Dale A. Sander
About Dale A. Sander
Dale A. Sander is Chief Financial Officer, Chief Corporate Development Officer and Treasurer of Humacyte, serving in these roles since August 2021; he previously served as CFO/Treasurer of Legacy Humacyte from May 2021 and joined Legacy Humacyte’s board in September 2015. He is 65 and holds a B.S. in Business Administration from San Diego State University; prior roles include CFO of Bryn Pharma (2019–2021), CFO of AVITA Medical (2017–2019), SVP/Global Accounting Officer at Sutherland Global Services (2012–2017), and Senior Manager at Ernst & Young . In 2024, executive cash incentives paid to Sander were tied solely to company corporate objectives with a 91% of target payout, indicating performance-based pay alignment that year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bryn Pharma | Chief Financial Officer | 2019–2021 | Private life sciences CFO experience, finance leadership |
| AVITA Medical Limited | Chief Financial Officer | 2017–2019 | Public regenerative medicine CFO, capital markets and reporting |
| Sutherland Global Services, Inc. | SVP, Global Accounting Officer | 2012–2017 | Scaled global accounting, controls infrastructure |
| Ernst & Young | Senior Manager | Not disclosed | Audit/advisory foundation; SEC/reporting orientation |
| Humacyte Global, Inc. (Legacy) | Board Director | Since 2015 | Long-term strategic involvement with R&D and financing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external public company directorships disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 504,471 | 505,750 |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Bonus Paid ($) | 186,116 | 184,093 |
| Option Awards (Grant-date FV, $) | 647,150 | — (annual grants for 2024 performance made in Jan 2025) |
| All Other Compensation ($) | 13,746 | 14,346 |
| Total Compensation ($) | 1,351,483 | 704,189 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate objectives: BLA acceptance/launch readiness (trauma), hemodialysis trials progress (V007 top-line, V012 enrollment ≥60), coronary pipeline large animal studies, biovascular pancreas preclinical and FDA interactions, capital/lending/grants, employee engagement/culture | 100% corporate | 40% of salary | 91% of target | 184,093 | Paid after year-end per Bonus Plan timing |
2024 payout determination reflects Compensation Committee assessment that objectives were challenging and attainment uncertain; realized payout was 91% of target .
Equity Ownership & Alignment
| Ownership Element | Amount/Detail | Notes |
|---|---|---|
| Total Beneficial Ownership | 624,956 shares; <1% of outstanding | Based on 155,118,816 shares outstanding as of 3/31/2025 |
| Breakdown | 2,000 direct; 20,600 spouse; 602,356 options exercisable within 60 days (as of 3/31/2025) | Options counted only if exercisable within 60 days |
| Options – Outstanding (12/31/2024) | 183,817 (exercisable) @ $10.28 exp 1/14/2031; 210,076 (exercisable) @ $10.28 exp 5/16/2031; 17,068 (exercisable) @ $6.54 exp 4/12/2028; 2,625 (exercisable) @ $10.28 exp 12/14/2030; 68,000 (unexercisable) @ $3.07 exp 12/08/2032; 75,250 (exercisable)/225,750 (unexercisable) @ $2.80 exp 12/08/2033 | Exercisable vs unexercisable detailed |
| Vesting Schedules | Dec 2023 grant: 25% on 12/8/2024 then 1/48 monthly to 12/8/2027; Dec 2022 grant: 25% on 12/8/2023 then 1/48 monthly to 12/8/2026 | Standard time-based vest; corporate transaction acceleration conditions apply |
| Hedging/Pledging Policy | Hedging prohibited; options-only derivatives allowed when granted; short sales prohibited; pledging requires prior Board approval | Company-wide policy |
| Stock Ownership Guidelines | No formal equity ownership guidelines for executive officers | Not applicable to compliance status |
Employment Terms
| Term | Key Economics/Terms | Source |
|---|---|---|
| Employment Agreement | Effective May 18, 2021; initial base salary $480,000; annual incentive bonus eligibility up to 40% of then-current base salary; one-time sign-on bonus $55,000 | |
| Severance (no CIC) | If terminated without cause or resigns for good reason: six months base salary; pro rata current-year bonus; any accrued, earned, unpaid prior-year bonus; subject to release and non-compete compliance | |
| Change-of-Control Payments | No additional change-in-control severance multiples in employment agreement | |
| Equity Acceleration (Corporate Transaction) | If successor does not assume/replace awards: full acceleration before transaction; if assumed/replaced and involuntary termination occurs from 30 days before to 12 months after effective date: full vesting; administrator may also accelerate/cash-out awards; repricing prohibited without shareholder approval | |
| 280G Treatment | Parachute payment cutback to maximize net-after-tax if applicable; no tax gross-ups disclosed | |
| Non-Compete/Non-Solicit | Severance conditioned on compliance with non-competition agreement; detailed duration/scope not disclosed | |
| Clawback | Not specifically disclosed in proxy for executive compensation – | — |
| 401(k)/Perqs | 401(k) match up to 4%; 2024 all-other comp includes $13,800 401(k) match + $546 life insurance premiums |
Compensation Structure Analysis
- 2024 pay tilted toward cash: no equity grants to NEOs were made in 2024 (annual grants for 2024 performance occurred in January 2025), increasing the cash share of the mix versus 2023 when options were granted .
- Annual bonus is fully at-risk and linked solely to corporate objectives, with Sander’s target set at 40% of salary and actual payout at 91% of target for 2024, supporting pay-for-performance alignment .
- Equity remains predominantly stock options with 4-year graded vesting and potential acceleration protections around corporate transactions; repricing is prohibited without shareholder approval, reducing governance risk .
Governance, Peer Benchmarking, and Shareholder Feedback
- Compensation Committee uses independent consultant Radford (Aon) and the Radford Global Life Sciences Survey for benchmarking and program design; no explicit compensation peer group roster disclosed .
- 2025 proxy proposals were limited to director elections, PwC ratification, and an increase in authorized shares; no say-on-pay resolution was presented .
- At the 2024 annual meeting, stockholders voted on director elections and auditor ratification; no say-on-pay item was included .
Investment Implications
- Alignment: Sander’s bonus is fully tied to corporate milestones with realized payout at 91% of target for 2024, indicating structured linkage to operational progress . The absence of formal stock ownership guidelines is a neutral-to-slight negative on alignment, partially offset by sizeable vested options exposure .
- Retention and change-of-control: Severance is modest (six months base) without CIC multiples, but option acceleration upon corporate transactions and post-transaction involuntary termination may influence retention dynamics during strategic events .
- Selling pressure: A material portion of Sander’s beneficial stake is via vested options (602,356 options exercisable within 60 days as of 3/31/2025), which can create episodic supply over vest/exercise windows; pledging is restricted and hedging prohibited, which mitigates some risk .
- Governance risk: Repricing prohibitions and use of an independent compensation consultant reduce compensation-related red flags; 280G cutback instead of tax gross-ups is shareholder-friendly .