Jan Stern Reed
AVITA MedicalAbout Jan Stern Reed
Independent non-executive director of AVITA Medical, Inc. (RCEL) since July 2021; age 65. She brings 35+ years of legal, governance, compliance, and risk management leadership, including General Counsel and Corporate Secretary roles at Walgreens Boots Alliance, Solo Cup Company, and senior corporate governance roles at Baxter International. Education: B.A., University of Michigan; J.D., Northwestern University Pritzker School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | SVP, General Counsel & Corporate Secretary | Not disclosed | Governance and compliance leadership |
| Solo Cup Company | EVP, Human Resources; General Counsel & Corporate Secretary | Not disclosed | Led legal, HR, internal audit, corporate communications, compliance |
| Baxter International, Inc. | Associate General Counsel; Corporate Secretary; Chief Corporate Governance Officer | Not disclosed | Corporate governance oversight |
External Roles
| Organization | Role | Exchange/Ticker | Tenure | Committees/Notes |
|---|---|---|---|---|
| Stepan Company | Director | NYSE: SCL | Current (dates not disclosed) | Not disclosed |
| AngioDynamics, Inc. | Director | NASDAQ: ANGO | Current (dates not disclosed) | Not disclosed |
Board Governance
- Independence: Board determined Jan Stern Reed is independent under Nasdaq rules; all members of Audit, Human Capital & Compensation, and Nominating & Corporate Governance committees are independent .
- Committee assignments (current):
- Human Capital & Compensation Committee – Member
- Audit Committee – Member
- Nominating & Corporate Governance Committee – Chair
- Attendance/engagement:
- Board held 6 meetings in 2024; all directors attended ≥75% of Board and committee meetings during their service .
- Audit (4 meetings), HCCC (5), Nominating & Governance (4); all members attended ≥75% for each committee .
- All directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Board Chair (Lou Panaccio); CEO separate; independent directors meet regularly in executive session; no designated lead independent director .
- Related-party and legal: No related-party transactions since Jan 1, 2023, and no disclosable legal proceedings for directors; Section 16 filings compliant (only one late Form 4 by another director) .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Board retainer | $70,000 |
| Audit Committee member | $10,000 |
| Human Capital & Compensation Committee member | $7,500 |
| Nominating & Corporate Governance Committee Chair | $10,000 |
| Other pro-rata committee adjustments (Nov 4–Dec 31, 2024) | $0 (not applicable beyond line items shown) |
| Total Cash Fees (2024) | $97,500 |
Notes: The company uses retainers and committee chair/member fees rather than per-meeting fees; committee compositions were broadened to include all independent directors effective November 4–5, 2024, with pro-rata adjustments disclosed .
Performance Compensation (Director equity)
| Item | 2024 Actual (Grant-date Fair Value) | 2025 Proposed Annual Grant (subject to shareholder approval) | Vesting/Terms |
|---|---|---|---|
| RSUs | $87,492 | 10,022 RSUs (target value $87,500 at $8.73 close on Jan 21, 2025) | Time-based; vest 12 months from Grant Date |
| Stock Options | $24,482 | 4,295 options at $8.73 strike (10-year term) | Time-based; vest 12 months from Grant Date |
| Grant Date (2025 program) | — | January 21, 2025 (pricing date for annual NED grants) | — |
| Change-in-control treatment | — | Unvested RSUs and options vest in full upon change in control | Single-trigger acceleration under NED Security Agreements |
Structure notes and signals:
- 2025 director equity mix targets ~$87.5k RSUs and ~$37.5k options (vs. 2024 option FV ~$24.5k), indicating a modest shift toward options year-over-year based on proposed values; all director equity is time-based, not performance-based .
- Grants to non-executive directors are issued outside the employee plan and require shareholder approval under ASX Listing Rule 10.11; pricing at closing market price; 12-month vesting .
- Single-trigger change-of-control acceleration for director awards is investor-sensitive (potential red flag for some governance frameworks) .
Other Directorships & Interlocks
| Company | Relationship to RCEL | Potential Interlock/Conflict |
|---|---|---|
| Stepan Company (SCL) | Unrelated chemicals manufacturer | None disclosed by RCEL |
| AngioDynamics (ANGO) | Medtech; overlapping sector exposure | No RCEL related-party dealings disclosed; no transactions reported |
RCEL discloses no related-party transactions since Jan 1, 2023 (covers directors and their affiliates) .
Expertise & Qualifications
- Core skills: Corporate governance, compliance, risk management, legal leadership; broad business management exposure (including HR oversight) .
- Education: B.A. (Univ. of Michigan), J.D. (Northwestern University Pritzker School of Law) .
- Board-level qualifications: Serves as Chair, Nominating & Corporate Governance Committee at RCEL; all committees composed solely of independent directors .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 60,448 shares (includes underlying securities exercisable/vestable within 60 days) |
| Common shares held outright | 31,789 shares |
| Options exercisable within 60 days | 19,459 shares |
| RSUs vesting within 60 days | 9,200 shares |
| Ownership as % of outstanding | <1% (based on 26,434,658 shares outstanding as of Apr 10, 2025) |
| Pledging/hedging | Insider Trading and Securities Dealing Policy in place; specific pledging/hedging prohibitions not detailed in proxy |
| Section 16 compliance | No delinquent filings reported for Jan Stern Reed (one late filing noted for another director) |
Governance Assessment
-
Strengths:
- Independent status; chairs Nominating & Corporate Governance and serves on Audit and HCCC—strong governance footprint .
- Solid meeting attendance (≥75%) at Board and committee levels; full Board attendance at 2024 Annual Meeting .
- No related-party transactions disclosed; no disclosable legal proceedings .
- Transparent director pay structure with clear retainer and committee fees; independent compensation consultant (Compensia) used to benchmark director pay .
-
Watch items / RED FLAGS:
- Single-trigger change-in-control acceleration for director RSUs/options (time-based awards) can be viewed as misaligned with best practices favoring double-trigger; monitor investor feedback on Proposals 3–8 .
- Stock ownership guidelines for directors not disclosed—investors may prefer explicit stock ownership requirements to reinforce alignment (no guideline disclosure found).
- All independent directors now sit on all three committees (since Nov 2024); while it enhances participation, it may dilute specialization depth—continue to assess committee effectiveness with broadened membership .
-
Overall view: Strong governance pedigree and committee leadership with clean independence and attendance record. Compensation mix skews toward time-based equity (plus increased option value in 2025 proposals) and cash retainers aligned with roles; change-in-control acceleration and lack of disclosed ownership guidelines are the primary governance sensitivities for investor scrutiny .