John P. Bamforth
About John P. Bamforth
John P. Bamforth (age 61) is an independent Class II director of Humacyte (HUMA), serving since 2024. He is Executive Director of Eshelman Innovation at UNC–Chapel Hill (since 2019) and previously spent 30 years at Eli Lilly, including as Chief Marketing Officer for Lilly’s U.S. business (2012) and Global CMO (2016), retiring in 2018; he holds a BPharm (University of Bath) and a Ph.D. and D.Sc. (Hon.) from Aston University . He was elected by shareholders on June 11, 2024, then reclassified from Class III to Class II to rebalance board classes; for all purposes his service is deemed uninterrupted .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Chief Marketing Officer (U.S., 2012); Global CMO (2016); various brand development/commercialization roles; retired 2018 | 30 years; retired 2018 | Led large-scale commercialization and brand strategy |
| Structural Genomic Consortium (SGC) | Director | 2019–2021 | Public–private partnership exploring genome targets |
External Roles
| Organization | Role | Since | Notes/Committees |
|---|---|---|---|
| Eshelman Innovation (UNC–Chapel Hill) | Executive Director | 2019 | Translational innovation institute |
| READDI (Rapidly Emerging Antiviral Drug Development Initiative) | Director | Current | Global non-profit developing small-molecule antivirals for pandemics |
| Akancocure (private biotechnology) | Director | Current | Private company board |
| Ciara Arts and Sciences Foundation | Co-founder | 2017 | Supports disadvantaged youth access to college |
Board Governance
- Independence: The Board determined Dr. Bamforth is independent under Nasdaq standards .
- Committees: Member, Commercial Committee; the committee oversees manufacturing, pricing, market access, and sales, chaired by Dr. Windham‑Bannister; it met five times in 2024 .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and applicable committee meetings during their service period .
- Board structure and leadership: 12‑member classified board; independent Chair (Kathleen Sebelius) with separated CEO/Chair roles .
- Class/term: Class II director; term expiring at the 2026 annual meeting after reclassification to rebalance board classes .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Family relationships: Proxy discloses only the spousal relationship between the CEO (Dr. Niklason) and director Brady W. Dougan; no additional family relationships among directors/officers .
2024 Shareholder Support (Election Results)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| John P. Bamforth | 52,445,253 | 319,536 | 17,266,652 |
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 27,747 | — (none disclosed) | — (none disclosed) | 27,747 |
- Director compensation policy (2024): annual cash retainer $50,000 for non‑employee directors; additional cash retainers: Board Chair $25,000; Audit Chair $7,500; Nominating & Governance Chair $5,000; Compensation Chair $5,000; effective March 2025, Commercial Committee Chair $5,000 .
Performance Compensation
| Item | Value/Policy |
|---|---|
| 2024 option grant (grant date fair value) | $421,500 (non‑employee director option award) |
| Options outstanding as of 12/31/2024 | 75,000 options to acquire common stock (non‑qualified) |
| 2025 policy: new director annual option size | Increased from 75,000 to 125,000 options (effective March 2025) |
| 2025 policy: continuing director annual option size | Increased from 50,000 to 80,000 options (effective March 2025) |
| Exercise price policy | ≥ 100% of FMV on grant date |
| Option term | Up to 10 years |
| Repricing without stockholder approval | Not permitted |
| Annual director compensation cap | $750,000 per non‑employee director per calendar year; $1,000,000 in initial election year |
| Grant timing (directors) | Annual grants at first Board meeting after annual meeting (Board practice) |
Mix/structure: In 2024, Dr. Bamforth’s total reported director compensation of $449,247 was heavily equity‑weighted ($421,500 options; $27,747 cash) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | — | None disclosed in proxy biography | Proxy lists only non‑profit/private boards; no public directorships disclosed |
| READDI | Non‑profit | Director | No related‑party transaction disclosed |
| Akancocure | Private | Director | No related‑party transaction disclosed |
Expertise & Qualifications
- Deep commercialization and brand leadership in global pharma from Eli Lilly (U.S. CMO and Global CMO), supporting his Commercial Committee seat .
- Academic innovation leadership as Executive Director of UNC’s Eshelman Innovation .
- Scientific and industry governance exposure via SGC board service .
- Degrees: BPharm (University of Bath); Ph.D. and D.Sc. (Hon.), Aston University .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 31, 2025 | — (none reported) | — (less than 1%) | Beneficial ownership table reports no shares for Dr. Bamforth; counts include shares and options exercisable within 60 days |
| December 31, 2024 | 75,000 options outstanding | n/a | Non‑employee director options outstanding as of year‑end |
- Hedging/pledging: Hedging is prohibited; pledging company securities is not permitted without prior Board approval .
- Ownership guidelines: No director ownership guidelines disclosed; the 2021 Plan caps annual director compensation and prohibits option/SAR repricing without shareholder approval .
Governance Assessment
- Board effectiveness: Independence, commercialization expertise, and strong shareholder support at election (52.4M “for”) suggest credibility and fit for HUMA’s go‑to‑market transition; Commercial Committee focus aligns with his background .
- Alignment and incentives: 2024 compensation skewed to equity ($421.5k options vs. $27.7k cash), consistent with alignment; however, beneficial ownership shows no shares yet beneficially owned as of March 31, 2025 (likely due to vesting/exercisability timing) .
- Conflicts/related parties: Proxy discloses no related‑party transactions involving Dr. Bamforth; independence affirmed; hedging prohibited and pledging restricted, reducing alignment risks .
- Engagement: Board and committee activity appear robust (Board met 8x; Commercial Committee 5x in 2024), with ≥75% attendance across directors, supporting governance diligence .
No RED FLAGS identified specific to Dr. Bamforth in the latest proxy: no related‑party transactions, no low attendance disclosures, and compensation practices include equity plan safeguards (FMV pricing, no repricing without vote, director award caps) .