UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AVITA MEDICAL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

To the Security Holders of

AVITA MEDICAL, INC.

Re: 20222023 Annual Meeting of Stockholders

Dear Security Holders,Stockholders,

You are cordially invited to attend AVITA Medical, Inc.’s (the “Company”) 2022the Annual Meeting of Stockholders which is being(the “Annual Meeting”) of AVITA Medical, Inc. (the “Company”). The Annual Meeting will be held virtually on December 12, 2022,June 6, 2023, at 2:3:00 pmp.m. Pacific StandardDaylight Time (being December 13, 2022,June 7, 2023, at 9:8:00 ama.m. Australian Eastern DaylightStandard Time).

The Company’s 2022 Annual Meeting is being held by way of via a virtual meeting conducted via live audio webcast with an online voting platform at meetnow.global/MRZS45W.MD7TYY7. You will not be able to attend the meeting at a physical location.

All holders of the Company’s shares of common stock (“Common Stock”) and CHESS Depositary Interests (“CDIs”) as of 5:00 p.m. on April 13, 2023 (Pacific Daylight Time) (being 10:00 a.m. on April 14, 2023 (Australian Eastern Standard Time)) (the “Record Date”) are invitedentitled to attendreceive notice of, and to vote at, the 2022Annual Meeting. The formal Notice of the Annual Meeting virtually by visitingfollows on the online platformnext page. Details regarding the business to be conducted at meetnow.global/MRZS45W.the Annual Meeting are described in the accompanying Notice of Annual Meeting and Proxy Statement.

Holders of Common Stock will be able tomay vote their Common Stockduring the Annual Meeting via the online voting platform and also submit questions. Holders of CDIs will not be able to vote during the Annual Meeting via the online voting platform but will be able to asksubmit questions virtually. Holders of CDIs can, however, direct CHESS Depositary Nominees Pty Ltd (“CDN”) to vote the Common Stock underlying their CDIs. Further details regarding how holders of Common Stock and CDIs can vote are set out in this Proxy Statement.

The formal Notice of the Annual Meeting follows on the next page. Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

The Company hopes that all holders of the Company’s Common Stock and CDIs will be able to attend the Annual Meeting virtually. Whether or notAdditionally, you expect to virtually attend the Annual Meeting, you are urged to vote or submit your proxy card or CDI Voting Instruction Form as soon as possible after you have finished reading the Notice of Annual Meeting and Proxy Statement so that your shares of Common Stock (or shares of Common Stock underlying your CDIs) can be voted at the Annual Meeting in accordance with your instructions.

You may vote your shares of Common Stock (or direct CDN to vote for you if you hold your shares of Common Stock in the form of CDIs)or CDIs by following the instructions on the enclosed proxy card or CDI Voting Instruction Form (as applicable). If you hold your shares of Common Stock through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them as to how to vote your shares of Common Stock. Further details regarding how holders of Common Stock and CDIs can vote are set out in this Proxy Statement.

PleaseYour vote sign,is extremely important. The Company hopes that all eligible holders of its Common Stock and returnCDIs participate in the enclosedAnnual Meeting virtually. Whether or not you plan to attend the virtual Annual Meeting, you are urged to promptly vote or submit your proxy card or CDI Voting Instruction Form (as applicable) as soon as possible whether or not you plan to virtually attendso that your shares of Common Stock (or shares of Common Stock underlying your CDIs) will be represented and voted at the Annual Meeting. Your vote is important.Meeting in accordance with your instructions.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 12, 2022JUNE 6, 2023, AT 2:3:00 PM (PACIFICPACIFIC DAYLIGHT TIME (BEING

JUNE 7, 2023 AT 8:00 AM AUSTRALIAN EASTERN STANDARD TIME) (BEING

DECEMBER 13, 2022 AT 9:00 AM (AUSTRALIAN EASTERN DAYLIGHT TIME (“AEDT”))

To the Stockholders of

AVITA MEDICAL, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of AVITA Medical, Inc. (the “Company”), a Delaware corporation, will be held on December 12, 2022,June 6, 2023, at 2:3:00 pmp.m. Pacific StandardDaylight Time (being December 13, 2022,June 7, 2023, at 9:8:00 ama.m. Australian Eastern Daylight Time (“AEDT”))Standard Time), by way of a virtual meeting conducted via live webcast with an online voting platform at meetnow.global/MRZS45WMD7TYY7 for the following purposes:

The Board of Directors has fixed 5:00 p.m. on October 19, 2022 (Pacific Daylight Time) on April 13, 2023 (being 11:10:00 a.m. AEST on October 20, 2022 (AEDT))April 14, 2023) as the record date for the Annual Meeting and only record holders of shares of the Company’s common stockCommon Stock at that time will be entitled to receive notice of, and to electronically vote at, the Annual Meeting or any adjournment or adjournments thereof. Holders of CDIs of the Company at that time will be entitled to receive notice of, and to virtually attend (but not vote at), the Annual Meeting or any adjournment or adjournments thereof. This Proxy Statement and the accompanying proxy and CDI Voting Instruction Form will beare being mailed on or about October 25, 2022.April 18, 2023.

Valencia, CA October 18, 2022April 14, 2023

IMPORTANT

THE 20222023 ANNUAL MEETING WILL BE HELD BY WAY OF A VIRTUAL MEETING CONDUCTED VIA LIVE WEBCAST. IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE RESOLUTIONS INCLUDED ON THE ENCLOSED PROXY CARD OR CDI VOTING INSTRUCTION FORM (AS APPLICABLE) AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES (IN RELATION TO THE PROXY CARD) AND WHICH REQUIRES NO POSTAGE IF MAILED IN AUSTRALIA (IN RELATION TO THE CDI VOTING INSTRUCTION FORM). HOLDERS OF THE COMPANY’S COMMON STOCK MAY ALSO VOTE AT THE MEETING VIRTUALLY BY THE ONLINE VOTING PLATFORM. HOLDERS OF CDIS WILL NOT BE ABLE TO VOTE DURING THE ANNUAL MEETING VIA THE ONLINE VOTING PLATFORM, HOWEVER HOLDERS OF CDIS

CAN DIRECT CHESS DEPOSITARY NOMINEES PTY LTD TO VOTE THE COMMON STOCK UNDERLYING THEIR CDIS AT THE ANNUAL MEETING BY COMPLETING THE CDI VOTING INSTRUCTION FORM.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON DECEMBER 12, 2022,JUNE 6, 2023, AT 2:3:00 PMP.M. (PACIFIC STANDARDDAYLIGHT TIME) (BEING DECEMBER 13, 2022,JUNE 7, 2023, AT 9:8:00 AM (AEDT)):A.M. AUSTRALIAN EASTERN STANDARD TIME)

The Notice of Annual Meeting of Stockholders, Proxy Statement and the Annual Report to Stockholders are available on the following website: http://www.edocumentview.com/RCEL

TABLE OF CONTENTS

AVITA MEDICAL, INC.

28159 Avenue Stanford, Suite 220

Valencia, CA 91355

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

to be held on December 12, 2022,June 6, 2023, at 2:3:00 pmp.m. (Pacific StandardDaylight Time)

(being December 13, 2022,June 7, 2023, at 9:8:00 ama.m. (Australian Eastern DaylightStandard Time (“AEDT”AEST”))

SOLICITATION OF PROXY

The accompanying proxy is solicited on behalf of the board of directors (the “Board of Directors”) of AVITA Medical, Inc., a Delaware corporation (“AVITA” or the “Company”), for use at the annual meeting of stockholders of the Company (the “Annual Meeting”) to be held on June 6, 2023, at 2:3:00 pmp.m. Pacific Daylight Time (being June 7, 2023, at 8:00 a.m. Australian Eastern Standard Time on December 12, 2022 (being 9:00 am AEDT on December 13, 2022)Time) by way of a virtual meeting conducted via live webcast with an online voting platform at meetnow.global/MRZS45.MD7TYY7. This Proxy Statement contains information about the matters to be considered at the meeting or any adjournments or postponements of the meeting. In addition to mail, proxies may be solicited in person or by personal interview, telephone, or telegraphfacsimile and email by ourthe Company’s directors, officers and regular employees, without additional compensation. WeThe Company will bear the cost of solicitation of proxies. Brokerage houses, banks and other custodians, nominees and fiduciaries will be reimbursed for out-of-pocket and reasonable expenses incurred in forwarding proxies and proxy statements.

As announced in December 2021, the Company changed its fiscal year from June 30 to December 31. As a result of this change, the Company reported a six-month Transition Period. The Transition Period is from July 1, 2021 to December 31, 2021. As a result of the change from fiscal year to calendar year, the proposals contained in the Annual Meeting will, where applicable, relate to the period ending December 31, 2022.

The Board of Directors has set 5:00 pmp.m. Pacific Daylight Time on October 19, 2022April 13, 2023 (being 11:10:00 am AEDTa.m. AEST on October 20 2022)April 14, 2023) as the record date (the “Record Date”) to determine those holders of record of Common Stock par value US$0.0001, who are entitled to notice of, and to electronically vote at, the Annual Meeting and those holders of CHESS Depositary Interests (“CDIs”) (representing the underlying shares of Common Stock) who are entitled to notice of, and to virtually attend (but not vote at), the Annual Meeting. Each share of Common Stock (including the underlying shares of Common Stock represented by CDIs, with five CDIs representing one share of Common Stock) entitles its owner to one vote. On the Record Date, there were 25,030,90225,327,761 shares of Common Stock outstanding (including the underlying shares of Common Stock represented byunderlying CDIs). On or about October 25, 2022,April 18, 2023, this Proxy Statement, the proxy card (the “Proxy Card” or “Proxy”) and the CDI Voting Instruction Form (as applicable) are being mailed to stockholders and CDI holders of record as of the Record Date.

IMPORTANT: To ensure that your shares of Common Stock are represented at the Annual Meeting, please vote your shares of Common Stock (or, for CDI holders, direct CHESS Depositary Nominees Pty Ltd (“CDN”) to vote your CDIs) via marking, signing, dating, and returning the enclosed Proxy Card or CDI Voting Instruction Form (as applicable) to the address specified. If you attend the virtual Annual Meeting, you may vote via the online platform at meetnow.global/MRZS45W-MD7TYY7 if you qualify to do so, even if you have previously voted your shares of Common Stock, except that CDI holders may only instruct CDN to vote on their behalf by completing and signing the CDI Voting Instruction Form and may not electronically vote during the virtual Annual Meeting.

ABOUT THE MEETING

What is being considered at the meeting?

You will be voting on the following:

Who is entitled to vote at the meeting?

You may vote if you owned Common Stock (including Common Stock represented by CDIs)or CDIs on the Record Date. Each share of Common Stock is entitled to one vote. Each CDI holder is entitled to direct CDN to vote one vote for every five CDIs held by such holder on the Record Date.

What does it mean to be a stockholder of record?

If, on the Record Date, your shares of Common Stock were registered directly in your name with the Company’s transfer agent, Computershare, then you are a “stockholder of record.” As a stockholder of record, you are entitled to vote on all matters to be voted on at the Annual Meeting. Whether or not you plan to attend the annual meeting online, the Company urges you to vote by the internet at meetnow.global/MD7TYY7, by telephone, or (if you are reviewing a paper copy of this proxy statement) to fill out and return the proxy card that was included with the proxy statement, to ensure your vote is counted.

What does it mean to beneficially own shares in “street name?”

If, on the Record Date, your shares of Common Stock were held in an account at a broker, bank, or other financial institution (the Company will refer to those organizations collectively as a “broker”), then you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker. The broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker on how to vote the shares in your account. The information you receive from the broker will include instructions on how to vote your shares. In addition, you may request paper copies of the Proxy Statement and voting instructions by following the instructions on the notice provided by your broker.

Your broker is not permitted to vote on your behalf on any matter to be considered at the Annual Meeting (other than ratifying the Company’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm) unless you specifically vote in accordance with the instructions provided by your broker. The Company encourages you to communicate your voting decisions to your broker before the deadlines described elsewhere in this proxy statement to ensure that your vote will be counted.

What does it mean to be a holder of CDIs?

CDIs are issued by the Company through CDN and traded on the Australian Securities Exchange (the “ASX”). If you own the Company’s CDIs, then you are the beneficial owner of one share of Common Stock for

Alternatively, CDI holders can inform CDN via the CDI Voting Instruction Form that they wish to nominate themselves or another person (including the Chair of the Annual Meeting) to be appointed as CDN’s proxy for the purposes of virtually attending and voting at the Annual Meeting. Holders of CDIs must comply with the instructions above if they wish to have their votes cast at the Annual Meeting.

If possible, we recommendthe Company recommends that you contact your broker and/or ourthe Company’s transfer agent to consolidate as many accounts as possible under the same name and address. OurThe Company’s transfer agent in the United States is Computershare Limited. Computershare Limited’s telephone number is 800-736-3001. OurThe Company’s transfer agent in Australia is Computershare Australia. Computershare Australia’s telephone number is +61 39415 4000 (for overseas callers) or 1300 850 505 (for calls within Australia).

What vote is required to approve each item?

The affirmative vote ofDirectors are elected by a plurality of the votes cast at the Annual Meeting is required for the approval of the election of directors and the affirmative vote of the holders of a majority in voting power of the votes castshares of stock of the Company which are present in person or by proxy and entitled to vote thereon is required for (i) the ratification of the appointment of ourthe Company’s independent public accountants; (ii) the approval of the grant of restricted stock units and options to each non-executive director; and (iii) the approval of the grant options to the Company’s President and CEO. ApprovalCEO; (iv) the approval for the Plan Amendment; (v) the approval of the amendment of our Certificate of IncorporationEmployee Stock Purchase Plan; and our Bylaws to reduce(vi) the quorum requirement for stockholder meetings requires the majorityapproval of the voting power ofcompensation paid to the stock of the Company entitled to vote thereon to vote in favor of the proposal. The advisory vote to approveCompany’s named executive compensation will be approved,officers on a non-binding, advisory basis, on the affirmative vote of a majority of the votes cast at the Annual Meeting.basis.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. In accordance with the requirements of ASX Listing Rule 3.13.2, the Company will disclose to ASX the voting results of the Annual Meeting immediately after the meeting. The Company will also report the results on a current reportCurrent Report on Form 8-K filed with the U.S. Securities and Exchange Commission.Commission within four business days following the Annual Meeting.

Who pays for solicitation of proxies?

The Company is paying the cost of soliciting proxies and will reimbursemay request a proxy solicitor, brokerage firms and other custodians, nominees and fiduciaries to secure the voting instructions of holders of Common Stock and CDIs, in which case the Company will reimburse such persons for their reasonable out-of-pocket and reasonable expenses for sending proxy materials to stockholdersholders and obtaining their votes. In addition to soliciting the proxies by mail, certain of ourthe Company’s directors, officers and regular employees, without compensation, may solicit proxies personally or by telephone, facsimile and email. In connection with the foregoing, the Company has retained Okapi Partners LLC to solicit proxies on its behalf for the Annual Meeting. We haveThe Company has agreed to pay to Okapi Partners, LLC a fee of approximately $25,000. In Australia, the Company has engaged Georgeson Shareholder Communications Australia Pty Ltd. to solicit proxies from holders of CDIs. We haveThe Company has agreed to pay Georgeson Shareholder Communications Australia Pty Ltd. a fee of approximately $48,000.

How can I submit a proposal for the 20232024 annual meeting of stockholders?

Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials.Stockholder proposals, including a nominationany nominee for election to the Board of Directors, to be considered for inclusion in the proxy statement and form of proxy relating to the 20232024 annual meeting of stockholders must be received by June 26,December 18, 2023. In addition, all proposals will need to comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials.materials, as well as include the information required by the Company’s Bylaws. Stockholder proposals must be delivered to the Company’s Secretary at 28159 Avenue Stanford, Suite 220, Valencia, California, 91355.

close of business on March 3, 2024. In addition, your notice must set forth the information required by ourthe Company’s Bylaws with respect to each director nomination or other proposal that you intend to present at the 20232024 annual meeting of stockholders.

Universal Proxy Requirements.In addition to satisfying the foregoing requirements under ourthe Company’s Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than October 12, 2023, or a reasonable time before the Company begins to print and send its proxy materials.

Do we currently have, or do we intend to submit for stockholder approval, any anti-takeover device?

Our Certificate of Incorporation, Bylaws and other corporate documents do not have any provisions that contain material anti-takeover aspects. We have no plans or proposals to submit any other amendments to our Certificate of Incorporation or Bylaws, or other measures in the future, that have anti-takeover effects.

Could emerging developments regarding the coronavirus — or COVID-19 — affect our ability to hold an in-person annual meeting?

We are continuing to monitor the impact of the COVID-19 pandemic on our employees, customers, and on the markets in which we operate. The ultimate extent of the impact of the COVID-19 pandemic on us, including the discovery and spread of existing and future contagious variants to COVID-19, remains highly uncertain and will depend on future developments and factors that continue to evolve. These factors, among others include the widespread vaccination of populations including recently approved booster regimens, especially in the U.S. and improvements in treatments and therapeutics for those with COVID-19, which are outside of our control, and could exist for an extended period of time even after the pandemic might end. Further imposition of quarantines, shelter-in-place and similar government orders which are outside of our control could impact the manner in which we hold our meeting virtually. Accordingly, the Company has chosen to hold a virtual Annual Meeting so that security holders can attend the meeting via live webcast with an online voting platform at meetnow.global/MRZS45W.

To attend and participate in the Annual Meeting virtually, securityholders of record will need to access the live audio webcast of the meeting. To do so, please visit meetnow.global/MRZS45W and use the 16-digit Control Number provided in the Notice of Annual Meeting to log in to this website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. Holders of the Company’s CDIs may attend the Annual Meeting virtually by logging into meetnow.global/MRZS45W as a visitor / guest to access the live audio webcast of the meeting. We encourage security holders to log in to this website and access the webcast before the virtual Annual Meeting’s start time if they are attending the Annual Meeting virtually.April 3, 2024.

Proposal No. 1

ELECTION OF DIRECTORS

OurThe Company’s Board of Directors has one class of directors, with each director elected annually in accordance with the Company’s Bylaws for a term of one year in accordance with our Bylaws.or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Unless specified to be voted otherwise, the persons named in the accompanying Proxy will vote for the election of the following persons as directors, all of whom are presently members of the Board of Directors, to hold office for the terms set forth below or until their respective successors have been elected and qualified. TheEach of the nominees havehas consented to serve as directorsa director if elected.

Dr. Michael Perry, a non-executive director of the Company and the Company’s former President and Chief Executive Officer, will not be standing for re-election at the Annual Meeting and will therefore cease to be a director of the Company with effect from the date of the Annual Meeting.

The Board of Directors recommends that you electvote for the nominees identified below.

Business Experience

LouisLou Panacciohas served as Non-Executive Chairman of the Board of Directors since July 2014. Mr. Panaccio is a successful healthcare businessman with extensive experience leading companies from concept to commercialization. Mr. Panaccio possesses more than 3035 years of executive leadership experience in healthcare services and life sciences, including more than 2025 years of board-level experience. Mr. Panaccio is currently a Non-Executive Director of ASX50 company and one of the world’s largest medical diagnostics companies, Sonic Healthcare Limited, where he has served since 2005. In addition, Mr. Panaccio is Non-Executive Director of Unison Housing Limited, was a Non-Executive Chairman of Genera Biosystems Limited until June 2019, is a Non-Executive Chairman of Adherium Limited and was a Non-Executive Director of Rhythm Biosciences Limited, aboth of which are publicly listed (ASX) development-stage medical diagnostics company.diagnostics/devices companies. We believe Mr. Panaccio is qualified to serve on our Board of Directors based on his extensive experience in the healthcare services and life sciences sectors and his experience in serving on boards.

James Corbett was appointed as President and CEO of the Company effective as of September 28, 2022. Mr. Corbett served as a Non-Executive Director from July 2021 to September 28, 2022. He has approximately 40 years of leadership experience in the medical device field, most recently, as CEO of CathWorks Ltd., a software-based medical technology company. Mr. Corbett has extensive global commercial and operating experience, serving as an expatriate General Manager of Baxter Japan and later as General Manager and President of Scimed Life Systems Inc. and Boston Scientific International respectively. During his career he has served as CEO of three publicly listed companies:companies; Microtherapeutics Inc (MTIX), ev3 Inc (evvv) and, Alphatec Spine (ATEC). Mr. Corbett has also led two privately funded companies as CEO: Home Diagnostics Inc. and Vertos Medical. Mr. Corbett has extensive capital marketsmarket and governance experience from both public and private environments. Mr. Corbett holds a Bachelor of Science in Business Administration from the University of Kansas. Mr. Corbett is a board member of two privately held medical device companies. We believe Mr. Corbett is qualified to serve on our Boardboard of Directorsdirectors based on his considerableglobal commercial and operating expertise in the life sciences sector.supporting companies with their medical and scientific strategies.

Jeremy Curnock Cookhas served as a Non-Executive Director since October 2012. He is a veteran in the life sciences/healthcare industry and has been actively supporting the commercialization of healthcare innovations and helping entrepreneurs build their international businesses over the past 45 years. Founder and Managing Director of BioScience Managers, JeremyMr. Curnock Cook brings his decades of international experience to our Board of Directors. Over his career, Mr. Curnock Cook has successfully managed in excess of US $1billion$1 billion in equity investments. He launched the first dedicated biotechnology fund for the Australian market and is a former head of the life science private equity team at Rothschild Asset Management, an early pioneer and significant investor in the sector. In his early career he founded the International Biochemicals Group which he successfully sold to Royal Dutch Shell. HeMr. Curnock Cook co-created a European-focused seed fund with Johnson & Johnson and built the International Biotechnology Trust. HeMr. Curnock Cook has served on more than 40 boards of directors in the life science sector in the UK, Europe, USA, Canada, Japan and Australia. In addition to serving on our Board of Directors, JeremyMr. Curnock Cook currently serves on the following boards: International BioScience Managers Ltd appointed March 2000, Bioscience Managers Pty Ltd appointed January 2003, REX Bionics Pty Ltd appointed February 2012, Sea Dragon appointed October 2012, Smart Matrix Ltd appointed February 2013, Adherium Ltd appointed April 2015, Bioscience Managers UK Ltd appointed August 2017, CriLMarine Department Ltd, appointed January 2019, JLCC Ltd appointed December 2019, CRiL appointed November 2020 and Humanetix Ltd appointed September 2021. We believe Mr. Curnock Cook is qualified to serve on our Board of Directors based on his extensive experience in the life sciences sector.

Professor Suzanne Crowe AOhas served as a Non-Executive Director since January 2016. Australian-based, she is a physician-scientist and ASX/Nasdaq-listed company director with expertise in supporting companies with their medical and scientific strategies. A Fellow of the Australian Institute of Company Directors, and Emeritus Professor, Monash University Melbourne, she is currently aNon-Executive Director of St Vincent’s Health Australia Ltd, the country’s largest not-for-profit health and aged care provider, and Non-Executive Director of Sonic Healthcare Ltd, a large global medical diagnosticdiagnostics company. She was appointed Emeritus Professor, Monash University, Melbourne in 2020.Past board positions include St Vincent’s Health Australia Ltd (2012-2021), the country’s largest not-for-profit health and aged care provider. After 35 years at both, she has recently retired from the Burnet Institute, having served as Associate Director Clinical Research, and the university-affiliatedThe Alfred Hospital Melbourne, where she held the appointment of Senior Specialist Physician in Infectious Diseases. She was appointed as Officer of the Order of Australia in June 2020 in recognition of her distinguished services to health, clinical governance, biomedical research, and education. She has medical and MD degrees from Monash University, an internal medicine specialist qualification in Infectious Diseases from the Royal Australasian College of Physicians, and a Diploma in Medical Laboratory Technology from the Royal Melbourne Institute of Technology. We believe Professor Crowe is qualified to serve on our Board of Directors based on her technical experience and extensive expertise in supporting companies with their medical and scientific strategies.

Jan Stern Reedhas served as a Non-Executive Director since July 2021. She has more than 35 years of legal, management and business leadership experience primarily within the healthcare industry, and brings significant expertise in corporate governance, compliance, and risk management. Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary at Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing company. Prior to Walgreens, Ms. Reed was Executive Vice President, Human Resources, General Counsel and Corporate Secretary of Solo Cup Company, where she was responsible for the legal, human resources, internal audit, corporate communications, and compliance functions. Prior to Solo Cup Company, she was Associate General Counsel, Corporate Secretary and Chief Corporate Governance Officer at Baxter International, Inc. Ms. Reed holds a Bachelor of Arts degree from the University of Michigan and a Juris Doctor from the Northwestern University Pritzker School of Law. Ms. Reed currently serves as a board member of Stepan Co. (NYSE:SCL), a major manufacturer of specialty and intermediate chemicals used in a broad range of industries, and AngioDynamics, Inc. (NASDAQ: ANGO), an industry-leading and transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer treatment options, and improving quality of life for patients. We believe Ms. Reed is qualified to serve on our Board of Directors based on her extensive experience in legal, human resources, corporate governance, general management and business leadership, primarily within the healthcare industry.

Robert McNamara is a director nominee and appointed to serve as a Non-Executive Director effective April 1, 2023. He is an accomplished senior executive with over 25 years of leadership experience in public and privately held companies in the medical device and technology industries. His extensive experience in operations and

financial management spans across early stage, high growth, and mature companies. He is currently a member of the Board of Directors and Chair of Audit Committee for Axonics Modulation Technologies and Teknova. Additionally, Mr. McNamara is a member of the Board of Directors and Chair of Compensation Committee for Xtant Medical Holdings. Prior to these appointments, Mr. McNamara served as Executive Vice President, Chief Financial Officer of LDR Holding/Spine. Prior to this role, he served as the Chief Financial Officer of three publicly traded medical device companies Accuray, Somnus Medical Technologies, and Target Therapeutics. Mr. McNamara holds a Bachelor of Science in Accounting from the University of San Francisco and an MBA. from The Wharton School, University of Pennsylvania. We believe Mr. McNamara is qualified to serve on our Board of Directors because of his experience with financial management and other requirements of U.S. public and private companies, and considerable expertise in the medical device and technology industries.

Cary Vance is a director nominee and appointed to serve as a Non-Executive Director effective April 1, 2023. He 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 both a Bachelor of Arts degree in Economics and an MBA from Marquette University. We believe Mr. Vance is qualified to serve on our Board of Directors based on his leadership experience and extensive expertise in commercial and operations in the healthcare industry.

Current Committee Table (as of March 28, 2023)

The current committees of the Board and their respective members are as follows:

Each of these committees operates under a written charter and reports regularly to the Board. A copy of each of these committee charters which have been amended as of August 10, 2022 is available in the “Investors” section of ourthe Company’s website under the heading “Corporate Governance” at ir.avitamedical.com, and copies may also be obtained by request through the “Contact” heading at the same website address.

Audit Committee

NASDAQNasdaq Marketplace Rules require us to establish an audit committee comprised of at least three members, each of whom is financially literate and satisfies the respective “independence” requirements of the SEC and NASDAQNasdaq and one of whom has accounting or related financial management expertise at senior levels within a company. In addition, the 4^th4th Edition of the ASX’s Corporate Governance Principles and Recommendations recommend that we havethe Company has an audit committeeAudit Committee comprised of at least three members, all of whom are non-executive directors and a majority of whom are “independent” directors, and which is chaired by an independent director who is not the chair of the board.

We haveThe Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. OurThe Company’s Audit Committee assists ourthe Board of Directors in overseeing the

accounting and financial reporting processes of ourthe Company and audits of ourits financial statements, including the integrity of ourthe Company’s financial statements, compliance with legal and regulatory requirements, ourthe Company’s registered public accounting firm’s qualifications and independence, and such other duties as may be directed by ourthe Board of Directors. The Audit Committee is also required to assess risk management in conjunction with the Board.

OurThe Company’s Audit Committee currently consists of three Board members, each of whom satisfies the “independence” requirements of the SEC, NASDAQNasdaq Marketplace Rules, and the 4^th4th Edition of the ASX’s Corporate Governance Principles and Recommendations. OurThe Company’s Audit Committee is currently composed of Jeremy Curnock Cook, Lou Panaccio and Jan Stern Reed and Jeremy Curnock Cook.Reed. Each qualifies as an “independent director” within the meaning of NASDAQNasdaq Marketplace Rules and the 4^th4th Edition of the ASX’s Corporate Governance Principles and Recommendations. Mr. Corbett was the Chairman of the Audit Committee from February 23, 2022, through September 28, 2022. Mr. Corbett stepped down from his role on the Audit Committee following his appointment to President and CEO of the Company on September 28, 2022. Prior to his appointment to President and CEO, Mr. Corbett was an independent director. Mr. Curnock Cook is the interim chair of thecurrent Interim Audit Committee (being an independent director who is not the chair of the Board)Chair and was appointed onto that role as of September 28, 2022. Our2022, following Mr. Corbett’s transition to President and CEO of the Company. The Company’s Board of Directors has determined that Mr. Curnock Cook is an “audit committee financial expert,” as defined in item 407(d)(5)(ii) of Regulations S-K. The Audit Committee meets at least two times per year. See below forheld a summarytotal of attendancesix meetings during the transition periodyear ended December 31, 2021,2022. The meetings attended by each Director, and during the six months thereafter from January 1, 2022number of meetings that they were eligible to June 30, 2022.attend, is as follows:

The number of meetings the Compensation Committee held a total of 10 meetings during the transition periodyear ended December 31, 2021, and during the six months thereafter from January 1, 2022 to June 30, 20222022. The meetings attended by each Director, and the number of meetings attended bythat they were each Directoreligible to attend is as follows:

Process for Nominating Potential Director Candidates

The Nominating Committee is responsible for identifying and evaluating potential director candidates and recommending qualified candidates for election by the stockholders consistent with criteria approved by the Board. Nominees for director are selected by the Nominating Committee on the basis of their (i) economic, academic, financial, and other expertise, skills, knowledge, and achievements useful to the oversight of the Company’s business; (ii) integrity, demonstrated sound business judgment, and high moral and ethical character; (iii) diversity of viewpoints, backgrounds, experiences, and other demographics; (iv) business or other relevant professional experience; (v) capacity and desire to represent the balanced, best interests of the Company and its stockholders as a whole and not primarily a special interest group or constituency; (vi) ability and willingness to devote time to the affairs and success of the Company and in fulfilling the responsibilities of a director; and (vii) the extent to which the interplay of the candidate’s expertise, skills, knowledge, and experience with that of other Board members will build a Board that is effective, collegial, and responsive to the needs of the Company.

The Nominating Committee does not have a formal diversity policy with respect to the Board, but it reviews the background and qualifications of each nominee to determine such nominee’s experience, competence, and character and assesses such nominee’s potential contribution to the Board of Directors, taking into account the then-existing composition of the Board of Directors and such other factors as the Nominating Committee deems appropriate. The Board should collectively possess skills, industry, and other knowledge and expertise, and business and other experience useful for the effective oversight of the Company’s business. The Nominating Committee believes that the business experience of its directors has been, and continues to be, critical to the Company’s development and plan of operation.

The Nominating Committee values the input of stockholders in identifying director candidates. Accordingly, although the Nominating Committee does not have a specific policy with regard to the consideration of candidates recommended by stockholders, the Nominating Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Nominating Committee, directors and members of management. Any such nominations should be submitted to the Nominating Committee in line with the instructions provided under the caption “How can I submit a proposal for the 20232024 annual meeting of stockholders?” above and in compliance with other specific procedural requirements set forth in the Bylaws.

Board Diversity Matrix

Board Meetings

During the transition period from July 1, 2021, toyear ended December 31, 2021, the Board of Directors met a total of three times (August 24, 2021; September 29, 2021; and November 4, 2021), and had attendance of all members of the Board of Directors (as constituted at the relevant date) at all three of the meetings.

During the six months from January 1, 2022, to June 30, 2022, the Board of Directors met a total of four times (February 23, 2022; March 9, 2022; May 5, 2022;twelve times. The meetings attended by each Director, and June 9, 2022), and had attendancethe number of all members of the Board of Directors (as constituted at the relevant date) at all four of the meetings.meetings that they were each eligible to attend is as follows:

Additionally, during the calendar year through December 31, 2022,2023, the Board of Directors are currently scheduled to meet an additional time on November 8, 2022.five times.

Board Leadership Structure

The current non-executive Chairman of the Board of Directors is LouisLou Panaccio, who is an independent director under NASDAQ listing standards and for the purposes of the ASX Listing Rules and the 4^th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 4^th Edition.Recommendations. The roles of Chairman of the Board and Chief Executive Officer are separate. The Board of Directors believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer allows the Company’s Chief Executive Officer to focus primarily on the Company’s business strategy, operations, and corporate vision. The Board of Directors consists of a majority of independent non-executive directors, and each of the committees of the Board of Directors is comprised solely of independent non-executive directors. The Company does not have a policy mandating an independent lead director. The independent directors meet at least annually in executive session without the presence of the non-independent directors.director.

Risk Oversight

While management is responsible for assessing and managing risks to the Company on a day-to-day basis, the Company’s Board of Directors oversees management’s efforts to assess and manage risk. The Board (in

conjunction particularly with the Audit Committee) monitors and receives advice on areas of operational and financial risk and considers strategies for appropriate risk management arrangements. Specific areas of risk which are regularly considered at Board meetings include foreign currency, performance of activities, human

associated with ourits financial statements and financial reporting, internal control structure, risk management procedures and the internal (as applicable) and external audit function as well as mergers and acquisitions, credit and liquidity, and business conduct compliance. OurThe Compensation Committee considers the risks associated with ourthe Company’s compensation policies and practices with respect to both executive compensation and employee compensation. OurThe Nominating and Corporate Governance Committee oversees risks associated with ourthe Company’s overall governance practices and the leadership structure of the Board of Directors. OurThe Company’s Board of Directors stays informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board of Directors. OurThe Board of Directors’ role in risk oversight is consistent with ourthe Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board of Directors and committees providing oversight in connection with those efforts.

Stockholder and Interested Party Communications with Directors

Stockholders may communicate with the Board of Directors, members of particular committees, or individual directors by sending a letter to such persons in care of ourthe Company’s Chief Executive Officer at ourits principal executive offices. The Chief Executive Officer has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any inappropriate communications. If deemed an appropriate communication, the Chief Executive Officer will submit the correspondence to the Chairman of the Board or to the committee or specific director to whom the correspondence is directed. All such communications must be accompanied by a statement of the type and amount of ourthe Company’s securities that the person holds; any special interest, meaning an interest that is not derived from the proponent’s capacity as a stockholder, of the person in the subject matter of the communication; and the address, telephone number and e-mail address, if any, of the person submitting the communication.

Vote Required

Directors are elected by a plurality of votes cast by the Company’s stockholders present in person or represented by proxy at the Annual Meeting, and entitled to vote on the Proposal which means that the fiveseven director nominees receiving the highest number of “FOR” votes will be elected as directors of the Company. Abstentions and broker non-votes are not counted as votes cast with respect to each director and will have no direct effect on the outcome of the election of directors.

Proposal No. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors, on the recommendation of the Audit Committee, has appointed Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

Stockholders previously approved the ratification of the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm at the 20212022 annual meeting for the fiscal year ending June 30, 2022 (being prior to the Company’s change in fiscal year end toDecember 31, December).2022. This proposal seeks stockholder approval for the ratification of the appointment of Grant Thornton LLP to serve as the Company’s registered public accounting firm for the fiscal year ending December 31, 2022.2023.

The Board of Directors recommends that you vote to ratify such appointment.

Representatives of Grant Thornton LLP are expected to be available at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Fees

The aggregate fees billed or accrued to us by Grant Thornton LLP for services rendered for each of thesix-month transition period ended December 31, 2021, and the fiscal year ended June 30, 2021,December 31, 2022, are set forth in the table below (in US dollars):

Pre-Approval Practice

The Audit Committee’s policy is for the Audit Committee to approve all audit and non-audit services prior to such services being performed by the independent registered public accounting firm. Before engaging an independent registered public accounting firm to render audit or non-audit services, the engagement is approved by ourthe Audit Committee or the engagement to render services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee. The Audit Committee pre-approved all audit services provided by the Company’s independent registered public accountants during the six-monthtransition period ended December 31, 2021, and the fiscal year ended June 30, 2021.December 31, 2022.

Vote Required

Ratification of the appointment of Grant Thornton LLP requires a number of “FOR” votes that is a majority of the votes cast byvoting power of the Company’s stockholdersshares of Common Stock of the Company that are present in person or represented by proxy at the Annual Meeting and entitled to vote on the Proposal, with abstentions counting as votes against the Proposal.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of Grant Thornton LLP.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists ourthe Company’s Board of Directors in its oversight of ourthe Company’s financial reporting process. All three members of the Audit Committee qualify as independent directors under NASDAQ listing standards for public companies and the independence requirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Board has determined that one is qualified as an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K, promulgated under the Exchange Act. All three members*members of the Audit Committee are also considered to be independent for the purposes of the ASX Listing Rules and the 4^th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4^th Edition).Recommendations. The Audit Committee’s charter can be viewed online on ourthe Company’s website at https://ir.avitamedical.com/corporate-governance.

In fulfilling its duties, the Audit Committee reviewed and discussed the audited financial statements contained in the Company’s Annual Report on Form 10-KT10-K for the transition year July 1, 2021, toended December 31, 20212022, with management and the independent auditor, Grant Thornton LLP. Management is responsible for the financial statements and the reporting process, including the systems for internal control over financial reporting. The independent auditor is responsible for performing an independent audit of the Company’s financial statements in accordance with accounting principles generally accepted in the United States, and for expressing an opinion on these financial statements based on the audit.

The Audit Committee met with the independent auditor with and without management present and discussed those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the U.S. Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and discussed with the independent auditor its independence.

Based on the above reviews and discussions, the Audit Committee recommended to ourthe Board, and ourthe Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-KT10-K for the transition year July 1, 2021, toended December 31, 2021,2022, for filing with the U.S. Securities and Exchange Commission. Beginning January 1, 2022, the Company is now a calendar year reporter.

Submitted by the Audit Committee:

James Corbett^*,Jeremy Curnock Cook, Interim Chair of the Audit Committee

LouisLou Panaccio

Jan Stern Reed

Date: October 18, 2022April 14, 2023

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Principal Stockholders and Management

The following table provides certain information regarding the ownership of ourthe Company’s common stock (including our CDIs), as of September 1, 2022,March 27, 2023, by each person or group of affiliated persons known to us to be the beneficial owner of more than 5% of ourthe Company’s common stock (including our CDIs); each of ourthe Company’s named executive officers; each of ourits directors; and all of ourits executive officers and directors as a group. The table also sets out the names of all persons (of which the Company is aware) who have disclosed pursuant to theCorporations Act 2001(Cth) that they are “substantial shareholders” of the Company and carry 5% or more of the voting rights attached to the issued securities of the Company.

Unless otherwise indicated in the table or the related notes, the address for each person named in the table is c/o AVITA Medical, Inc., 28159 Avenue Stanford, Suite 220, Valencia, CA 91355.

Information about ourthe Company’s Executive Officers

James Corbettis discussed above under Proposal 1: Election of Directors.

Michael HolderSean Ekins has served as the interim Chief Financial Officer since January 2023. A versatile financial leader with more than 20 years of experience in technology, high-tech manufacturing and entertainment industries, Mr. Ekins joined AVITA Medical in 2017 and currently serves as Senior Vice President of Finance. Over the course of his career, Mr. Ekins has demonstrated expertise across all aspects of management and operational accounting, inclusive of SEC and financial reporting, systems analysis and implementation, and team development. Prior to joining the Company, Mr. Ekins served as the North American Controller for IXIA, a test, visibility, and security solutions provider, where he led all accounting operations, including the transition and successful integration into Keysight Technologies following the company’s acquisition. Previously, Mr. Ekins held accounting positions with The Walt Disney Company, Countrywide Financial Corporation, and 3D Systems, Inc. Mr. Ekins earned his Bachelor of Science in Accounting from the University of Southern California.

Erin Liberto has served as Chief Commercial Officer since August 2017. Ms. Liberto has more than 20 years of multifaceted global commercial experience developing, launching, managing, and optimizing healthcare portfolios with products that span therapeutic and aesthetic indications for international organizations including Allergan and Johnson & Johnson. Ms. Liberto’s proficiency in long-term strategic planning has led to more than a dozen successful product launches across the United States, Europe, and Asia Pacific. Ms. Liberto holds an International MBA with a concentration in Global Marketing from Thunderbird School of Global Management in Arizona and a Bachelor of Commerce from McMaster University in Canada.

Andrew Quick was appointed Chief FinancialTechnology Officer in March 2021.April 2019 and previous to that served as Senior Vice President, Clinical Development. Mr. Holder is a seasoned executive withQuick joined AVITA Medical in July 2010 and has more than 25 years of experience serving in senior financial, executive managementmedical device design, development, clinical research and board roles with leading companiesmedical affairs. Mr. Quick has previously held leadership positions in the medtech, biotechdevelopment of diagnostic instrumentation and pharma industries. Mostactive implantable therapeutics, including most recently Mr. Holder served as Chief Financial Officer of ImmuneCyte Inc., a globalwith Boston Scientific Neuromodulation / Advanced Bionics from 2006 to 2010 where he led U.S. investigational device and post-market clinical stage biopharmaceutical company with innovative cell and gene immune-oncology therapeutics. Between 2017 and 2018, Mr. Holder served as CEO and Portfolio Manager of Carolina Longevity Institute, a global investment company focused on medtech, biotech and pharma investmentsresearch in the healthspan and human longevity sectors. Fromcochlear implant business. He also served in a series of positions with SonaMed Corporation from 1994 to 2005, to 2017, Mr. Holder was CEO, CFO, and Chairman of the Board of Organ Transport Systems, Inc. a medical device company in the organ transplantation industry. From 2000 to 2004, Mr. Holder was VP Sales, Operations and Finance; Chief Financial Officer of Premier Sourcing Partners, the information and medical technology subsidiary of Premier Inc. Prior to that, Mr. Holder was CFO of BeaconEye Inc., a publicly traded medtech company;including Vice President, of Heartland Capital Partners, the Sam Walton family controlled private equity fund;Products and PrincipalClinical Affairs. Mr. Quick has B.S. and M.S. degrees in the Corporate Development Group of AMR Corporation, a former Fortune 500 transportation and information technology company. Mr. Holder holds a Master of Business AdministrationBiomedical Engineering from the Wharton School of Business at the University of Pennsylvania and a Bachelor of Science in Business Administration from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill.

Kathy McGee was appointed Chief Operating Officer in December 2020. She brings more than 25 years of biopharmaceutical and life sciences experience to AVITA Medical, most recently serving as President of CnA Consulting Group, which focuses on providing specialized consulting services to the life sciences industry. Prior to CnA Consulting, Ms. McGee was the Vice President of West Coast Operations at Shire Pharmaceuticals Regenerative Medicine Division, formerly Advanced BioHealing, where she was a part of the leadership team responsible for manufacturing operations, strategic planning, capital expansion, and real estate. At Advanced BioHealing, Ms. McGee served as the Senior Vice President of Operations and General Manager, with responsibility for the company’s manufacturing operations in La Jolla, CA. She has also held senior operations leadership roles at Smith and Nephew and Advanced Tissue Sciences. She earned her Bachelor of Science in Chemistry and Mathematics from University College Galway Ireland, and holds a Master’s degree in Business and Management from WebsterBoston University.

Dr.Donna Shiroma Michael Perry has served as a Non-Executive DirectorGeneral Counsel since September 28, 2022.June 2018. Ms. Shiroma has more than 20 years of legal and compliance experience in the pharmaceutical and medical device industries and has played an instrumental role in transitioning companies from clinical to commercial entities. Prior to this appointment, Dr Perryjoining the Company, she served in roles of increasing responsibility as Non-Executive Director commencing in February 2013 until he was appointed Executive DirectorCorporate Counsel, General Counsel, Vice President of Legal, Chief Privacy Officer, Chief Compliance Officer, and Chief ExecutiveCommercial Officer for Astex Pharmaceuticals from June 2017 to September 2022. From 20162018, Ascend Therapeutics from 2008 to 2017, he servedPDL BioPharma from 2006 to 2008, and several Johnson & Johnson companies. Ms. Shiroma holds a B.S. in Environmental Sciences from University of California, Berkeley, and a Juris Doctor degree from Santa Clara University School of Law. She is licensed in the State of California as Senior Vice President and Chief Scientific Officer of Global Business Development and Licensing for Novartis AG. From 2014 to 2016, Dr. Perry served as Chief Scientific Officer of Novartis’ Cell and Gene Therapy Unit, and from 2012 to 2014 he served as Vice President and Global Head of Stem Cell Therapy for Novartis Pharmaceuticals Corp, a U.S. affiliate of Switzerland-based Novartis AG. Dr. Perry previously served as the Global Head of R&D at Baxter Healthcare, President and CEO of Cell & Gene Therapy at Novartis affiliates Systemix Inc. and Genetic Therapy, Inc., VP Regulatory Affairs at Sandoz Pharmaceuticals Corp., Director of Regulatory Affairs at Schering-Plough Corporation, and Chairman, CEO or CMO at several early-stage biotech companies. He also previously served as a Venture Partner with Bay City Capital, LLC, a life science investment firm managing venture capital funds, based in San Francisco California. Dr. Perry serves as a Director of Arrowhead Pharmaceuticals, a public (NASDAQ) development stage company focused on medicines employing RNA interference technology.an attorney.

COMPENSATION AND OTHER INFORMATION CONCERNING OUR THE COMPANY’S

EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

Summary Compensation Table

The following table sets forth for ourthe Company’s named executive officers, Mr. Corbett, Mr. Holder, Ms. Liberto, and Dr. Perry, the following information for the transition periodfiscal year ended December 31, 2021, and the fiscal year ended June 30, 2021 (in US dollars).2022.

Employment Contracts

The following table outlines the specified terms of the relevant employment contracts for the named executive officers of the Company.Company and the Other Executive Officers. For compensation information of named executives refer to the table above.

basis to ensure that it is consistent with ourthe Company’s short-term and long-term goals. The Compensation Committee assesses the appropriateness of the nature and amount of compensation of ourthe Company’s executives by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the recruitment and retention of a high-quality board and executive team.

Additionally, the Compensation Committee is responsible for evaluating the performance of the Company’s key senior executives. OurThe Company’s Chief Executive Officer and other members of management regularly discuss our compensation issues with Compensation Committee members. Subject to Compensation Committee review, modification and approval, ourthe Chief Executive Officer typically makes recommendations regarding bonuses and equity incentive awards for the other members of the executive management team. The Compensation Committee establishes all bonus and equity incentive awards for all executive members of the management team.

Resignation, Retirement, or Termination for Cause, or Resignation without Good Reason Arrangements

The Company does not have any agreements or plans in place for the named executive officers that would provide additional compensation in connection with a resignation, retirement or termination for cause, or resignation without good reason.

Potential Payments upon Involuntary Termination, Resignation without Good Reason or Change-In-Control

The employment agreements provide for the following severance payments upon termination by us without cause or by the employee for good reason (as defined in the particular employment agreement): (i) payment of the employee’s then-current base salary for a period of nine months (in the case of COO and CFO) or twelveeighteen months (in the case of the CEO), following termination; (ii) a pro-rated target bonus for the period during which the employee was employed in the year of termination; and (iii) continued coverage under ourthe Company’s group health and benefits plan consistent with the term of the base salary; and (iv) immediate acceleration of unvested stock options. Further, in the case of the Chief Executive Officer, if his employment terminates as a result of disability or death, he or his representative will be entitled to receive: (i) a lump sum payment equal to 12 months of the employee’s then-current base salary, (ii) any unpaid vacation,annual bonus, and (iii) any unpaid expense reimbursements due and owing.vacation. Payment in each case is subject to the employee’s, or representative’s execution of a release.

Director Compensation

The following table sets forth certain information regarding the compensation earned by or awarded to each non-employee director who served on our boardthe Company’s Board of Directors during the transition periodfiscal year ended December 31, 20212022 (in US dollars). We doThe Company does not provide separate compensation to ourits executive directors, such as Dr. Michael Perry, who served as ourthe Company’s Chief Executive Officer duringuntil September 28, 2022 for the transition periodfiscal year ended December 21, 2021.31, 2022, except in the case of Mr. James Corbett, who served as a non-executive director until his appointment as President and Chief Executive Officer effective on September 28, 2022.

Proposal No. 3

APPROVAL OF AMENDMENT OF COMPANY’S CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS TO REDUCE THE QUORUM REQUIREMENT FOR STOCKHOLDER MEETINGS

Proposal No. 3 seeks the approval of stockholders to an amendment to our Certificate of Incorporation (the “Certificate”) and an amendment to our Amended and Restated Bylaws (the “Bylaws”) for the purpose of reducing the quorum requirement for the Company’s stockholder meetings. The Board has determined that it is in the Company’s and our stockholders’ best interests to amend the Certificate (the “Certificate Amendment”) and the Bylaws (the “Bylaws Amendment”) to reduce the quorum requirement for stockholder meetings from a majority of the outstanding voting securities of the Company (the “Current Quorum”) toNo’s one-third3-10 (33 1/3%) of the outstanding voting securities of the Company (the “Proposed Quorum”). The Board has adopted and declared advisable the Certificate Amendment and the Bylaws Amendment, both of which amendments are necessary in order to implement the Proposed Quorum, subject to stockholder approval.

The texts of the proposed Certificate Amendment and Bylaws Amendment are included as Annexes A and B to this Proxy Statement.

Background

A quorum is the minimum number of stockholders who must be present in person or by proxy at a stockholders meeting in order for that meeting to be validly held. It is a requirement under Delaware law that a company specify its quorum for its stockholder meetings by defining the proportion of the voting power that constitutes a quorum in its articles of incorporation or bylaws.

Our Certificate and our Bylaws provide that the current quorum for a meeting of the Company’s stockholders is a majority of the combined voting power of the Company’s capital stock issued and outstanding and entitled to vote at a meeting, present in person or represented by proxy.

Under Delaware law and the NASDAQ Marketplace Rules the minimum quorum requirement is 33 1/3%. The ASX Listing Rules do not stipulate a minimum quorum requirement, however companies that are listed on the ASX commonly have a minimum quorum of between two and five stockholders present in person or by proxy and entitled to vote on a resolution at the meeting. Our Current Quorum is above the minimum quorum requirement under Delaware law and reflects market practice for listed companies in the United States, although it is much higher than the typical quorum for companies that are listed on the ASX.

The Company’s predecessor, AVITA Medical Pty Limited (“Avita Australia”), was listed on the ASX and on NASDAQ prior to the AVITA group’s redomiciliation to the United States in 2020 (“Redomiciliation”). The quorum for meetings of Avita Australia’s members prior to the Redomiciliation was a minimum of three stockholders present in person or by proxy. Following the Redomiciliation, the Company became the parent company of the AVITA group and was listed on NASDAQ and the ASX with the Current Quorum in place under the Certificate and the Bylaws.

Although the Company’s primary listing is now on NASDAQ, it is cross listed on ASX and the majority of the Company’s voting power is represented by CDIs held through the ASX, with 40% of the Company’s voting power represented by shares of common stock on NASDAQ and 60% of the Company’s voting power represented by common stock underlying CDIs on ASX as of September 25, 2022. As has been noted in this Proxy Statement, CDI holders may only vote their CDIs by providing a completed CDI Voting Instruction Form under which CHESS Depositary Nominees may vote on their behalf at the stockholder meeting.

Since the Redomiciliation and the adoption of our Current Quorum, we have had difficulties reaching our Current Quorum for our stockholder meetings in a timely manner. We did not achieve our Current Quorum by