Michael T. Constantino
About Michael T. Constantino
Independent Class III director (age 62) serving since August 2021; retired Ernst & Young LLP assurance partner with 30+ years in RTP, including Office Managing Partner (Raleigh/Greensboro) from 2009–2012. North Carolina CPA; B.A. in Accounting and Business Management from NC State University. Designated Audit Committee financial expert by the Board, signaling deep SEC/SOX and internal controls expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Assurance Partner; Office Managing Partner (Raleigh/Greensboro) | Partner for 30+ years; OMP 2009–2012 | Led audit practice; SEC/SOX internal control expertise |
| NC State Foundation | Chair of the Board | Not disclosed | Governance oversight in higher-education foundation context |
| CREO, Inc. (consultancy) | Advisory Board Member | Not disclosed | Growth management and data transformation advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 9 Meters Biopharma, Inc. (public) | Director; Audit Committee Chair | Not disclosed (prior service) | Led audit oversight at clinical-stage biopharma |
Board Governance
| Dimension | Details |
|---|---|
| Board class/term | Class III; term expires at 2027 annual meeting |
| Independence | Board determined Constantino is an independent director per Nasdaq standards |
| Committees | Audit Committee (Chair); Compensation Committee (Member) |
| Audit Committee expertise | Board designated Constantino an “Audit Committee financial expert” under SEC rules |
| Committee activity (2024) | Audit: 9 meetings + 1 consent; Compensation: 4 meetings + 2 consents |
| Board meetings/attendance (2024) | Board met 8 times + 1 consent; each director attended ≥75% of Board and served-committee meetings |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions |
| Governance policies | Code of Conduct, committee charters, risk oversight (Audit Committee leads cybersecurity/fraud), board refreshment and evaluations supported by external legal advisor |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director retainer |
| Audit Committee Chair fee | $7,500 | Chair fee applies to Audit Committee |
| Total cash | $57,500 | Sum of retainer + chair fee |
| Option awards (grant-date fair value) | $281,000 | Equity compensation for 2024 service (non-qualified options) |
| Total 2024 director compensation | $338,500 | Cash + option awards |
| Policy changes (effective Mar 2025) | Chair of Commercial Committee cash retainer $5,000; annual equity grants increased: new directors 125,000 options; continuing directors 80,000 options | Signals higher equity component for board |
Performance Compensation (Director)
| Equity vehicle | Performance linkage | Vesting/terms disclosed |
|---|---|---|
| Non-qualified stock options (director grants) | No performance-based metrics disclosed for director equity awards | Director compensation policy specifies option grants; vesting terms for directors not detailed in the proxy; plan prohibits option/SAR repricing without shareholder approval |
Other Directorships & Interlocks
| Company | Nature | Potential interlock/conflict |
|---|---|---|
| 9 Meters Biopharma, Inc. | Prior director and Audit Chair | No related-party transactions with HUMA disclosed; HUMA’s auditor is PwC (not EY), reducing audit conflicts risk |
Expertise & Qualifications
- CPA and seasoned audit leader; SEC/SOX internal control and financial reporting expertise; designated Audit Committee financial expert .
- Biopharma board experience (Audit Chair) and advisory roles, adding sector and governance depth .
- Business management background (NC State; EY OMP), relevant to oversight of controls, risk, and audit quality .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 38,864 | 16,950 common shares + 21,914 options exercisable within 60 days |
| Percent of outstanding | <1% | As defined in beneficial ownership table |
| Options outstanding (director) | 80,000 | As of 12/31/2024; non-qualified stock options |
| Anti-hedging/pledging policy | Hedging prohibited; pledging requires prior Board approval | Company-wide policy for directors/officers/employees |
Insider Trades (Section 16)
| Trade Date | Action | Shares | Price | Direct Holdings After | Source |
|---|---|---|---|---|---|
| 2025-04-07 | Open-market purchase | 16,000 | $1.26 | 32,950 | |
| 2024-12-04 | Open-market purchase | 4,600 | $4.39 | 16,950 |
- Summary tracker (third-party aggregator): 6 buys over 5 years in HUMA; latest 16,000 shares on 2025-04-07 for ~$20,160 .
Governance Assessment
- Strengths
- Independence and high engagement: Audit Committee chaired by a designated financial expert; 9 Audit meetings in 2024; Board/committee attendance ≥75% .
- Skill alignment: Deep audit/SOX background directly relevant to HUMA’s stage and risk profile; leads oversight of related-party transaction reviews and cybersecurity/fraud processes .
- Ownership alignment signals: Multiple open-market purchases in late-2024 and April-2025, increasing direct holdings, supportive of investor confidence .
- Watch items
- Board pay inflation risk: Director option grants increased effective March 2025 (continuing directors from 50,000 to 80,000 options; new directors to 125,000), raising equity dilution and pay optics; monitor alignment and grant sizing versus peers .
- Broader board conflicts: CEO is married to director Brady W. Dougan; while Constantino is independent, audit leadership should continue robust oversight of related-party policies and disclosures .
- Share authorization expansion: Proposal to increase authorized common stock to 350,000,000 shares may enable additional equity issuance; audit/comp committees should balance capital needs with dilution risk and director grant sizing .
Overall, Constantino’s audit leadership, independence, and repeated open-market share purchases are positives for governance quality and investor confidence; continued monitoring of director equity grant levels and potential dilution is prudent .