Yang (Cindy) Cao
About Yang (Cindy) Cao
Chief Regulatory Officer at Humacyte (HUMA) since September 2022; age 59. Education: B.S. in Genetics (Fudan University) and Ph.D. in Biomedical Sciences (University of New Mexico); NIH-sponsored postdoctoral fellowship in oncology, immunology, inflammation at University of Utah . Prior roles include senior regulatory leadership at Ascentage Pharma (SVP, Head of Regulatory Affairs & Quality Assurance), Nutrinia (VP, Head of Regulatory Affairs), Sandoz (Executive Director, Head of Regulatory Affairs–Biopharma), Bristol-Myers Squibb (Director/Global Regulatory Lead), and Novo Nordisk (Regulatory Affairs/Hemostasis leadership) . Humacyte’s filings highlight her global regulatory strategy expertise across biologics, small molecules, devices and multiple therapeutic areas (oncology, immunology, metabolic, hematology, cardiovascular) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascentage Pharma | SVP & Head of Regulatory Affairs and Quality Assurance | 2018–2022 | Led global RA/QA; regulatory strategy for late-stage programs |
| Nutrinia, Ltd. | VP & Head of Regulatory Affairs | 2018 | US/global RA leadership for biotech programs |
| Sandoz (Novartis) | Executive Director & Head of Regulatory Affairs–Biopharma | 2016–2017 | Led biopharma regulatory affairs organization |
| Bristol-Myers Squibb | Director & Global Regulatory Lead | 2013–2016 | Global regulatory leadership on key assets |
| Novo Nordisk | Regulatory Affairs & Hemostasis Unit leadership | 2006–2013 | Regulatory leadership in hemostasis portfolio |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in Humacyte filings | — | — | No public company board roles disclosed in the cited Humacyte documents |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | Not disclosed | Cao is not a named executive officer (NEO) in Humacyte’s Summary Compensation Table (NEOs are CEO, CFO, COO) |
| Target Bonus % | Not disclosed | Company has an annual cash bonus program for all employees; NEO targets are disclosed (CEO 50%, CFO 40%, COO 40%), but individual targets for Cao are not disclosed |
| Actual Bonus Paid | Not disclosed | 2024 payout determined on corporate objectives; individual executive payouts disclosed only for NEOs |
Performance Compensation
| Metric/Objective | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|
| 2024 Corporate Objectives (e.g., FDA acceptance of vascular trauma BLA; hemodialysis AV access trials progress; pipeline studies; financial stability; culture/engagement) | Pre-set annual corporate goals approved by Compensation Committee and Board | Company-level payout determined at 91% of target based on corporate performance | Annual cash bonus program; payouts generally made by March 15 following year-end (Bonus Plan) |
Notes:
- Bonus Plan allows Compensation Committee discretion to increase, reduce, or eliminate payouts and to set performance goals at company, unit, or individual levels .
- Humacyte primarily uses stock options for equity incentives; grants typically vest 25% at first anniversary then 1/48 monthly thereafter for subsequent grants, with details exemplified for NEO awards in 2022–2023; annual grants for 2024 performance were made in January 2025 .
Equity Ownership & Alignment
- Insider trading, anti-hedging and pledging: Hedging prohibited; short sales prohibited; options/derivatives prohibited except company-granted awards; pledging of company securities not permitted without prior Board approval .
- Executive ownership guidelines: Humacyte discloses no formal equity ownership guidelines for executives; equity compensation is primarily delivered via stock options .
10b5-1 Trading Arrangements (Selling Pressure Signals)
| Plan | Adoption Date | First Possible Trade Date | Termination Date | Shares Authorized for Sale | Status/Shares Sold |
|---|---|---|---|---|---|
| Cao 10b5-1 Plan (2024) | May 14, 2024 | Aug 12, 2024 | May 12, 2025 | Up to 18,503 shares | As of termination, no shares sold pursuant to plan |
| Cao 10b5-1 Plan (2025) | May 20, 2025 | Aug 18, 2025 | May 20, 2026 (automatic upon completion of contemplated trades or date) | Up to 41,944 shares | Adopted; provides schedule for potential sales |
Employment Terms
- Appointment: Announced as Chief Regulatory Officer; transition from prior CRO (Bill Tente) to Executive Advisor .
- Individual employment agreement terms (salary, severance, CoC): Not disclosed for Cao in cited filings; Humacyte provides severance terms only for NEOs (CEO/CFO/COO) .
- Equity plan change-of-control mechanics: Under the 2021 Long-Term Incentive Plan, if awards are not assumed/replaced in a corporate transaction, vesting may accelerate and awards may be canceled/redeemed for consideration; if assumed/replaced, involuntary termination within 30 days prior to or 12 months post-transaction can trigger full vesting for options per award terms . Repricing of options/SARs is not permitted without stockholder approval .
Investment Implications
- Near-term selling pressure: A newly adopted Rule 10b5-1 plan authorizes sales up to 41,944 shares (first trade no earlier than Aug 18, 2025); the prior plan for up to 18,503 shares ended with zero sales executed, signaling controlled, pre-arranged liquidity rather than discretionary selling .
- Alignment safeguards: Company-wide prohibitions on hedging and pledging without Board approval strengthen alignment and reduce leverage/pledging risk for insiders, including Cao .
- Transparency gaps: As Cao is not a NEO, her base salary, target bonus, severance, and ownership are not individually disclosed in proxy summaries, limiting precision in pay-for-performance and ownership analyses; nevertheless, her role is tied to regulatory milestones that were central to 2024 corporate objectives used to calibrate bonus payouts (91% of target company payout) .
- Change-of-control exposure: While individual CoC economics for Cao are not disclosed, plan-level equity acceleration provisions could deliver value upon corporate transactions if awards are unassumed or in specified termination scenarios, which is relevant for retention and deal dynamics .