Charles Swanton
About Charles Swanton
Charles Swanton, M.D., Ph.D., FRS, FMedSci, FRCP, joined Bicycle Therapeutics’ Board on August 12, 2025 as a Class II director and member of the Scientific Committee; the Board determined he is not independent under Nasdaq rules due to his service as Chair of Bicycle’s Clinical Advisory Board . He leads the Cancer Evolution and Genome Instability Laboratory at the Francis Crick Institute, with research on tumor evolution and immune surveillance; he completed M.D. and Ph.D. training at the Imperial Cancer Research Fund Laboratories . As of October 30, 2025, he is listed as a director in the company’s S‑8 filing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francis Crick Institute | Head, Cancer Evolution & Genome Instability Laboratory | Ongoing | Research leadership in tumor evolution, genomic instability |
| Imperial Cancer Research Fund Laboratories | M.D./Ph.D. training | Prior to industry/academic roles | Foundational oncology training |
| Bicycle Therapeutics | Chair, Clinical Advisory Board | Current (prior to Board appointment) | Advisory leadership; triggers non‑independent Board status |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Francis Crick Institute | Lab Head | No | Academic leadership; scientific credentials (FRS, FMedSci, FRCP) |
| Other public company boards | — | — | None disclosed in company filings |
Board Governance
- Appointment and term: Class II director effective August 12, 2025; term through the 2027 AGM unless earlier change .
- Committee assignment: Scientific Committee member .
- Independence: Not independent due to service as Chair of the Clinical Advisory Board; no Item 404(a) related‑party transactions disclosed for Swanton .
- Indemnity: Standard deed of indemnity entered in connection with appointment (form referenced from prior filings) .
- Board practices: Independent directors met two executive sessions in FY2024; Board maintains Audit, Compensation, and Nominating & Corporate Governance Committees .
Fixed Compensation
| Component | 2025 Amount | 2024 Amount | Notes |
|---|---|---|---|
| Board annual cash retainer (member) | $50,000 | $50,000 | Applies to non‑employee directors |
| Scientific Committee (member) | $10,000 | $7,500 | Swanton serves as member |
| Audit Committee (member) | $15,000 | $10,500 | Not applicable to Swanton (not appointed) |
| Compensation Committee (member) | $10,000 | $7,875 | Not applicable to Swanton |
| Nominating & Corporate Governance (member) | $10,000 | $5,250 | Not applicable to Swanton |
Performance Compensation
| Equity Award | Quantity | Grant Basis | Vesting | Strike/Value | Notes |
|---|---|---|---|---|---|
| Initial option | 25,000 shares | On Board appointment | 3 equal annual installments on 1st/2nd/3rd anniversaries | Per plan terms | Granted per updated 2025 Non‑Employee Director Compensation Policy |
| Initial RSU | 12,500 shares | On Board appointment | 3 equal annual installments on 1st/2nd/3rd anniversaries | Fair value per grant | RSU settlement may be deferred at Committee’s discretion |
| Annual option (non‑Chair) | 12,500 shares | January each year | 4 equal quarterly installments within grant year | Per plan terms | Pro‑rata if joining after grant date |
| Annual RSU (non‑Chair) | 6,250 shares | January each year | 4 equal quarterly installments within grant year | Fair value per grant | 2025 policy update effective January 1, 2025 |
No performance‑based metrics apply to director equity awards under the policy; awards are time‑vested .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | None disclosed for Swanton |
Expertise & Qualifications
- Oncology leadership and research focus on spatial/temporal tumor evolution, immune surveillance, and clinical outcomes .
- Credentials: Fellow of the Royal Society (FRS), Academy of Medical Sciences (FMedSci), and Royal College of Physicians (FRCP) .
- Advanced training: M.D. and Ph.D. at Imperial Cancer Research Fund Laboratories .
Equity Ownership
| As of | Title of Security | Amount Beneficially Owned | Ownership Form | Notes |
|---|---|---|---|---|
| Aug 12, 2025 | Ordinary Shares | 3,089 | Direct | Form 3 initial statement |
| Aug 12, 2025 | Stock Option (right to buy) | 2,000 underlying shares | Direct | Exercise price $18.85; expiration 10/08/2030 |
| Aug 12, 2025 | Stock Option (right to buy) | 2,000 underlying shares | Direct | Exercise price $24.58; expiration 09/16/2032 |
| On appointment | Initial option | 25,000 underlying shares | Direct (award) | 3‑year annual vesting |
| On appointment | Initial RSU | 12,500 shares | Direct (award) | 3‑year annual vesting |
- Share ownership guidelines: Non‑employee directors expected to own shares valued at least 3× annual cash retainer within 5 years; options and unearned performance RSUs excluded; overseen by Compensation Committee .
- Anti‑hedging/anti‑pledging: Company discloses anti‑hedging and anti‑pledging policies alongside ownership guidelines .
Insider Filings
| Form | Filing/Effective Date | Key Disclosure |
|---|---|---|
| Form 3 | Aug 12–14, 2025 | Initial beneficial ownership: 3,089 ordinary shares; two legacy options (2,000 each) with strikes $18.85 (exp. 10/08/2030) and $24.58 (exp. 09/16/2032) |
| Power of Attorney (EX‑24) | Aug 14, 2025 | Designates company officers as attorneys‑in‑fact for Section 16 filings |
Governance Assessment
- Independence and potential conflict: RED FLAG. The Board has formally determined Swanton is not independent due to his concurrent service as Chair of Bicycle’s Clinical Advisory Board, which creates an advisory/oversight interlock and could affect investor confidence in committee impartiality if expanded beyond Scientific Committee . Mitigating factor: No related‑party transactions under Item 404(a) disclosed for Swanton .
- Alignment and incentives: Mixed. Cash retainer is modest; equity awards are time‑vested (no performance metrics), which can dilute pay‑for‑performance signaling for directors but aligns with shareholder interests through ownership, supported by 3× retainer ownership guidelines over five years .
- Committee placement: Appropriate for expertise—Scientific Committee member; no Audit/Compensation roles disclosed, which limits risk of conflicted oversight in financially sensitive committees while non‑independent status persists .
- Engagement: Attendance data for Swanton not yet disclosed post‑appointment; Board held executive sessions among independent directors twice in FY2024, indicating ongoing independent oversight structures .
Overall signal: High scientific credibility and relevant oncology expertise bolster board effectiveness; however, non‑independence due to internal advisory leadership is a governance red flag to monitor. Investors should watch for any expansion of his committee roles into Audit/Compensation while non‑independent and for adherence to ownership guidelines over the five‑year window .