C. Bruce Green
About C. Bruce Green
C. Bruce Green, age 69, is an independent director of Humacyte (HUMA) since 2022. A physician and retired U.S. Air Force Lieutenant General, he served as the 20th Surgeon General of the U.S. Air Force, overseeing global medical operations and large-scale healthcare administration. He holds a B.S. (University of Wisconsin–Parkside), M.D. (Medical College of Wisconsin), and M.P.H. (Harvard School of Public Health) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force Medical Service | Surgeon General (20th) | Aug 2009 – Jul 2012 | Oversaw 42,800 staff across 75 medical facilities worldwide; senior leadership of military healthcare delivery . |
| U.S. Air Force Medical Service | Deputy Surgeon General | Aug 2006 – Aug 2009 | Senior leadership of operations and policy . |
| U.S. Air Force Medical Service | Assistant Surgeon General for Health Care Operations | Jul 2005 – Aug 2006 | Managed healthcare operations . |
| U.S. Air Force | Commissioned through Health Professions Scholarship Program | 1978 – Jul 2012 | Retired as Lieutenant General after 34 years of service . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deloitte Federal Consulting | Director and Chief Medical Officer | Oct 2013 – 2022 | Led clinical and healthcare advisory work; retired 2022 . |
Board Governance
- Committee memberships: Nominating & Governance Committee (member) and Commercial Committee (member); not a committee chair .
- Independence: Board determined Green is independent under Nasdaq standards .
- Attendance and engagement: Board met 8 times in 2024; each director attended ≥75% of Board and committee meetings during their service period . Nominating & Governance acted by written consent twice in 2024; Commercial Committee met five times in 2024 .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Item | 2024 Value (USD) |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
Director policy: standard annual cash retainer is $50,000; additional chair retainers apply to committee chairs (Green is not a chair) .
Performance Compensation
| Item | 2024 Value / Terms |
|---|---|
| Option Awards (grant-date fair value) | $281,000 |
| Outstanding Director Options (as of 12/31/24) | 69,100 shares |
| Non-Employee Director Annual Equity/Cash Cap | $750,000 (or $1,000,000 in initial year) |
| Equity program updates (effective Mar 2025) | Annual option grant increased to 80,000 for continuing directors; 125,000 for new directors |
| Plan safeguards | No option/SAR repricing without stockholder approval |
Expertise & Qualifications
- Senior healthcare administration and operations leadership (USAF Surgeon General, Deputy Surgeon General; large-scale systems oversight) .
- Clinical and public health training (M.D., M.P.H.; residencies in family practice and aerospace medicine) .
- Federal consulting leadership experience (Deloitte Federal Consulting CMO/Director) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed (public company boards) | — | Proxy lists current and recent roles; no other public company directorships disclosed for Green . |
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 12,738; “less than 1%” of shares outstanding (*) |
| Breakdown | 2,400 shares owned; 10,338 options exercisable within 60 days |
| Director options outstanding | 69,100 shares (includes unvested/unexercisable) |
| Hedging/Pledging | Hedging prohibited; pledging not permitted without prior Board approval |
(*) Beneficial ownership and “<1%” classification per company disclosure .
Governance Assessment
- Board effectiveness: Green brings deep healthcare operations expertise aligned with Humacyte’s commercialization and health system engagement; his seat on the Commercial Committee supports manufacturing, pricing, market access, and sales oversight .
- Independence & engagement: Confirmed independent; committee participation on governance and commercialization; attendance at or above the company’s threshold (≥75%) in 2024 indicates baseline engagement .
- Incentive alignment: Director pay is equity-heavy (significant option awards) under a plan that prohibits repricing without stockholder approval, supporting long-term alignment while limiting governance risk from equity modifications .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Green. Notable board-level family relationship exists between the CEO (Laura Niklason) and director Brady Dougan, but it does not involve Green and is explicitly disclosed; independent directors meet in executive session to mitigate conflicts .
RED FLAGS
- None disclosed specific to Green (no related-party transactions, no hedging/pledging disclosed). Board-level spousal relationship (CEO and director Dougan) is disclosed; continued robust independent director oversight and executive sessions are important mitigants .