Independent
Tenure on this board
2.0 yrs
3 nominees · 5 ballot items.
Election of three Class II directors; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes; ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm; approval to amend the Certificate of Incorporation to increase authorized common shares from 350,000,000 to 550,000,000.
Elect three Class II directors (John P. Bamforth, Keith Anthony Jones and Kathleen Sebelius) to serve until the 2029 annual meeting.
Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks holders to endorse Humacyte’s 2025 named executive officer compensation as disclosed in the proxy. Management seeks a Say-on-Pay vote to validate its pay philosophy: competitive base salaries, performance-based cash bonuses tied to company objectives, and long-term equity incentives (options and RSUs) designed to retain executives and align their interests with stockholders. The Compensation Committee uses peer-group and survey benchmarking and an independent consultant (Aon) to set awards. The Board’s recommendation is supported by a disclosure of corporate objectives, an 80% payout against 2025 targets, and details of equity grants and severance arrangements. While non-binding, the vote is intended to provide feedback to the Compensation Committee and could influence future pay decisions. Given recent equity grant sizes and the company’s stock price decline in 2025, shareholders may weigh retention and incentive alignment against dilution and realized pay; management argues that the program remains appropriate and that compensation decreased on a pay‑for‑performance basis when measured by certain SEC-required metrics.
Non-binding advisory vote where stockholders indicate whether future Say-on-Pay votes should occur every one, two, or three years; Board recommends annual votes.
This management proposal requests a non-binding preference from shareholders on how often to hold Say-on-Pay advisory votes (1, 2 or 3 years). Management recommends an annual vote, arguing it provides regular accountability and aligns with the Compensation Committee’s annual review cycle. The Board emphasizes that while non-binding, results will be considered in governance practice. The proposal sits within common corporate governance norms; an annual vote is the prevailing market standard and favored by most governance advisers. The vote poses little substantive impact on company operations but signals investor sentiment on executive pay oversight and can influence the Compensation Committee’s stakeholder engagement.
Ratify the Board’s selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
The management-recommended ratification asks shareholders to confirm PwC as the independent auditor for 2026. The Audit Committee reviewed PwC’s qualifications, independence, fee structure, historical performance and the potential disruption of changing auditors. PwC has audited the company since 2021 (and Legacy Humacyte earlier), giving continuity and firm-specific institutional knowledge of the company’s accounting policies and internal controls. Audit fees and tax fees for 2025 and 2024 are disclosed; pre-approval policies exist. The Audit Committee argues ratification supports audit quality and continuity; shareholders may consider independence, fees, and tenure when deciding whether to ratify.
Approve amendment to increase authorized common stock shares from 350,000,000 to 550,000,000.
This management proposal seeks shareholder approval to increase the company’s authorized common shares by 200 million (from 350M to 550M). Management frames the amendment as necessary to preserve corporate flexibility for employee equity awards, capital raises, and strategic transactions without needing to convene a special meeting for additional authorization. The company disclosed outstanding shares (~222M) and 102.5M reserved for issuance under equity plans and other arrangements as of March 31, 2026, indicating potential near-term demand for authorization. While the proposal provides operational agility, it creates a risk of substantial dilution to existing holders and could be used defensively in control contests. The Board states it does not intend to use the increase for anti-takeover purposes but acknowledges the possibility. Shareholders will weigh the pros (financing and strategic optionality, administrative efficiency) against the cons (dilution, potential governance impacts) when voting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.22% | 7,158,162 | $4M |
| 2 | BlackRock, Inc. | 3.16% | 7,016,094 | $4M |
| 3 | ANTIPODES PARTNERS Ltd | 2.58% | 5,723,750 | $3M |
| 4 | BlackRock, Inc. | 1.95% | 4,329,079 | $3M |
| 5 | GREAT POINT PARTNERS LLC | 1.69% | 3,750,000 | $2M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.40% | 3,097,340 | $2M |
| 7 | STATE STREET CORP | 1.37% | 3,043,929 | $2M |
| 8 | Woodline Partners LP | 0.90% | 2,002,582 | $1M |
| 9 | UBS Group AG | 0.90% | 1,990,549 | $1M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 0.83% | 1,845,823 | $1M |
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