DEF 14A of Bicycle Therapeutics PLC
Filed Apr 22, 2026 · FY20250001104659-26-046806
What are the voting recommendations of our Board regarding the election of directors and other proposals?
What are the voting recommendations of our Board regarding the election of directors and other proposals? The following table summarizes the items that will be brought for a vote of our shareholders at the AGM, along with the Board’s voting recommendations.
What are the voting recommendations of our Board regarding the election of directors and other proposals?
| Proposal | Description of Proposal | Board’s Recommendation | | 1 | To re-elect Felix Baker as a director. | FOR | | 2 | To re-elect Hervé Hoppenot as a director. | FOR | | 3 | To approve, on advisory basis, the compensation of our named executive officers. | FOR | | 4 | To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our independent registered public accounting firm for the year ending December 31, 2026. | FOR | | 5 | To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders. | FOR | | 6 | To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2026. | FOR | | 7 | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2025. | FOR | | 8 | To approve our directors’ remuneration report for the year ended December 31, 2025, which is set forth as Annex A to this proxy statement (excluding the directors’ remuneration policy set out on pages A-3 to A-22 of the directors’ remuneration report and referenced in Proposal 9). | FOR | | 9 | To approve the directors’ remuneration policy, which is set out on pages A-3 to A-22 of Annex A to this proxy statement. | FOR |
RE-ELECTION OF DIRECTORS
RE-ELECTION OF DIRECTORS Our Board of Directors currently consists of ten directors. Our Articles of Association divides our Board into three classes, Class I, Class II and Class III, each of which will consist, as nearly as possible, of one-third of the total number of directors constituting our entire board and which will serve staggered three-year terms. The classes are comprised as follows:
RE-ELECTION OF DIRECTORS
| ● | Class I directors: Felix Baker and Hervé Hoppenot, whose terms will expire at the AGM; |
RE-ELECTION OF DIRECTORS
| ● | Class II directors: Kevin Lee, Jose-Carlos Gutierrez-Ramos and Charles Swanton, whose current terms will expire at the 2027 annual general meeting of shareholders; and |
RE-ELECTION OF DIRECTORS
| ● | Class III directors: Roger Dansey, Alessandro Riva and Stephen Sands, whose current terms will expire at the 2028 annual general meeting of shareholders. |
RE-ELECTION OF DIRECTORS
Acting upon the recommendation of our Nominating and Corporate Governance Committee, our Board nominated Felix Baker and Hervé Hoppenot for re-election as Class I directors. Janice Bourque and Sir Gregory Winter, Class I directors whose current terms will expire immediately following the AGM, will retire from the Board effective immediately following the AGM. No other nominees for directors have been presented. If elected, the nominees will hold office from the date of re-election until the 2029 annual general meeting of shareholders, and until his or her successor is elected and has been qualified, or until his or her earlier death, resignation or removal. Each of the nominees is currently a director of the Company. Dr. Baker was appointed to the Board in April 2024 upon the recommendation of the Nominating and Corporate Governance Committee of the Board following the resignation of Veronica Jordan, Ph.D. from the Board, and Mr. Hoppenot was appointed to the Board in September 2025 upon the recommendation of the Nominating and Corporate Governance Committee of the Board following an increase in the size of the Board from eight to ten directors. Immediately following the AGM, the Board will consist of eight directors. In connection with proposals 1 and 2, we set forth the biographical information for the nominees to our Board. For biographical information for the other directors, see the section of this proxy statement titled “Board of Directors and Corporate Governance.”
Board of Directors
Board of Directors Set forth below is a list of our directors and their ages as of the date of this proxy statement.
Board of Directors
| Name | Age | Position | | Felix J. Baker, Ph.D. | 57 | Director and Non-Executive Chairman | | Kevin Lee, Ph.D., MBA | 57 | Chief Executive Officer and Executive Director | | Roger Dansey, M.D. | 70 | Non‑Executive Director | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 63 | Non‑Executive Director | | Hervé Hoppenot | 66 | Non‑Executive Director | | Alessandro Riva, M.D. | 65 | Non-Executive Director | | Stephen Sands, MBA | 69 | Non‑Executive Director | | Charles Swanton, M.D., Ph.D., FRS, FMedSci, FRCP | 54 | Non-Executive Director | | Retiring Directors | | | | Janice Bourque, MBA(1) | 69 | Non‑Executive Director | | Sir Gregory Winter, FRS(1) | 75 | Non‑Executive Director |
Board of Directors
(1)Ms. Bourque and Sir Gregory will retire effective immediately following the AGM. Biographical information for our continuing directors, including each such individual’s principal occupation, business experience and education, and an explanation of the qualifications, skills and experiences that we believe are relevant to such individual’s service on our Board, are set forth below. Dr. Baker’s and Mr. Hoppenot’s biographies are set forth above in Proposals 1 and 2, respectively. Kevin Lee, Ph.D., MBA has served as our Chief Executive Officer and a member of our Board since September 2015. From April 2012 to September 2015, Dr. Lee served as Senior Vice President and Chief Scientific Officer of the Rare Disease Research Unit at Pfizer, Inc. Prior to that, Dr. Lee worked at GlaxoSmithKline plc, where in addition to leading the formation of multiple strategic commercial and academic partnerships, he led epigenetics research and was responsible for the creation of the EpiNova Discovery Performance Unit. Before joining GlaxoSmithKline, Dr. Lee was a lecturer at Warwick University Medical School and founded each of Cambridge Biotechnology Ltd, which specialized in developing small molecule and peptide therapeutics for inflammation and metabolic diseases before its trade sale to Biovitrum in 2005, and Neurosolutions (now Oncosil Medical Ltd ASX). Dr. Lee currently serves as a non-executive director at the private biotechnology companies Alchemab Ltd., a position he has held since June 2021, and Macomics Ltd., a position he has held since July 2023. Dr. Lee received a BPharm from Nottingham University and a Ph.D. in pharmacology from Cambridge University. Dr. Lee has an MBA from Warwick Business School. We believe that Dr. Lee is qualified to serve on our Board based on his extensive leadership, executive, managerial, business and pharmaceutical and biotechnology company experience, along with his years of industry experience in the development and commercialization of pharmaceutical products. Roger Dansey, M.D. has served as a member of our Board since September 2025. Dr. Dansey currently also serves on the boards of directors of Nurix Therapeutics, Inc. and Inovio Pharmaceuticals, Inc., positions he has held since November 2025 and May 2021, respectively. Previously, Dr. Dansey was interim chief oncology officer of Pfizer Oncology from January 2025 to March 2025, and chief development officer of Pfizer Oncology from December 2023 to January 2025. Dr. Dansey also served as chief medical officer and president of research and development at Seagen prior to Pfizer’s acquisition of the company from May 2018 to December 2023. Dr. Dansey also previously served on the board of directors of Kronos Bio, Inc. from April 2023 to June 2025. Earlier in his career, he held senior leadership positions at Merck, Gilead Sciences and Amgen. Dr. Dansey holds an M.D. from University of Witwatersrand in Johannesburg, South Africa, and before joining industry, he was an associate professor of hematology/oncology at the Karmanos Cancer Institute in Detroit. We believe that Dr. Dansey is qualified to serve on our Board based on his executive experience at pharmaceutical and biotechnology companies and his expertise in developing oncology therapeutics. Jose-Carlos Gutierrez-Ramos, Ph.D. has served as a member of our Board since March 2021 and as a member of our Research and Innovation Advisory Board since May 2025. Since January 2021, Dr. Gutierrez-Ramos has served as the Chief Science Officer at Danaher Corporation, a publicly traded science and technology company. Prior to that, Dr. Gutierrez-Ramos was the Head of Global Drug Discovery at AbbVie, Inc., a publicly traded biopharmaceutical company, from February 2020 to January 2021. From June 2018 to February 2020, he was the Chief Executive Officer and President of Repertoire Immune Medicine Inc., a biotechnology company. From 2015 to May 2018, he served as Chief Executive Officer and president of Synlogic, Inc., a biotechnology company. Earlier in his career, Dr. Gutierrez-Ramos held positions at Pfizer Inc., GlaxoSmithKline plc, and Millennium Pharmaceuticals, Inc. Dr. Gutierrez-Ramos also previously served on the board of directors of Evelo Biosciences, Inc. from 2019 to 2023. Dr. Gutierrez-Ramos received a B.S. from Universidad Complutense de Madrid and his Ph.D. in immunochemistry from the Universidad Autonoma de Madrid. We believe that Dr. Gutierrez-Ramos is qualified to serve on our Board based on his executive experience at pharmaceutical and biotechnology companies. Alessandro Riva, M.D. has served as a member of our Board since March 2025. Dr. Riva has served as Chief Executive Officer of Transgene S.A. (“Transgene”), a publicly traded biotechnology company since May 2023, and chairman of the board of directors of Transgene since May 2022. Dr. Riva has served as a non-executive independent director of BeOne Medicines AG (formerly BeiGene, Ltd.), a publicly traded biotechnology company specialized in oncology therapeutics, since February 2022 and as a non-executive independent director of Century Therapeutics, Inc. since June 2021. Dr. Riva previously served as Chief Executive Officer of Intima Bioscience, Inc. (“Intima”), a privately held biotechnology company focused on oncology cell therapy and therapeutics, from September 2021 until April 2023. Prior to Intima, Dr. Riva served as the Chief Executive Officer of Ichnos Sciences, Inc., a biotechnology company focusing on oncology therapies from April 2019 until August 2021. Prior to that, Dr. Riva held senior leadership positions in the oncology groups at the publicly traded biopharmaceutical companies Gilead Sciences, Inc. and Novartis AG. Dr. Riva received his B.M.B.S. and M.D. in Oncology/Hematology from Università degli Studi di Milano. We believe that Dr. Riva is qualified to serve on our Board based on his executive experience at biotechnology companies and his expertise in developing oncology therapeutics. Stephen Sands, MBA has served as a member of our Board since February 2024. Mr. Sands is currently a Managing Director of Skia Capital, LLC, a position he has held since July 2025. Previously, Mr. Sands served as Senior Advisor at Lazard from December 2023 to January 2026, and before that as Chairman of the Global Healthcare Group at Lazard since 2016 and holding other positions throughout his 30-year career. Prior to joining Lazard, Mr. Sands was a partner in the healthcare practice of McKinsey & Company. During his career, Mr. Sands has co-founded two life sciences companies: Enzytech (acquired by Alkermes) and Opta Food Ingredients (acquired by Stake Technology and now SunOpta). Mr. Sands also currently serves on the board of directors of Recordati S.p.A., a publicly traded biotechnology company, a position he has held since April 2025. He previously served as director on the boards of several life sciences companies, including the public biotechnology companies Cognition Therapeutics, Inc. from June 2017 until October 2021 and Cyteir Therapeutics, Inc. from February 2022 until March 2024. Mr. Sands is a member of the Washington University (St. Louis) School of Engineering & Applied Science National Council. Mr. Sands holds a B.A. in biology from Oberlin College, a B.S. and an M.S. in chemical engineering from Washington University in St. Louis, and an MBA with a concentration in finance from New York University. We believe Mr. Sands is qualified to serve on our Board because of his extensive experience advising healthcare and life sciences companies.
Board of Directors
Charles Swanton, M.D., Ph.D., FRS, FMedSci, FRCP has served as a member of our Board since August 2025 and also as a member of our Clinical Advisory Board since July 2024. Dr. Swanton leads the Cancer Evolution and Genome Instability Laboratory at the Francis Crick Institute, a position he has held since 2015. His research is focused on how tumors evolve over space and time, and he has authored over 250 papers developing an understanding of branching evolutionary histories of solid tumors, processes that drive cancer cell-to-cell variation, and the impact of cancer diversity on effective immune surveillance and clinical outcome. Dr. Swanton is a fellow of the Royal Society, a fellow of the Royal College of Physicians and a fellow of the Academy of Medical Sciences. Dr. Swanton completed his M.D. and Ph.D. training at the Imperial Cancer Research Fund Laboratories. We believe Dr. Swanton is qualified to serve on our Board because of his expertise in developing oncology therapeutics.
Compensation Committee
| ● | evaluating and approving, or recommending to the Board for approval, the achievement of individual performance goals and objectives of our other executive officers and senior management and determining all elements of the compensation and other terms of employment of these executive officers and other senior management; |
Compensation Committee
| ● | appointing, compensating and overseeing the work of any compensation consultant or other advisor retained by the Compensation Committee; |
Compensation Committee
| ● | reviewing and approving the list of companies, if any, to be included in any compensation peer group used to determine pay levels based on criteria the Compensation Committee deems appropriate; |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We maintain our Non-Employee Director Compensation Policy in order to attract and retain non-employee directors who have the knowledge, skills and experience to serve as a member of our Board. Our non-employee directors are compensated through equity awards and the payment of cash fees, as described below. All equity awards granted in accordance with this policy shall be granted under our then-current equity incentive plan (or director equity incentive plan, if any). Directors who are employed by us will receive no additional compensation for their service as directors.
Equity Compensation
Equity Compensation Following a non-employee director’s initial election to our Board, the Board or the Compensation Committee shall grant the non-employee director an option to purchase a specified number of ordinary shares (the “Initial Grant”). In 2025, the Initial Grant comprised an option to purchase 25,000 ordinary shares and a restricted share unit (“RSU”) for 12,500 ordinary shares that will each vest in three equal installments on the first, second and third anniversaries of the date of grant, subject to continued service by the director as of such vesting date. Our Non-Employee Director Compensation Policy also provides for an annual grant of options and RSUs to be made to our non-employee directors (each, an “Annual Grant”). In 2025, prior to the amendment discussed below, the Non-Employee Director Compensation Policy provided that in January of each year, the Board or the Compensation Committee would grant to each non-employee director (other than the Chairman), an option to purchase 12,500 ordinary shares and 6,250 RSUs, and the Chairman would be granted an option to purchase 25,000 ordinary shares and 12,500 RSUs. If a new non-employee director joins our Board following the date of grant of the Annual Grant in any calendar year, such non-employee director will be granted a pro-rata portion of the next Annual Grant, based on the time between his or her appointment and the date of such Annual Grant. In December 2025, the Non-Employee Director Compensation Policy was amended to provide that (1) the Initial Grant will be comprised of an option to purchase 38,000 of the Company’s ordinary shares and an RSU award for 19,000 ordinary shares with each of the options and RSUs vesting in three substantially equal installments on the first, second and third anniversaries of the date of grant, subject to continued service by the director as of such vesting date, and (2) the Annual Grant will be comprised of an option to purchase 19,000 ordinary shares and an RSU award for 9,500 ordinary shares for each non-employee director other than the Chairman, and for the Chairman, the Annual Grant will be comprised of an option to purchase 38,000 ordinary shares and an RSU award for 19,000 ordinary shares. The Annual Grants shall vest in four substantially equal installments on the 15th day of the last month of each fiscal quarter in the year in which such Annual Grant is made, in each case subject to continued service by the director as of each applicable vesting date. The Compensation Committee has the sole discretion to provide for deferred settlement of RSUs awarded as part of the Initial Grant and/or Annual Grant.
Director Compensation
Director Compensation The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the year ended December 31, 2025. The compensation for Dr. Lee as an executive officer is set forth in the section of this proxy statement titled Executive Compensation—Summary Compensation Table.
Director Compensation
| | Fees Earned or | Option | Stock | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Total | | Name | ($) | ($)(1)(2) | ($)(1)(3) | ($) | ($) | | Felix J. Baker, Ph.D. | 88,711 | 84,618 | 61,600 | — | 234,929 | | Janice Bourque, MBA | 95,000 | 120,183 | 87,500 | 1,978(9) | 304,661 | | Roger Dansey, M.D.(4) | 22,077 | 116,082 | 89,500 | 19,200(10) | 246,859 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 90,000 | 120,183 | 87,500 | 72,895(11) | 370,578 | | Hervé Hoppenot(4) | 23,654 | 116,082 | 89,500 | — | 229,236 | | Richard Kender, MBA(5) | 55,539 | 120,183 | 87,500 | 1,978(9) | 265,200 | | Pierre Legault, MBA, CPA | 28,695 | 240,365 | 175,000 | 102,815(12) | 546,875 | | Alessandro Riva, M.D.(6) | 54,173 | 153,484 | 115,000 | — | 322,657 | | Stephen Sands, MBA | 91,981 | 103,713 | 75,502 | 1,978(9) | 273,174 | | Charles Swanton, M.D., Ph.D., FRS, FMedSci, FRCP(7) | 24,715 | 121,733 | 93,250 | 41,250(13) | 280,948 | | Sir Gregory Winter, FRS | 65,000(8) | 120,183 | 87,500 | — | 272,683 |
Director Compensation
| (1) The amounts reported in these columns reflect the aggregate grant date fair value of the option awards and RSUs to our directors as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). See Note 8 to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on March 17, 2026 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option |
Director Compensation
| and RSU awards. Note that the amounts reported in these columns do not reflect the actual economic value that may be realized by the directors. |
Director Compensation
| (2) The following table provides information regarding the aggregate number of option awards granted to our non-employee directors that were outstanding as of December 31, 2025: |
Director Compensation
| | Options | | | Outstanding | | Name | (#) | | Felix J. Baker, Ph.D. | 32,801 | | Janice Bourque, MBA | 113,000 | | Roger Dansey, M.D. | 25,000 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 78,000 | | Hervé Hoppenot | 25,000 | | Richard Kender, MBA | 113,000 | | Pierre Legault, MBA, CPA | 302,139 | | Alessandro Riva, M.D. | 25,000 | | Stephen Sands, MBA | 34,787 | | Charles Swanton, M.D., Ph.D., FRS, FMedSci, FRCP | 29,000 | | Sir Gregory Winter, FRS | 81,000 |
Director Compensation
| (3) The following table provides information regarding the aggregate number of RSUs granted to our non-employee directors that were outstanding as of December 31, 2025: |
Director Compensation
| | RSUs | | | Outstanding | | Name | (#) | | Felix J. Baker, Ph.D. | 16,400 | | Janice Bourque, MBA | 12,250 | | Roger Dansey, M.D. | 12,500 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 12,250 | | Hervé Hoppenot | 12,500 | | Richard Kender, MBA | 12,250 | | Pierre Legault, MBA, CPA | 24,500 | | Alessandro Riva, M.D. | 12,500 | | Stephen Sands, MBA | 17,393 | | Charles Swanton, M.D., Ph.D., FRS, FMedSci, FRCP | 14,907 | | Sir Gregory Winter, FRS | 12,250 |
Director Compensation
| (4) Dr. Dansey and Mr. Hoppenot were appointed to the Board effective September 8, 2025. |
Director Compensation
| (5) Mr. Kender did not stand for re-election at our 2025 Annual General Meeting and his term on the Board expired effective June 17, 2025. Mr. Kender continues to serve as a consultant pursuant to a consulting agreement, for which he receives compensation of £12,000 or equivalent in local currency per year and any outstanding equity awards held by Mr. Kender continue to vest in accordance with their terms during the term of such consultancy. |
Director Compensation
| (6) Dr. Riva was appointed to the Board effective March 25, 2025. |
Director Compensation
| (7) Dr. Swanton was appointed to the Board effective August 12, 2025. |
Director Compensation
| (8) Paid in GBP and converted at the following exchange rate: 1 GBP : 1.2783 USD. |
Director Compensation
| (9) Amounts represent fees paid for tax return preparation services. |
Director Compensation
| (10) Amount represents fees owed to Dr. Dansey for consultancy services provided to us pursuant to a consultancy agreement, effective as of November 2025, between us and Dr. Dansey. |
Director Compensation
| (11) Amount includes $70,917 in fees owed to Dr. Gutierrez-Ramos for services provided to us as Chair of our Research and Innovation Advisory Board pursuant to a consultancy agreement effective as of May 2025 between us and Dr. Gutierrez-Ramos. |
Director Compensation
| (12) Amount includes $100,837 in fees paid to Mr. Legault during the period he served as Chairman of our Board pursuant to a consulting agreement between us and an entity affiliated with Mr. Legault in connection with services Mr. Legault provides to us. Mr. Legault did not stand for re-election as a member of our Board at our 2025 Annual General Meeting but continues to provide services to us pursuant to the consulting agreement under which he receives a monthly retainer of approximately $18,333 from June 17, 2025 through June 30, 2026, and a monthly retainer of approximately $9,167 from July 1, 2026 through termination of the consulting agreement, no later than June 30, 2028. For additional information, see the section titled “Transactions with Related Persons—Certain Related Party Transactions—Board Member Consulting Agreements.” Amount also includes $1,978 in fees paid for tax return preparation services. |
Director Compensation
| (13) Amount includes $41,250 in fees owed to Dr. Swanton for services provided to us, during the period that he served as a member of our Board, as Chair of our Clinical Advisory Board pursuant to a consultancy services agreement between us and UCL Consultants Limited. The amount reported does not include $68,750 owed to Dr. Swanton for services provided to us pursuant to the consultancy services agreement during the year ended December 31, 2025 prior to Dr. Swanton’s appointment to our Board. |
Summary Compensation Table
Summary Compensation Table The following table provides a summary of compensation paid to our Chief Executive Officer, and the next two most highly compensated executive officers who were serving as our executive officers as of December 31, 2025. We refer to the three individuals listed in the table below collectively as our named executive officers (“NEOs”):
Summary Compensation Table
| | | | | | Non‑Equity | | | | | | | Option | Stock | Incentive Plan | All Other | | | | | Salary | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1)(2) | ($)(1)(2) | ($)(3) | ($) | ($) | | Kevin Lee, Ph.D., MBA | 2025 | 862,339(4) | 2,961,297 | 1,724,800 | 543,642(4) | 249,395(4)(6) | 6,341,473 | | Chief Executive Officer | 2024 | 759,566 | 1,967,499 | 1,392,160 | 653,211 | 84,782 | 4,857,218 | | Michael Skynner, Ph.D.(5) | 2025 | 612,471(4) | 836,470 | 490,000 | 319,355(4) | 68,714(4)(6) | 2,327,010 | | Chief Scientific Officer | | | | | | | | | Alistair Milnes(7) | 2025 | 578,189(4) | 836,470 | 490,000 | 322,520(4) | 65,245(4)(6) | 2,292,424 | | Chief Corporate Development Officer | 2024 | 538,931 | 977,403 | 705,120 | 309,860 | 60,259 | 2,591,573 |
Summary Compensation Table
| (1) The amounts reported in these columns for 2025 represent the aggregate grant date fair value of option awards and RSUs granted to our NEOs as computed in accordance with ASC 718. See Note 8 to Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on March 17, 2026 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards and RSUs. Note that the amounts reported in this column do not reflect the actual economic value that may be realized by the NEOs. |
Summary Compensation Table
| (2) See “—Narrative Disclosure to Summary Compensation Table—Equity-Based Incentive Awards” for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (3) The amounts reported in this column for 2025 represent annual performance-based cash compensation earned based on the achievement of Company and individual performance goals and other factors deemed relevant by our Board and Compensation Committee. See “—Narrative Disclosure to Summary Compensation Table—Annual Performance-Based Cash Compensation” for a description of the material terms pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) The amounts for 2025 have been converted from GBP to USD using an exchange rate of 1 GBP : 1.3186 USD based upon a 12-month average rate during the year ended December 31, 2025. |
Summary Compensation Table
| (5) Dr. Skynner served as our Chief Technology Officer during 2025. Effective as of January 1, 2026, Dr. Skynner serves as our Chief Scientific Officer. Dr. Skynner was not a NEO in 2024, and as such, we have not reported any 2024 compensation for Dr. Skynner. |
Summary Compensation Table
| (6) All other compensation for 2025 consisted of the following: |
Summary Compensation Table
| | | | Employer Personal | Cash Paid in Lieu | | | | Tax-Related | Medical | Pension Plan (EPPP) | of EPPP | | | | Reimbursements | Coverage | Contributions | Contributions | Total | | Name | ($) | ($) | ($) | ($) | ($) | | Kevin Lee, Ph.D., MBA | 154,165 | 3,320 | 13,186 | 78,724 | 249,395 | | Michael Skynner, Ph.D. | — | 2,915 | 13,186 | 52,613 | 68,714 | | Alistair Milnes | — | 3,064 | 13,186 | 48,995 | 65,245 |
Summary Compensation Table
| (7) Mr. Milnes served as our Chief Operating Officer during 2025. Effective on March 17, 2026, Mr. Milnes was appointed as our Chief Corporate Development Officer. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding equity awards held by our NEOs as of December 31, 2025. All options are options to purchase ordinary shares.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | | | | | | Market | | | | Number of | Number of | | | | Value of | | | | Securities | Securities | | | Number of | Shares or | | | | Underlying | Underlying | | | Shares or | Units of | | | | Unexercised | Unexercised | Option | | Units of Stock | Stock That | | | | Options | Options | Exercise | Option | That Have | Have Not | | | | (#) | (#) | Price | Expiration | Not Vested | Vested | | Name | Grant Date | Exercisable | Unexercisable | ($) | Date | (#) | ($)(1) | | Kevin Lee, Ph.D., MBA | 12/17/2018 | 164,743 | — | 0.01 | 12/13/2028 | — | — | | | 4/25/2019 | 44,897 | — | 8.03 | 4/24/2029 | — | — | | | 6/28/2019 | 306,252 | — | 14.00 | 6/27/2029 | — | — | | | 1/2/2020 | 210,000 | — | 9.82 | 1/2/2030 | — | — | | | 1/4/2021 | 250,000 | — | 17.95 | 1/4/2031 | — | — | | | 1/3/2022(2) | 97,916 | 2,084 | 60.87 | 1/3/2032 | — | — | | | 1/3/2022(3) | — | — | — | — | 3,125 | 22,125 | | | 1/3/2023(2) | 83,854 | 31,146 | 29.60 | 1/3/2033 | — | — | | | 1/3/2023(3) | — | — | — | — | 17,969 | 127,221 | | | 1/2/2024(2) | 74,270 | 80,730 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 43,313 | 306,656 | | | 1/2/2025(2) | — | 308,000 | 14.00 | 1/2/2035 | — | — | | | 1/2/2025(3) | — | — | — | — | 123,200 | 872,256 | | Michael Skynner, Ph.D. | 12/17/2018 | 49,143 | — | 0.01 | 12/13/2028 | — | — | | | 12/17/2018 | 12,252 | — | 0.01 | 12/13/2028 | — | — | | | 4/25/2019 | 10,464 | — | 8.03 | 4/24/2029 | — | — | | | 6/28/2019 | 183,895 | — | 14.00 | 6/27/2029 | — | — | | | 1/2/2020 | 60,000 | — | 9.82 | 1/2/2030 | — | — | | | 1/4/2021 | 70,500 | — | 17.95 | 1/4/2031 | — | — | | | 1/3/2022(2) | 29,375 | 625 | 60.87 | 1/3/2032 | — | — | | | 1/3/2022(3) | — | — | — | — | 938 | 6,641 | | | 1/3/2023(2) | 25,520 | 9,480 | 29.60 | 1/3/2033 | — | — | | | 1/3/2023(3) | — | — | — | — | 5,469 | 38,721 | | | 1/2/2024(2) | 26,833 | 29,167 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 15,750 | 111,510 | | | 1/2/2025(2) | — | 87,000 | 14.00 | 1/2/2035 | — | — | | | 1/2/2025(3) | — | — | — | — | 35,000 | 247,800 | | Alistair Milnes | 1/12/2021(2) | 46,845 | — | 20.12 | 1/12/2031 | — | — | | | 1/3/2022(2) | 97,916 | 2,084 | 60.87 | 1/3/2032 | — | — | | | 1/3/2022(3) | — | — | — | — | 938 | 6,641 | | | 1/3/2023(2) | 25,520 | 9,480 | 29.60 | 1/3/2033 | — | — | | | 1/3/2023(3) | — | — | — | — | 5,469 | 38,721 | | | 1/2/2024(2) | 36,895 | 40,105 | 18.08 | 1/2/2034 | — | — | | | 1/2/2024(3) | — | — | — | — | 21,938 | 155,321 | | | 1/2/2025(2) | — | 87,000 | 14.00 | 1/2/2035 | — | — | | | 1/2/2025(3) | — | — | — | — | 35,000 | 247,800 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Calculated based on the closing price per share of our ordinary shares on December 31, 2025, which was $7.08. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) One-fourth of the shares subject to the option vest on the one-year anniversary of the grant date, and the remaining vest in 36 substantially equal monthly installments thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) One-fourth of the total number of RSUs vest on the one-year anniversary of the grant date, and the remaining RSUs vest in 12 equal quarterly installments thereafter. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE This disclosure has been prepared in accordance with Section 953 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, and Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect value actually received or realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. The following tables and related disclosures provide information about (i) the total compensation of our CEO, and the average of the total compensation of our other NEOs (“Non-CEO NEOs”) as presented in the Summary Compensation Table (“SCT”) on page 37 of this proxy statement, (ii) the compensation actually paid (“Compensation Actually Paid”) to our CEO and the average of the Compensation Actually Paid to our Non-CEO NEOs, as calculated pursuant to the SEC’s pay versus performance rules, (iii) certain financial performance measures, and (iv) the relationship of the Compensation Actually Paid to those financial performance measures.
PAY VERSUS PERFORMANCE
| | | | Average | | Value of | | | | Summary | | Summary | Average | Fixed $100 | | | | Compensation | Compensation | Compensation | Compensation | Investment Based On | | | | Table Total | Actually Paid | Table Total | Actually Paid | Total | Net | | | for CEO | to CEO | for Non-CEO NEOs | to Non-CEO NEOs | Shareholder Return | Loss | | Year | ($)(1) | ($)(1)(2)(3) | ($)(1) | ($)(1)(2)(3) | ($)(4) | $000s(5) | | 2025 | 6,341,473 | 1,927,109 | 2,309,717 | 880,499 | 23.92 | (218,960) | | 2024 | 4,857,218 | 3,333,586 | 2,258,821 | 1,574,319 | 47.30 | (169,031) | | 2023 | 5,540,400 | 625,065 | 2,777,279 | 2,039,543 | 61.08 | (180,664) |
PAY VERSUS PERFORMANCE
| (1) The CEO for 2025, 2024 and 2023 is Kevin Lee, Ph.D., MBA. The Non-CEO NEOs for whom the average compensation is presented in this table for 2025 are Michael Skynner, Ph.D and Alistair Milnes. The Non-CEO NEOs for whom the average compensation is presented in this table for 2024 are Alethia Young, former Chief Financial Officer, Mr. Milnes, Santiago Arroyo, M.D., Ph.D., former Chief Development Officer, and Michael Hannay, D.Sc. The Non-CEO NEOs for whom the average compensation is presented in this table for 2023 are Ms. Young and Dr. Arroyo. |
PAY VERSUS PERFORMANCE
| (2) The amounts shown as Compensation Actually Paid or Average Compensation Actually Paid, as applicable, have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by our CEO and Non-CEO NEOs. These amounts reflect total compensation or average total compensation, as applicable, as set forth in the SCT for each year, adjusted as described in footnote 3 below. |
PAY VERSUS PERFORMANCE
| (3) Compensation Actually Paid or Average Compensation Actually Paid, as applicable, reflects the exclusions and inclusions for the CEO and Non-CEO NEOs set forth below. Amounts excluded, which are set forth in the “Minus Option and Stock Awards from SCT” column below, represent the Option and Stock Awards columns of the SCT for 2025. Amounts added back to determine Compensation Actually Paid are set forth in the table below, as applicable: (i) the fair value as of the end of the year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end the year; and (iii) the change in fair value during the year of equity awards granted in prior years that vested during the year. No equity awards granted during any of the years presented were both granted and vested during the year. No awards granted in prior years failed to meet the applicable vesting conditions during any of the years presented. Equity award fair values used in the computations below are calculated in accordance with ASC Topic 718. |
PAY VERSUS PERFORMANCE
| | | | Plus Year-End | Plus Change in | Plus Change in | | | | Summary | Minus Option | Fair Value of | Fair Value of | Fair Value of | | | | Compensation | and Stock | Unvested Equity | Unvested Equity | Prior Years’ | Compensation | | | Table Total | Awards from | Awards Granted | Awards Granted | Awards Vested | Actually Paid | | | for CEO | SCT | During Year | in Prior Years | During Year | to CEO | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 6,341,473 | (4,686,097) | 1,833,118 | (1,086,012) | (475,373) | 1,927,109 |
PAY VERSUS PERFORMANCE
| | | | Plus Avg. Year-End | Plus Avg. Change | Plus Avg. Change | | | | Avg. Summary | Minus Avg. | Fair Value of | in Fair Value of | in Fair Value of | Average | | | Compensation | Options and | Unvested Equity | Unvested Equity | Prior Years’ | Compensation | | | Table Total | Stock Awards | Awards Granted | Awards Granted | Awards Vested | Actually Paid | | | for Non-CEO NEOs | from SCT | During Year | in Prior Years | During Year | to Non-CEO NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 2,309,717 | (1,326,470) | 519,143 | (433,180) | (188,711) | 880,499 |
PAY VERSUS PERFORMANCE
The assumptions used in determining fair value of the share options that vested during 2025, or that were outstanding and unvested as of December 31, 2025, as applicable, are as follows:
PAY VERSUS PERFORMANCE
| | 2025 | | Risk-free interest rate | 3.5% - 4.4% | | Expected volatility | 62.4% - 70.9% | | Expected dividend yield | 0% | | Expected term (in years) | 3.0 - 6.0 |
PAY VERSUS PERFORMANCE
| (4) Cumulative Total Shareholder Return (“TSR”) illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our ordinary shares on December 31, 2022, calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |
Description of Relationship between Compensation Actually Paid and Cumulative TSR
Description of Relationship between Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average Compensation Actually Paid to our Non-CEO NEOs, and our cumulative TSR over the fiscal three-year period from 2023 through 2025:
Description of Relationship Between Compensation Actually Paid and Net Loss
Description of Relationship Between Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Loss over the fiscal three-year period from 2023 through 2025: All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Activity in the year
| ● | reviewing and making recommendations to the Board with respect to director compensation. |
Awards granted from 1 January 2025 to 31 December 2025 (audited)
| (4) Pursuant to and in accordance with the terms of our Amended and Restated Non-Employee Director Compensation Policy, Pierre Legault and Felix Baker were granted options and RSUs over ordinary shares as annual grants. Once vested the equity-based awards in the form of RSUs are no longer subject to forfeiture but the settlement is deferred until the earlier of (i) the date of the participants “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)); (ii) the date of the participant’s “disability” (as defined under Treasury Regulation Section 1.409A-3(i)(4)); (iii) the date of the participant’s death; or (iv) the date of a Change in Control (as defined in the EIP) that would also constitute a “change in control event” (as defined under Treasury Regulation Section 1.409A-3(i)(5)). |
Awards granted from 1 January 2025 to 31 December 2025 (audited)
| (3) Pursuant to and in accordance with the terms of our Amended and Restated Non-Employee Director Compensation Policy, save for Dr. Riva, Dr. Swanton, Dr. Dansey and Mr. Hoppenot, the Non-Executive Directors were granted options over 12,500 ordinary shares and RSUs over 6,250 ordinary shares as an annual grant. The annual grant for Mr. Sands was pro-rated based on his date of appointment to the Board in the prior year. |