Nicole Kelsey
AVITA MedicalAbout Nicole Kelsey
Nicole Kelsey, 58, has served as AVITA Medical’s Chief Legal and Compliance Officer (CLCO) and Corporate Secretary since July 2024, bringing 25+ years of executive legal experience spanning M&A, securities, governance, and compliance across U.S. and international markets . She is a Fulbright scholar with a J.D. from Northwestern University Pritzker School of Law and a B.A. from The Ohio State University; she is admitted to practice in New York and Minnesota . During her tenure, AVITA’s total revenues grew 28.1% year-over-year to $64.3 million in FY 2024, though net loss widened to $61.8 million, reflecting ongoing growth investments in commercial scale-up and R&D .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amyris, Inc. | Chief Legal Officer and Secretary | Not disclosed | Led legal and governance for synthetic biotech; built global regulatory and compliance programs |
| Criteo S.A. | General Counsel and Secretary | Not disclosed | Built legal department supporting global commercial, corporate, and compliance operations |
| Medtronic, Inc. | Senior securities lawyer | Not disclosed | Managed U.S. securities law matters at a global medtech leader |
| CIT Group, Inc. | Head M&A attorney | Not disclosed | Led M&A legal execution at financial services firm |
| Specialty art financing firm | General Counsel & Chief Compliance Officer | Not disclosed | Oversaw legal and compliance framework |
| Vivendi | Senior corporate attorney | Not disclosed | Corporate legal work at multinational conglomerate |
| White & Case; Willkie Farr & Gallagher | Associate (Paris/New York) | Not disclosed | Cross-border corporate and securities practice |
External Roles
- None disclosed for current public company board service or committee roles .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Base Salary | $228,475 | Partial-year (joined July 1, 2024) |
| Target Bonus % | Not disclosed | Executive program uses quantifiable corporate and individual KPIs; CLCO specific target not disclosed |
| Actual Bonus Paid | $95,625 | FY 2024 cash bonus |
| All Other Compensation | $179,390 | Primarily relocation assistance of $175,112 |
Performance Compensation
- Annual incentives are based on measurable corporate and individual KPIs including: commercial revenue targets, new product launch milestones, clinical testing goals, cash flow and profitability, and role-specific KPIs set each year; payouts approved by the Board upon Committee recommendation .
| Metric | Weighting | FY 2024 Target | FY 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Commercial revenue | Not disclosed | Not disclosed | Not disclosed | Included in $95,625 bonus | |
| Product launch (e.g., RECELL GO/mini, Cohealyx milestones) | Not disclosed | Not disclosed | Not disclosed | Included in $95,625 bonus | |
| Clinical goals (post-market/health economics) | Not disclosed | Not disclosed | Not disclosed | Included in $95,625 bonus | |
| Cash flow/profitability | Not disclosed | Not disclosed | Not disclosed | Included in $95,625 bonus | |
| Individual KPIs (CLCO) | Not disclosed | Not disclosed | Not disclosed | Included in $95,625 bonus |
Note: Detailed weighting/targets for CLCO are not disclosed; only aggregate payout is disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not listed; “–” as of Apr 10, 2025; less than 1% of shares outstanding |
| Outstanding Options | 150,000 options; strike $7.72; expiration 7/1/2034; vests annually in equal installments over 3 years beginning 7/1/2025 |
| RSUs/PSUs | None disclosed for CLCO in FY 2024 outstanding awards table |
| Exercisable vs Unexercisable | Time-based vesting; equal annual tranches; exercisable post-vesting; cashless exercise permitted under plan mechanics generally (see plan terms) |
| Pledging/Hedging | Company maintains Insider Trading & Securities Dealing Policy (filed with 2024 10-K); specific pledging/hedging restrictions not detailed in proxy |
| Ownership Guidelines | Not disclosed |
Vesting schedule and potential selling pressure:
- Annual vesting in equal tranches over three years starting July 1, 2025; any exercise/sale decisions are at holder discretion and subject to trading windows and policy compliance .
Employment Terms
| Term | CLCO (Nicole Kelsey) |
|---|---|
| Contract | Open-ended employment agreement |
| Severance (no-cause or good reason) | 12 months base salary; pro-rated target bonus for year of termination; continuation of health benefits during salary continuation; immediate acceleration of unvested stock options and RSUs |
| Notice Period | No notice period required for termination by Company or Executive, with or without cause |
| Good Reason (summary) | Material diminution of duties; base salary reduction; relocation ≥50 miles without consent; material breach not cured in 30 days |
| Cause (summary) | Felony/crime of moral turpitude; fraud/theft; willful material breach; repeated failure to perform after notice; willful act injuring Company reputation/business |
| Change-of-control economics | Under the Plan, outstanding awards may be accelerated, assumed, substituted, cash-settled, or cancelled per transaction terms; committee has discretion; in certain award agreements, unvested portions vest in full upon change in control |
| Clawback | All Plan grants subject to clawback/recoupment under Company policy and applicable law |
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting: stockholders approved NEO compensation on an advisory basis; Votes For: 10,269,125; Against: 2,296,661; Abstentions: 662,096; Broker non-votes: 2,138,869 .
- Company submits say-on-pay annually .
Compensation Committee & Peer Benchmarking
- Human Capital and Compensation Committee (independent directors; chaired by Cary Vance) oversees executive compensation and policies; utilizes Compensia for benchmarking Board and executive compensation .
- Peer group composition not disclosed; Board and CEO equity grants to directors/CEO typically occur outside the employee plan to preserve share reserve for employees .
Performance & Track Record
- FY 2024 total revenues: $64.3M (+28.1% YoY); gross margin 85.8%; net loss $(61.8)M reflecting scale-up of sales organization, commissions, and increased SG&A to support growth .
- Regulatory/product milestones: FDA approvals for RECELL GO (May 29, 2024) and RECELL GO mini (Dec 23, 2024); 510(k) clearance for Cohealyx (Dec 19, 2024); expected launch build and post-market studies in early 2025 .
Risk Indicators & Red Flags
- No material legal proceedings for directors or executive officers disclosed; Company states no material pending legal proceedings .
- Insider Trading and Securities Dealing Policy in place; annual ethics training; Code of Ethics posted .
- Plan prohibits option repricing absent stockholder approval; clawback policy applies to grants .
- Debt covenants and liquidity risks outlined in 10-K risk factors; continued losses and financing needs may affect compensation flexibility .
Investment Implications
- Strong severance protection and immediate equity acceleration upon no-cause/good-reason termination increases retention but reduces downside pay risk; alignment depends on equity value creation given options strike at $7.72 and multi-year vesting .
- Limited disclosed share ownership suggests more alignment via unvested options than common stock; monitor future grants for increased equity exposure (and potential 280G considerations if CoC acceleration applies) .
- Annual incentive framework tied to revenue growth, launches, and clinical goals aligns with operational execution; lack of disclosed metric weighting reduces transparency of pay-for-performance calibration .
- Governance structures (independent Committee; clawbacks; no repricing without vote; insider trading controls) mitigate compensation risk; continued losses and debt covenants highlight execution and profitability targets as critical performance levers .