Alistair Milnes
About Alistair Milnes
Alistair Milnes, age 51, is Chief Operating Officer (COO) of Bicycle Therapeutics, appointed effective January 3, 2022 after serving as Vice President, Human Resources and Communications in 2021; he holds a B.A. from Edinburgh Napier University . As an NEO, his 2024 performance evaluation used a corporate performance score of 115% and a personal performance multiplier of 100%, yielding a cash bonus of $309,860; his 2025 base salary was set at £438,500 ($550,366), with a target bonus of 50% of base . His compensation structure is balanced between annual cash incentives and long-term equity (options and RSUs), with double-trigger change-in-control protection and a clawback policy aligned with SEC/Nasdaq requirements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bicycle Therapeutics plc | Vice President, Human Resources and Communications | Jan 2021–Dec 2021 | Led HR and communications functions |
| Rio Tinto | Strategic Advisor, Transformation, People and Communications | Jan 2020–Dec 2020 | Advisory role on people/communications |
| Gazprom Marketing & Trading Ltd. | Director of Global Human Resources | Dec 2013–Nov 2017 | Global HR leadership |
| Gazprom Marketing & Trading Ltd. | Director of Global Human Resources and Communications | Nov 2017–Oct 2019 | HR and communications leadership |
| Bicycle Therapeutics plc (consultant) | Independent HR consulting services | Oct 2020–Dec 2020 | Consulting assignment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Femasys, Inc. (public company) | Director | Since Jun 2023 | Board role at biomedical company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary (USD) | $492,641 | $463,847 | $536,752 | $550,366 |
| Target Bonus (%) | 50% | 50% | 50% | 50% |
| Actual Bonus Paid (USD) | $294,481 | — | $309,860 | — |
Performance Compensation
2024 Bonus Plan Metrics and Outcomes
| Category | Weighting (%) | Target/Stretch Description | Assessment of Achievement (%) | Weighted Performance (%) |
|---|---|---|---|---|
| Clinical, Research & Development and Collaborations | 77.5% | Progress Duravelo-1/2; BT5528 expansion; BT7480 next steps; discovery; collaboration goals; stretch: preliminary analysis, activated sites, enrollment, adjacent mono/combination studies | 112% | 87% |
| Corporate and Business Development | 22.5% | Financing ≥$100M; non-dilutive deals; stretch: raise >$200M | 124% | 28% |
| Total | 100% | — | — | 115% |
2024 Bonus Payout Calculation (Milnes)
| Eligible Salary ($) | Target Bonus (%) | Corporate Performance (%) | Personal Performance (%) | Total Annual Bonus ($) |
|---|---|---|---|---|
| $538,931 | 50% | 115.0% | 100.0% | $309,860 |
2024 Annual Equity Grants (Milnes)
| Grant Year | Share Options (#) | RSUs (#) |
|---|---|---|
| 2024 | 77,000 | 39,000 |
Equity Vesting Terms
| Award Type | Vesting Schedule |
|---|---|
| Share Options | 25% vests on first anniversary of vesting commencement date; remaining vests in 36 equal monthly installments; 10-year term; exercise price = closing price on grant date |
| RSUs | 25% vests on first anniversary; remaining vests in 12 equal quarterly installments (employee grants under 2020 Plan) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 206,009 shares; less than 1% of shares outstanding |
| Total Awards Granted under 2020 Plan (to 3/31/2025) | 351,000 share options; 106,500 RSUs |
| Hedging/Pledging Policy | Hedging and pledging prohibited; no short-selling or margin accounts; derivative trading in ADSs prohibited |
| Ownership Guidelines | Company maintains minimum NEO share ownership guidelines |
Note: Vested vs unvested breakdown and in-the-money option values are not disclosed in the cited materials.
Employment Terms
| Term | Detail |
|---|---|
| Service Agreement Date | January 5, 2022 (effective January 3, 2022 as COO) |
| Role | Chief Operating Officer, reporting to CEO |
| Notice Period | No specified term; either party may terminate with at least six months’ written notice |
| Non-Change-in-Control Severance | 9 months of then-current base salary and benefits continuation for 9 months |
| Change-in-Control Severance | 18 months of base salary and 18 months of benefits; target annual bonus for year of termination; full vesting of time-based equity awards upon qualifying termination within 12 months following change in control |
| Trigger Type | Double trigger required (change in control + involuntary termination); company compensation practices state double-trigger severance provisions for NEOs |
Potential Payments Upon Termination or Change in Control (as of 12/31/2024 assumptions)
| Scenario | Cash Severance ($) | Bonus ($) | Benefits Continuation ($) | Equity Acceleration ($) |
|---|---|---|---|---|
| Company termination without cause or resignation for good reason in connection with change in control | 793,732 | 264,577 | 113,343 | 749,448 |
| Company termination without cause or resignation for good reason (not in connection with change in control) | 396,866 | — | 56,671 | — |
| Change in control without termination | — | — | — | 749,448 |
Values calculated using $14.00 closing price on 12/31/2024 and GBP→USD exchange rate 1.25511; methodology described in the proxy .
Governance and Risk Controls
- Clawback policy compliant with SEC and Nasdaq rules; independent compensation consultant; peer data reviewed; pay-for-performance emphasis; no excise tax gross-ups .
- Insider trading policy mandates pre-clearance; prohibits hedging, pledging, margin accounts, and derivative trading in ADSs .
Investment Implications
- Alignment: Balanced equity mix (options for upside; RSUs for retention) plus strict anti-hedging/pledging policies and share ownership guidelines support long-term alignment with shareholders .
- Retention: Significant severance protections (18 months salary/benefits under double-trigger CoC, 9 months outside CoC) and ongoing vesting schedules reduce near-term attrition risk; 2024 equity acceleration amounts underscore the value at stake in a CoC event .
- Performance linkage: Annual bonus formula directly tied to milestone execution, with 2024 corporate performance at 115% and personal performance at 100% for Milnes; equity grants are time-based rather than performance-based, which moderates risk but reduces direct metric linkage in equity .
- Trading pressure: Quarterly RSU and monthly option vesting can create scheduled liquidity events; however, pre-clearance requirements and blackout policies help mitigate opportunistic trading risks .
- Shareholder support: High say-on-pay approval (96.8% in 2024) suggests investor acceptance of the compensation framework, reducing governance overhang .