Michael Tarnoff
AVITA MedicalAbout Michael Tarnoff
Michael Tarnoff, MD, FACS, was appointed as an independent, non-executive director of AVITA Medical (RCEL) effective August 6, 2025. He previously served 23 years at Tufts Medical Center, including as Chief Physician Executive and CEO until 2024, and held senior medical leadership roles at Medtronic and Covidien. He earned a B.A. from Washington University in St. Louis, an M.D. from the University of Medicine and Dentistry of New Jersey, completed a general surgery residency at Rutgers, and a laparoscopic surgery fellowship at the Cleveland Clinic .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tufts Medical Center | Chief Physician Executive and CEO; earlier executive leadership roles | 23 years; CEO through 2024 | Led clinical operations and strategy; hospital CEO credentials |
| Medtronic, Inc. | Chief Medical Officer and VP, Medical Affairs | 2015–2019 | Global medical affairs leadership; device clinical strategy |
| Covidien plc (Surgical Devices division) | Corporate Chief Medical Officer and VP, Medical Affairs; earlier CMO for Surgical Devices | 2008–2015 | Surgical devices clinical oversight; product and safety governance |
| GI Dynamics, Inc. | Medical Director | 2006–2008 | Metabolic devices clinical development |
| Tyco Healthcare (Kendall surgery unit) | Chief Medical Consultant | 2005–2008 | Surgical product medical guidance |
External Roles
- No additional current public company board positions disclosed in RCEL filings at/around appointment .
Board Governance
- Appointment and independence: Elected August 6, 2025; Board determined he meets independence standards; no related-party transactions under Item 404(a) and no appointment arrangements or family relationships disclosed .
- Committees: Not appointed to any Board committees at the time of election; any committee compensation to be negotiated if appointed later .
- Board structure context: RCEL maintains Audit, Human Capital and Compensation, and Nominating and Corporate Governance committees, all comprising independent directors and operating under written charters .
- Chair transition: Cary Vance became Board Chair effective August 7, 2025 (succeeding Lou Panaccio) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $70,000 | Per Offer Letter dated May 27, 2025, effective Aug 6, 2025 |
| Committee membership fees | TBD | “Additional consideration will be negotiated” upon any committee appointments |
| Indemnification agreement | Standard form | Executed in connection with Board service per ASX rules |
Performance Compensation
| Grant | Grant Date | Structure | Value | Vesting/Terms |
|---|---|---|---|---|
| Initial equity grant | August 12, 2025 | 70% RSUs / 30% Options | $210,000 | Subject to shareholder approval; vesting terms not specified in Offer Letter/8‑K |
| Annual equity grant (starting 2026) | Annual | 70% RSUs / 30% Options | $125,000 | Subject to shareholder approval; terms set annually |
- No director performance metrics (e.g., TSR/EBITDA targets) tied to Tarnoff’s director compensation disclosed; equity grants are structured as RSUs/options, subject to shareholder approval .
Other Directorships & Interlocks
| Company | Role | Dates | Interlocks/Notes |
|---|---|---|---|
| RCEL (AVITA Medical, Inc.) | Independent Director | Appointed Aug 6, 2025 | No committee assignments at appointment |
| Other public company boards | None disclosed | — | No other current public boards noted in RCEL filings |
Expertise & Qualifications
- Clinical leadership and hospital operations expertise (Tufts Medical Center CEO, Chief Physician Executive) .
- Deep device-sector medical affairs leadership (Medtronic CMO; Covidien Corporate CMO) .
- Surgical credentials: General surgery residency and laparoscopic fellowship; FACS designation .
- Academic degrees: BA (Washington University); MD (University of Medicine and Dentistry of New Jersey) .
Equity Ownership
| Item | Amount/Status | As-of Date |
|---|---|---|
| Beneficial ownership (Form 3) | No securities beneficially owned | Aug 6, 2025 |
| Power of Attorney filing | Executed (to facilitate Section 16/13 filings) | July 13, 2025 |
Insider Trades
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Aug 6, 2025 | Indicates no securities beneficially owned at appointment; signed via power of attorney |
Governance Assessment
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Independence and conflicts: Positive signal—explicit Board determination of independence; no Item 404(a) related-party transactions, arrangements, or family relationships disclosed at appointment .
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Alignment and incentives: Initial equity grant ($210k) and ongoing annual equity ($125k) should build ownership alignment over time; equity grants are subject to shareholder approval, consistent with RCEL’s governance processes .
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Committee influence: No committee assignments at appointment; future role on Audit/Compensation/NCG could enhance board effectiveness given his hospital and device leadership background .
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Time/roles oversight: Offer Letter requires consultation with Nominating & Corporate Governance Chair for any new external roles to assess conflicts and time allocation—strong governance control to mitigate conflicts .
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RED FLAGS:
- None disclosed regarding related-party transactions, pledging/hedging, or legal proceedings; initial lack of share ownership is typical at appointment and expected to be addressed through equity grants .