Cary Vance becomes AVITA Medical (NASDAQ: RCEL) CEO as Board elevates Jan Stern Reed to Chair
Rhea-AI Filing Summary
AVITA Medical, Inc. appointed longtime healthcare executive Cary Vance as President and Chief Executive Officer, effective April 30, 2026, after serving as Interim CEO since October 2025. He remains on the Board as an executive director, while Jan Stern Reed has been elected Chair of the Board.
Under a new employment agreement, Mr. Vance receives a base salary of $702,000, an annual bonus target of 80% of salary, and equity awards with cash values of $2,529,000 and $825,000, subject to shareholder approval at the 2027 Annual Meeting. The equity vests over three years in equal annual installments.
If the company terminates him without cause or he resigns for good reason, Mr. Vance is eligible for severance equal to a prorated annual bonus, 18 months of base salary, and 18 months of COBRA premium reimbursement, conditioned on signing a release. The company also confirmed these governance changes in an accompanying press release.
Positive
- None.
Negative
- None.
Insights
AVITA confirms its interim CEO as permanent leader with a standard mid-cap style package.
AVITA Medical is converting interim leadership into a permanent structure by naming Cary Vance CEO and Jan Stern Reed Board Chair. This formalizes an arrangement that has been in place since late 2025, signaling continuity rather than a sudden shift.
The compensation package combines a $702,000 base salary, a bonus target at 80% of salary, and equity awards totaled at cash values of $2,529,000 and $825,000, vesting over three years and subject to shareholder approval at the 2027 annual meeting. This structure ties a substantial portion of pay to long-term performance and stock price.
Severance protection of 18 months’ salary plus COBRA reimbursement in a termination without cause or for good reason is relatively typical for a CEO role. Actual impact on the business will depend on how Mr. Vance executes the strategy described in upcoming disclosures, including the first quarter 2026 earnings call.
8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
Good Reason financial
Regulation FD regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointments of President and Chief Executive Officer and Chair of the Board of Directors.
On April 29, 2026, the Board of Directors (the “Board”) of AVITA Medical, Inc (the "Company") appointed Cary Vance as President and Chief Executive Officer ("CEO"), effective April 30, 2026 (the “Effective Date”). Mr. Vance will continue to serve as an executive member of the Board, while the Board appointed Jan Stern Reed as Chair of the Board while simultaneously terminating the Lead Independent Director position that she had been serving since October 2025.
Mr. Vance, age 60, has served as a Director of the Company since April 2023, as Chairman of the Board from August 2025 to October 2025, and as Interim CEO and Executive Chairman of the Board since October 2025. Upon his appointment as Interim CEO, Mr. Vance stepped down from serving as a member of both the Audit and Nominating and Corporate Governance Committees of the Board, and as Chair of the Human Capital and Compensation Committee.
Mr. Vance has 30 years of leadership experience with commercial and operational expertise in the healthcare industry. He was most recently the President and Chief Executive Officer of PhotoniCare, Inc., a medical technology company developing diagnostic imaging solutions for otolaryngology. Prior to this appointment, he was President and Chief Executive Officer of Titan Medical Inc., a medical-device company based in Canada focused on robotic-assisted surgery, and also served as an independent director on Titan Medical’s Board of Directors until November 2024. Previously, Mr. Vance served as President and Chief Executive Officer of XCath, Inc., a privately held neurovascular robotics company developing catheter-based navigation systems. Mr. Vance held similar leadership roles at OptiScan Biomedical Corporation, a developer of continuous bedside glucose-monitoring technology for critical-care settings; MyoScience, Inc., a medical device company; and Hansen Medical, Inc., a robotics-based intravascular surgery company. Earlier in his career, he held global executive leadership roles at Teleflex Incorporated, a diversified provider of medical technologies; Covidien plc, a global healthcare products company (now part of Medtronic plc); and GE HealthCare Technologies Inc., a leading provider of medical imaging, diagnostics, and digital-health solutions. Mr. Vance is NACD-certified and Lean/Six Sigma Black Belt Certified, and holds both a Bachelor of Arts degree in Economics and an MBA from Marquette University.
There are no arrangements or understandings between Mr. Vance and any other persons pursuant to which he was appointed as an officer of the Company, and there are no family relationships between him and any director of the Board or executive officer of the Company. Mr. Vance has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Vance Employment Agreement
In connection with this appointment, Mr. Vance and the Company entered into an Employment Agreement dated the Effective Date (the “Employment Agreement”). The Employment Agreement provides for an annual base salary of $702,000 (subject to annual review) for an initial term of three years with automatic one-year extensions. Pursuant to the Employment Agreement, Mr. Vance is eligible to receive an equity grant comprised of 50% restricted stock units (“RSUs”) and 50% stock options with an aggregate cash value of $2,529,000, as well as an award of RSUs with a cash value of $825,000; both equity awards are subject to both Mr. Vance’s continued service and approval of the Company’s stockholders at its next Annual Meeting of Stockholders in 2027 (the “2027 ASM”). Such RSUs and stock options will vest over a three-year period in equal annual installments, with the first 1/3 to vest immediately upon approval by the Company’s stockholders at the 2027 ASM. Additionally, Mr. Vance will have an annual target bonus opportunity equal to 80% of his base salary based on the achievement of individual and Company performance goals established by the Board. The Employment Agreement also provides that Mr. Vance is entitled to participate in all employee benefit plans and programs generally available to similarly situated employees of the Company.
The Company may terminate Mr. Vance’s employment at any time without cause, effective upon delivery to Mr. Vance of written notice of such termination and payment of all monies owed in accordance with the Employment Agreement. In the event of a termination without Cause by the Company or a termination for Good Reason by Mr. Vance (as those capitalized terms are defined in the Employment Agreement), Mr. Vance is eligible for severance benefits consisting of (i) his annual bonus, prorated for the number of days Mr. Vance worked in the fiscal year upon which his employment terminated, (ii) eighteen months of base salary and (iii) eighteen months of reimbursement for COBRA premiums, should Mr. Vance timely and properly elect such continuation benefits, in accordance with the Employment Agreement. Receipt of these severance benefits is subject to Mr. Vance’s execution, delivery to the Company, and non-revocation of a release of claims within sixty (60) days following the date of any termination of employment.
The foregoing description of the Employment Agreement for Mr. Vance is not complete and is subject to, and qualified in its entirety by, the terms of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Also on the Effective Date, the Board appointed Jan Stern Reed as the Chair of the Board of Directors, effective immediately.
Item 7.01. Regulation FD Disclosure.
On April 30, 2026, the Company issued a press release announcing the appointments of Mr. Vance and Ms. Reed, as described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information set forth in this Item 7.01, as well as in Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit No. |
|
Description of Exhibit |
|
|
|
10.1 |
|
Executive Employment Agreement between the registrant and Cary Vance dated April 30, 2026 |
|
|
|
99.1 |
|
Press release, dated April 30, 2026, issued by AVITA Medical, Inc. |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
AVITA Medical, Inc. |
|
|
|
|
Date: |
May 1, 2026 |
By: |
/s/ David O'Toole |
|
|
|
David O'Toole |
Exhibit 99.1
AVITA Medical Names Cary Vance as Chief Executive Officer
VALENCIA, Calif., April 30, 2026 — AVITA Medical®, Inc. (NASDAQ: RCEL, ASX: AVH), a leading therapeutic acute wound care company, today announced that its Board of Directors has appointed Cary Vance as President and Chief Executive Officer, effective immediately. The Board of Directors has also appointed Jan Stern Reed as its Chair, effective immediately. Mr. Vance, who has served as Interim CEO since October 2025, will continue to serve on the Board as an executive member.
“Following a thorough search process conducted in coordination with a top-tier, international executive search firm, the Board unanimously concluded that Cary is the right leader to serve as CEO on a permanent basis,” said Jan Stern Reed, the newly appointed Chair of the AVITA Medical Board of Directors. “Over the past six months, Cary has demonstrated decisive leadership at a critical time for the Company, stabilizing the business, sharpening our strategic focus, and rebuilding confidence and enthusiasm with employees, customers, and shareholders. His deep industry experience, operational discipline, and thorough understanding of the business position him well as he continues to lead the Company into an exciting growth period.”
“It has been a privilege to serve as Interim Chief Executive Officer, and I’m honored and excited to continue in the role on a permanent basis. Over the past several months, I’ve spent time with clinicians at meetings such as Boswick and the American Burn Association, as well as in leading burn and trauma centers. The feedback has been consistent: our products are driving clinically validated improvements in patient outcomes and meaningfully improving recovery,” said Mr. Vance. “We are building real momentum at AVITA. Our focus is on scaling adoption, supporting more clinicians in delivering better outcomes, and then translating that momentum into consistent performance. I look forward to continuing to work closely with our team, and with Jan and the rest of the Board, as we realize the full potential of our acute wound care platform.”
“Jan is a highly experienced independent director who has served on the Board since 2021, having most recently served as the Board’s Lead Independent Director since October,” added Dr. Michael Tarnoff, the Chair of the Board’s Human Capital and Compensation Committee. “As Board Chair, she will continue to work closely with Cary and the rest of the Board to support AVITA Medical’s strategic priorities and continued growth.”
About Cary Vance
Cary Vance has served on the AVITA Medical Board of Directors since 2023 and was previously appointed Chairman in 2025. He is an accomplished healthcare executive with 30 years of experience driving value creation and commercializing innovative medical technologies. Mr. Vance has previously served as President and Chief Executive Officer of several companies, including PhotoniCare, Inc., Titan Medical Inc., OptiScan
Biomedical, MyoScience, Hansen Medical, and XCath. Earlier in his career, he held senior leadership roles at Teleflex, Covidien, and GE HealthCare.
About Jan Stern Reed
Jan Stern Reed has served on the AVITA Medical Board since 2021 and brings over 35 years of legal and business management experience in the healthcare industry, both as an executive leader and board member. Ms. Reed served as the Board’s Lead Independent Director since October 2025, a role that the Board discontinued simultaneously with her appointment to the independent Chair position.
Date for First Quarter 2026 Earnings Call
As previously announced, the Company will host a conference call and Q&A to discuss its first quarter 2026 earnings results on Thursday, May 14, 2026. AVITA Medical will host a conference call and webcast that day at 1:30 p.m. Pacific Time (Friday, May 15, 2026, at 6:30 a.m. Australian Eastern Standard Time). Details can be found on the Company website at: https://ir.avitamedical.com/events-and-presentations.
About AVITA Medical, Inc.
AVITA Medical® is a leading therapeutic acute wound care company delivering transformative solutions. Our technologies are designed to optimize wound healing, effectively accelerating the time to patient recovery. At the forefront of our platform is RECELL®, approved by the FDA for the treatment of thermal burn and trauma wounds. RECELL harnesses the healing properties of a patient’s own skin to create Spray-On Skin™, offering an innovative solution for improved clinical outcomes at the point-of-care. In the U.S., AVITA Medical also holds the exclusive rights to market, sell, and distribute Cohealyx®, an AVITA Medical-branded collagen-based dermal matrix, and the exclusive rights to manufacture, market, sell, and distribute PermeaDerm®, a biosynthetic wound matrix.
In international markets, RECELL is approved to promote skin healing in a wide range of applications, including thermal burn and trauma wounds. RECELL and RECELL GO® are CE-marked in Europe and have TGA certification in Australia; RECELL is PMDA-approved in Japan.
To learn more, visit www.avitamedical.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements generally may be identified by the use of words such as “expect,” “potential,” “valued,” “will,” “would,” and similar words or expressions, and the use of future dates. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation: industry market conditions; failure to obtain and/or maintain regulatory approvals and comply with applicable regulations; supply chain disruptions that could affect our ability to manufacture our products; market reaction to growth or product initiatives; market penetration of our products; changes in the legal or regulatory environments; and other business effects, including the effects of industry, as well as other economic or political conditions outside of the Company’s control. Any forward-looking statements made herein are made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any of these statements, except as required by law. For additional information and other important factors that may cause
2
actual results to differ materially from forward-looking statements, please see the “Risk Factors” section of the Company’s latest Annual Report on Form 10-K and other publicly available filings for a discussion of these and other risks and uncertainties.
Investor & Media Contact:
Ben Atkins
Phone +1-805 341 1571
investor@avitamedical.com | media@avitamedical.com
Authorized for release by the Chief Financial Officer of AVITA Medical, Inc.
©2026 AVITA Medical. AVITA Medical®, the AVITA Medical logo, Cohealyx®, RECELL®, RECELL GO®, and Spray-On SkinTM Cells are trademarks of AVITA Medical. PermeaDerm® is a registered trademark owned by Stedical Scientific, Inc. All other trademarks are the properties of their respective owners.
3