DEF 14A of Bicycle Therapeutics PLC
Filed Apr 15, 2024 · FY20230001558370-24-005119
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 Kevin Lee as a director. | FOR | | 2 | To re-elect Jose-Carlos Gutierrez-Ramos 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 U.S. independent registered public accounting firm for the year ending December 31, 2024. | 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, 2024. | FOR | | 7 | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023. | FOR | | 8 | To approve our director’s remuneration report for the year ended December 31, 2023, which is set forth in Annex A to this proxy statement. | FOR | | 9 | To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000. | FOR | | 10 | To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply. | FOR | | 11 | To adopt new articles of association, which are set forth in Annex B to this proxy statement. | FOR |
RE-ELECTION OF DIRECTORS
RE-ELECTION OF DIRECTORS Our Board of Directors currently consists of eight 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 II directors: Kevin Lee and Jose-Carlos Gutierrez-Ramos, whose current terms will expire at the AGM; |
RE-ELECTION OF DIRECTORS
| ● | Class III directors: Richard Kender, Pierre Legault and Stephen Sands, whose current terms will expire at the 2025 annual general meeting of shareholders; and |
RE-ELECTION OF DIRECTORS
| ● | Class I directors: Janice Bourque, Veronica Jordan and Sir Gregory Winter, whose current terms will expire at the 2026 annual general meeting of shareholders. |
RE-ELECTION OF DIRECTORS
Acting upon the recommendation of our Nominating and Corporate Governance Committee, our Board nominated Kevin Lee and Jose-Carlos Gutierrez-Ramos for re-election as Class II directors and no other nominees for directors have been presented. If elected, the nominees will hold office from the date of re-election until the 2027 annual general meeting of shareholders, and until his successor is elected and has been qualified, or until his earlier death, resignation or removal. 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.”
Introduction
Introduction As a matter of English law, directors of an English public company must have specific authority from shareholders to allot shares in the company or to grant rights to subscribe for or to convert any security into shares in the company (other than pursuant to employee equity plans). In addition, when the directors of an English public company allot equity securities (being ordinary shares or rights to subscribe for, or to convert any securities into, ordinary shares) for cash, the company must first offer those equity securities on the same or more favorable terms to existing shareholders of the company on a pro rata basis (commonly referred to as the statutory pre-emption right) unless this statutory pre-emption right is disapplied, or opted-out of, by approval of the shareholders. In this proxy statement, we refer to the share allotment authority and pre-emption disapplication collectively as the “share issuance authorities.” At the 2021 annual general meeting of shareholders held on June 28, 2021 (“2021 AGM”), our shareholders authorized our directors to allot shares or to grant rights to subscribe for or to convert any securities into shares in the Company up to a maximum aggregate nominal value of £250,000 (equal to 25 million shares with a nominal value of £0.01 each) and disapplied the statutory pre-emption right in respect of such allotments, in each case for a period of up to five years. The share issuance authorities granted at the 2021 AGM have, since the 2021 AGM, kept us on an equal footing with our peer companies who are incorporated and listed in the United States. However, following the issuance of shares in our follow-on offerings in October 2021 and July 2023, under our at-the-market (“ATM”) program through 2023, and through grants of options and restricted share units to non-employees, the remaining unutilized portion of the share issuance authorities from the 2021 AGM is an aggregate nominal value of less than £80,000 and we are therefore seeking approval from our shareholders of a renewal of our share issuance authorities at this AGM. Proposals 9 and 10, which we refer to as our Share Issuance Proposals, ask our shareholders to approve, for a period of up to five years, the allotment of shares and grant of rights to subscribe for, or convert any security into, shares in the Company of up to a maximum aggregate nominal value of £1,000,000 (equal to 100 million shares with a nominal value of £0.01 each) on a non-pre-emptive basis. We are and will continue to be subject to all of the shareholder approval and other requirements that arise from our ADSs being listed exclusively on the Nasdaq Global Select Market and our being considered a U.S. domestic reporting company under SEC rules, and our Board will also continue to focus on and satisfy its duties to our shareholders with respect to share issuances. Many of our peer companies are listed and incorporated in the United States and are not subject to similar share issuance restrictions. We are asking you to approve our Share Issuance Proposals to allow us to continue to execute on our business and growth strategy in a timely manner.
Summary
| ● | will keep us on an equal footing with our peer companies who are incorporated and listed in the United States, while also fully complying with English law; and |
Board of Directors
Board of Directors Our nominees for re-election as directors at the AGM are all currently serving as members of our Board. 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 | | Pierre Legault, MBA, CPA | 63 | Director and Non‑Executive Chairman | | Kevin Lee, Ph.D., MBA | 55 | Chief Executive Officer and Executive Director | | Janice Bourque, MBA | 67 | Non‑Executive Director | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 61 | Non‑Executive Director | | Veronica Jordan, Ph.D. | 73 | Non‑Executive Director | | Richard Kender, MBA | 68 | Non‑Executive Director | | Stephen Sands, MBA | 67 | Non‑Executive Director | | Sir Gregory Winter, FRS | 73 | Non‑Executive Director |
Board of Directors
Biographical information for those directors who are not standing for re-election at the AGM and who will remain seated following the AGM, 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. Lee’s and Dr. Gutierrez-Ramos’ biographies are set forth above in Proposals 1 and 2, respectively. Pierre Legault, MBA, CA, CPA has served as our Chairman and a member of our Board since March 2019. Mr. Legault has also served as a consultant to us since March 2019. Mr. Legault has served as Chairman and a member of the boards of directors of Egle Therapeutics since March 2022, Sitryx Therapeutics Limited since March 2021, Amolyt Pharma SA since December 2020 and Artios Pharma Limited since February 2018. Mr. Legault has served on the board of directors of Syndax Pharmaceuticals since January 2017. Mr. Legault also previously served as Chairman of Poxel SA from March 2016 to March 2023, and as a member of the boards of directors at Urovant Sciences Ltd, Clementia Pharmaceuticals, Forest Laboratories, Tobira Therapeutics, NPS Pharmaceuticals, Regado Biosciences, Armo Biosciences, Iroko Pharmaceuticals, Cyclacel Pharmaceuticals and Eckard Pharmacy. Mr. Legault also previously served as Chairman and Chief Executive Officer of NephroGenex, as Chief Executive Officer of Prosidion Ltd., a subsidiary of Astellas Pharma Inc., as Chief Financial Officer and Treasurer of OSI Pharmaceuticals, Inc., as Chief Executive Officer of Eckerd Pharmacy and as Chief Administrative Officer of the Rite Aid Corporation. Mr. Legault held various global roles such as President, Chief Executive Officer and Chief Financial Officer at legacy companies of the Sanofi-Aventis group. Mr. Legault earned a B.B.A. in Business & International Finance from HEC Montreal, an MBA in Marketing from McGill University and holds C.A. and C.P.A. diplomas. He also studied at Harvard Business School in their Graduate Executive MBA program. We believe that Mr. Legault is qualified to serve on our Board based on his experience leading and managing a number of biopharmaceutical companies. Janice Bourque, MBA has served as a member of our Board since July 2019. Ms. Bourque is a Managing Director in Hercules Capital’s life sciences group and has more than 30 years of life science experience and a focus on emerging growth stage companies. Previously, Ms. Bourque has consulted for Commons Capital, served as Senior Vice President and Group Head, Life Sciences at Comerica Bank and was President and Chief Executive Officer of the Massachusetts Biotechnology Council. Ms. Bourque currently serves on the board of directors of The Village Bank. Ms. Bourque also previously served on the board of directors of Poxel SA from January 2016 to March 2023. Ms. Bourque has also served on the board of directors of the MIT Koch Institute for Integrative Cancer Research. She holds a B.S. in veterinary science and an MBA in finance and accounting from the University of New Hampshire. We believe that Ms. Bourque is qualified to serve on our Board based on her extensive experience as a senior executive and board member in the life sciences sector. Veronica Jordan, Ph.D. has served as a member of our Board since October 2019. Dr. Jordan has been a corporate director for more than 15 years, with extensive experience in the biopharmaceutical industry, and has been an advisor to companies developing novel healthcare products. Since 2007, Dr. Jordan has served as an independent consultant to healthcare companies and contract research organizations. She was previously CEO and President of Medelle Corporation, a private medical device company, and held various executive roles at PAREXEL International during her 14 years on the company’s management team. Dr. Jordan was a member of the board of directors of Aspira Women’s Health, Inc. (formerly Vermillion, Inc.) from 2014 to 2023, most recently serving as Chair of the Board. From 2006 to 2016, she was a member of the board of directors of Albany Molecular Research, Inc. Dr. Jordan earned a B.A. in biochemistry from Cambridge University and a Ph.D. in biochemistry and cell biology from Oxford University. We believe that Dr. Jordan is qualified to serve on our Board based on her extensive experience across diverse corporate functions, including clinical operations, business development and corporate governance. Richard Kender has served as a member of our Board since July 2019. Mr. Kender had an extensive career in the pharmaceutical industry, most recently serving as Senior Vice President of Business Development and Corporate Licensing at Merck & Co., Inc. from 2000 until his retirement in 2013. During his career at Merck, Mr. Kender was greatly influential across business development, licensing and in finance roles that supported the domestic and international research, commercial and manufacturing divisions. Mr. Kender currently serves on the board of directors and Audit Committee of Seres Therapeutics and on the board of directors and Audit Committee of Poxel SA. Mr. Kender earned his B.S. in accounting from Villanova University and his MBA from Fairleigh Dickinson University. We believe Mr. Kender is qualified to serve on our Board because of his extensive business experience in the pharmaceutical industry and his financial expertise. Stephen Sands, MBA has served as a member of the Board since February 2024. Mr. Sands has been a Senior Advisor at Lazard since December 2023, previously serving as Chairman of the Global Healthcare Group 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 has served as a director of Cytier Therapeutics, a public biotechnology company since February 2020. He previously served as director on the boards of several life sciences companies, including the public biotechnology company Cognition Therapeutics, Inc. In addition to his responsibilities at Lazard, Mr. Sands is a member of the Washington University (St. Louis) School of Engineering & Applied Science National Counsel and of the board of trustees of the New York Hall of Science. 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
Sir Gregory Winter, FRS is our Co-Founder and has served on our Board since our inception. Sir Gregory was a member of staff of the Medical Research Council Laboratory of Molecular Biology (LMB) in Cambridge, U.K. from 1981 to 2012, serving as both Deputy and Acting Director. He is currently a Fellow of Trinity College, Cambridge and was previously the Master of Trinity College, Cambridge from October 2012 to June 2019. Sir Gregory also serves as a consultant to biotechnology companies, is a non-executive director of Bit Bio Ltd and Immutrin Ltd, and a Science Partner of Ahren Innovation Capital. He is a Fellow of the Royal Society and was knighted in 2004 for services to science. In 2018, Sir Gregory was awarded a Nobel Prize in Chemistry for his work in developing phage display for the directed evolution of antibodies and peptides to produce new medicines. He was the Acting Chairman of Biosceptre International Limited from 2016 to 2018, and was a founder and non-Executive Director of Cambridge Antibody Technology and Domantis Ltd. We believe that Sir Gregory is qualified to serve on our Board based on his extensive research experience, knowledge of antibody medicines and academic achievements and his experience in the biotechnology industry.
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; |
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 2023, the Initial Grant comprised an option to purchase 20,000 ordinary shares that and an RSU for 10,000 ordinary shares that will 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 January of each year, the Board or the Compensation Committee will grant to each non-employee director (other than the Chairman) who has not announced an intention either to resign from the Board or not to stand for election at the next annual general meeting of shareholders, an option to purchase 11,500 ordinary shares and 5,750 RSUs, and the Chairman will be granted an option to purchase 23,000 ordinary shares and 11,500 RSUs. Effective January 1, 2024, the Non-Employee Director Compensation Policy was updated to provide that (1) the Initial Grant will be comprised of an option to purchase 24,000 of the Company’s ordinary shares and an RSU award for 12,000 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 option to purchase 12,000 ordinary shares and an RSU award for 6,000 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 24,000 ordinary shares and an RSU award for 12,000 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 and 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. 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.
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, 2023. 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, and Stephen Sands is not included in the table as he joined our Board on February 20, 2024.
Director Compensation
| | Fees Earned or | Option | Stock | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Total | | Name | ($) | ($)(1)(2) | ($)(1)(3) | ($) | ($) | | Janice Bourque, MBA | 76,125 | 249,089 | 170,200 | — | 495,414 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 63,000 | 249,089 | 170,200 | — | 482,289 | | Veronica Jordan, Ph.D. | 73,500 | 249,089 | 170,200 | — | 492,789 | | Richard Kender, MBA | 107,625 | 249,089 | 170,200 | — | 526,914 | | Pierre Legault, MBA, CPA | 37,991 | 498,179 | 340,400 | 180,061(5) | 1,056,631 | | Sir Gregory Winter, FRS | 57,750(4) | 249,089 | 170,200 | — | 477,039 |
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 February 20, 2024 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards and stock 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, 2023: |
Director Compensation
| | Options | | | Outstanding | | Name | (#) | | Janice Bourque, MBA | 88,500 | | Jose-Carlos Gutierrez-Ramos, Ph.D. | 53,500 | | Veronica Jordan, Ph.D. | 88,500 | | Richard Kender, MBA | 88,500 | | Pierre Legault, MBA, CPA | 253,139 | | Sir Gregory Winter, FRS | 56,500 |
Director Compensation
| (3) In January 2023, each of Ms. Bourque, Dr. Jordan, Dr. Gutierrez-Ramos, Mr. Kender and Sir Gregory Winter received Annual Grants of options to purchase 11,500 ordinary shares and 5,750 RSUs, and Mr. Legault received an Annual Grant of an option to purchase 23,000 ordinary shares and 11,500 RSUs. These RSUs vested in four substantially equal installments on the 15th day of the last month of each fiscal quarter during 2023. No RSUs granted to our non-employee directors were outstanding as of December 31, 2023. |
Director Compensation
| (4) Paid in GBP and converted at the following exchange rate: 1 GBP = $1.2362 USD. |
Director Compensation
| (5) Amount represents fees paid pursuant to a consulting agreement between us and an entity affiliated with Mr. Legault in connection with services Mr. Legault provides to us. For additional information, see the section titled “Transactions with Related Persons—Certain Related Party Transactions—Consulting Agreement with Stone Sunny Isles, Inc.” |
Summary Compensation Table
Summary Compensation Table The following table provides a summary of compensation paid to our Chief Executive Officer, and the next two most highly compensated executive officers who were serving as our executive officers as of December 31, 2023, our Chief Financial Officer and Chief Development Officer. We refer to the three individuals listed in the table below collectively as our named executive officers:
Summary Compensation Table
| | | | | | | Non‑Equity | | | | | | | | Option | Stock | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2)(3) | ($)(2)(3) | ($)(4) | ($) | ($) | | Kevin Lee, Ph.D., MBA | 2023 | 710,292(5) | 18,649(5) | 2,490,895 | 1,702,000 | 540,951(5) | 77,613(5)(6) | 5,540,400 | | Chief Executive Officer | 2022 | 672,636 | — | 4,269,758 | 3,043,500 | 570,672 | 71,024 | 8,627,590 | | Alethia Young(7) | 2023 | 220,000 | 50,000 | 2,297,749 | — | 281,200 | 30,486(8) | 2,879,435 | | Chief Financial Officer | | | | | | | | | | Santiago Arroyo, M.D., Ph.D.(7) | 2023 | 431,944 | — | 1,901,979 | — | 328,000 | 13,200(9) | 2,675,123 | | Chief Development Officer | | | | | | | | |
Summary Compensation Table
| (1) See “—Narrative Disclosure to Summary Compensation Table—Bonus” below for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (2) The amounts reported in these columns for 2023 represent the aggregate grant date fair value of the option awards and restricted share units (“RSUs”) granted to our named executive officers 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 February 20, 2024 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 named executive officers. |
Summary Compensation Table
| (3) See “—Narrative Disclosure to Summary Compensation Table—Equity-Based Incentive Awards” below for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) The amounts reported in this column for 2023 represent annual performance-based bonuses 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” below for a description of the material terms pursuant to which this compensation was awarded. |
Summary Compensation Table
| (5) The amounts have been converted from GBP to USD using an exchange rate of 1 GBP = $1.2433 as of December 31, 2023. |
Summary Compensation Table
| (6) The amount reported for 2023 represents $1,768 in private medical coverage, $10,568 in employer personal pension plan contributions, and $65,277 in cash paid in lieu of employer personal pension plan contributions provided to Dr. Lee. |
Summary Compensation Table
| (7) Ms. Young was appointed as the Chief Financial Officer effective July 17, 2023 and Dr. Arroyo was appointed as the Chief Development Officer effective March 31, 2023. Neither Ms. Young nor Dr. Arroyo was a named executive officer in 2022. As such, we have not reported any 2022 compensation for either Ms. Young or Dr. Arroyo in this table. |
Summary Compensation Table
| (8) The amount reported for 2023 represents $10,800 in employer matching contributions to Ms. Young’s 401(k) plan contributions during the relevant year as well as $12,599 in housing allowance payments and $7,087 in tax gross-ups related to the housing allowance payments. |
Summary Compensation Table
| (9) The amount reported for 2023 represents the employer matching contribution to Dr. Arroyo’s 401(k) plan contributions during the year. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2023. All options are options to purchase ordinary shares.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | | | | | | Market | | | | Number of | Number of | | | | Value of | | | | Securities | Securities | | | Number of | Shares or | | | | Underlying | Underlying | | | Shares or | Units of | | | | Unexercised | Unexercised | Option | | Units of Stock | Stock That | | | | Options | Options | Exercise | Option | That Have | Have Not | | | | (#) | (#) | Price | Expiration | Not Vested | Vested | | Name | Grant Date | Exercisable | Unexercisable | ($) | 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(2) | 182,291 | 67,709 | 17.95 | 1/4/2031 | — | — | | | 1/3/2022(2) | 47,916 | 52,084 | 60.87 | 1/3/2032 | — | — | | | 1/3/2022(3) | — | — | — | — | 28,125 | 508,500 | | | 1/3/2023(2) | — | 115,000 | 29.60 | 1/3/2033 | — | — | | | 1/3/2023(3) | — | — | — | — | 57,500 | 1,039,600 | | Alethia Young | 7/17/2023(2) | — | 120,000 | 26.21 | 7/17/2033 | — | — | | Santiago Arroyo, M.D., Ph.D. | 3/31/2023(2) | — | 120,000 | 21.77 | 3/31/2033 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Calculated based on the closing price per share of our ordinary shares on December 31, 2023, which was $18.08. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) One-fourth of the shares subject to the option vested on the one-year anniversary of the Grant Date, and the remaining vest in 36 substantially equal monthly installments thereafter. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) One-fourth of the total number of RSUs vested 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 (“Regulation S-K”), 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 Chief Executive Officer (“CEO”), and the average of the total compensation of our other named executive officers (“Non-CEO NEOs”) as presented in the Summary Compensation Table (“SCT”) on page 46 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 $100 | | | | Compensation | Compensation | Compensation | Compensation | Investment Based on | | | | Table Total | Actually Paid | Table Total | Actually Paid | Total | Net | | | for CEO | to CEO | for Non-CEO NEOs | to Non-CEO NEOs | Shareholder Return | Income (Loss) | | Year(1) | ($)(2) | ($)(2)(3)(4) | ($)(2) | ($)(2)(3)(4) | ($)(5) | $000s(6) | | 2023 | 5,540,400 | 625,065 | 2,777,279 | 2,039,543 | 100.72 | (180,664) | | 2022 | 8,627,590 | (6,363,603) | 4,041,865 | (464,022) | 164.90 | (112,717) | | 2021 | 4,465,319 | 25,665,642 | 1,742,286 | 8,967,510 | 339.11 | (66,819) |
PAY VERSUS PERFORMANCE
| (1) During such time as we qualify as a “smaller reporting company” pursuant to Rule 405 of the Securities Act we are only required to include information for the past three fiscal years in this table. |
PAY VERSUS PERFORMANCE
| (2) The CEO for 2023, 2022 and 2021 is Kevin Lee, Ph.D., MBA. The Non-CEO NEOs for whom the average compensation is presented in this table for 2023 are Alethia Young and Santiago Arroyo, M.D., Ph.D. The Non-CEO NEOs for whom the average compensation is presented in this table for 2022 are Lee Kalowski, MBA, our former Chief Financial Officer who resigned in June 2023, Alistair Milnes and Michael Skynner, Ph.D. The Non-CEO NEOs for whom the average compensation is presented in this table for 2021 are Mr. Kalowski and Dr. Skynner. |
PAY VERSUS PERFORMANCE
| (3) 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 4 below. |
PAY VERSUS PERFORMANCE
| (4) 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 each applicable year. 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 | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 5,540,400 | (4,192,895) | 2,219,591 | (1,710,209) | (1,231,822) | 625,065 |
PAY VERSUS PERFORMANCE
| | | | Plus Avg. Year-End | Plus Avg. Change | Plus Avg. Change | | | | Avg. Summary | Minus Avg. | Fair Value of | in Fair Value of | in Fair Value of | Average | | | Compensation | Options and | Unvested Equity | Unvested Equity | Prior Years’ | Compensation | | | Table Total | Stock Awards | Awards Granted | Awards Granted | Awards Vested | Actually Paid | | | for Non-CEO NEOs | from SCT | During Year | in Prior Years | During Year | to Non-CEO NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 2,777,279 | (2,099,864) | 1,362,128 | — | — | 2,039,543 |
PAY VERSUS PERFORMANCE
The assumptions used in determining fair value of the share options that vested during 2023, or that were outstanding and unvested as of December 31, 2023, as applicable, are as follows:
PAY VERSUS PERFORMANCE
| | 2023 | | Risk-free interest rate | 3.4% - 4.9% | | Expected volatility | 71.0% - 82.4% | | Expected dividend yield | 0% | | Expected term (in years) | 3.0 - 6.6 |
PAY VERSUS PERFORMANCE
| (5) 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, 2020, 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
| (6) The dollar amounts reported represent the amount of net income (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 2021 through 2023:
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 2021 through 2023: 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. |
Equity Incentive Plan
| (4) On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |