| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Directors
On March 16, 2023, AVITA Medical, Inc. (the “Company”) issued a press release announcing the appointment of Cary Vance to its Board of Directors (the “Board”), effective April 1, 2023, to serve until the Company’s 2023 Annual Meeting of Stockholders. The Board has not yet determined to appoint Mr. Vance to any committees of the Board. A copy of the press release is attached hereto as Exhibit 99.1.
The Board has determined that Mr. Vance meets the independence standards adopted by the Board in compliance with Item 407(a) of Regulation S-K. Mr. Vance does not have (i) any arrangement or understanding with any other person pursuant to which he was appointed as a director, or (ii) any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. Vance does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Vance has over 25 years of extensive leadership experience with commercial and operational expertise in the healthcare industry. He is currently the President and Chief Executive Officer of Titan Medical, a position he has held since July 2022. Prior to this appointment, he served as an independent director for Titan Medical’s Board of Directors. Previously, Mr. Vance served as President and CEO of XCath, a privately held neurovascular robotics company, having also served in similar roles at OptiScan Biomedical and Myoscience. Prior to these roles, he served as President and CEO of Hansen Medical, a publicly held robotics company from 2014 to 2016. Additional executive leadership experience includes roles include at Teleflex, Covidien, and GE Healthcare. Mr. Vance holds a Bachelor of Arts degree in Economics and an MBA from Marquette University.
In connection with his appointment to the Board, the Company entered into an Engagement Letter dated March 15, 2023 with Mr. Vance, which provides for Mr. Vance to receive cash in the amount of $70,000 annually, subject to shareholder approval, as consideration for his Board services. To the extent that Mr. Vance is appointed to one or more committees of the Board, additional consideration for his services will be negotiated. Mr. Vance will also receive an initial stock grant equal in value to $210,000 with 30% granted as stock options and 70% granted as restricted stock units, along with an annual equity compensation component equal in value to $105,000 with 30% granted as options and 70% granted as restricted stock units, the foregoing also being subject to shareholder approval.
A copy of Mr. Vance’s Engagement Letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference. In connection with his services on the Board, the Company also entered into an indemnification agreement with Mr. Vance on the Company’s standard form of indemnification agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
