Felix Baker
About Felix J. Baker, Ph.D.
Felix J. Baker, age 56, was appointed to the Bicycle Therapeutics plc (BCYC) Board on April 18, 2024 and is slated to become Non‑Executive Chairman immediately following the 2025 AGM . He is a Managing Member and co‑founder (with Julian Baker) of Baker Bros. Advisors LP, a biotechnology‑focused investment adviser formed in 2000 . He holds a B.S. and Ph.D. in Immunology from Stanford University and completed two years of medical school there . The Board has determined he is independent under Nasdaq rules; independent directors held two executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen, Inc. | Director | Jul 2003 – Dec 2023 | Not disclosed in BCYC proxy |
| Alexion Pharmaceuticals, Inc. | Director | Jun 2015 – Feb 2021 | Not disclosed in BCYC proxy |
| Talis Biomedical Corporation | Director | Jul 2013 – Mar 2023 | Not disclosed in BCYC proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baker Bros. Advisors LP | Managing Member | Co‑founded in 2000 | Biotechnology‑focused investment adviser |
| Kodiak Sciences, Inc. | Director | Since Sep 2015 | Public biotechnology company |
| Kiniksa Pharmaceuticals International, plc | Director | Since Oct 2015 | Public biopharmaceutical company |
| IGM Biosciences, Inc. | Director | Since Jan 2021 | Public biotechnology company |
| Kymera Therapeutics, Inc. | Director | Since Mar 2024 | Public biotechnology company |
Board Governance
- Classification: Class I director; current term ends at the 2026 AGM .
- Committee assignment: Member, Nominating & Corporate Governance Committee (NCGC); chair is Jose‑Carlos Gutierrez‑Ramos .
- Upcoming role: Will serve as Non‑Executive Chairman immediately following the 2025 AGM .
- Independence: Board determined all directors other than Kevin Lee and Pierre Legault are independent; Baker is independent .
- Engagement: Independent directors held two executive sessions in 2024; committee meetings in 2024—Audit (8), Compensation (7), NCGC (8) .
- NCGC mandate: Includes assessing conflicts of interest for directors/officers and overseeing committee appointments and chair roles .
- Compensation Committee interlocks: None identified in 2024 (no cross‑board executive interlocks) .
- Non‑exec director terms: Letters allow termination on ≤3 months’ notice; Board is staggered Class I–III .
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $44,005 | Pro‑rated for appointment on Apr 18, 2024 |
| Payment terms | — | Fees paid monthly; expenses reimbursed per policy |
| Annual cash retainer policy | — | Base fee plus committee chair/membership fees; not performance‑related |
Performance Compensation (Non‑Employee Director – FY2024)
| Award Type | Grant Date | Shares | Exercise Price (USD) | ASC 718 Fair Value (USD) | Expiration | Vesting |
|---|---|---|---|---|---|---|
| Stock options | 18 Apr 2024 | 24,000 | $21.82 | $352,472 | 18 Apr 2034 | 3 equal annual installments |
| RSUs (deferred settlement) | 18 Apr 2024 | 12,000 | — | $261,840 | — | 3 equal annual installments; settlement deferred until separation, disability, death, or qualifying change‑in‑control (Treas. Reg. 1.409A) |
Performance metrics table:
| Item | Status |
|---|---|
| Performance‑based conditions | None; director awards are time‑based vesting only |
| Option repricing | EIP permits repricing of underwater options, but no changes were made to exercise prices/vesting in 2024 |
Other Directorships & Interlocks
| Company | Role | Status/Years |
|---|---|---|
| Kodiak Sciences, Inc. | Director | Since Sep 2015 |
| Kiniksa Pharmaceuticals International, plc | Director | Since Oct 2015 |
| IGM Biosciences, Inc. | Director | Since Jan 2021 |
| Kymera Therapeutics, Inc. | Director | Since Mar 2024 |
| Seagen, Inc. | Director | Jul 2003 – Dec 2023 |
| Alexion Pharmaceuticals, Inc. | Director | Jun 2015 – Feb 2021 |
| Talis Biomedical Corporation | Director | Jul 2013 – Mar 2023 |
Notes: BCYC policy allows that fees for non‑executive directors appointed by an investor may be paid to that investor on behalf of the director (potential interlock/payment channel) .
Expertise & Qualifications
- Biotech investment expertise as Managing Member of Baker Bros. Advisors LP; extensive service on boards of biotech/pharma companies .
- Scientific credentials: B.S. and Ph.D. in Immunology from Stanford; completed two years of medical school .
- Governance credentials: Designated as independent; will serve as Non‑Executive Chairman post‑AGM, signaling board leadership experience .
Equity Ownership
| Data Point | Value |
|---|---|
| Beneficially owned shares (as of Dec 31, 2024) | 30,323,301 |
| Breakdown of beneficial holdings | 10,885,357 ADSs; 19,437,944 non‑voting ordinary shares held by connected persons (Funds) |
| Options outstanding (12/31/2024) | 24,000 |
| RSUs outstanding (12/31/2024) | 12,000 |
| 5% shareholder position via Baker Bros. Advisors LP affiliated entities | 10,900,657 ADSs; 22.8% of total voting rights |
| Ownership guidelines (adopted Dec 2024) | Non‑employee directors must own shares worth ≥3× annual cash retainer; options/unearned PSUs excluded; 5‑year compliance period |
| Compliance status | All officers and directors in compliance as of Apr 14, 2025 |
Governance Assessment
- Alignment: Very high ownership through Baker Bros. affiliated entities (22.8% voting ADSs; additional non‑voting ordinary shares) aligns interests with shareholders and provides significant influence .
- Committee role: Member of NCGC overseeing conflict assessments and board effectiveness; independent status affirmed by Board .
- Leadership transition: Becoming Non‑Executive Chairman post‑AGM enhances oversight but heightens scrutiny given simultaneous role as managing member of a 5%+ shareholder; Board affirms independence .
- Pay structure: Director compensation is predominantly equity‑based with time‑based vesting and deferred RSU settlement; no performance‑based conditions—reduces pay‑for‑performance linkage for directors but aligns through ownership .
- Policies: Company maintains clawback policy for executives and anti‑hedging/anti‑pledging practices; share ownership guidelines apply to directors and are met .
- Plan risk: EIP permits unilateral option repricing (potential red flag), though no repricing or vesting changes occurred for directors in 2024 .
- Shareholder sentiment: Strong say‑on‑pay support (96.8% in May 2024) indicates broad investor confidence in compensation governance .
RED FLAGS / WATCHPOINTS
- Significant shareholder‑director duality: Managing Member of Baker Bros. Advisors LP while serving as Non‑Executive Chairman may create perceived influence/conflict—mitigated by Board’s independence determination and NCGC conflict oversight .
- Option repricing authority under EIP: Although unused in 2024, the ability to reprice underwater options warrants monitoring for shareholder‑friendly application .
- Investor‑appointed fee payment channel: Policy allows fees for certain investor‑appointed directors to be paid to investors, which could present optics/flow‑of‑funds considerations if applied; confirm recipient for Baker’s fees as needed .