William (B.J.) Scheessele

About William (B.J.) Scheessele

William (B.J.) Scheessele, age 54, is Chief Commercial Officer at Humacyte, serving since August 2021; he holds a BSE in biomedical engineering and economics and an MBA from Duke University . He is leading the commercial rollout, citing a full sales funnel with ~45 value analysis committee (VAC) submissions, five approvals, and sufficient current sales force coverage, with plans to scale reps as civilian and military adoption increases . Each executive officer serves at the discretion of the Board and holds office until a successor is elected or earlier departure, indicating at-will service for the role .

Past Roles

External Roles

Filings reviewed do not list external public company board roles or committee positions for Scheessele .

Fixed Compensation

Performance Compensation

Option Awards (grants, terms, vesting)

Notes on company-wide equity practices:

• Humacyte primarily uses stock options for executive equity; annual employee grants typically occur in December or January, with 25% vesting at first anniversary and monthly thereafter; options feature full vesting upon involuntary termination around a corporate transaction per the 2021 Plan (double-trigger acceleration window: 30 days before to 12 months after transaction) .
• January 2025 was used for annual grants across employees (NEO grants occurred in January 2025; consistent with Scheessele’s January 2025 grant timing) .

Insider Trading Arrangements (10b5-1 plans) – Selling Pressure Indicators

• As of the April 20, 2025 termination of the 2024 plan, no sales occurred under Scheessele’s plan .
• These pre-set plans signal potential scheduled exercises and sales, but actual execution depends on market conditions and plan triggers .

Equity Ownership & Alignment

• Anti-hedging and pledging: Company policy prohibits hedging and short sales; pledging of Company securities is not permitted without prior Board approval .
• Ownership guidelines: Humacyte does not have formal stock ownership guidelines for executive officers; equity compensation is primarily stock options .
• Company option overhang context: As of 12/31/2024, 12,274,139 shares were issuable upon exercise of outstanding options, with a weighted-average exercise price of $4.96; 5,817,353 shares remained available for future issuance under equity plans (company-wide, not individual) .
• Known derivative holdings for Scheessele: options granted as above (136,000 in 2022; 283,101 in 2025) .
• Pledging/hedging compliance: No pledging or hedging transactions appear in Scheessele’s cited Form 4 filings; policy prohibits such activity absent Board approval .

Employment Terms

• Status and tenure: Scheessele has served as Chief Commercial Officer since August 2021 .
• Term/renewal: Executive officers serve at the discretion of the Board and hold office until a successor is elected or earlier departure (implying at-will service; no fixed term disclosed for Scheessele) .
• Employment agreement/severance: Proxy discloses employment agreements and severance terms for NEOs (CEO/CFO/COO) but does not disclose a separate employment agreement or severance terms for Scheessele; change-in-control cash multiples are not provided for non-NEOs. Option awards can accelerate under corporate transactions per the 2021 Plan .

Performance & Track Record

• Commercial rollout status: Management reported ~45 VAC submissions, five approvals, and initial implants at commercial sites; momentum is expected to skew to 2H due to VAC cycle time (three to six months typical) .
• Sales force capacity: Current sales force coverage is viewed as sufficient for targeted geographies and military treatment facilities; staffing will expand with success .
• Government channels: Progress toward ECAT listing to enable ordering by military and VA hospitals; leveraging a DoD procurement partner to navigate access processes .

Compensation Structure Analysis

• Equity-heavy, option-centric: Scheessele’s compensation is largely performance-linked via options with four-year vesting and 10-year terms, aligning value with medium-term commercialization milestones .
• Grant timing: January 2025 grant aligns with company practice to issue annual employee grants in December/January after comprehensive compensation review .
• Change-of-control equity treatment: Options provide for accelerated vesting upon involuntary termination within the defined window around a corporate transaction (double-trigger), strengthening retention but also crystallizing value in M&A scenarios .
• Cash pay visibility: Base salary, target bonus %, and actual bonus for CCO are not disclosed, limiting pay-for-performance benchmarking versus peers .

Risk Indicators & Red Flags

• Scheduled selling: Presence of 10b5-1 plans with capacity to exercise 89,050 options and sell up to 85,900 shares per plan suggests potential, programmatic selling; no sales occurred under the 2024 plan before termination .
• Hedging/pledging: Company prohibits hedging and requires Board approval for any pledging, reducing misalignment risk .
• Governance context: No formal executive ownership guidelines may reduce enforced “skin-in-the-game” targets relative to some peers .

Equity Ownership & Insider Plans – Quantitative Snapshot

Investment Implications

• Alignment: Option-centric awards with double-trigger acceleration and a prohibition on hedging/short sales support alignment with medium-term commercialization outcomes, though absence of formal ownership guidelines reduces forced equity exposure targets for executives .
• Near-term supply overhang: Two consecutive 10b5-1 plans with capacities to exercise and sell shares indicate potential incremental supply; however, no sales were executed under the 2024 plan prior to termination, and actual activity will depend on market and plan triggers .
• Execution signals: Commentary reflects growing VAC traction and readiness to scale the sales force as adoption expands, a positive indicator for commercial ramp under Scheessele’s remit .
• Information gaps: Lack of disclosed cash compensation elements (salary/bonus/targets) for the CCO limits pay-for-performance benchmarking and severance/change-of-control cash analysis, placing greater emphasis on monitoring Form 4 activity, option vesting schedules, and 10b5-1 plan utilization .