Jeremy Curnock Cook
AVITA MedicalAbout Jeremy Curnock Cook
Jeremy Curnock Cook, age 75, has served as a non-executive director since October 2012. He is Founder and Managing Director of BioScience Managers and a 45-year veteran of life sciences investing, having managed over $1 billion in equity investments, launched Australia’s first dedicated biotech fund, led Rothschild Asset Management’s life sciences private equity team, founded International Biochemicals Group (sold to Royal Dutch Shell), created a J&J-backed European seed fund, and built International Biotechnology Trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioScience Managers | Founder & Managing Director | Not disclosed | Life sciences investment leadership |
| Rothschild Asset Management | Head, Life Sciences Private Equity | Not disclosed | Early pioneer investor in sector |
| International Biochemicals Group | Founder | Not disclosed | Built and sold to Royal Dutch Shell |
| Johnson & Johnson-backed European Seed Fund | Founder | Not disclosed | Early-stage biotech seeding |
| International Biotechnology Trust | Builder/Leader | Not disclosed | Life sciences investment platform |
External Roles
| Organization | Role | Appointment Date | Notes |
|---|---|---|---|
| International BioScience Managers Ltd | Director | March 2000 | Current board |
| Bioscience Managers Pty Ltd | Director | January 2003 | Current board |
| REX Bionics Pty Ltd | Director | February 2012 | Current board |
| Sheldon Ltd (formerly Sea Dragon) | Director | October 2012 | Current board |
| Adherium Ltd | Director | April 2015 | Current board |
| Bioscience Managers UK Ltd | Director | August 2017 | Current board |
| Marine Department Ltd | Director | January 2019 | Current board |
| JLCC Ltd | Director | December 2019 | Current board |
| Tidal Sense Ltd (formerly CRiL) | Director | November 2020 | Current board |
| Humanetix Ltd | Director | September 2021 | Current board |
Board Governance
- Independence: Determined independent under Nasdaq Listing Rules; all board committees are fully independent .
- Committee assignments: Member of Audit, Human Capital & Compensation, and Nominating & Corporate Governance; not a chair (Audit chaired by Robert McNamara; HCCC chaired by Cary Vance; Nominating chaired by Jan Stern Reed) .
- Audit Committee engagement: Appointed member effective November 5, 2024; committee held four meetings in 2024, and all members attended ≥75% (he attended as an observer before formal appointment) .
- Compensation Committee engagement: Committee held five meetings in 2024; all members attended ≥75% .
- Nominating & Governance engagement: Committee held four meetings in 2024; all members attended ≥75% .
- Board attendance: Board held six meetings in 2024; all directors attended ≥75% of board and committee meetings .
- Annual meeting presence: All directors attended the 2024 Annual Meeting .
Fixed Compensation
| Year | Cash Fees ($) | Components ($) | Source |
|---|---|---|---|
| 2024 | 84,055 | Board Member 70,000; Audit Committee Member 1,555; Human Capital & Compensation Member 7,500; Nominating Committee Member 5,000 (pro-rata from Nov 5, 2024) | Proxy 2025 |
| 2023 | 89,164 | Board/Committee standard rates (member/chair schedule) | Proxy 2024 |
Notes: Standard fee schedule in 2024 included Board Member $70,000; Audit Chair $20,000; HCCC Chair $15,000; Nominating Chair $10,000; Audit Member $10,000; HCCC Member $7,500; Nominating Member $5,000, with pro-rata adjustments post-November 5, 2024 when all NEDs joined each committee .
Performance Compensation
| Year | RSUs ($) | Options ($) | Option Exercise Price | Grant/Share Counts | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 2024 (awarded) | 87,492 | 24,482 | Not disclosed | Not disclosed | RSUs and options vest 12 months post-grant (service-based) | Not disclosed |
| 2025 (proposed annual grants) | Value-based formula equating to 10,022 RSUs | Value-based formula equating to 4,295 options | $8.73 (Jan 21, 2025 grant-date close) | 10,022 RSUs; 4,295 options | 12 months from grant date (service-based) | Options expire 10 years from grant |
Performance metrics: No performance-based conditions disclosed; awards are time-based service vesting for directors .
Compensation governance: Compensia engaged; peer group of 18 U.S. public companies; board established January standing meeting for director pay and annual third-Monday equity grant timing .
Voting/abstentions: Director-specific proposals for RSUs/options require stockholder approval under ASX Listing Rule 10.11; Mr. Curnock Cook abstains from voting on his proposal (No. 5) .
Other Directorships & Interlocks
- Current roles listed above; the proxy does not identify public-company interlocks that would create supplier/customer conflicts for RCEL; no related party transactions since January 1, 2023 were reported .
- Committee roles at other entities not disclosed in this proxy for Mr. Curnock Cook; therefore, interlock risk cannot be assessed from this filing.
Expertise & Qualifications
- Extensive international life sciences investing experience; successful fund creation and portfolio leadership; managed >$1B; founder/operator experience and significant board service (>40 boards globally) .
- Independent status and broad committee participation support governance depth .
Equity Ownership
| Holder | Common Shares Owned | Options (exercisable ≤60 days) | RSUs (vesting ≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Jeremy Curnock Cook | 20,614 | 14,534 | 9,200 | 44,348 | <1% |
- Group total (all executive officers and directors): 739,780 shares; 2.80% of outstanding (26,434,658 shares as of April 10, 2025) .
- Pledging/hedging: Not disclosed for directors in the proxy; Insider Trading Policy is adopted and filed with 2024 Form 10-K .
- Ownership guidelines: Not disclosed for directors in this proxy.
Governance Assessment
- Board effectiveness: Independent, experienced director; sits on all three committees; attendance threshold met across board and committees, indicating engagement .
- Alignment: Balanced compensation mix with meaningful annual RSU grants and options that vest on service; additional proposed 2025 grants reinforce ownership orientation; total beneficial ownership includes near-term vesting RSUs/options, but absolute stake remains <1% given share count .
- Conflicts/related-party exposure: No related-party transactions since Jan 1, 2023; abstention on his own NED equity proposal aligns with good practice under ASX rules .
- Compensation governance: Use of an independent consultant (Compensia), rule-based peer selection, and formalized annual grant timing are positives for predictability and fairness .
RED FLAGS
- None identified in the proxy: no related-party transactions, no attendance shortfalls reported, and director equity is time-based without repricing terms disclosed .