Emery N. Brown
About Emery N. Brown
Emery N. Brown, age 68, is a Class III independent director of Humacyte (HUMA) serving since August 2021. He is the Warren M. Zapol Professor of Anaesthesia at Harvard Medical School and the Edward Hood Taplin Professor of Medical Engineering and Computational Neuroscience at MIT; he previously served as an anesthesiologist at Massachusetts General Hospital (1992–2022). He is a recipient of the National Medal of Science and is a member of the National Academy of Medicine, National Academy of Sciences, National Academy of Engineering, and National Academy of Inventors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital | Anesthesiologist | 1992–2022 | Clinical practice and research in anesthesia |
| Proceedings of the National Academy of Sciences (PNAS) | Editor | n/a | Editorial oversight of high-impact scientific publications |
| New England Journal of Medicine | Editorial Advisory Committee member | n/a | Advisory role on editorial standards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guggenheim Foundation | Trustee | Current | Board-level governance |
| Simons Foundation | Trustee | Current | Board-level governance |
| PASCALL Systems, Inc. (medical device startup) | Director, co‑founder | Current | Early-stage medical device board; not disclosed as a related party of HUMA |
Board Governance
- Classification and tenure: Class III director; term expires at the 2027 annual meeting; director since August 2021 .
- Independence: Board determined Brown is independent under Nasdaq standards .
- Committee assignments: Member, Nominating and Governance Committee; Max Wallace is Chair .
- Attendance and engagement: The Board met eight times and acted by written consent once in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in scheduled executive sessions .
- Board leadership: Chair is Kathleen Sebelius; separate Chair and CEO roles .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | $50,000 | $50,000 |
| Chair/committee cash fees ($) | $0 (not a chair) | $0 (not a chair) |
| Total cash ($) | $50,000 | $50,000 |
- Policy details: Non‑employee directors receive $50,000 annual cash retainer; additional retainers include $25,000 for Board Chair, $7,500 for Audit Chair, $5,000 for Nominating & Governance Chair and Compensation Chair. Effective March 2025, added $5,000 for Commercial Committee Chair and increased annual option grants to 125,000 for new directors and 80,000 for continuing directors .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option awards grant-date fair value ($) | $21,760 | $281,000 |
| Outstanding director options (shares) | 30,000 (as of 12/31/2023) | 80,000 (as of 12/31/2024) |
Director equity awards are options under the 2021 Plan; the plan prohibits repricing options/SARs without stockholder approval and allows vesting acceleration or award substitution in corporate transactions if successor does not assume/replace the awards .
Option Grants and Vesting Metrics
| Transaction Date | Filing Date | Type | Shares Granted | Price ($) | Post‑Transaction Ownership (Options) | Source |
|---|---|---|---|---|---|---|
| 2023-06-15 | 2023-06-16 | Award (Stock Options) | 8,500 | 3.35 | 8,500 | |
| 2024-06-13 | 2024-06-17 | Award (Stock Options) | 50,000 | 7.20 | 50,000 | |
| 2025-06-12 | 2025-06-16 | Award (Stock Options) | 80,000 | 2.41 | 80,000 |
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Private/non-profit boards: Trustee roles at Guggenheim and Simons Foundations; board seat at PASCALL Systems (early-stage medical device). No related-party transactions disclosed between HUMA and these entities .
Expertise & Qualifications
- Deep medical and scientific expertise spanning anesthesia, medical engineering, and computational neuroscience; editorial roles at PNAS and NEJM underline scientific governance experience .
- National Medal of Science and memberships in premier national academies signal domain leadership and credibility .
Equity Ownership
| As of | Beneficial Ownership (shares) | % of Shares Outstanding | Composition |
|---|---|---|---|
| 03/31/2024 | 12,467 | 0.0105% (12,467 / 119,084,353) | Options exercisable within 60 days |
| 03/31/2025 | 21,914 | 0.0141% (21,914 / 155,118,816) | Options exercisable within 60 days |
- Outstanding director options: 80,000 shares (as of 12/31/2024) .
- Hedging/pledging: Company policy prohibits hedging and prohibits pledging without prior Board approval; no pledge disclosed for Brown .
Governance Assessment
- Strengths: Brown is independent, with consistent meeting attendance (≥75%), and contributes on the Nominating & Governance Committee—key for board refreshment and evaluations. His scientific leadership and editorial governance experience enhance board oversight of R&D and clinical strategy .
- Incentive alignment: Equity granted annually via options creates at‑risk exposure; 2024 option fair value increased materially, and 2025 policy raised continuing director grant to 80,000 options, aligning director incentives with shareholder value creation while respecting the plan’s no‑repricing safeguard .
- Conflicts/related parties: No related‑party transactions are disclosed involving Brown; HUMA’s policy requires Audit Committee review and approval of any such transactions, and none are cited for Brown .
- RED FLAGS: None identified for Brown in attendance, independence, pledging, or related‑party exposure based on disclosed materials .