DEF 14A of Humacyte, Inc., Apr 29, 2025

DEF 14A of Humacyte, Inc.

Filed Apr 29, 2025 · FY20240001818382-25-000066

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Under our Certificate of Incorporation and Bylaws, the Board is divided into three classes of roughly equal size. The members of each class are elected to serve a three-year term with the term of office of each of the three classes ending in successive years. Pursuant to our Bylaws, the Board has fixed the current number of directors at 12. Brady W. Dougan, C. Bruce Green, Diane Seimetz and Max Wallace are the four Class I directors whose terms expire at this Annual Meeting. At the Annual Meeting, shares represented by signed proxy cards will be voted on Proposal 1 “For” the election of the nominees to the Board, unless otherwise marked on the card. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by the current Board, unless otherwise marked on the card. Each of the nominees has agreed to serve as a director if elected. We have no reason to believe that any of the nominees will be unable to serve if elected. Certain information about each of the nominees is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experience, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the nominees should serve as directors.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Age | | Positions and Offices Held with Company | Director Since | | Brady W. Dougan | | 65 | Director | 2021 | | C. Bruce Green (1)(2) | | 69 | Director | 2022 | | Diane Seimetz (2) | | 54 | Director | 2022 | | Max Wallace(1)(3) | | 73 | Director | 2021 |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    ___________________________ (1)Member of the Nominating and Governance Committee (2)Member of the Commercial Committee (3)Member of the Compensation Committee Brady W. Dougan has served as a member of our Board since August 2021. He previously served as the chair of the board of directors of Humacyte Global, Inc. (“Legacy Humacyte”) from March 2019 to August 2021 and as a member of its board of directors since 2005. Since July 2015, Mr. Dougan has served as Chairman and Chief Executive Officer of Exos Securities (“Exos”). From May 2007 through June 2015, Mr. Dougan served as Chief Executive Officer and Member of the Executive Board of Credit Suisse Group AG and Credit Suisse AG, steering the bank through the financial crisis of 2008 and various reforms and changes in the banking industry. Prior to that time, Mr. Dougan served in various leadership positions at Credit Suisse. Mr. Dougan currently serves on the Board of Trustees for the University of Chicago. Mr. Dougan holds a B.A. in Economics and an M.B.A. in Finance from the University of Chicago. Mr. Dougan is married to Laura E. Niklason, Humacyte’s President and Chief Executive Officer and a member of our Board. We believe that Mr. Dougan is qualified to serve as a director based on his significant executive leadership experience and his extensive experience related to financing for public and private companies. C. Bruce Green has served as a member of our Board since 2022. Dr. Green served as the 20th Surgeon General of the U.S. Air Force from August 2009 through July 2012, during which time he oversaw all U.S. Air Force Medical Service activities, including a staff of over 42,800 people assigned to 75 medical facilities worldwide. Prior to serving as Surgeon General, Dr. Green served as Assistant Surgeon General for Health Care Operations from July 2005 to August 2006 and Deputy Surgeon General of the U.S. Air Force from August 2006 to August 2009. Dr. Green was commissioned through the Health Professions Scholarship Program and entered active duty with the U.S. Air Force in 1978. After 34 years of service, he retired from the Air Force in July 2012 with the rank of Lieutenant General. Dr. Green served as Director and Chief Medical Officer of Deloitte Federal Consulting from October 2013 until his retirement in 2022. Dr. Green completed residency training in family practice at Eglin Regional Hospital, Eglin Air Force Base, Florida, and in aerospace medicine at Brooks Air Force Base, Texas. He received his B.S. from the University of Wisconsin–Parkside, his M.D. from the Medical College of Wisconsin and his M.P.H. from the Harvard School of Public Health. We believe that Dr. Green is qualified to serve as a director based on his extensive healthcare management experience derived from his distinguished career and leadership positions with the U.S. Air Force Medical Service. Diane Seimetz has served as a member of our Board since 2022. Dr. Seimetz has over 25 years of international drug development, partnering and managerial experience in the biopharmaceutical industry. In 2013, she co-founded Biopharma Excellence and served as its Chief Executive Officer from December 2013 until June 2021. Biopharma Excellence was acquired by the PharmaLex Group in September 2020, and is now part of Cencora. Dr. Seimetz currently serves on the board of directors of Cumulus Oncology, GlycanAGE, Temedica and mbiomics. She is part of the scientific advisory board of the quadraScope fund. In 2023, she co-founded two biotech companies, Avocet Bio and Myopax. Dr. Seimetz began her professional career in 1999 with the Fresenius Healthcare Group and served as Executive Vice President of its biotech division and Chief Scientific Officer with responsibility for international drug development from 2008 to 2013. Dr. Seimetz received a degree in pharmaceutical science from the University of Saarland, a master’s degree in drug regulatory affairs from the University of Bonn, and a Ph.D. from the University of Heidelberg, for which her research work was conducted at the German Cancer Research Center and Johns Hopkins University. We believe that Dr. Seimetz is qualified to serve as a director based on her extensive experience in international drug development, partnering and managerial experience in the biopharmaceutical industry. Max Wallace has served as a member of our Board since August 2021 and previously served as a member of the Legacy Humacyte board of directors from June 2005 to August 2021. Mr. Wallace has served as the President of Round Table Research, a cancer research company, since March 2023. Mr. Wallace served as Chief Executive Officer of Accelerate Brain Cancer Cure, or ABC², a not-for-profit corporation seeking to drive research and treatments for brain tumors from August 2008 to December 2019. Prior to joining ABC², Mr. Wallace served as the Chief Executive Officer of TheraLogics, Inc. an early-stage biopharmaceutical company, and as President of Trimeris, Inc., a formerly public biopharmaceutical company founded by Mr. Wallace that created and brought to market a new class of drugs for the treatment of HIV, AIDS and other viral diseases and is now a part of Synageva BioPharma Corp. Mr. Wallace also founded and developed several other biopharmaceutical companies, including Cogent Neuroscience, Sphinx Pharmaceuticals Corporation, now a part of Lilly, and SARCO, Inc., now a part of PPD/Pharmaco, and co-founded and served as President of the North Carolina Bioscience Organization, the biotechnology industry’s trade organization in North Carolina. Mr. Wallace holds a B.A. in English and Political Science from Duke University and a J.D. from the University of Florida. We believe that Mr. Wallace is qualified to serve as a director based on the depth of his experience in the biotechnology industry, including his service in executive roles at multiple emerging biopharmaceutical companies and his oversight of the development and commercialization of innovative technologies.

  4. Continuing Directors Not Standing for Election

    Continuing Directors Not Standing for Election Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that each director should serve as one of our directors. The term of the Class II directors will expire at the 2026 annual meeting of stockholders, and the term of the Class III directors will expire at the 2027 annual meeting of stockholders.

  5. Continuing Directors Not Standing for Election

    | Name | Age | | Positions and Offices Held with Company | Director Since | | John P. Bamforth(1) | | 61 | Director | 2024 | | Emery N. Brown(2) | | 68 | Director | 2021 | | Michael T. Constantino(3)(4) | | 62 | Director | 2021 | | Keith Anthony Jones(1) | | 64 | Director | 2024 | | Laura E. Niklason | | 62 | Director, President and Chief Executive Officer | 2021 | | Todd M. Pope (1)(4) | | 59 | Director | 2021 | | Kathleen Sebelius (3) | | 76 | Director and Chair | 2021 | | Susan Windham-Bannister(1)(3) | | 73 | Director | 2021 |

  6. Continuing Directors Not Standing for Election

    ___________________________ (1)Member of the Commercial Committee (2)Member of the Nominating and Governance Committee (3)Member of the Audit Committee (4)Member of the Compensation Committee

  7. Class II Directors (Terms Expire in 2026)

    Class II Directors (Terms Expire in 2026) John P. Bamforth has served as a member of our Board since 2024. Dr. Bamforth has served as Executive Director of Eshelman Innovation, a translational innovation institute at the University of North Carolina–Chapel Hill, since 2019. Prior to joining Eshelman Innovation, Dr. Bamforth spent 30 years at Eli Lilly and Company (“Lilly”) until his retirement in 2018, in an array of roles primarily focused on brand development and commercialization. In 2012, he was appointed Chief Marketing Officer for Lilly’s multi-billion-dollar U.S. business and in 2016 he became Chief Marketing Officer for Lilly’s global business. Dr. Bamforth currently sits on the board of directors of READDI (Rapidly Emerging Antiviral Drug Development Initiative), a global non-profit developing small molecule antiviral drugs for pandemics, and Akancocure, a private biotechnology company. Between 2019 and 2021, Dr. Bamforth also served on the board of directors of the Structural Genomic Consortium (SGC), a public-private partnership exploring the human genome for novel biological targets of disease. In 2017, Dr. Bamforth co-founded the Ciara Arts and Sciences Foundation dedicated to enabling disadvantaged youth to attend college. Dr. Bamforth holds a BPharm from the University of Bath and a Ph.D. and D.Sc. (Hon.) from Aston University in England. We believe that Dr. Bamforth is qualified to serve as a director based on his extensive scientific and pharmaceutical management experience. Keith Anthony Jones served as the Chief Physician Executive of the University of Alabama at Birmingham (“UAB”) Health System as well as the Senior Associate Dean for Clinical Affairs of the UAB Heersink School of Medicine (“UABHSOM”), and the President of the University of Alabama Health Services Foundation (the “UAHSF”) from 2017 until May 2024. The UAHSF is the Faculty Practice Plan for the UABHSOM and employs approximately 1,400 academic physicians. Dr. Jones also served as the Maurice S. Albin Professor of Anesthesiology and Perioperative Medicine at the UABHSOM from 2019 until May 2024. From 2006 to 2017, Dr. Jones served as Chair of the Department of Anesthesiology and Perioperative Medicine for the UABHSOM and Chief of Anesthesiology Services for UAB Hospital. He is a member of the American Society of Anesthesiologists, where he has served on and led numerous committees. Dr. Jones holds a B.S. in microbiology and an M.D. from the University of Alabama and completed his residency and postdoctoral fellowship at the Mayo Graduate School of Medicine. We believe that Dr. Jones is qualified to serve as a director based on his extensive medical expertise and administrative experience in the UAB Health System. Todd M. Pope has served as a member of our Board since August 2021. Mr. Pope has been a partner of Revival Healthcare Capital since October 2022. Mr. Pope previously served as the President and Chief Executive Officer of WellAir Group Ltd., a leading clean air solutions company from February 2021 until March 2022. Prior to its acquisition by WellAir, Mr. Pope served as the Executive Chairman of UV Innovators, LLC, a developer of medical-grade handheld UVC disinfection technology, from February 2017 to February 2021. From 2008 to 2019, Mr. Pope served as the Chief Executive Officer of TransEnterix, Inc. (now Asensus Surgical, Inc.), a medical device company. He also previously served as worldwide president of Cordis, a multi-billion-dollar division within Johnson & Johnson’s medical device business. Mr. Pope currently serves on, and previously served as the chairman of, the board of directors of AdvaMed ACCEL, a medical technology industry group, the chairman of the board of Avania, a private medtech CRO, and a director of Distalmotion, a private Swiss robotics company. Mr. Pope also serves on the Educational Foundation for the University of North Carolina at Chapel Hill, where he is the immediate past executive chairman of the board. Time Magazine named Mr. Pope one of the “50 most influential people in healthcare 2018.” Mr. Pope holds a B.A. in Labor and Industrial Relations from the University of North Carolina. We believe that Mr. Pope’s extensive experience in key leadership positions at public and private companies within the healthcare industry has provided him with executive leadership, finance, strategic, risk management, commercialization and scientific expertise. Kathleen Sebelius is the chair of our Board. She has served as a member of our Board since August 2021 and previously served as a member of the Legacy Humacyte board of directors from September 2015 to August 2021. Ms. Sebelius is the Chief Executive Officer of Sebelius Resources LLC, which provides strategic advice to private companies, not-for-profit organizations, higher education institutions and financial investors. From April 2009 to June 2014, Ms. Sebelius served as U.S. Secretary of Health and Human Services (“HHS”). Prior to serving as HHS Secretary, Ms. Sebelius was the Governor of Kansas and served two terms as the Kansas insurance commissioner and four terms in the Kansas Legislature. Ms. Sebelius currently serves on the board of directors of Devoted Health, Inc., Included Health Inc. and Exact Sciences Corporation. She also serves as a director of KFF (formerly the Kaiser Family Foundation) and Project 50. Ms. Sebelius co-chairs the Aspen Institute Health Strategy Group and serves on advisory boards for the Dole Institute of Politics, Out Leadership, and the Estée Lauder Foundation. Ms. Sebelius holds a master of public administration degree from the University of Kansas and a B.A. in Political Science from Trinity Washington University. We believe that Ms. Sebelius’ distinguished leadership in the healthcare reimbursement industry, tenure in the public sector and experience with regulatory process and policies provides her with executive leadership, strategic, regulatory, talent management, reimbursement and policy expertise.

  8. Class III Directors (Terms Expire in 2027)

    Class III Directors (Terms Expire in 2027) Emery N. Brown has served as a member of our Board since August 2021. Dr. Brown currently serves as the Warren M. Zapol Professor of Anaesthesia at Harvard Medical School and the Edward Hood Taplin Professor of Medical Engineering and Computational Neuroscience at the Massachusetts Institute of Technology. He has been on the faculty at Harvard Medical School and MIT since May 1992 and October 2005, respectively. Dr. Brown has also served as an anesthesiologist at Massachusetts General Hospital from May 1992 to May 2022. Dr. Brown is an editor of PNAS and a member of the Editorial Advisory Committee of the New England Journal of Medicine. Dr. Brown currently serves on the Board of Trustees of the Guggenheim Foundation, the Board of Trustees of the Simons Foundation, and the board of directors of PASCALL Systems, Inc., an early-stage medical device startup which he co-founded. Dr. Brown is a member of the National Academy of Inventors, the American Philosophical Society, the National Academy of Medicine, the National Academy of Sciences and the National Academy of Engineering. Dr. Brown is a recipient of the National Medal of Science. Dr. Brown holds an M.D. from Harvard Medical School, a Ph.D. and M.A. in statistics from Harvard University and a B.A. in applied mathematics from Harvard College. We believe that Dr. Brown is qualified to serve as a director based on his extensive medical and scientific knowledge and experience. Michael T. Constantino has served as a member of our Board since August 2021. Mr. Constantino is a retired Ernst & Young LLP assurance partner who served in the Research Triangle Park region of North Carolina for over 30 years. From 2009 to 2012, he served as the Office Managing Partner for the combined Raleigh/Greensboro office of Ernst & Young. Mr. Constantino served as a member of the board and the chairman of the audit committee of 9 Meters Biopharma, Inc., a clinical-stage biopharmaceutical company. He also served on the advisory board for CREO, Inc., an RTP-based consultancy focused on growth management and data transformation services, and served as chair of the board for the NC State Foundation. Mr. Constantino holds a B.A. in both Accounting and Business Management from NC State University and is a North Carolina Certified Public Accountant, or CPA. We believe that Mr. Constantino is qualified to serve as a director based on his extensive experience as a CPA and with SEC compliance matters and Sarbanes-Oxley internal control over financial reporting. Laura E. Niklason is the founder of Legacy Humacyte. Dr. Niklason has served as our President and Chief Executive Officer and as a member of the Board since August 2021, and previously served as President and Chief Executive Officer of Legacy Humacyte since November 2020 and as a member of the Legacy Humacyte board of directors since 2004. Dr. Niklason has served in a senior scientist capacity at the Company from 2005 through 2020. Dr. Niklason has served as an adjunct professor at Yale University since November 2020 and previously served as the Nicholas M. Greene Professor of Anesthesiology and Biomedical Engineering at Yale University from 2006 to November 2020. She was inducted into the National Academy of Inventors in 2014 and was elected to the National Academy of Medicine and the National Academy of Engineering in 2015 and 2020, respectively. Dr. Niklason holds a Ph.D. in Biophysics from the University of Chicago and an M.D. from the University of Michigan. Dr. Niklason completed her residency training in anesthesia and intensive care unit medicine at the Massachusetts General Hospital and completed post-doctoral scientific training at the Massachusetts Institute of Technology. Dr. Niklason is married to Mr. Dougan, a member of the Board. We believe that Dr. Niklason is qualified to serve as a director based on her significant experience in the biotechnology industry, her extensive training in medicine and science and her role as the founder of Legacy Humacyte. Susan Windham-Bannister has served as a member of our Board since August 2021. Dr. Windham-Bannister is a nationally and internationally recognized expert in biopharma innovation, market access and market optimization strategies. She has served as President and Chief Executive Officer of Biomedical Growth Strategies, LLC, a strategic advisory firm serving the life sciences and healthcare industries, since September 2015. During her career as a strategy consultant, she has crafted the launch strategies for numerous “block buster” drugs, biologics and diagnostics. From 2008 to 2015, Dr. Windham-Bannister served as founding President and Chief Executive Officer of the Massachusetts Life Sciences Initiative, a $1 billion life sciences-dedicated investment fund. Dr. Windham-Bannister currently serves on the board of directors of Aridis Pharmaceuticals, Inc., a public late-stage biopharmaceutical company and on the advisory boards of the Paris Saclay Cancer Center and Brockton Everlast, a London-based firm. She is the board chair of BioscienceLA, a nonprofit independent innovation catalyst in Los Angeles. Dr. Windham-Bannister holds a Ph.D. in Health Policy and Management from the Florence Heller School at Brandeis University. She was a Post-Doctoral Fellow at Harvard University’s John F. Kennedy School and a Fellow in the Center for Science and Policy (CSAP) at Cambridge University, Cambridge, England. We believe that Dr. Windham-Bannister is qualified to serve as a director based on her status as an internationally recognized expert in innovation, market access, and market optimization strategies.

  9. Skills, Experiences and Backgrounds of our Director Nominees and Continuing Directors

    Skills, Experiences and Backgrounds of our Director Nominees and Continuing Directors Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. Our directors must consistently bring to bear practical wisdom and seasoned judgment gained from significant leadership skill and experience, while remaining adept at overseeing emerging risks and new business challenges. A mark in the chart below indicates a specific area of focus or expertise on which the board particularly relies or, for our director candidates, expects to rely. Not having a mark does not mean that the director does not possess that qualification or skill. Our director and director nominees biographies describe each director’s background and relevant experience in more detail.

  10. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation awarded by, earned by or paid to Humacyte’s named executive officers during the fiscal years ended December 31, 2024 and 2023.

  11. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Laura E. Niklason | 2024 | 612,400 | 278,642 | — | 14,394(2) | 905,436 | | President and Chief Executive Officer | 2023 | 603,754 | 281,704 | 1,726,450(3) | 13,794(4) | 2,625,702 | | Dale A. Sander | 2024 | 505,750 | 184,093 | — | 14,346(5) | 704,189 | | Chief Financial Officer, Chief Corporate Development Officer and Treasurer | 2023 | 504,471 | 186,116 | 647,150(6) | 13,746(7) | 1,351,483 | | Heather Prichard | 2024 | 468,400 | 170,498 | — | 14,307(8) | 653,205 | | Chief Operating Officer | 2023 | 461,705 | 172,371 | 623,500(9) | 13,707(10) | 1,271,283 |

  12. Summary Compensation Table

    ___________________________ (1)The amounts reported here do not reflect the actual economic value that may be realized by each named executive officer. In accordance with SEC rules, these amounts represent the grant date fair value of the option awards, calculated in accordance with Accounting Standards Update 2018-07, “Compensation — Stock Compensation (Topic 718).” For additional information regarding the assumptions used in calculating the grant date fair value of the stock options reported in this table, see the section of our Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation.” (2)Consists of $13,800 in matching contributions under Humacyte’s 401(k) plans and $594 in life insurance premiums paid by Humacyte. (3)Reflects an option to purchase 803,000 shares of Humacyte common stock, which was granted in December 2023 as part of a company-wide grant to employees. (4)Consists of $13,200 in matching contributions under Humacyte’s 401(k) plans and $594 in life insurance premiums paid by Humacyte. (5)Consists of $13,800 in matching contributions under Humacyte’s 401(k) plans and $546 in life insurance premiums paid by Humacyte. (6)Reflects an option to purchase 301,000 shares of Humacyte common stock, which was granted in December 2023 as part of a company-wide grant to employees. (7)Consists of $13,200 in matching contributions under Humacyte’s 401(k) plans and $546 in life insurance premiums paid by Humacyte. (8)Consists of $13,800 in matching contributions under Humacyte’s 401(k) plans and $507 in life insurance premiums paid by Humacyte. (9)Reflects an option to purchase 290,000 shares of Humacyte common stock, which was granted in December 2023 as part of a company-wide grant to employees. (10)Consists of $13,200 in matching contributions under Humacyte’s 401(k) plans and $507 in life insurance premiums paid by Humacyte.

  13. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our employment agreements with Drs. Niklason and Prichard and Mr. Sander provide for certain benefits upon termination. None of our NEOs’ employment agreements provide for additional payments in the event of a change in control. In the event that Dr. Niklason’s employment is terminated without cause or she resigns for good reason, including Humacyte’s material breach of Dr. Niklason’s employment agreement or an uncured material adverse change in Dr. Niklason’s compensation, as each such term is defined in her employment agreement, Humacyte will be obligated to pay her (i) an amount equal to 12 months of her then-current base salary (payable in substantially equal installments on the same payroll schedule applicable to her immediately prior to the termination of her employment); (ii) a pro rata portion, calculated per diem, of her bonus for the then-current fiscal year (as well as any accrued, earned and unpaid bonus from the preceding fiscal year); and (iii) reimbursement for the cost to Dr. Niklason to continue her and her family’s health insurance under Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of 12 months. Each of the severance payments described above is subject to Dr. Niklason’s timely execution of a general release of potential claims against Humacyte and her compliance with her non-competition agreement. In the event that Mr. Sander’s or Dr. Prichard’s employment is terminated without cause or either resigns for good reason, including Humacyte’s material breach of Mr. Sander’s or Dr. Prichard’s employment agreement or an uncured material adverse change in Mr. Sander’s or Dr. Prichard’s compensation, as each such term is defined in the applicable employment agreement, Humacyte will be obligated to pay Mr. Sander or Dr. Prichard, as applicable, (i) any amounts due on the effective termination date, (ii) an amount equal to six months of their then-current base salary (payable in substantially equal installments on the same payroll schedule applicable to them immediately prior to the termination of his employment), (iii) a pro rata portion, calculated per diem, of their bonus for the then-current fiscal year and (iv) any accrued, earned and unpaid bonus from the preceding fiscal year. Each of the severance payments described above is subject to Mr. Sander’s or Dr. Prichard’s, as applicable, timely execution of a general release of potential claims against Humacyte and their compliance with their non-competition agreements. For purposes of the NEO’s employment agreements, the term “cause” generally includes: (a) the NEO’s death; (b) the NEO’s physical or mental disability that prevents the NEO from performing the essential functions of the NEO’s duties satisfactorily for a period of 180 days within any year; (c) any act or omission of the NEO’s constituting knowing and willful misconduct; (d) gross negligence; (e) fraud, misappropriation, embezzlement; (f) conviction of a non-traffic related felony; (g) violation of the Company’s conflict of interest policy or engaging in competitive business activities in violation of the relevant employment agreement; or (h) the NEO’s material breach of the relevant employment agreement or of the relevant non-competition agreement to which such NEO is a party. For purposes of the NEO’s employment agreements, the term “good reason” generally includes: (a) the Company’s material breach of the relevant employment agreement; (b) a material adverse change, by the Company without the NEO’s consent, in or to the NEO’s salary, expense reimbursement rights, bonus eligibility, authority or responsibilities, provided that NEO’s may only terminate for good reason if the Company fails to cure within a specified time period. The severance benefits that our NEOs may be entitled to receive under these agreements, as well as other benefits that our NEOs may be entitled to receive under other plans, may constitute parachute payments that are subject to the “golden parachute” rules of Section 280G of the Code and the excise tax of Section 4999 of the Code. If these payments are determined to be parachute payments, as calculated by our independent registered public accounting firm, the parachute payments will be reduced if, and only to the extent that, a reduction will allow the relevant NEO to receive a greater net after-tax amount than the NEO would receive absent a reduction.

  14. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table provides information regarding outstanding stock options held by our NEOs as of December 31, 2024. All awards in the table below that were granted prior to the closing of the Merger were granted under the 2015 Plan and awards granted following the Merger were granted under the 2021 Plan, each as described in more detail under “— Equity Incentive and Other Compensation Plans” below.

  15. Outstanding Equity Awards as of December 31, 2024

    | Name | Grant date | Number of securities underlying unexercised options (#) exercisable(1) | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | | Option expiration date | | Laura E. Niklason | 09/01/2015 | 13,129 | — | 2.56 | | 09/01/2025 | | | 03/09/2016 | 157,558 | — | 2.56 | | 03/09/2026 | | | 09/14/2016 | 262,596 | — | 3.44 | | 09/14/2026 | | | 04/12/2018 | 131,298 | — | 6.54 | | 04/12/2028 | | | 12/14/2020 | 2,625 | — | 10.28 | | 12/14/2030 | | | 01/14/2021 | 1,312,984 | — | 10.28 | | 01/14/2031 | | | 12/08/2022 | 222,250 | 222,250 | 3.07 | | 12/08/2032 | | | 12/08/2023 | 200,750 | 602,250 | 2.80 | | 12/08/2033 | | Dale A. Sander | 04/12/2018 | 17,068 | — | 6.54 | | 04/12/2028 | | | 12/14/2020 | 2,625 | — | 10.28 | | 12/14/2030 | | | 01/14/2021 | 183,817 | — | 10.28 | | 01/14/2031 | | | 05/16/2021 | 210,076 | — | 10.28 | | 05/16/2031 | | | 12/08/2022 | 68,000 | 68,000 | 3.07 | | 12/08/2032 | | | 12/08/2023 | 75,250 | 225,750 | 2.80 | | 12/08/2033 | | Heather Prichard | 04/12/2018 | 157,557 | — | 6.54 | | 04/12/2028 | | | 12/14/2020 | 2,625 | — | 10.28 | | 12/14/2030 | | | 12/08/2022 | 19,834 | 68,000 | 3.07 | 7 | 12/08/2032 | | | 12/08/2023 | 72,500 | 217,500 | 2.80 | | 12/08/2033 |

  16. Outstanding Equity Awards as of December 31, 2024

    (1)One quarter of the options granted to Humacyte’s NEOs in 2022 and 2023 vested on the first anniversary of the applicable vesting commencement date and the remaining options will vest in equal installments of 1/48th of the total number of options over a period of 36 months thereafter. All other options granted to Humacyte’s named executive officers that are reported in this table vest annually in three equal installments commencing on the first anniversary of the applicable vesting commencement date, except for the options granted on December 14, 2020, which vested as follows: (i) one-fifth on the first anniversary of the vesting commencement date, (ii) two-fifths in equal installments over a period of 24 months commencing on the first anniversary of the vesting commencement date, (iii) one-fifth upon the submission of a BLA to the FDA and (iv) one-fifth upon FDA approval of one of Humacyte’s product candidates. The vesting commencement date for each option award is the same as the applicable grant date, except that the vesting commencement date for the option award granted to Dr. Niklason on January 14, 2021 was November 9, 2020. The vesting of the options may be accelerated in connection with certain corporate transactions, which generally include certain change in control transactions and are more fully described in the applicable incentive plan.

  17. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth information regarding compensation paid to Humacyte’s non-employee directors during 2024. Our director compensation policy provides for an annual cash retainer of $50,000 for each of our non-employee directors and an additional cash retainer of (i) $25,000 for the chair of the Board, (ii) $7,500 for the chair of the Audit Committee and (iii) $5,000 for the chair of each of the Nominating and Governance Committee and the Compensation Committee. Effective March 2025, our director compensation policy was amended to provide for an annual cash retainer of $5,000 for the chair of the Commercial Committee. In addition, effective March 2025 our director compensation policy was amended to provide for increases in each non-employee director’s annual equity grant as follows: (i) for each newly appointed director an increase in options to purchase shares of our common stock from 75,000 shares to 125,000 shares and (ii) for continuing directors, an increase in options to purchase shares of our common stock from 50,000 shares to 80,000 shares. A director who is also a Humacyte employee receives no additional compensation for his or her service as a director. Dr. Niklason did not receive any additional compensation for serving as a director in 2024.

  18. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | John P. Bamforth(3) | 27,747 | 421,500 | 449,247 | | Gordon M. Binder(4) | 41,140 | — | 41,140 | | Emery N. Brown | 50,000 | 281,000 | 331,000 | | Michael T. Constantino | 57,500 | 281,000 | 338,500 | | Brady W. Dougan | 50,000 | 281,000 | 331,000 | | C. Bruce Green | 50,000 | 281,000 | 331,000 | | Keith Anthony Jones(5) | 27,747 | 421,500 | 449,247 | | Todd M. Pope | 55,000 | 281,000 | 336,000 | | Kathleen Sebelius | 75,000 | 281,000 | 356,000 | | Diane Seimetz | 50,000 | 281,000 | 331,000 | | Rajiv Shukla(6) | 22,390 | — | 22,390 | | Max Wallace | 55,000 | 281,000 | 336,000 | | Susan Windham-Bannister | 50,000 | 281,000 | 331,000 |

  19. Non-Employee Director Compensation

    (1)The amount reported here does not reflect the actual economic value that may be realized by the director. In accordance with SEC rules, this amount represents the grant date fair value of the option award, calculated in accordance with Accounting Standards Update 2018-07, “Compensation — Stock Compensation (Topic 718).” For additional information regarding the assumptions used in calculating the grant date fair value of the stock options reported in this table, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Stock-Based Compensation” in our Annual Report. (2)As of December 31, 2024, the following non-qualified stock option awards held by our current directors were outstanding: (i) options held by Dr. Bamforth to acquire 75,000 shares of common stock, (ii) options held by Dr. Brown to acquire 80,000 shares of common stock, (iii) options held by Mr. Constantino to acquire 80,000 shares of common stock, (iv) options held by Mr. Dougan to acquire 105,697 shares of common stock, (v) options held by Dr. Green to acquire 69,100 shares of common stock, (vi) options held by Dr. Jones to acquire 75,000 shares of common stock, (vii) options held by Mr. Pope to acquire 80,000 shares of common stock, (viii) options held by Ms. Sebelius to acquire 85,568 shares of common stock, (ix) options held by Dr. Seimetz to acquire 71,500 shares of common stock, (x) options held by Mr. Wallace to acquire 105,697 shares of common stock, and (xi) options held by Dr. Windham-Bannister to acquire 80,000 shares of our common stock. (3)Dr. Bamforth was elected to serve as a member of the board of directors effective June 11, 2024. (4)Mr. Binder served as a member of the board of directors until June 11, 2024. In April 2024, Mr. Binder entered into a consulting agreement with the Company, pursuant to which he receives a fee of $6,250 per quarter. Mr. Binder earned $6,250 per quarter for three quarters in 2024, which was paid in early 2025. (5)Dr. Jones was elected to serve as a member of the board of directors effective June 11, 2024. (6)Mr. Shukla served as a member of the board of directors until June 11, 2024.