Keith Anthony Jones
About Keith Anthony Jones
Keith Anthony Jones, age 64, is an independent Class II director of Humacyte (HUMA) since June 11, 2024, with medical and health system leadership credentials spanning anesthesiology and large-scale clinical operations . He served as Chief Physician Executive of UAB Health System, Senior Associate Dean for Clinical Affairs (UAB Heersink School of Medicine), and President of the UAB Health Services Foundation; he holds a B.S. in microbiology and an M.D. from the University of Alabama, and completed residency and postdoctoral fellowship at Mayo Graduate School of Medicine . The Board determined Dr. Jones is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UAB Health System | Chief Physician Executive; Senior Associate Dean for Clinical Affairs (UAB Heersink School of Medicine); President, UAB Health Services Foundation (Faculty Practice Plan ~1,400 physicians) | 2017–May 2024 | Oversaw faculty practice operations and clinical affairs at scale |
| UAB Hospital / UAB Heersink School of Medicine | Chair, Department of Anesthesiology & Perioperative Medicine; Chief of Anesthesiology Services | 2006–2017 | Led department; drove perioperative services strategy |
| UAB Heersink School of Medicine | Maurice S. Albin Professor of Anesthesiology and Perioperative Medicine | 2019–May 2024 | Academic leadership and program development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Society of Anesthesiologists | Member; service on and leadership of numerous committees | Not specified | Professional society engagement; committee leadership experience |
Board Governance
- Committee assignments: Member, Commercial Committee; the Commercial Committee oversees manufacturing, pricing, market access, and sales; chaired by Dr. Susan Windham‑Bannister .
- Independence: Board determined Jones is independent under Nasdaq standards .
- Attendance: The Board met 8 times (plus one written consent) in 2024; each director attended at least 75% of Board and relevant committee meetings during their service period .
- Board leadership and composition: Kathleen Sebelius serves as Chair (separate from CEO); Board size 12, classified into three classes; independent directors meet in regular executive sessions .
Fixed Compensation
| Metric | 2024 | Policy (as of Mar 2025) |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | $50,000 (unchanged); plus $5,000 annual cash retainer for Commercial Committee chair (not applicable to Jones) |
| Chair of Board cash retainer | $25,000 (Sebelius) | $25,000 |
| Audit Committee chair cash retainer | $7,500 | $7,500 |
| Compensation/Nominating chair cash retainer | $5,000 each | $5,000 each |
| Jones – cash fees earned (partial year 2024) | $27,747 | N/A |
Notes: No meeting fees disclosed; Jones is not a committee chair; cash reflects partial-year service starting June 11, 2024 .
Performance Compensation
| Equity Component | 2024 Grant Profile | Outstanding/Quantity | Valuation/Terms |
|---|---|---|---|
| Non-employee director option grant (Jones) | Newly appointed directors historically received options; Jones was elected June 11, 2024 | 75,000 options outstanding as of Dec 31, 2024 | Grant date fair value reported at $421,500 (Jones) ; options generally struck ≥ FMV on grant date; no repricing without shareholder approval per 2021 Plan |
| Continuing director annual option grant (context) | 50,000 options prior to Mar 2025 policy change | N/A | N/A |
| Policy change (Mar 2025) | New director grant increased to 125,000 options; continuing director grant increased to 80,000 options | N/A | N/A |
Performance metrics tied to director compensation: None disclosed; director equity is service-based under the 2021 Plan (administrator sets vesting; options must be at least FMV; plan forbids repricing without stockholder approval) .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Jones |
Board-level interlocks context: Family relationship exists between CEO Laura Niklason and director Brady Dougan; both serve on the Board (not related to Jones) . Fresenius Medical Care has a non-voting Board observer designated (ecosystem linkage given Fresenius’ 11.8% stake) .
Expertise & Qualifications
- Health system leadership and clinical operations: Led UAB’s faculty practice plan (~1,400 physicians) and clinical affairs; former department chair and anesthesiology chief .
- Medical expertise: M.D.; anesthesiology training and fellowship at Mayo Graduate School of Medicine; academic professorship in anesthesiology and perioperative medicine .
- Governance readiness: Committee leadership experience in ASA; independent director status .
Equity Ownership
| Metric | As of Mar 31, 2025 |
|---|---|
| Total beneficial ownership (common shares) | — (none disclosed) |
| Ownership % of shares outstanding | 0% (shown as “—”) |
| Options exercisable within 60 days | Not disclosed for Jones (beneficial ownership table does not list options within 60 days) |
| Options outstanding (total) | 75,000 (as of Dec 31, 2024) |
| Shares pledged as collateral | Pledging prohibited without prior Board approval per insider trading policy; no pledging by Jones disclosed |
Governance Assessment
- Board effectiveness: Jones adds deep provider operations and clinical governance expertise to the Commercial Committee, aligned with HUMA’s commercialization priorities (manufacturing, pricing, market access, sales) .
- Independence and engagement: Independent under Nasdaq standards; Board and committee attendance thresholds met in 2024 for all directors, supporting baseline engagement .
- Incentives and alignment: Jones holds director options (75,000 outstanding as of year-end 2024) with a higher grant-date fair value typical for new appointees; however, he had no beneficial ownership as of Mar 31, 2025, which modestly tempers “skin-in-the-game” alignment until vesting/exercisability progress .
- Conflicts/related-party exposure: No related-party transactions disclosed for Jones; policy requires Audit Committee review/approval for any >$120,000 related person transactions, and prohibits pledging/hedging without Board approval—reducing alignment risks .
- Signals for investors: Commercial Committee participation leverages his health system leadership for market access and sales scaling; lack of disclosed public company interlocks minimizes external conflict risk; equity compensation is service-based with anti-repricing safeguards in the plan .
Red Flags
- None disclosed specific to Jones (no RPTs, no attendance shortfalls, no pledging/hedging). Board-level family relationship (CEO and Director Dougan) is disclosed but not tied to Jones; Audit/Nominating/Comp committees remain independent .