AVITA Medical (RCEL) Proxy filing summary

Executive summary

• The annual meeting will be held remotely on June 3, 2026, with voting on 15 proposals, including director elections, auditor ratification, compensation matters, equity grants, and capital structure changes.

• Shareholders of record as of April 9, 2026, and CDI holders as of June 2, 2026, are eligible to vote.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• Forward-looking statements are included, with risks detailed in the latest 10-K.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Grant Thornton LLP as auditor, increasing the non-executive director cash fee pool, granting RSUs and options to directors, advisory votes on executive compensation and its frequency, issuing warrants to Perceptive Credit Holdings, and increasing placement capacity by 10%.

• Board recommends voting FOR all proposals except Proposal 13, where it recommends a frequency of one year for say-on-pay votes.

• Abstentions count as votes against most proposals except director elections.

Board of directors and corporate governance

• Seven directors are nominated, with diverse backgrounds in healthcare, finance, and governance.

• Six directors are independent; the Executive Chairman/Interim CEO is not.

• Board committees (Audit, Human Capital and Compensation, Nominating and Corporate Governance) are fully independent and meet regularly.

• The Lead Independent Director role provides independent oversight.

• The board values diversity, with 33% female non-executive directors.