Lou Panaccio
AVITA MedicalAbout Lou Panaccio
Lou Panaccio, 67, is AVITA Medical’s independent, non-executive Chairman, serving on the board since July 2014. He has 35+ years in healthcare services and life sciences with 25+ years of board experience, and recently retired from Sonic Healthcare’s board in November 2024 after serving since 2005. He is deemed independent under Nasdaq rules. His current term expires at the June 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonic Healthcare Limited (ASX50) | Director | 2005 – Nov 2024 | Retired November 2024; brings global diagnostics governance experience |
| Genera Biosystems Limited | Chairman (prior) | Not disclosed | Prior chair role in diagnostics; dates not disclosed |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Unison Housing Limited | Chairman | Current (recently appointed) | Social/affordable housing governance experience |
| Mecwacare Limited | Director | Current | Health/aged-care NFP governance |
| Adherium Limited (ASX) | Chairman | Current | Development-stage medtech; public company |
| Rhythm Biosciences Limited (ASX) | Director | Current | Diagnostics; public company |
| Magellan Stem Cells Pty Ltd | Chairman | Current | Private company |
Board Governance
- Independence: The board determined Mr. Panaccio is independent under Nasdaq standards .
- Board leadership: Non-executive Chairman; CEO and Chairman roles are separated .
- Committee memberships: Member of all three standing committees; not a committee chair (chairs noted for others below) .
- Attendance: Board met 6 times in 2024; all directors attended ≥75% of board and committee meetings during their service. All directors attended the 2024 Annual Meeting .
- Audit Committee “financial expert”: Robert McNamara (context) .
| Committee | Chair | Members (incl. Panaccio) |
|---|---|---|
| Audit | Robert McNamara | Suzanne Crowe; Jeremy Curnock Cook; Robert McNamara; Lou Panaccio; Jan Stern Reed; Cary Vance |
| Human Capital & Compensation | Cary Vance | Suzanne Crowe; Jeremy Curnock Cook; Robert McNamara; Lou Panaccio; Jan Stern Reed; Cary Vance |
| Nominating & Corp. Governance | Jan Stern Reed | Suzanne Crowe; Jeremy Curnock Cook; Robert McNamara; Lou Panaccio; Jan Stern Reed; Cary Vance |
Fixed Compensation
- 2024 director cash fees and equity grant values (grant-date fair value) are below. The company uses Compensia as its independent compensation consultant and reviews board pay annually; it aligned 2025 grants with a peer-based review and set a January grant calendar to reduce discretion risk .
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned in cash | $123,278 |
| • Breakdown: Board member retainer | $70,000 |
| • Board Chair fee | $35,000 |
| • Audit Committee member | $10,000 (pro-rata), note committee composition changed Nov 4, 2024 |
| • Human Capital & Compensation member | $7,500 (pro-rata) |
| • Nominating Committee member | $778 (pro-rata) |
| Total cash | $123,278 |
Performance Compensation
- Director equity is time-based (not performance-conditioned). Annual RSUs and options vest 12 months from grant; options have a 10-year term. Change in control accelerates unvested NED RSUs and options at closing (single-trigger vesting) .
| Grant | Grant Date | Quantity/Terms | Valuation/Price | Vest/Expiry |
|---|---|---|---|---|
| RSUs (2024 reported) | Various (FY24) | RSUs to directors (aggregate grant-date FV) | $87,492 (Mr. Panaccio) | Time-based; 12 months from grant |
| Options (2024 reported) | Various (FY24) | Options to directors (aggregate grant-date FV) | $24,482 (Mr. Panaccio) | Time-based; 12 months from grant; 10-year term |
| Proposed 2025 Annual Grant – RSUs | Jan 21, 2025 (Grant Date set) | 10,022 RSUs | Values set at $87,500 per director on grant-date pricing methodology | Vest 12 months from Grant Date |
| Proposed 2025 Annual Grant – Options | Jan 21, 2025 | 4,295 options | Exercise price $8.73 (Nasdaq close on Grant Date) | Vest 12 months; expire 10 years from Grant Date |
| Change-in-control treatment (NED awards) | n/a | Unvested RSUs/options vest in full at change in control | n/a | Accelerates at closing |
Observation: The proposed 2025 option value per NED ($37,500) is higher than the 2024 option grant-date value for Mr. Panaccio ($24,482), reflecting a shift toward a modestly higher options weighting year-over-year within a market-aligned structure .
Other Directorships & Interlocks
| Company | Listing | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Adherium Limited | ASX | Chairman | Development-stage medtech; no related-party transactions disclosed with AVITA since Jan 1, 2023 |
| Rhythm Biosciences Limited | ASX | Director | Diagnostics; no related-party transactions disclosed |
| Sonic Healthcare Limited | ASX (ASX50) | Director (retired Nov 2024) | No current role; retired 2024 |
| Magellan Stem Cells Pty Ltd | Private | Chairman | No related-party transactions disclosed |
| Unison Housing Limited | N/A | Chairman | Governance role in housing; not a commercial counterparty |
| Mecwacare Limited | N/A | Director | NFP healthcare/aged-care; not a commercial counterparty |
- Related Party Transactions: “Since January 1, 2023, the Company has not participated in any such related party transaction” (proxy definition threshold) .
Expertise & Qualifications
- Healthcare commercialization leader; 35+ years executive leadership; 25+ years board experience across life sciences and healthcare services, with ASX and global public company exposure, including Sonic Healthcare (ASX50) .
Equity Ownership
- Beneficial ownership as of April 10, 2025:
| Category | Amount | Notes |
|---|---|---|
| Common shares (direct) | 23,114 | |
| CDIs (100,320) → Underlying shares | 20,064 underlying shares; includes 29,860 CDIs (5,972 shares) held by The Panaccio Superannuation Fund | |
| Options exercisable within 60 days | 14,534 shares underlying | |
| RSUs vesting within 60 days | 9,200 shares underlying | |
| Total beneficial ownership | 66,912 | Sum of above |
| % of outstanding | <1% | Marked “*” in proxy table |
| Shares pledged as collateral | Not disclosed | No pledging disclosure; Insider Trading Policy in place |
Director Compensation (Detail)
| Year | Cash Fees | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $123,278 | $87,492 | $24,482 | $235,252 |
- Cash fee components (2024): Board member $70,000; Board Chair $35,000; Audit member $10,000; HCC member $7,500; Nominating member pro-rata $778 (committee composition expanded to all NEDs effective Nov 4, 2024) .
Attendance & Engagement
- Board meetings: 6 in 2024; all directors attended ≥75% of board and applicable committee meetings .
- Annual Meeting: all directors attended the 2024 Annual Meeting .
- Section 16(a) compliance: All directors met filing requirements; only a late Form 4 disclosure pertained to another director (Prof. Crowe), not Panaccio .
Compensation Structure Analysis
- Independent compensation consultant: Compensia; peer-based benchmarking refreshed in 2024 .
- Grant timing governance: Board set a practice to deliberate board remuneration each January, with equity priced on the third Monday of January (or next trading day) to standardize cadence and reduce discretion risk .
- 2025 NED equity mix: Per-director RSU value $87,500 and option value $37,500 (time-based vesting) .
- Change-in-control: Single-trigger acceleration on NED RSUs/options is shareholder-unfriendly relative to double-trigger norms; investors may scrutinize alignment vs retention rationale .
Risk Indicators & Red Flags
- Related-party exposure: None disclosed since Jan 1, 2023 (mitigates conflict risk) .
- Hedging/pledging: Insider Trading Policy exists; no explicit pledging by Panaccio disclosed (neutral) .
- Section 16 compliance: No delinquencies for Panaccio noted (positive) .
- Equity acceleration: • RED FLAG: Single-trigger change-in-control vesting for NED RSUs/options .
Governance Assessment
- Board effectiveness: As independent Chair and a member of all three principal committees, Panaccio is deeply engaged in oversight; separation of Chair/CEO supports independent oversight .
- Independence & conflicts: Independent under Nasdaq rules; no related-party transactions disclosed, despite multiple external boards (which may raise time-commitment considerations but no direct conflicts identified) .
- Alignment: Mix of cash plus annual time-based RSUs/options creates moderate alignment; beneficial ownership includes vested/near-vested awards but remains <1% of shares outstanding .
- Pay practices: Use of an independent consultant and standardized grant calendar is positive; proposed 2025 option value increases vs 2024 actuals but remains market-benchmarked .
- Controls & compliance: Active committee structure; attendance thresholds met; Section 16 compliance strong; Insider Trading Policy and Code of Ethics in place .
Overall: Strong independence, comprehensive committee engagement, and no related-party transactions support investor confidence; however, single-trigger CIC vesting for director equity is a governance weakness that investors may seek to tighten in future plan/award terms .