Avita Medical Inc

Proposal 3 asks shareholders to approve increasing the cap on annual cash fees payable to non-executive directors from $750,000 to $900,000. Management seeks this approval to comply with ASX Listing Rule 10.17 and its bylaws and to provide flexibility to attract and retain directors amid market competitive pressures. The board consulted Compensia, an independent compensation advisor, which benchmarked the company against peer U.S. life sciences companies and supported the increase as reasonable. The increase is an enabling measure — it does not guarantee full usage — and is justified by the board on governance and talent attraction grounds. Approval requires a simple majority; abstentions will count against the proposal. The company disclosed historical director equity and cash fees and noted that the current aggregate annualized cash compensation is ~$612,500, well below the proposed cap. A voting exclusion applies to directors and their associates. The board recommends a vote FOR the proposal because it maintains market‑competitive remuneration and preserves the company’s ability to engage qualified non-executive directors without reallocating employee equity pool resources.

Proposal 4 requests shareholder approval under ASX Listing Rule 10.11 for issuance to a related party (director) of equity compensation consisting of 22,214 restricted stock units (RSUs) and 16,133 options, each vesting 12 months after the grant date, with exercise price equal to the closing market price on the grant date and ten‑year term on options. Management presents this as the routine annual director equity grant sized to market — $83,750 in RSUs and $41,250 in options per Compensia analysis — intended to align non-executive director incentives with shareholders and retain experienced directors. The board recommends FOR the grant but discloses that Professor Crowe, as a related party, will abstain in respect of the vote. This proposal is non-routine under broker voting rules, requires majority approval, and includes typical ASX-specific adjustment and change-in-control protections. Investors should weigh the dilution, the pre-approval of related party awards, and whether these awards align with performance and tenure given the single‑time vesting schedule.

Proposal 5 seeks shareholder approval for an equity grant to director Jeremy Curnock Cook consisting of 22,214 RSUs and 16,133 options vesting after 12 months, consistent with the company’s annual director compensation framework. Compensia’s benchmarking informed the award sizes; options have a ten‑year term and exercise price set at the grant date closing price. The board recommends FOR the award, although Mr. Curnock Cook will abstain from voting on his own grant due to related party considerations. The approval is required under ASX Rule 10.11 because directors are related parties; shareholders should consider the incremental dilution and whether single‑time vesting aligns with retention goals.

Proposal 6 requests shareholder approval to grant director Robert McNamara 22,214 RSUs and 16,133 options, consistent with the company’s annual director equity program. Incentives are intended to support retention and alignment with shareholder value; options have a ten‑year term and an exercise price equal to the grant date closing price. The board recommends FOR the proposal but Mr. McNamara will abstain from voting on his own grant. The proposal requires majority approval and implicates ASX related‑party rules; investors should evaluate the dilution and single‑cliff vesting structure relative to long‑term incentive best practices.

Proposal 7 seeks approval to grant 22,214 RSUs and 16,133 options to lead independent director Jan Stern Reed, vesting in 12 months as an annual equity award. The board (excluding Ms. Reed) believes the awards align director incentives with shareholder interests and are market‑based per Compensia’s benchmarking. Ms. Reed will abstain from voting on this proposal due to her personal interest. Shareholders should consider dilution and one‑year cliff vesting when assessing retention incentives and alignment with long‑term performance.

Proposal 8 requests shareholder approval under ASX Listing Rule 10.11 for an initial grant to newly appointed director Dr. Michael Tarnoff of 26,250 RSUs and 19,063 options reflecting a larger initial award to recognize board appointment. Options expire ten years from grant and vest after 12 months. The board recommends approval (excluding Dr. Tarnoff’s abstention). Investors should consider the rationale for a larger initial grant for incoming directors, potential dilution, and whether the single‑cliff vesting appropriately balances retention and alignment incentives.

Proposal 9 is the routine annual director award for Dr. Tarnoff of 22,214 RSUs and 16,133 options vesting after 12 months. Management argues this aligns directors with shareholders and follows Compensia’s recommended market‑based approach. The board recommends FOR the proposal while Dr. Tarnoff abstains. Key considerations for investors include cumulative dilution from director awards and whether one‑year cliff vesting is consistent with effective long‑term retention practices.

Proposal 10 seeks ASX Listing Rule 10.11 approval for an initial equity award to newly appointed director Joseph Woody consisting of 40,547 RSUs and 29,446 options, sized larger than annual grants to reflect initial appointment recognition. Options vest after 12 months and have a ten‑year term with exercise prices set at respective grant dates. The board (excluding Mr. Woody) recommends approval. Investors should weigh the increased initial grant size for a new director against dilution and consider whether vesting terms support long‑term alignment.

Proposal 11 is the routine annual equity grant for director Joseph Woody of 22,214 RSUs and 16,133 options vesting after 12 months. Management frames this as standard director compensation to align interests and retain directors. The board recommends FOR the proposal, excluding Mr. Woody who will abstain. Considerations for shareholders include dilution effects, the cumulative grant levels across directors, and whether the single-cliff vesting promotes long-term engagement.

Proposal 12 is an annual non‑binding advisory “say‑on‑pay” resolution asking shareholders to approve the named executive officers’ compensation as disclosed in the proxy statement. Management argues the program is pay-for-performance, aligned with long-term goals, and was supported by a prior 77% approval in 2025. The vote is advisory, but the Board and Human Capital and Compensation Committee will consider the outcome in future compensation determinations. Investors should assess whether disclosed pay aligns with financial performance and governance norms; the advisory nature means the board retains discretion even if the vote fails, but repeated negative votes typically trigger engagement and potential changes.

Proposal 13 asks shareholders to indicate how often the advisory say‑on‑pay vote should occur (every one, two or three years). The Board recommends an annual vote (one year), citing frequent opportunity for shareholder feedback on executive pay and sufficient time to observe outcomes of compensation changes. This is non‑binding; the Board will consider the result when setting policy. Investors should consider engagement preferences and administrative burden when choosing frequency; annual votes allow ongoing governance dialogue but may increase investor administration costs.

Proposal 14 seeks shareholder approval under ASX Listing Rule 7.1 to issue warrants to Perceptive covering up to 650,000 shares (500,000 initial warrant and 150,000 additional upon drawing Tranche B) as consideration for a $60 million credit facility entered into January 13, 2026. The Board argues that the Credit Agreement provides materially improved loan terms relative to prior debt, reduces restrictive covenants, and supports liquidity; issuance of the Initial Warrant by September 30, 2026 reduces the exit fee to $0. Failure to issue the Initial Warrant by November 30, 2026 would trigger a default under the Credit Agreement. The company quantified potential dilution (~1.6% for initial warrant, additional 0.5% if additional warrant issued) using outstanding shares as of Dec 31, 2025. Approval is recommended to preserve the favorable financing terms and avoid default or fee exposure; shareholders must weigh short‑term dilution against improved liquidity and covenant relief.

Proposal 15 requests shareholder approval (as a special resolution requiring 75% support) under ASX Listing Rule 7.1A to allow the company, as an “eligible entity,” to access an additional 10% placement capacity (on top of the existing 15%) to issue Equity Securities for cash without further shareholder approval during the relevant 12‑month period. The Board states no decision has been made to issue securities but outlines acceptable uses of proceeds (working capital, R&D, sales and marketing, acquisitions) and highlights typical dilution scenarios at various issue prices and share counts. The management argues that the flexibility may facilitate timely capital raises in favorable market conditions; shareholders should consider the potential economic and voting dilution and the board’s allocation policy, and the fact that recipients will not be related parties requiring approval unless otherwise restricted.