Robert McNamara

About Robert McNamara

Robert McNamara (age 68) has served as an independent non‑executive director of AVITA Medical, Inc. since June 2023; his current board term expires June 2025. He is Audit Committee Chair and the board has designated him an “audit committee financial expert.” McNamara holds a B.S. in Accounting from the University of San Francisco and an MBA from The Wharton School, and brings 25+ years of operating and finance leadership in public and private med‑tech companies .

Past Roles

External Roles

Board Governance

• Independence: McNamara is independent under Nasdaq and ASX standards .
• Committee assignments: Audit (Chair), Human Capital & Compensation (Member), Nominating & Corporate Governance (Member) .
• Attendance and engagement:
  • Board met 6 times in 2024; all directors attended ≥75% of board and committee meetings during membership .
  • Audit Committee held 4 meetings in 2024; all members attended ≥75% .
  • Human Capital & Compensation Committee held 5 meetings in 2024; all members attended ≥75% .
  • Nominating & Corporate Governance Committee held 4 meetings in 2024; all members attended ≥75% .
  • All directors were present at the 2024 Annual Meeting .
• Leadership structure: Independent non‑executive Chair (Lou Panaccio); CEO is the only non‑independent director; independent directors meet in executive session .
• Risk oversight: Audit Committee (chaired by McNamara) oversees ERM including financial reporting integrity, internal controls, and compliance; Audit Committee’s report for 2024 was signed by McNamara as Chair .

Fixed Compensation

• Standard director fee schedule (for context): Board $70,000; Board Chair $35,000; Audit Chair $20,000; HCCC Chair $15,000; Nominating Chair $10,000; Audit member $10,000; HCCC member $7,500; Nominating member $5,000 .

Performance Compensation

Director equity award mechanics and governance terms:

• Performance metrics: None; director awards are time‑based only (RSUs and options) .
• Change‑in‑control: Unvested director RSUs and options vest in full upon a change in control (single trigger) .
• Clawback: All grants under the company plan are subject to clawback/recoupment under board policy and applicable law .
• No repricing without stockholder approval (plan prohibition) .

Other Directorships & Interlocks

• Related‑party transactions: Company reports no related‑party transactions since Jan 1, 2023 meeting SEC thresholds, which reduces conflict risk .

Expertise & Qualifications

• Financial expertise: Audit Committee financial expert designation; extensive CFO experience across multiple public med‑tech companies .
• Education: B.S. Accounting (University of San Francisco); MBA (Wharton) .
• Governance: Prior audit chair experience; current compensation and audit committee roles at other public company; deep knowledge of U.S. public company requirements .

Equity Ownership

• Shares outstanding as of record date: 26,434,658 .
• Note: The company denotes “*” for beneficial ownership less than 1% .
• Pledging/Hedging: Company references an Insider Trading and Securities Dealing Policy and Trading Policy; the equity plan contemplates restrictions and escrow/holding locks but no specific director hedging/pledging prohibitions are disclosed in the proxy excerpts cited .

Governance Assessment

• Strengths:
  • Independent director with deep finance and med‑tech operating background; designated audit financial expert; chairs Audit Committee, which oversees ERM and financial reporting integrity .
  • Strong engagement: all directors met ≥75% attendance thresholds; full attendance at the 2024 Annual Meeting .
  • Compensation governance: No director equity repricing without stockholder approval; plan‑level clawback applies to grants .
  • Conflict risk appears low: no related‑party transactions since 2023 meeting SEC disclosure thresholds .
• Alignment:
  • Director equity grants (RSUs/options) are standard‑market, time‑based, and intended to promote ownership; 2025 grants are sized via formula at market price ($8.73) to align interests .
• Red flags and watch‑items:
  • Single‑trigger change‑in‑control acceleration for unvested director RSUs/options may weaken performance linkage and could be viewed as shareholder‑unfriendly in certain governance frameworks .
  • Director awards are purely time‑based (no performance metrics), reducing pay‑for‑performance rigor for board compensation; monitor ongoing practices and shareholder feedback .
  • As of November 2024, all independent directors serve on all committees; while independence is preserved, concentrated committee membership warrants monitoring for workload effectiveness and specialization .

Overall, McNamara’s audit leadership and financial expertise enhance board effectiveness and investor confidence; equity alignment is present, but the single‑trigger CIC vesting and lack of performance metrics in director awards are governance watch‑items .