Brady W. Dougan
About Brady W. Dougan
Brady W. Dougan (age 65) has served on Humacyte’s Board since August 2021; he holds a B.A. in Economics and an MBA in Finance from the University of Chicago and previously chaired Legacy Humacyte’s board (2019–2021) after serving as a director since 2005 . He is not an independent director under Nasdaq standards due to a family relationship—he is married to CEO Laura E. Niklason—an explicit non‑independence determination by the Board . During 2024, each director attended at least 75% of aggregate Board and committee meetings; the Board met eight times and acted by written consent once .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse Group AG / Credit Suisse AG | Chief Executive Officer; Member of the Executive Board | 2007–2015 | Led through 2008 crisis and banking reforms |
| Exos Securities | Chairman & Chief Executive Officer | 2015–present | Founder/leader of institutional platform |
| Legacy Humacyte | Chair of Board; Director | Chair: 2019–2021; Director: since 2005 | Long-tenured governance continuity pre‑merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Chicago | Board of Trustees | Current | Higher‑education governance; alumni ties |
Board Governance
- Board classification and tenure: Class I director; nominated for re‑election in 2025 to a term through the 2028 annual meeting .
- Independence: Board determined Brady W. Dougan is not independent; family relationship disclosed (spouse is CEO) .
- Committee assignments: Not listed as a member of Audit, Compensation, Nominating & Governance, or Commercial Committees; those committees exclude Dougan in stated membership rosters .
- Attendance and engagement: Board met eight times; all directors (including Dougan) attended ≥75% of meetings for their service period; independent directors hold executive sessions .
- Board leadership: Chair is Kathleen Sebelius; roles of Chair and CEO are separated, with rationale for enhanced oversight .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director retainer |
| Option award grant-date fair value | $281,000 | Annual non‑employee director option grant |
| Total 2024 director compensation | $331,000 | Sum of cash and equity fair value |
- Policy details: Director cash retainer $50,000; chair retainers (Audit $7,500; N&G $5,000; Compensation $5,000; Board Chair $25,000). Effective March 2025, Commercial Committee chair retainer $5,000 and annual equity grants increased to 80,000 options for continuing directors and 125,000 for newly appointed directors .
- Non-employee director annual compensation cap: Aggregate value of awards and cash ≤$750,000 per year (≤$1,000,000 in the initial appointment year) under the 2021 Plan .
Performance Compensation
| Item | Structure | Metrics/Triggers |
|---|---|---|
| Annual equity grants to directors | Stock options under the 2021 Plan | No director‑specific performance metrics disclosed; option terms governed by plan; repricing prohibited without stockholder approval |
- No director meeting fees disclosed; director equity awards are time‑based under plan terms; performance awards are permitted under the 2021 Plan generally, but no director‑specific performance metrics disclosed in the proxy .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| University of Chicago | Non‑profit/academic | Trustee | Governance role; no Humacyte transaction disclosed |
| Family Relationship | Related party | Spouse is CEO (Laura E. Niklason) | Board determined non‑independence; explicit family relationship disclosure |
- 5% holders context: Fresenius Medical Care Holdings (11.8%) and an observer attends Board meetings (non‑voting), indicating a significant strategic holder presence; useful for interlock awareness though not a directorship by Dougan .
Expertise & Qualifications
- Capital markets and risk management expertise from leading a global bank through the 2008 crisis and subsequent regulatory changes .
- Entrepreneurial and financial leadership (Exos Securities) aligned with financing strategy for public/private companies .
- Long‑tenured Humacyte governance experience (Legacy Humacyte director since 2005; chair 2019–2021), providing continuity .
- Academic governance via University of Chicago Board of Trustees .
Equity Ownership
| Ownership Detail | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Dougan) | 6,114,352 | 3.9% | Includes spouse/affiliates per footnote |
| Options exercisable within 60 days (Dougan) | 48,080 | — | Vested, near‑term exercisable |
| Shares held by Ayabudge LLC (Dougan controls) | 2,241,045 | — | Sole voting/dispositive power by Dougan |
| Shares/Options attributable to spouse (Dr. Niklason) included in Dougan’s beneficial calculation | Common: 243,851; Trust: 1,148,240; Options exercisable within 60 days: 2,433,136 | — | Family aggregation per SEC rules |
| Outstanding director options (as of 12/31/2024) | 105,697 | — | Total options held by Dougan at year‑end |
- Insider trading policy prohibits hedging and limits pledging without Board approval; short sales and certain derivatives are prohibited .
Governance Assessment
-
Red flags:
- Not independent under Nasdaq due to spouse‑CEO relationship; this creates potential conflicts and perceived influence risks in CEO/management oversight .
- Significant aggregated ownership via spouse and controlled entity (Ayabudge LLC), which can align incentives but may concentrate influence at the board level .
-
Mitigants:
- Separation of Chair and CEO roles; independent director executive sessions; independent composition across Audit, Compensation, and Nominating & Governance committees (Dougan is not a member), which helps buffer conflicts in compensation and oversight processes .
- Formal related‑party transactions policy and audit committee oversight for RPT and risk management processes .
-
Signals for investors:
- Compensation mix for Dougan leans toward options, suggesting some equity alignment; however, absence of director performance metrics means alignment relies on market‑based equity value rather than explicit performance hurdles .
- Attendance threshold met; broad board refreshment and committee structures indicate attention to governance processes, but independence concerns persist in CEO oversight given marital interlock .