Cary Vance

About Cary Vance

Cary Vance is an independent non-executive director of AVITA Medical (NASDAQ: RCEL) serving since April 2023, age 59 as of the 2025 proxy . He holds a BA in Economics and an MBA from Marquette University, is Lean/Six Sigma Black Belt and NACD Certified, and brings 25+ years of commercial and operational leadership in healthcare, including CEO roles at PhotoniCare, Titan Medical, XCath, OptiScan Biomedical, Myoscience, and Hansen Medical, with prior senior roles at Teleflex, Covidien, and GE Healthcare . At RCEL, Vance chairs the Human Capital & Compensation Committee and serves on the Audit and Nominating & Corporate Governance committees; the Board has determined he is independent under Nasdaq and ASX standards . RCEL does not disclose director-specific TSR, revenue or EBITDA growth metrics tied to Vance’s performance; his director equity grants are tenure-based, not performance-based .

Past Roles

External Roles

Fixed Compensation

Director cash compensation and fee components are disclosed; Vance’s cash fees increased with committee leadership responsibilities. Fee components include: $70,000 Board member, $35,000 Board Chair (not applicable to Vance), $20,000 Audit Chair, $15,000 Human Capital & Compensation Chair, $10,000 Nominating & Corporate Governance Chair, $10,000 Audit member, $7,500 Human Capital & Compensation member, $5,000 Nominating & Corporate Governance member, with pro rata adjustments after committees were reconstituted November 5, 2024 .

Performance Compensation

Director equity grants are service-based (tenure), not tied to financial/ESG performance metrics. RSUs settle into common stock at vest; options have exercise prices equal to the Nasdaq closing price on grant date. Change-in-control generally accelerates vesting for director RSUs/options .

Note: Director RSUs/options accelerate upon change-of-control per NED agreements and plan-level provisions .

Equity Ownership & Alignment

• Ownership tables are based on 25,779,735 (2024) and 26,434,658 (2025) shares outstanding; director holdings under 1% are flagged as “less than 1%” per proxy .
• Insider Trading and Securities Dealing Policy is adopted; pledging/hedging specifics for directors are not detailed in the proxy extracts provided .
• Section 16(a) compliance: Company reports directors/officers met filing requirements in 2023 except one late Form 4 by the General Counsel; no delinquency noted for Vance .

Employment Terms

Director engagement terms for Cary Vance (March 15, 2023 engagement letter):

• Cash retainer: $70,000 annually, with additional cash for committee appointments, subject to shareholder approval .
• Initial equity component: $210,000 value (70% RSUs, 30% options) .
• Annual equity component: $105,000 value (70% RSUs, 30% options) .
• Indemnification agreement executed on standard company form .
• Equity mechanics: RSUs vest time-based; options have exercise price equal to Nasdaq closing price on grant date; director options/RSUs accelerate on change-of-control per NED agreements .

Board Governance

• Independence: Vance and all committee members are independent; CEO is non-independent. Roles of Chair (Lou Panaccio) and CEO (James Corbett) are separated, mitigating dual-role risks .
• Committee leadership: Vance is Chair of the Human Capital & Compensation Committee and member of Audit and Nominating & Corporate Governance committees .
• Committee attendance: Compensation Committee held 5 meetings in 2024; all members attended ≥75% . Audit Committee held 5 meetings in 2023; all members attended ≥75% . Nominating & Corporate Governance held 4 meetings in 2024; all members attended ≥75% .
• Director grants require shareholder approval under ASX Listing Rules 10.11; annual NED grants are designed to align director interests via equity .

Director Compensation

Say-On-Pay & Shareholder Feedback

• 2023 Annual Meeting: Advisory vote on NEO compensation approved (8,557,983 for; 1,584,136 against; 866,937 abstentions; 2,118,249 broker non-votes) .
• 2024 Annual Meeting: Advisory vote on NEO compensation approved (10,269,125 for; 2,296,661 against; 662,096 abstentions; 2,141,804 broker non-votes) .
• Compensation committee uses independent consultant Compensia for benchmarking Board and executive pay .

Performance & Track Record

• RCEL Board appointment rationale: Vance brings commercialization expertise in novel medtech platforms and CEO experience to support culture and execution focus, per management commentary and proxy narrative .
• No RCEL-disclosed TSR or operational performance metrics tied to Vance’s director compensation; his equity is tenure-based .

Compensation Structure Analysis

• Shift to time-based RSUs/options: Director equity is service-based with 12-month vesting schedules for annual grants and multi-year vesting for initial grants; no performance-conditional PSUs observed for directors .
• Exercise prices at grant-date closes: Options are granted at market prices (examples: $13.49 in 2023; $15.55 in 2024; $8.73 in 2025), limiting repricing risk; no repricings disclosed .
• Change-of-control terms: Full vesting on CIC increases potential windfall but also aligns retention incentives; terms disclosed for NED options/RSUs and plan-level grants .
• Independent oversight: As Compensation Chair, Vance leads pay governance using external benchmarking via Compensia .

Risk Indicators & Red Flags

• Pledging/hedging: Insider Trading Policy exists; specific prohibitions or any pledging by Vance not disclosed in proxies provided .
• Insider selling pressure: RSU annual vesting and multi-year initial tranches create predictable liquidity windows; actual Form 4 transaction data not provided here; Section 16(a) compliance indicates no reported delinquencies for Vance in 2023 .
• Change-of-control acceleration: Director RSUs/options vest in full on CIC, which can create windfall risk; disclosed in 2023–2025 proxies .
• Governance structure: Separation of Chair and CEO roles; all committees comprised of independent directors, mitigating dual-role and independence concerns .

Compensation Peer Group (Benchmarking)

• The Human Capital & Compensation Committee reviews Board and executive pay annually using benchmarking and recommendations from Compensia; specific peer group constituents and target percentile are not disclosed in the cited sections .

Equity Ownership & Voting Support Signals

• Beneficial ownership: Vance held 13,761 shares as of April 11, 2024 (<1%) and 31,844 shares as of April 10, 2025 (<1%) .
• Shareholder approvals: 2023 shareholders approved initial and annual director equity grants to Vance; 2024 shareholders approved annual grants; vote counts reported via Form 8-K .

Investment Implications

• Alignment: Director equity is tenure-based and regularly refreshed; Vance’s holdings are modest (<1%), but equity grants tied to Board service support alignment over time .
• Liquidity windows: Annual RSU vesting and option schedules can create predictable selling windows; monitor Form 4s near 12-month anniversaries and three-year initial grant tranches for potential selling pressure .
• Governance signal: As independent Compensation Chair, Vance influences executive pay design; external benchmarking via Compensia and independent committee composition are positives for pay governance .
• Transaction risk: Change-of-control acceleration for director equity implies potential windfall exposure; investors should assess CIC protections across the plan and NED agreements .