Humacyte (HUMA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, to be held virtually, with voting on key proposals including director elections, executive compensation, auditor ratification, and an amendment to increase authorized shares.

• Stockholders of record as of April 23, 2026, are eligible to vote; materials are available online to reduce environmental impact.

• Board recommends voting in favor of all proposals, including annual say-on-pay votes and increasing authorized common stock.

Voting matters and shareholder proposals

• Election of three Class II directors (John P. Bamforth, Keith Anthony Jones, Kathleen Sebelius) to serve until 2029.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of an amendment to increase authorized common stock from 350M to 550M shares.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board will reduce from 12 to 11 members after the meeting; directors serve staggered three-year terms.

• Board committees include Audit, Compensation, Nominating and Governance, and Commercial Committees, all with independent members.

• Board emphasizes diversity, with four female and four racially/ethnically diverse members.

• Chair and CEO roles are separated; Kathleen Sebelius serves as Chair.

• Annual board and committee self-assessments and director onboarding processes are in place.