022. (5) Relates to accommodation costs associated with the executive commuting from Mr. Corbett's home to our offices in Valencia, California (including an amount necessary to gross up these costs for income tax purposes under U.S. federal and California State laws), and 401(k) employer match contribution. (6) Mr. O’Toole was appointed as CFO of the Company effective as of June 15, 2023. (7) Represents 401(k) employer match contribution. (8) Comprised of (a) $28,045 in non-qualified deferred compensation employer match and (b) $19,204 in 401(k) employer match contribution. Comprised of (a) $28,855 in non-qualified deferred compensation employer match and (b) $18,300 in 401(k) employer match contribution.

  9. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by the Company’s named executive officers, as of December 31, 2023.

  10. Outstanding Equity Awards at Fiscal Year End

    | | Option awards | | | | Stock awards | | | Name | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised unearned options | Option exercise price (1) | Option expiration date (1) | Number of unearned shares, units or other rights that have not vested | Market or payout value of unearned shares, units or other rights that have not vested (2) | | James Corbett, Chief Executive Officer | 5,834 | 1,641 | $12.18 | 12/22/2031 | 2,891 | $14,455 | | | 56,574 | 169,722 | $5.64 | 9/28/2032 | | | | | - | 100,000 | $14.17 | 6/6/2033 | | | | David O'Toole, Chief Financial Officer | - | 150,000 | $17.00 | 6/15/2033 | | | | Donna Shiroma, General Counsel | 17,000 | - | $4.38 | 6/25/2028 | 29,216 | $146,080 | | | 26,100 | - | $6.38 | 11/1/2028 | | | | | 64,700 | - | $5.99 | 11/30/2028 | | | | | 3,462 | 3,463 | $20.21 | 7/6/2031 | | | | | 6,884 | 13,766 | $4.97 | 7/1/2032 | | | | | - | 60,000 | $14.17 | 6/6/2033 | | |

  11. Outstanding Equity Awards at Fiscal Year End

    (1) Represents range of exercise price and expiration dates as options were granted on different dates throughout their tenure. (2) Amounts in this column are calculated by multiplying the closing market price of the Company’s stock as of December 29, 2023 by the number of shares or units of stock awards.

  12. Director Compensation

    Director Compensation The following table sets forth certain information regarding the compensation earned by or awarded to each non-employee director who served on the Company’s Board of Directors during the fiscal year ended December 31, 2023 (in US dollars). The Company does not provide separate compensation to its executive directors, such as James Corbett, who served as the Company’s Chief Executive Officer for the fiscal year ended December 31, 2023.

  13. Director Compensation

    | | Fees earned in cash (1) | Stock awards (2) | Option awards (3) | Total | | Non-Executive Directors | | | | | | Lou Panaccio - Chairman | $123,983 | $87,500 | $23,203 | $234,686 | | Jeremy Curnock Cook | 89,164 | 87,500 | 23,203 | 199,867 | | Suzanne Crowe | 84,580 | 87,500 | 23,203 | 195,283 | | Jan Stern Reed | 100,417 | 87,500 | 23,203 | 211,120 | | Robert McNamara | 70,836 | 234,499 | 63,773 | 369,108 | | Cary Vance | 66,669 | 234,499 | 63,773 | 364,941 | | Total Non-Executive Directors | $535,649 | $818,998 | $220,358 | $1,575,005 |

  14. Director Compensation

    (1) Amounts are composed of the following: $70,000 for fees as a Board Member, $35,000 for Chair of the Board, $20,000 for Audit Committee Chair, $15,000 for Compensation Committee Chair, $10,000 for Nominating and Corporate Governance Chair, $10,000 for Audit Committee Member, $7,500 for Compensation Committee Member, and $5,000 for Nominating and Corporate Governance Member. Amounts in this column represent awards of RSUs with the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The fair value determined at the date of grant in accordance with U.S. GAAP based on the closing price of our Common Stock on the applicable grant date. The vesting of these stock awards are service based and subject to continued participation as Board Members. Amounts in this column represent awards of stock options with the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Amounts in this column represent option awards issued to the individuals noted, based on the fair value determined at the date of grant in accordance with U.S. GAAP. The vesting of these option awards are service based and subject to continued participation as Board Members.