Kathleen Sebelius
About Kathleen Sebelius
Independent Chair of Humacyte’s Board since 2021 (director since August 2021; previously director of Legacy Humacyte from 2015–2021). Age 76. Former U.S. Secretary of Health and Human Services (2009–2014); prior roles include Governor of Kansas, Kansas Insurance Commissioner (two terms), and four terms in the Kansas Legislature. Education: M.P.A., University of Kansas; B.A. in Political Science, Trinity Washington University. Current external boards include Devoted Health, Included Health, and Exact Sciences Corporation; CEO of Sebelius Resources LLC; additional nonprofit and advisory roles listed below . She is an independent director under Nasdaq standards and serves as Board Chair; directors (including Sebelius) attended at least 75% of Board/committee meetings in 2024 . Her current Board class is Class II (term ends at 2026 annual meeting) .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| U.S. Department of Health and Human Services | U.S. Secretary of HHS | 2009–2014 | Led federal health policy and reimbursement; extensive regulatory oversight experience |
| State of Kansas | Governor | Prior to 2009 (dates not specified) | State executive leadership; policy and budget experience |
| Kansas Insurance Department | Insurance Commissioner | Two terms (dates not specified) | Insurance regulation and payer landscape expertise |
| Kansas Legislature | Legislator | Four terms (dates not specified) | Legislative process and public policy experience |
External Roles
| Organization | Role | Public/Private/Nonprofit | Notes |
|---|---|---|---|
| Exact Sciences Corporation | Director | Public | Public company board service (healthcare diagnostics) |
| Devoted Health, Inc. | Director | Private | Managed care/Medicare Advantage (private) |
| Included Health Inc. | Director | Private | Virtual/benefits-enabled care delivery (private) |
| KFF (Kaiser Family Foundation) | Director | Nonprofit | Health policy non-profit board service |
| Project 50 | Director | Nonprofit | Director role |
| Aspen Institute Health Strategy Group | Co-Chair | Nonprofit | Health strategy leadership |
| Dole Institute of Politics | Advisory Board | Academic/Nonprofit | Advisory role |
| Out Leadership | Advisory Board | Nonprofit | Advisory role |
| Estée Lauder Foundation | Advisory Board | Foundation | Advisory role |
Board Governance
- Role and independence: Independent Chair; Board separates Chair and CEO roles; independent directors hold regular executive sessions .
- Committee assignments: Member, Audit Committee (with Michael T. Constantino, Chair; and Susan Windham-Bannister). All three are independent; Constantino is the Audit Committee financial expert. Audit Committee met nine times in 2024 .
- Board structure and cadence: 12 directors, classified (three classes). Board met eight times in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Independence determination: Board determined Sebelius and a majority of directors are independent under Nasdaq standards .
- Risk oversight: Board oversees strategy, enterprise risk (including cybersecurity) and delegates risk management process oversight to the Audit Committee; management provides regular ERM updates .
- Voting/engagement: Sebelius (as Chair) was designated as one of the proxyholders for the 2025 Annual Meeting along with the CEO and CFO .
| 2024 Board/Committee Activity | Count/Status |
|---|---|
| Board meetings | 8; all directors ≥75% attendance |
| Audit Committee meetings | 9; independent; AC financial expert designated |
Fixed Compensation (Non-Employee Director)
| Component (2024 unless noted) | Amount/Structure | Notes |
|---|---|---|
| Base annual cash retainer | $50,000 | Standard for non-employee directors |
| Board Chair cash retainer (increment) | $25,000 | Additional retainer for Chair role |
| Committee chair retainers | $7,500 (Audit); $5,000 (Nominating & Governance); $5,000 (Compensation) | Effective policy during 2024 |
| Commercial Committee chair retainer | $5,000 | Added effective March 2025 |
| Meeting fees | None disclosed | Not specified in policy |
| Sebelius 2024 cash actually paid | $75,000 | Base + Chair retainer |
- Anti-hedging/pledging: Company prohibits hedging; pledging requires prior Board approval .
Performance Compensation (Equity; Director)
| Equity Element | 2024 Policy/Grants | 2025 Policy Change | Notes |
|---|---|---|---|
| Annual option grant – continuing directors | 50,000 options | 80,000 options (effective March 2025) | Time-vested options under 2021 Plan |
| Annual option grant – newly appointed directors | 75,000 options | 125,000 options (effective March 2025) | Time-vested options under 2021 Plan |
| Sebelius 2024 equity grant (grant-date fair value) | $281,000 | — | Reported grant-date fair value in 2024 director comp table |
| Sebelius options outstanding (12/31/2024) | 85,568 options | — | Outstanding non-employee director options |
| Option repricing | Not permitted without shareholder approval | — | 2021 Plan prohibits repricing of options/SARs without stockholder approval |
- No performance-conditioned director equity metrics are disclosed; director equity is primarily time-based options under the 2021 Plan .
- Anti-hedging/pledging policies apply to directors, reinforcing alignment .
Other Directorships & Interlocks
| Company | Relationship to HUMA | Interlock/Conflict Notes |
|---|---|---|
| Exact Sciences Corporation (public) | None disclosed | No related-party transactions disclosed; standard external board service |
| Devoted Health, Included Health (private) | None disclosed | No HUMA transactions disclosed |
- Related party transactions: Company has a Related Person Transactions Policy; 2025 proxy disclosed no related-party transactions involving Sebelius; only indemnification agreements for directors/officers were noted .
Expertise & Qualifications
- Regulatory and policy expertise from service as U.S. HHS Secretary; deep payer/reimbursement insights; executive leadership in public sector .
- Governance experience as independent Board Chair; Audit Committee member; broad portfolio of nonprofit and private company governance roles .
- Education: M.P.A. (University of Kansas), B.A. (Trinity Washington University) .
Equity Ownership
| Holder | Beneficial Ownership (as of 3/31/2025) | % of Outstanding | Breakdown |
|---|---|---|---|
| Kathleen Sebelius | 69,158 shares | <1% | 41,207 shares common + 27,951 options exercisable within 60 days |
- Company-wide policy prohibits hedging and restricts pledging (Board approval required); no pledging by Sebelius disclosed .
- No director stock ownership guidelines for directors are disclosed in the proxy (none referenced) (no guideline mentioned).
Governance Assessment
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Strengths
- Independent Chair and separated Chair/CEO roles; robust independence posture and regular executive sessions of independent directors .
- Active Audit Committee with independent members and a designated financial expert; nine meetings in 2024; clear oversight of financial reporting, internal controls, related-party screening, and cybersecurity risk .
- Director engagement: Board met eight times in 2024 with all directors meeting the ≥75% attendance threshold .
- Alignment features: Director pay has a substantial equity component via options; anti-hedging/pledging policy reinforces alignment .
-
Watch items
- Ownership “skin in the game” for Sebelius is modest (<1% ownership), common for small/mid-cap biotech but worth monitoring for alignment as the company matures .
- Board includes a spousal relationship between the CEO (Laura Niklason) and director Brady Dougan; while Sebelius is independent Chair and majority of directors are independent, this relationship remains a governance complexity that requires continued strong independent oversight .
- Director equity is option-heavy (time-based, not performance-conditioned); while plan forbids repricing without shareholder approval, lack of performance conditions can be viewed as weaker pay-for-performance design for directors (common but noted) .
No Sebelius-specific related-party transactions, hedging/pledging, or attendance issues were disclosed in the latest proxy .