Max Wallace
About Max Wallace
Max Wallace (age 73) is an independent director of Humacyte (HUMA) serving since August 2021; he previously served on the Legacy Humacyte board from June 2005 to August 2021. He is President of Round Table Research (since March 2023) and has extensive biotech operating experience, including founding Trimeris and other biopharma ventures; he holds a B.A. from Duke and a J.D. from the University of Florida . He is currently nominated for re-election as a Class I director at the June 10, 2025 annual meeting, with a term through 2028 if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accelerate Brain Cancer Cure (ABC²) | Chief Executive Officer | Aug 2008 – Dec 2019 | Led not-for-profit research funding and treatment initiatives |
| Trimeris, Inc. (public; now part of Synageva BioPharma) | President; Founder | Not disclosed | Created and commercialized a new class of HIV/viral disease drugs |
| TheraLogics, Inc. | Chief Executive Officer | Not disclosed | Early-stage biopharmaceutical company leadership |
| Cogent Neuroscience | Founder | Not disclosed | Biopharma venture creation |
| Sphinx Pharmaceuticals (now part of Lilly) | Founder | Not disclosed | Biopharma venture creation |
| SARCO, Inc. (now part of PPD/Pharmaco) | Founder | Not disclosed | Biopharma venture creation |
| North Carolina Bioscience Organization | Co‑founder; President | Not disclosed | State industry trade group leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Round Table Research | President | Mar 2023 – present | Cancer research initiatives |
No current public company directorships disclosed for Wallace in the proxy .
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Compensation Committee .
- Independence: Board determined Wallace is independent under Nasdaq rules .
- Attendance and engagement: Board met 8 times (plus one written consent) in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Committee activity: Nominating & Governance acted by written consent twice; Compensation met 4 times (plus two written consents) in 2024 .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Board chair is an outside director (Kathleen Sebelius); CEO and Chair roles are separated .
| Committee | Role | 2024 Meetings | Independence (Committee) |
|---|---|---|---|
| Nominating & Governance | Chair | 2 written consents | All members independent |
| Compensation | Member | 4 meetings; 2 written consents | All members independent; “non‑employee directors” |
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | 2024 | Standard non‑employee director retainer |
| Committee chair fee (Nominating & Governance) | $5,000 | 2024 | Committee chair premium |
| Total cash | $55,000 | 2024 | Sum of retainer + chair fee |
Director compensation policy: Board chair $25,000; Audit chair $7,500; N&G and Compensation chairs $5,000; Commercial Committee chair fee added effective March 2025 ($5,000) .
Performance Compensation
| Equity Award | Grant/Status | Amount | Terms |
|---|---|---|---|
| Option award (annual director grant) | 2024 | $281,000 grant-date fair value | Options to non-employee directors; fair value per Topic 718 |
| Director annual option size (continuing directors) | Policy change effective Mar 2025 | Increased from 50,000 to 80,000 options | Continuing director annual grant size increase |
The 2021 LTIP prohibits option/SAR repricing without shareholder approval; awards can vest/accelerate under corporate transaction terms per plan; non-employee director total annual comp capped at $750,000 ($1,000,000 initial year) .
Other Directorships & Interlocks
| Company | Role | Type | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed for Wallace in HUMA proxy |
- Family relationships on HUMA’s board: CEO Laura Niklason is married to director Brady Dougan; no other family relationships disclosed; not directly involving Wallace .
Expertise & Qualifications
- Biotech company formation and commercialization (Trimeris and multiple ventures) .
- Non-profit leadership in oncology (ABC² CEO) .
- Governance leadership as Nominating & Governance Committee chair .
- Legal training (J.D., University of Florida) and liberal arts background (Duke University) .
Equity Ownership
| Ownership Metric | Value | As of | Notes |
|---|---|---|---|
| Common shares owned | 64,555 | Mar 31, 2025 | Direct ownership |
| Options exercisable within 60 days | 48,080 | Mar 31, 2025 | Vested/exercisable for beneficial ownership |
| Total beneficial ownership (shares + exercisable options) | 112,635 | Mar 31, 2025 | Less than 1% of shares outstanding |
| Options outstanding (total) | 105,697 | Dec 31, 2024 | Outstanding director options |
Company policy prohibits hedging and short sales; pledging of Company stock requires Board approval .
Governance Assessment
- Board effectiveness: Wallace chairs Nominating & Governance and sits on Compensation—key oversight roles for board composition, evaluations, and pay; committees are independent and active (N&G: 2 actions; Compensation: 6 actions incl. consents), supporting robust governance process .
- Independence and alignment: Board determined Wallace is independent; director equity via options supports long-term alignment; beneficial ownership shows meaningful exposure though below 1% given company size .
- Compensation structure: Cash is modest ($55k) and equity is primary; no director performance-based metrics disclosed; no repricing permitted; consultant to Compensation Committee (Radford/Aon) evaluated as independent—reduces pay-inflation risk .
- Conflicts/related party: No related-party transactions disclosed for Wallace; company maintains formal policy with Audit Committee review; family relationship exists between CEO and Brady Dougan (not Wallace) .
- Engagement: Attendance threshold met; independent executive sessions held; separation of Chair/CEO roles .
Red flags
- None disclosed specific to Wallace: no pledging, related-party transactions, or low attendance identified .
- Broader board context: CEO-spouse on board (Dougan) requires vigilant governance; Wallace’s role as N&G chair is central to mitigating any independence concerns .