BICYCLE THERAPEUTICS PLC
For the period ended Jun 17, 2025. Filed Apr 23, 2025.
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Jun 17, 2025 · Filed Apr 23, 2025
Contents
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 63 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. For the fiscal years presented, we did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular of financial performance measures and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Average | | | | | | | | |
| | | Summary | | | | Summary | | Average | | | | | | |
| · · Compensation · · Compensation · · Compensation · · Compensation · · Value of Fixed $100 Investment Based on(4) · · | ||||||||||||||
| | | Table Total | | Actually Paid | | Table Total | | Actually Paid | | Total | | Peer Group Total | | Net |
| | | for CEO | | to CEO | | for Non-CEO NEOs | | to Non-CEO NEOs | | Shareholder Return | | Shareholder Return | | Loss |
| Year | | ($)(1) | | ($)(1)(2)(3) | | ($)(1) | | ($)(1)(2)(3) | | ($) | | ($) | | $000s(5) |
| 2024 | | 4,857,218 | | 3,333,586 | | 2,258,821 | | 1,574,319 | | 77.99 | | 90.58 | | (169,031) |
| 2023 | | 5,540,400 | | 625,065 | | 2,777,279 | | 2,039,543 | | 100.72 | | 91.84 | | (180,664) |
| 2022 | | 8,627,590 | | (6,363,603) | | 4,041,865 | | (464,022) | | 164.90 | | 88.53 | | (112,717) |
| 2021 | | 4,465,319 | | 25,665,642 | | 1,742,286 | | 8,967,510 | | 339.11 | | 99.37 | | (66,819) |
| (1) | The CEO for 2024, 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 2024 are Alethia Young, Alistair Milnes, Santiago Arroyo, M.D., Ph.D. 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. 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, Mr. 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. |
| (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. |
| (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 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. |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | 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 | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) |
| 2024 | | 4,857,218 | | (3,359,659) | | 2,312,707 | | (646,209) | | 169,529 | | 3,333,586 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Plus Avg. Year-End | | Plus Avg. Change | | Plus Avg. Change | | |
| | | Avg. Summary | | Minus Avg. | | Fair Value of | | in Fair Value of | | in Fair Value of | | Average |
| | | Compensation | | Options and | | Unvested Equity | | Unvested Equity | | Prior Years’ | | Compensation |
| | | Table Total | | Stock Awards | | Awards Granted | | Awards Granted | | Awards Vested | | Actually Paid |
| | | for Non-CEO NEOs | | from SCT | | During Year | | in Prior Years | | During Year | | to Non-CEO NEOs |
| Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) |
| 2024 | | 2,258,821 | | (1,374,446) | | 896,283 | | (282,232) | | 75,893 | | 1,574,319 |
The assumptions used in determining fair value of the share options that vested during 2024, or that were outstanding and unvested as of December 31, 2024, as applicable, are as follows:
| | | |
|---|---|---|
| | | 2024 |
| Risk-free interest rate | | 3.5% - 4.8% |
| Expected volatility | | 62.8% - 74.9% |
| Expected dividend yield | | 0% |
| Expected term (in years) | | 3.0 - 6.2 |
| (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, 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. The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report on Form 10-K. |
| (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
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 and Peer Group TSR over the fiscal four-year period from 2021 through 2024:
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 four-year period from 2021 through 2024:
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.