AVITA MEDICAL INC (RCEL)
Sector: Health Care
2026 Annual Meeting Analysis
AVITA MEDICAL INC · Meeting: June 3, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Vance has served as a director since April 2023, giving him meaningful tenure during AVITA's severe stock decline of -68.3% over three years, which trails the medical device benchmark (IHI — iShares US Medical Devices ETF) by 62.3 percentage points — far exceeding the 30-point threshold our policy requires to trigger a vote against; the five-year return is even worse at -77.3%, so the longer track record provides no mitigating comfort.
Professor Crowe has served on the board since 2016, meaning she was fully in place during the company's steep three-year stock decline of 68.3%, which is 62.3 percentage points worse than the medical device benchmark (IHI — iShares US Medical Devices ETF); the five-year return of -77.3% shows this is not a recent blip but a sustained pattern, so no mitigating adjustment applies.
Mr. Curnock Cook has been a director since 2012, giving him the longest tenure on the board during AVITA's three-year stock loss of 68.3%, which is 62.3 percentage points below the medical device benchmark (IHI — iShares US Medical Devices ETF); the five-year return of -77.3% confirms sustained underperformance, leaving no basis for a mitigating adjustment.
Mr. McNamara joined the board in April 2023, so his entire tenure coincides with the period of severe stock underperformance; AVITA's three-year return of -68.3% is 62.3 percentage points worse than the medical device benchmark (IHI — iShares US Medical Devices ETF), far exceeding the 30-point trigger, and the five-year return of -77.3% provides no long-term mitigant.
Ms. Reed has served since July 2021, meaning her tenure fully covers the three-year measurement window during which AVITA's stock fell 68.3% against a medical device benchmark (IHI — iShares US Medical Devices ETF) that fell only 6.0%, a gap of 62.3 percentage points; the five-year return of -77.3% confirms this is a sustained problem rather than a transient dip.
For Analysis
Dr. Tarnoff was appointed to the board in August 2025 — less than 24 months before the meeting — so our policy exempts him from the stock performance trigger, giving him reasonable time to contribute before being held accountable for prior-period results.
Mr. Woody joined the board in January 2026 — well under 24 months ago — so our policy exempts him from the stock performance trigger, as he has had virtually no time to influence the company's performance trajectory.
Five of seven director nominees — all those with tenure exceeding 24 months — receive an AGAINST vote because AVITA's three-year stock return of -68.3% trails the medical device benchmark (IHI — iShares US Medical Devices ETF) by 62.3 percentage points, far above the 30-point trigger for companies with negative absolute returns; the five-year return of -77.3% provides no mitigating relief. The two newest directors, Dr. Tarnoff and Mr. Woody, are exempt from the trigger under the policy's 24-month new-director grace period.
Say on Pay
✓ FORCEO
Cary Vance
Total Comp
$278,053
Prior Support
77%%
Cary Vance served as Interim CEO only from October 16, 2025, and his total compensation of $278,053 — composed of $137,475 in salary and a $140,000 guaranteed bonus — is very modest and well below any reasonable benchmark for a CEO of even a small medical device company, reflecting his partial-year, interim status. The prior year say-on-pay vote passed with approximately 77% support, above the 70% threshold that would require visible changes, and the compensation committee made no structural changes in response — which is appropriate given the strong result. While the company's stock performance has been deeply negative, the overall pay program at this compensation level does not raise pay-for-performance concerns, and the company maintains a compliant Dodd-Frank clawback policy.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$803,294
Non-Audit Fees
$128,938
Tax fees (the only non-audit fees) were $128,938 against audit fees of $803,294, making the non-audit ratio approximately 16% — well below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed in the proxy so no tenure trigger applies; Grant Thornton is a large national firm appropriate for a company of AVITA's size and complexity.
Overall Assessment
The 2026 AVITA Medical annual meeting features 15 proposals, with the most significant governance concern being the company's severe stock underperformance — a three-year return of -68.3% that trails the medical device benchmark (IHI — iShares US Medical Devices ETF) by 62.3 percentage points — which triggers AGAINST votes for five of seven director nominees who have been on the board long enough to be accountable; the say-on-pay vote is straightforward given the CEO's very modest partial-year interim compensation of $278,053, and the auditor ratification passes cleanly with a low non-audit fee ratio of approximately 16%.