Heather Prichard
About Heather Prichard
Heather Prichard, age 47, is Humacyte’s Chief Operating Officer. She has served as COO since March 2019 at Legacy Humacyte and continued as COO at Humacyte (post-merger) since August 2021. She holds a Ph.D. in Biomedical Engineering from Duke University and a B.A. in Chemical Engineering from Georgia Tech, and has led process and product development teams for the ATEV through all phases of clinical development . 2024 executive bonuses were based solely on corporate objectives, with a 91% of target payout, indicating solid progress against regulatory and launch-readiness goals; no TSR or revenue/EBITDA performance metrics were disclosed for executive pay in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legacy Humacyte (pre-merger) | Chief Operating Officer | Mar 2019–Aug 2021 | Led process/product development teams for ATEV across clinical development phases |
| Legacy Humacyte | SVP, Product Development | Apr 2016–Feb 2019 | Advanced product/process development for ATEV |
| Legacy Humacyte | Management roles | 2012–2016 | Built product development capabilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procter & Gamble | Research, Development, Engineering | 1999–2002 | Early career R&D/engineering foundation |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $461,705 | $468,400 |
| Target Bonus (%) | 40% | 40% |
| Actual Bonus Paid ($) | $172,371 | $170,498 |
Perquisites
| Metric | 2023 | 2024 |
|---|---|---|
| 401(k) Match ($) | $13,200 | $13,800 |
| Life Insurance Premium ($) | $507 | $507 |
Performance Compensation
Annual Cash Bonus Structure (2024)
| Component | Weighting | Payout vs Target | Notes |
|---|---|---|---|
| Corporate Objectives (aggregate) | 100% | 91% | Objectives focused on FDA BLA acceptance and launch prep for vascular trauma ATEV; hemodialysis access trials, coronary/bypass studies, BVP pipeline, financial discipline, culture/retention |
Equity Incentives (Options)
Humacyte primarily uses stock options for executives; options vest 25% at 1-year from grant then 1/48th monthly thereafter (for 2022 and 2023 grants). 2018 grants vest annually in three installments. The December 14, 2020 option vests in tranches tied to time and regulatory milestones (BLA submission/approval). Options may fully vest upon certain corporate transactions with specified involuntary termination windows; successor non-assumption triggers acceleration prior to close .
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiry | Vesting Terms |
|---|---|---|---|---|---|---|
| 04/12/2018 | Stock Option | 157,557 | — | 6.54 | 04/12/2028 | 3 equal annual installments |
| 12/14/2020 | Stock Option | 2,625 | — | 10.28 | 12/14/2030 | 1/5 at 1-year; 2/5 over 24 months; 1/5 at BLA submission; 1/5 at FDA approval |
| 12/08/2022 | Stock Option | 19,834 | 68,000 | 3.07 | 12/08/2032 | 25% at 1-year; 1/48 monthly thereafter |
| 12/08/2023 | Stock Option | 72,500 | 217,500 | 2.80 | 12/08/2033 | 25% at 1-year; 1/48 monthly thereafter |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 296,890 (options exercisable within 60 days of Mar 31, 2025) |
| Ownership as % of Shares Outstanding | Less than 1% |
| Vested vs Unvested (as of Dec 31, 2024) | Exercisable: 252,516; Unexercisable: 285,500 |
| Options In-The-Money Value | Not disclosed in proxy (strike prices listed; market prices not provided in proxy) |
| Pledging/Hedging | Company policy prohibits hedging; pledging requires prior Board approval |
| Ownership Guidelines | No formal executive equity ownership guidelines |
| Compliance Status | Not applicable (no guidelines) |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement Date | September 13, 2019 |
| Initial Base Salary | $300,000 (subject to review) |
| Bonus Eligibility | Annual incentive bonus at Board discretion based on objectives |
| Severance (termination without cause / resignation for good reason) | 6 months base salary; pro rata current-year bonus; prior-year earned unpaid bonus; subject to release and non-compete compliance |
| Change-in-Control Cash Benefits | None; no additional cash benefits disclosed |
| Equity Treatment in Corporate Transactions | Acceleration under the 2021 Plan in specified cases, including non-assumption by successor or involuntary termination within defined window (“double trigger” construct) |
| Clawback/Recoupment | Proxy does not disclose a clawback policy; Compensation Committee retains discretion to reduce/eliminate bonus payouts |
| Non-Compete/Non-Solicit | Agreements reference compliance with non-competition obligations; durations/scopes not specified in proxy |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid 91% of target fully on corporate objectives, indicating alignment to regulatory and launch milestones rather than stock/TSR metrics; equity is entirely options with time- and milestone-based vesting, creating multi-year at-risk exposure .
- Retention risk: Severance is modest at 6 months of base salary (vs CEO at 12 months), with no change-in-control cash; equity acceleration exists only under defined corporate transaction conditions, which reduces “golden parachute” optics but may heighten retention sensitivity during strategic events .
- Insider selling pressure: Large unvested option overhang from 2022–2023 grants with monthly vesting cadence suggests continuous incremental unlocks; policy bans hedging and restricts pledging, which mitigates misalignment risk, and no pledging is disclosed for Dr. Prichard .
- Ownership alignment: Beneficial ownership is <1% of outstanding shares, though option holdings are substantial; absence of formal executive ownership guidelines means alignment relies on option value and performance outcomes rather than mandated holdings .
Related governance context: Executive pay is overseen by an independent Compensation Committee (chaired by Todd Pope) using an independent consultant (Radford/Aon), with equity awards governed by the 2021 LTIP; anti-hedging/pledging policies are in force .