AVITA Medical, Inc PRE 14A, filed Oct 29, 2021

Number of RSUs and options

Vesting conditions

Number that vest upon
satisfaction of the vesting
condition

Vesting date schedule

Tenure based RSUs and options at 70:30

23,800 RSUs and

13,800 options

Tenure based – the RSUs and options will vest on an annual basis if Dr. Perry continues to either be employed by the Company as Chief Executive Officer or is otherwise serving in an executive director capacity

5,950 RSUs to vest each year on the annual vesting date as indicated in the adjacent vesting date schedule column (subject to the relevant tenure condition being met)

3,450 options to vest each year on the annual vesting date as indicated in the adjacent vesting date schedule column (subject to the relevant tenure vesting condition being met) which may then be exercised (subject to the payment by Dr. Perry of the exercise price)⁽¹⁾with an expiration date of ten years from the grant date

Year 1: December 14, 2022

Year 2: December 14, 2023

Year 3: December 14, 2024

Year 4: December 14, 2025

AVITA Medical, Inc. (RCEL)

PRE 14A 2021-10-29 For: 2021-12-14

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Added on October 27, 2026

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Name	Age	Position with the Company and Principal Occupation	Director Since⁽¹⁾		New Board Term Expires
Louis Panaccio	64	Chairman of the Board of Directors		2014		2022
Dr. Michael Perry	61	Director and Chief Executive Officer		2017		2022
Jeremy Curnock Cook	71	Director		2012		2022
Louis Drapeau	77	Director		2016		2022
Suzanne Crowe	71	Director		2016		2022
James Corbett	63	Director		2021		2022
Jan Stern Reed	61	Director		2021		2022


Director	Independent	Compensation Committee	Audit Committee	Nominations & Corporate Governance Committee
Louis Panaccio	X		Member
Jeremy Curnock Cook	X	Member		Member
Louis Drapeau	X	Member	Chair	Member
Professor Suzanne Crowe	X	Chair		Chair
Jan Stern Reed	X	Member	Member	Member
James Corbett	X	Member	Member


Non-Executive Director	Securities in AVITA Medical Pty Limited that were issued*	Date issued
Louis Panaccio (held indirectly by Tercus Pty Ltd ATF The Panaccio Superannuation Fund)	• 345,024 ordinary shares (exchanged in 2020 for 3,450 shares of common stock** in AVITA Medical, Inc.)	August 1, 2019

	• 12,948 ordinary shares (exchanged in 2020 for 129 shares of common stock** in AVITA Medical, Inc.)	August 23, 2019

Suzanne Crowe (held jointly by Suzanne Crowe and John Mills)	• 168,301 ordinary shares (exchanged in 2020 for 1,683 shares of common stock** in AVITA Medical, Inc.)	August 1, 2019

	• 6,316 ordinary shares (exchanged in 2020 for 63 shares of common stock** in AVITA Medical, Inc.)	August 23, 2019

Damien McDonald	• 1,011,003 ordinary shares (exchanged in 2020 for 10,110 shares of common stock** in AVITA Medical, Inc.)	August 1, 2019

	• 41,669 ordinary shares (exchanged in 2020 for 4,167 shares of common stock** in AVITA Medical, Inc.)	August 23, 2019


Non-executive director	New non-executive director options and RSUs to be granted	Vesting schedule
James Corbett	• RSUs to acquire 8,675 shares of common stock⁽¹⁾ (to be granted as an ‘initial grant’ in connection with Mr. Corbett being appointed as a non-executive director of the Company)	• RSUs to vest on the first, second and third anniversary of the grant date in equal amounts (i.e. 1/3 of the RSUs will vest on each anniversary). .

	• Options to acquire 4,925 shares of common stock⁽²⁾ (to be granted as an ‘initial grant’ in connection with Mr. Corbett being appointed as a non-executive director of the Company)	• Options to vest on the first, second and third anniversary of the grant date in equal amounts (i.e. 1/3 of the options will vest on each anniversary)

	Note: Mr. Corbett may elect to acquire CDIs in place of common stock, where five CDIs are equal to one share of common stock

Jan Stern Reed	• RSUs to acquire 8,675 shares of common stock⁽¹⁾(to be granted as an ‘initial grant’ in connection with Ms. Reed being appointed as a non-executive director of the Company)	• RSUs to vest on the first, second and third anniversary of the grant date in equal amounts (i.e. 1/3 of the RSUs will vest on each anniversary).

	• Options to acquire 4,925 shares of common stock⁽²⁾ (to be granted as an ‘initial grant’ in connection with Ms. Reed being appointed as a non-executive director of the Company)	• Options to vest on the first, second and third anniversary of the grant date in equal amounts (i.e. 1/3 of the options will vest on each anniversary).

	Note: Ms. Reed may elect to acquire CDIs in place of common stock, where five CDIs are equal to one share of common stock


Non-executive director	2021 options and RSUs to be granted to each non-executive director	Vesting schedule
Suzanne Crowe	• RSUs to acquire 4,350 shares of common stock⁽¹⁾ • Options to acquire 2,550 shares of common stock⁽²⁾ Note: Professor Crowe may elect to acquire CDIs in place of common stock, where five CDIs are equal to one share of common stock	• RSUs to vest 12 months from the grant date. • Options to vest 12 months from the grant date with an expiration date of ten years from the grant date.

Jeremy Curnock Cook	• RSUs to acquire 4,350 shares of common stock⁽¹⁾ • Options to acquire 2,550 shares of common stock⁽²⁾ Note: Mr. Curnock Cook may elect to acquire CDIs in place of common stock, where five CDIs are equal to one share of common stock	• RSUs to vest 12 months from the grant date. • Options to vest 12 months from the grant date with an expiration date of ten years from the grant date.

Louis Drapeau	• RSUs to acquire 4,350 shares of common stock⁽¹⁾ • Options to acquire 2,550 shares of common stock⁽²⁾ Note: Mr. Drapeau may elect to acquire CDIs in place of common stock, where five CDIs are equal to one share of common stock	• RSUs to vest 12 months from the grant date. • Options to vest 12 months from the grant date with an expiration date of ten years from the grant date.

James Corbett	• RSUs to acquire 4,350 shares of common stock⁽¹⁾ • Options to acquire 2,550 shares of common stock⁽²⁾ Note: Mr. Corbett may elect to acquire CDIs in place of common stock, where five CDIs are equal to one share of common stock	• RSUs to vest 12 months from the grant date. • Options to vest 12 months from the grant date with an expiration date of ten years from the grant date.

Jan Stern Reed	• RSUs to acquire 4,350 shares of common stock⁽¹⁾ • Options to acquire 2,550 shares of common stock⁽²⁾ Note: Ms. Reed may elect to acquire CDIs in place of common stock, where five CDIs are equal to one share of common stock	• RSUs to vest 12 months from the grant date. • Options to vest 12 months from the grant date with an expiration date of ten years from the grant date.


	Current Non-Executive Directors Cash Fee Compensation (1)
Amounts in USD	Board Member		Board Chair		Audit Chair		Audit Committee		Compensation Chair		Compensation Committee		Nomination Chair		Nomination Committee		Total
Lou Panacio	$	70,000	$	35,000			$	10,000							$	5,000	$	120,000
Suzanne Crowe		70,000								15,000				10,000				95,000
Jeremy Curnock Cook		70,000										7,500				5,000		82,500
Lous Drapeau		70,000				20,000						7,500				5,000		102,500
Jim Corbett (2)		70,000						10,000				7,500						87,500
Jan Stern Reed (2)		70,000						10,000				7,500				5,000		92,500

Total	$	420,000	$	35,000	$	20,000	$	30,000	$	15,000	$	30,000	$	10,000	$	20,000	$	580,000


Name	Year		Salary⁽¹⁾ ($)		Bonus⁽²⁾ ($)		All other compensation⁽³⁾ ($)		Total ($)
Michael Perry		2021		497,087		414,960		146,800		1,058,847


Grantee Name:

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Vesting Schedule:		[insert applicable vesting schedule]


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Exercise Price per Share:

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Type of Option:		Nonstatutory Stock Option

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Grantee Name:

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Type of Option:		Nonstatutory Stock Option

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Vesting Schedule:		[insert applicable vesting schedule]