Laura E. Niklason
About Laura E. Niklason
Laura E. Niklason, M.D., Ph.D., is Humacyte’s founder and has served as President, Chief Executive Officer, and a director since August 2021; she previously served as President & CEO of Legacy Humacyte from November 2020 and on its board since 2004. She is 62 and holds an M.D. from the University of Michigan and a Ph.D. in Biophysics from the University of Chicago; she is an adjunct professor at Yale and a member of the National Academies of Inventors, Medicine, and Engineering, reflecting deep technical and translational credentials in tissue engineering . In 2024, executive bonuses were based solely on corporate objectives, with Humacyte determining a 91% payout versus target, indicating strong, though not full, achievement of FDA, launch-readiness, pipeline, and financing goals for the year . The Board retains an independent Chair and holds executive sessions of independent directors; Dr. Niklason is not an independent director due to her executive role and a disclosed family relationship with director Brady W. Dougan (her spouse) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Humacyte (Legacy) | President & CEO | Nov 2020–Aug 2021 | Led transition toward public company combination and late-stage development . |
| Humacyte (Legacy) | Senior scientist capacity | 2005–2020 | Drove core tissue-engineering R&D underlying ATEV and pipeline . |
| Legacy Humacyte | Director | 2004–2021 | Governance and strategy for company formation and scale-up . |
| Yale University | Nicholas M. Greene Professor of Anesthesiology & Biomedical Engineering | 2006–Nov 2020 | Academic leadership; translational research in tissue engineering . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Yale University | Adjunct Professor | Nov 2020–present | Continued academic engagement post-CEO role . |
| National academies | NAI (2014), NAM (2015), NAE (2020) | — | Recognition for innovation and engineering/medicine leadership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 603,754 | 612,400 |
| All other comp ($) | 13,794 (401(k) match $13,200; life insurance $594) | 14,394 (401(k) match $13,800; life insurance $594) |
Notes:
- 2024 target bonus opportunity: 50% of base salary (CEO) .
- CEO base salary level for 2024 unchanged from 2023 at $612,400; last increase effective Jan 23, 2023 .
Performance Compensation
Annual Cash Bonus structure and 2024 outcome:
- Target bonus: 50% of base salary (CEO) .
- 2024 bonus determination: based solely on corporate objectives approved by the Board (e.g., FDA BLA acceptance for vascular trauma, hemodialysis trials progress, coronary and BVP pipeline studies, financing stability, culture/retention) .
- Corporate performance payout factor: 91% of target for 2024 .
- Actual bonus paid (2024): $278,642 .
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | 100% Corporate | 50% of salary | $278,642 | 91% of target | Cash after year-end, generally by Mar 15 |
Equity Incentives (structure and vesting):
- No 2024 equity grant to NEOs; annual grants for 2024 performance were made in Jan 2025 (details not in the proxy). Prior grants in Dec 2023 and Dec 2022 vest 25% after 1 year, then 1/48th monthly through the fourth year; double-trigger acceleration upon certain corporate transactions with involuntary termination 30 days before to 12 months after the transaction if assumed/replaced; immediate acceleration if not assumed .
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
- CEO beneficially owns 6,114,352 shares (3.9% of outstanding). This includes: 243,851 shares held directly; 1,148,240 by The Niklason Living Trust; 2,433,136 shares underlying options exercisable within 60 days; 48,080 options exercisable by spouse; and 2,241,045 shares held by Ayabudge LLC (spouse has sole voting/dispositive power; spousal attribution applies) .
| Holder | Component | Shares |
|---|---|---|
| Laura E. Niklason | Common stock held directly | 243,851 |
| The Niklason Living Trust | Common stock | 1,148,240 |
| Options (CEO) | Exercisable within 60 days | 2,433,136 |
| Options (spouse) | Exercisable within 60 days | 48,080 |
| Ayabudge LLC (spouse control) | Common stock | 2,241,045 |
| Total beneficial ownership | % of outstanding | 6,114,352 (3.9%) |
Key alignment policies and potential selling pressure:
- Anti-hedging policy; pledging prohibited without prior Board approval (mitigates misalignment risk) .
- No formal executive stock ownership guidelines (company generally uses stock options; no stated ownership multiple of salary) .
- Option overhang company-wide: 12,274,139 outstanding options; 5,817,353 remaining available for future issuances under equity plans as of 12/31/24 . The Board also sought authorization to increase total authorized common shares from 250M to 350M to preserve financing and strategic flexibility, which can be dilutive (monitor issuance cadence) .
- CEO option grants from 2022 and 2023 vest monthly through 2026/2027, creating a steady stream of newly vested shares that can add to potential selling supply during open windows; company prohibits short sales and speculative derivatives by insiders .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Effective Nov 9, 2020; at-will . |
| Initial base salary | $500,000; not reducible except uniform reductions (≤10%) across similarly situated executives . |
| Target bonus | Up to 50% of base salary; Board discretion; must generally be employed on payment date unless good reason/without cause termination . |
| Initial equity | Option granted Jan 2021 for 1,312,984 shares (fully vested as of proxy date); 3-year annual vest; subject to acceleration upon corporate transaction (per 2015 Plan) . |
| Severance (no CIC cash) | If terminated without cause or resigns for good reason: 12 months base salary; pro-rata current-year bonus (and any prior-year earned/unpaid bonus); 12 months COBRA reimbursement; subject to release and non-compete compliance . |
| Change-in-control | No additional cash payments; equity awards generally provide for double-trigger acceleration if assumed/replaced and involuntary termination occurs from 30 days before to 12 months post-transaction; if not assumed, acceleration prior to transaction may apply per plan/admin discretion . |
| Clawback | Not specifically disclosed in the proxy; company maintains insider trading/anti-hedging policies . |
Outstanding and Historical Equity Awards (CEO)
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 09/01/2015 | 13,129 | — | 2.56 | 09/01/2025 |
| 03/09/2016 | 157,558 | — | 2.56 | 03/09/2026 |
| 09/14/2016 | 262,596 | — | 3.44 | 09/14/2026 |
| 04/12/2018 | 131,298 | — | 6.54 | 04/12/2028 |
| 12/14/2020 | 2,625 | — | 10.28 | 12/14/2030 |
| 01/14/2021 | 1,312,984 | — | 10.28 | 01/14/2031 |
| 12/08/2022 | 222,250 | 222,250 | 3.07 | 12/08/2032 |
| 12/08/2023 | 200,750 | 602,250 | 2.80 | 12/08/2033 |
Additional vesting notes:
- 2022/2023 grants: 25% after one year, then 1/48 monthly through year 4; double-trigger acceleration per plan .
- 12/14/2020 options included performance tranches tied to BLA submission and FDA approval of a product candidate (alongside time-based vesting) .
Multi‑Year Compensation (CEO)
| Year | Salary ($) | Bonus ($) | Option Awards ($, grant-date fair value) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 603,754 | 281,704 | 1,726,450 (803,000 options, Dec 2023 grant) | 13,794 | 2,625,702 |
| 2024 | 612,400 | 278,642 | — (annual grants for 2024 performance made Jan 2025) | 14,394 | 905,436 |
Board Governance and Director Service (for Laura E. Niklason)
- Board service: Director since 2021; currently Class III, term expiring 2027 .
- Committee roles: None disclosed for the CEO; Audit, Compensation, Nominating & Governance, and Commercial Committees are fully independent and chaired by non-executive directors .
- Board leadership: Independent Chair (Kathleen Sebelius); Chair/CEO roles separated .
- Independence: CEO and Brady W. Dougan determined not independent; all other named directors are independent under Nasdaq standards .
- Family relationship: CEO is married to director Brady W. Dougan; disclosed as a family relationship .
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board/committee meetings .
- Director compensation: Employee directors receive no extra pay; CEO received no additional director compensation in 2024 .
Dual-role implications:
- Separation of Chair/CEO and independent committee oversight mitigate concentration of power; however, spousal relationship on the Board presents an independence optics consideration (both are non-independent), requiring continued emphasis on independent director executive sessions and committee processes .
Director Compensation (Context)
- Non-employee director cash retainer $50,000; committee chair retainers: Audit $7,500; Comp and N&G $5,000; Board Chair $25,000; Commercial Committee chair retainer added in Mar 2025 ($5,000). Annual option grants increased in Mar 2025 (new directors 125,000; continuing 80,000). Employee directors (incl. CEO) receive no director pay .
Performance & Track Record Highlights
- 2024 corporate objectives covered BLA acceptance in vascular trauma, launch readiness, hemodialysis Phase 3 progress (V007 top-line, V012 enrollment), coronary large animal studies, biovascular pancreas studies/IND-enabling work, financing stability, and culture/retention; the Board assessed 91% achievement for payout purposes .
- Compensation governance utilizes an independent consultant (Radford/Aon) for benchmarking; Compensation Committee is independent and met four times in 2024 .
Compensation Committee and Governance Controls
- Compensation Committee: Michael T. Constantino, Todd M. Pope (Chair), Max Wallace; all independent and non-employee directors .
- Annual compensation risk assessment and use of independent consultant (Radford – Aon Hewitt) with independence review .
- Bonus Plan gives the committee discretion to adjust payouts; payments generally made by March 15 following the performance year .
- Insider trading policy prohibits hedging/short sales; pledging requires Board approval .
Risk Indicators & Red Flags
- Independence optics: CEO and spouse on the Board (both non-independent); offset by independent Chair and committees .
- Dilution capacity: Authorization to increase to 350M common shares and sizable option overhang could be dilutive depending on future issuance pace .
- No explicit executive ownership guidelines disclosed (potentially weaker long-term alignment anchor), though CEO holds 3.9% beneficially (incl. options/trust/spousal holdings) .
Suggested Quantitative Detail: Option Exercise Overhang (CEO)
- Near-term vesting cadence from Dec 2022/2023 option grants through 2026/2027 (1/48 monthly following 25% anniversary cliff) may create periodic selling windows; monitor Form 4s and trading plans for flow risk. Company prohibits insider hedging; pledging requires Board approval .
Investment Implications
- Pay-for-performance: 2024 cash bonus tied 100% to corporate objectives with a 91% payout reinforces mostly-achieved operational milestones heading into commercialization, signaling execution momentum without full goal attainment .
- Alignment: CEO’s 3.9% beneficial stake, multi-year option vesting, and anti-hedging policy establish meaningful skin-in-the-game, though lack of formal ownership guidelines is notable; watch for upcoming vest-driven liquidity and any pledging approvals (currently restricted) .
- Governance: Independent Chair and committee structure help mitigate familial and management influence; continued transparency in independent sessions and committee oversight remains key as Humacyte advances regulatory and launch milestones .
- Change-in-control economics: No cash CIC; equity largely double-trigger—shareholder-friendly relative to cash-rich parachutes; severance is moderate (12 months salary plus pro-rata bonus and COBRA for CEO), limiting windfall risk while supporting retention .
- Dilution/financing: Expanded share authorization and existing option pool support capital flexibility for commercialization and pipeline, but heighten dilution sensitivity; track equity issuance cadence, ATM usage, and option exercise patterns as potential stock overhang .