Gregory Winter
About Sir Gregory Winter
Sir Gregory Winter, FRS, is a co‑founder of Bicycle Therapeutics and a non‑executive, independent director; age 74, serving on the Board since the company’s inception (appointment letter 24 May 2019; date of appointment 4 December 2017) . He is a Fellow of Trinity College, Cambridge, former Master of Trinity College (Oct 2012–Jun 2019), and a former Deputy/Acting Director at the MRC Laboratory of Molecular Biology (LMB) in Cambridge (1981–2012); he was knighted in 2004 and awarded the 2018 Nobel Prize in Chemistry for pioneering phage display applied to antibody and peptide therapeutics . The Board has affirmatively determined that Sir Gregory is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MRC Laboratory of Molecular Biology (Cambridge, UK) | Member of staff; Deputy and Acting Director | 1981–2012 | Led antibody engineering research; institutional leadership |
| Trinity College, Cambridge | Master | Oct 2012–Jun 2019 | College leadership; academic governance |
| Cambridge Antibody Technology | Founder; Non‑Executive Director | Prior to 2006 (company acquired by AstraZeneca in 2006) | Foundational role in therapeutic antibodies; strategic oversight |
| Domantis Ltd. | Founder; Non‑Executive Director | Prior to 2006 (company acquired by GSK in 2006) | Pioneered therapeutic biologics; strategic oversight |
External Roles
| Organization | Role | Nature |
|---|---|---|
| Trinity College, Cambridge | Fellow | Academic |
| Ahren Innovation Capital | Science Partner | Venture/Investment |
| Multiple biotechnology companies | Consultant | Industry advisory |
Board Governance
- Independence: The Board determined all directors other than the CEO and Mr. Legault are independent; Sir Gregory is independent under Nasdaq standards .
- Tenure: Co‑founder; Board service since inception; appointment letter dated 24 May 2019; appointment effective 4 Dec 2017; age 74 .
- Board leadership: Felix J. Baker serves as Non‑Executive Chairman following the 2025 AGM .
- Committee framework: BCYC maintains Audit, Compensation, Nominating & Corporate Governance, Scientific, and Strategic committees; cash fee schedule effective 1 Jan 2025 and director compensation policy amended 18 Jun 2025 confirm committee structure .
- Recent committee appointments (context): Roger Dansey appointed to Scientific and Nominating & Corporate Governance; Hervé Hoppenot to Audit and Compensation (both independent) .
Note: Specific committee assignments for Sir Gregory Winter are not disclosed in the 2025 proxy or subsequent filings reviewed .
Fixed Compensation
| Component | FY 2024 Actual ($) | Source |
|---|---|---|
| Annual Cash Fees | 65,000 | Director Compensation Table |
| Option Awards (ASC 718 grant-date fair value) | 152,323 | Director Compensation Table |
| Stock Awards (RSUs, ASC 718 grant-date fair value) | 108,480 | Director Compensation Table |
| All Other Compensation | 1,917 | Director Compensation Table |
| Total | 327,720 | Director Compensation Table |
| 2025 Non‑Employee Director Cash Fee Schedule (effective 1 Jan 2025) | Member Annual Fee ($) | Chair Annual Fee ($) |
|---|---|---|
| Board of Directors | 50,000 | 85,000 |
| Audit Committee | 15,000 | 25,000 |
| Compensation Committee | 10,000 | 20,000 |
| Nominating & Corporate Governance Committee | 10,000 | 15,000 |
| Scientific Committee | 10,000 | 15,000 |
| Strategic Committee | 35,000 | 50,000 |
- Payment terms: Fees payable in arrears in 12 equal monthly installments (policy amended through June 18, 2025) .
- Peer benchmarking: 2025 fees were increased from 2024 after review against peers .
Performance Compensation
| Equity Award | Grant Date | Shares | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Annual Option Grant | 2 Jan 2025 | 12,500 | $14.00 | 2 Jan 2035 | Four equal quarterly installments |
| Annual RSU Grant | 2 Jan 2025 | 6,250 | — | — | Four equal quarterly installments |
| RSU Grant Value (face value at grant) | 2 Jan 2025 | $88,000 | — | — | Per grant terms |
| Performance Metrics Tied to Director Equity | Status |
|---|---|
| Performance conditions on non‑executive director awards | None; all director equity awards are time‑based vesting (no performance conditions), and there were no repricing/modification of exercise prices or vesting dates |
- Director Equity Policy: Annual Grants (options 12,500 + RSUs 6,250 for non‑chair; chair receives double); Initial Grants for new directors (options 25,000 + RSUs 12,500), with vesting and allowance for deferred RSU settlement at the Compensation Committee’s discretion .
Other Directorships & Interlocks
| Organization | Role | Public/Private | Notable Transaction |
|---|---|---|---|
| Cambridge Antibody Technology | Founder; Non‑Executive Director | Private (historic) | Acquired by AstraZeneca in 2006 |
| Domantis Ltd. | Founder; Non‑Executive Director | Private (historic) | Acquired by GSK in 2006 |
No current public company directorships for Sir Gregory are disclosed in BCYC’s 2025 proxy or subsequent filings reviewed .
Expertise & Qualifications
- Nobel Prize in Chemistry (2018) for directed evolution/phage display of antibodies and peptides; Fellow of the Royal Society; knighted in 2004 .
- Deep antibody therapeutics expertise; founding roles in leading biotech companies; extensive academic and institutional leadership at MRC LMB and Trinity College .
- Current industry engagement as consultant and Science Partner (Ahren Innovation Capital) .
Equity Ownership
| As of 31 Dec 2024 | Shares/Units | Count |
|---|---|---|
| Beneficially owned shares | Ordinary shares | 174,677 |
| Options outstanding | Options | 68,500 |
| RSUs outstanding | RSUs | 6,000 |
| Total equity awards (no performance conditions) | Options + RSUs | 74,500 |
Governance Assessment
- Independence and scientific stature: Independent status coupled with world‑class scientific credentials strengthen Board credibility and oversight of R&D strategy .
- Director pay design: Non‑executive director equity is solely time‑based vesting with no performance conditions; no repricing or changes—typical for directors but provides limited “pay‑for‑performance” linkage .
- Fee benchmarking and adjustments: 2025 director fees increased versus 2024 after peer review, with clear disclosure of committee differentials (including Scientific and Strategic committees), supporting transparency but signaling upward pressure on board cash costs .
- Shareholder support: The Directors’ Remuneration Report received strong approval at the 2024 AGM (96.82% “for”), indicating investor confidence in governance and compensation practices .
- Potential conflicts: Sir Gregory’s consultancy and venture affiliations are disclosed; the Board’s independence determination addresses conflict concerns, and no related‑party transactions involving Sir Gregory are disclosed in the reviewed materials .
Overall signal: Strong independence and unmatched domain expertise, transparent and routine director pay structures, and high shareholder support underpin investor confidence. Monitoring future committee assignments and any changes to fee levels or equity policy will help assess ongoing alignment and board effectiveness .