Susan Windham-Bannister
About Susan Windham-Bannister
Susan Windham-Bannister, age 73, has served as an independent director of Humacyte (HUMA) since August 2021. She is a nationally recognized expert in biopharma innovation, market access, and market optimization; she holds a Ph.D. in Health Policy and Management from Brandeis, completed post-doctoral work at Harvard’s Kennedy School, and was a Fellow at Cambridge University’s CSAP . Her background includes leading large life sciences investment initiatives and advising on launch strategies for blockbuster therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Life Sciences Initiative ($1B fund) | Founding President & CEO | 2008–2015 | Led allocation of state life sciences investments; catalyzed industry development |
| Biomedical Growth Strategies, LLC | President & CEO | Sep 2015–present | Strategic advisory for life sciences and healthcare; market access and optimization expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Aridis Pharmaceuticals, Inc. | Director | Current | Public late-stage biopharma; adds external board perspective |
| BioscienceLA | Board Chair | Current | Nonprofit innovation catalyst in Los Angeles |
| Paris Saclay Cancer Center | Advisory Board Member | Current | Oncology advisory role |
| Brockton Everlast (London-based firm) | Advisory Board Member | Current | Strategic advisory capacity |
Board Governance
- Committee assignments: Audit Committee member; Commercial Committee chair .
- Independence: Board determined she is independent under Nasdaq and SEC rules .
- Meeting attendance: Board met eight times (plus one written consent) in 2024; each director attended at least 75% of Board and applicable committee meetings; Audit Committee met nine times (plus one written consent); Commercial Committee met five times .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Board structure/context: 12-member classified board; Chair is Kathleen Sebelius; Fresenius Medical Care has a non-voting observer at Board meetings .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | 50,000 | Standard non-employee director retainer |
| 2025 (policy, effective March) | Commercial Committee Chair retainer | 5,000 | Newly added chair fee for Commercial Committee |
Performance Compensation
| Year | Component | Detail | Amount/Units |
|---|---|---|---|
| 2024 | Stock option award (grant-date fair value) | Annual non-employee director option grant; accounted under ASC 718 | $281,000 |
| As of Dec 31, 2024 | Options outstanding | Non-qualified stock options to acquire HUMA shares | 80,000 options |
| 2025 (policy, effective March) | Annual equity grant policy | Continuing directors’ annual options increased from 50,000 to 80,000 shares; new directors from 75,000 to 125,000 | Policy change disclosed |
- Vesting/performance metrics: The director compensation program consists of cash retainers and stock options; no director-specific performance metrics or RSU/PSU structures disclosed for directors .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Aridis Pharmaceuticals, Inc. | Biopharma | Director | No Humacyte-related transactions disclosed; no related-party exposure noted |
| BioscienceLA | Nonprofit | Board Chair | Nonprofit; no issuer-conflict disclosed |
- Significant holder/observer context: Fresenius Medical Care (11.8% holder) has a non-voting Board observer; this is a governance consideration for Humacyte but not a disclosed conflict for Windham-Bannister .
Expertise & Qualifications
- Biopharma market access and launch strategy expertise; crafted strategies for numerous “blockbuster” therapeutics and diagnostics .
- Leadership of a $1B life sciences investment initiative (Massachusetts Life Sciences Initiative), indicating capital allocation and ecosystem-building experience .
- Advanced academic credentials (Ph.D., post-doctoral fellowship, CSAP Fellow) supporting policy and strategic oversight .
- Commercial orientation consistent with chairing Humacyte’s Commercial Committee (manufacturing, pricing, market access, sales oversight) .
Equity Ownership
| Item | Amount/Units | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 21,914 | Options exercisable within 60 days; “<1%” of shares outstanding (155,118,816) |
| Options outstanding (total) | 80,000 | Director non-qualified stock options as of Dec 31, 2024 |
| Options exercisable (within 60 days) | 21,914 | Portion counted in beneficial ownership |
| Options unexercisable (derived) | 58,086 | 80,000 total minus 21,914 exercisable (derived from and ) |
| Hedging/pledging | Prohibited; pledging requires Board approval | Company’s insider trading policy prohibits hedging and restricts pledging; no pledging disclosed |
Governance Assessment
- Board effectiveness: Windham-Bannister chairs the Commercial Committee, leveraging deep market access and commercialization expertise; Audit Committee membership adds financial oversight breadth .
- Independence and engagement: Classified by the Board as independent; attendance at least 75% with active committee participation (Audit met 9 times; Commercial met 5) supports engagement .
- Ownership alignment: Equity exposure via options (80,000 outstanding; 21,914 currently exercisable) provides incentive alignment; however, beneficial ownership is <1%, which may be viewed as modest skin-in-the-game for some investors .
- Conflicts/related-party exposure: No related-party transactions involving Windham-Bannister disclosed; company policy screens and the Audit Committee reviews related-party transactions .
- Policies and investor confidence: Anti-hedging/pledging policy reduces misalignment risk; independent director executive sessions and separated Chair/CEO roles enhance oversight .
- Red flags: None disclosed specific to Windham-Bannister. Board-level relationship between CEO (Laura Niklason) and director (Brady Dougan) exists, but unrelated to Windham-Bannister; company discloses and manages independence determinations .