Todd M. Pope
About Todd M. Pope
Todd M. Pope (age 59) has served as an independent director of Humacyte since August 2021. His background includes CEO, commercialization, and medtech operating roles; he is currently a partner at Revival Healthcare Capital (since October 2022), and previously was President & CEO of WellAir Group (Feb 2021–Mar 2022), Executive Chairman of UV Innovators (Feb 2017–Feb 2021), CEO of TransEnterix/Asensus Surgical (2008–2019), and worldwide president of Cordis (J&J). He holds a B.A. in Labor and Industrial Relations from the University of North Carolina and was named one of Time’s “50 most influential people in healthcare” (2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WellAir Group Ltd. | President & CEO | Feb 2021 – Mar 2022 | Led clean air solutions company |
| UV Innovators, LLC | Executive Chairman | Feb 2017 – Feb 2021 | Oversaw medical-grade UVC disinfection tech development |
| TransEnterix, Inc. (now Asensus Surgical, Inc.) | Chief Executive Officer | 2008 – 2019 | Led public medtech company; robotic surgery domain |
| Cordis (Johnson & Johnson) | Worldwide President | Not disclosed | Senior leadership in multi‑billion‑dollar medtech division |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Revival Healthcare Capital | Partner | Current | Since Oct 2022 |
| AdvaMed ACCEL | Director; former Chair | Current | Medtech industry group |
| Avania (medtech CRO) | Chairman of the Board | Current | Private company |
| Distalmotion (Swiss robotics) | Director | Current | Private company |
| UNC at Chapel Hill Educational Foundation | Immediate Past Executive Chairman | Current | Non-profit/education |
Board Governance
- Independence: The Board determined Mr. Pope is independent under Nasdaq standards; independent directors meet in executive session on a regular basis .
- Board/class/tenure: Humacyte maintains a classified board; Mr. Pope is a Class II director (director since 2021) .
- Committee assignments: Chair, Compensation Committee; Member, Commercial Committee. Compensation Committee met 4 times and acted by written consent twice in 2024; Commercial Committee met 5 times in 2024 .
- Attendance: The Board met eight times (plus one written consent) in 2024; each director attended at least 75% of Board and assigned committee meetings during their service period .
| Committee | Role | 2024 Meetings Held | Independence Status |
|---|---|---|---|
| Compensation Committee | Chair | 4 meetings; 2 written consents | Independent |
| Commercial Committee | Member | 5 meetings | Independent |
| Board of Directors | Director (Class II) | 8 meetings; 1 written consent | Independent |
Fixed Compensation
- Policy: Non‑employee directors receive an annual cash retainer of $50,000; additional retainers include $25,000 for Board Chair, $7,500 for Audit Chair, and $5,000 for Chairs of the Nominating & Governance and Compensation Committees. Effective March 2025, the Commercial Committee Chair receives $5,000 .
- 2024 actuals for Mr. Pope: Fees earned or paid in cash = $55,000; Option awards (grant-date fair value per ASC 718) = $281,000; Total = $336,000 .
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 55,000 |
| Option Awards ($, grant‑date fair value) | 281,000 |
| Total ($) | 336,000 |
| Director Cash Retainer Policy (reference) | $50,000 annual retainer; +$5,000 for Comp Chair |
Performance Compensation
- Equity form and caps: Under the 2021 Plan, non‑employee directors may receive equity awards (including options, RSUs, performance awards); director total annual compensation cap is $750,000, or $1,000,000 in the year of initial appointment; repricing of options/SARs without stockholder approval is prohibited .
- Director equity policy change: Effective March 2025, annual option grants increased to 125,000 shares for new directors and 80,000 shares for continuing directors (previously 75,000 and 50,000, respectively) .
- Outstanding options (as of 12/31/2024): Pope held options to acquire 80,000 shares .
- Exercisable within 60 days of March 31, 2025: 21,914 shares via options .
| Metric | Detail |
|---|---|
| 2021 Plan Features | Options/RSUs/performance awards permitted; 10‑year max term; no repricing without stockholder approval; director annual cap $750k/$1,000k initial year |
| 2025 Policy Update (effective Mar 2025) | New director annual options: 125,000; Continuing director annual options: 80,000 |
| Options Outstanding (12/31/2024) | 80,000 options |
| Options Exercisable within 60 days (3/31/2025) | 21,914 shares |
Note: Grant‑date fair values reflect ASC 718 and may not equal realized value; vesting terms are set by the plan administrator and can be service‑ or performance‑based; specific vesting schedules and strike prices for Mr. Pope’s awards were not disclosed in the proxy .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| AdvaMed ACCEL | Industry group | Director; former Chair | Industry advocacy, not a customer/supplier disclosure for HUMA |
| Avania (medtech CRO) | Private | Chairman | No related‑party transactions disclosed with Avania |
| Distalmotion | Private | Director | No HUMA related‑party transactions disclosed |
| UNC Educational Foundation | Non‑profit | Immediate Past Executive Chairman | Non‑profit role |
Humacyte’s proxy discloses Fresenius Medical Care as an 11.8% shareholder with a board observer and related services agreements (Frenova), but no involvement by Mr. Pope in these related‑party transactions is disclosed .
Expertise & Qualifications
- Executive leadership experience across public and private medtech, including CEO roles and commercialization expertise; prior leadership at J&J’s Cordis division .
- Recognized industry impact (Time “50 most influential people in healthcare” in 2018) .
- Financial, strategic, risk management, commercialization, and scientific expertise cited by the Board .
Equity Ownership
| Holder | Beneficial Ownership (as of 3/31/2025) | % of Outstanding | Detail |
|---|---|---|---|
| Todd M. Pope | 21,914 | * (<1%) | Consists solely of options exercisable within 60 days; no common shares disclosed (footnote 5/9) |
- Shares outstanding used for calculation: 155,118,816 (as of 3/31/2025) .
- Pledging/Hedging: Company policy prohibits hedging and short sales; pledging of Company securities is prohibited without prior Board approval .
Governance Assessment
Strengths
- Independent director; chairs Compensation Committee and serves on Commercial Committee—positions central to pay governance, commercialization oversight, and alignment with shareholder interests .
- Attendance: Met the Company’s threshold (≥75% of Board/committee meetings) in 2024, indicating baseline engagement .
- Pay structure guardrails: No option/SAR repricing without stockholder approval; director annual pay caps under the 2021 Plan .
Watch items / potential risks
- Low direct ownership: Beneficial ownership reflects only 21,914 options exercisable within 60 days and less than 1% ownership; minimal common share ownership may limit “skin‑in‑the‑game” optics for some investors .
- Director equity grant escalation: March 2025 policy increased option grant sizes for directors (new and continuing), which can raise pay‑for‑performance scrutiny if equity value scales faster than performance outcomes .
- Related‑party environment: Fresenius is an 11.8% holder with a non‑voting board observer and has services agreements with Humacyte; while no Pope-specific conflicts are disclosed, the broader ecosystem warrants ongoing monitoring for independence and transaction review rigor .
No red flags disclosed regarding: related‑party transactions tied to Mr. Pope, hedging/pledging by Mr. Pope, or attendance shortfalls; the Board affirms his independence .