Hervé Hoppenot
About Hervé Hoppenot
Independent Class I director appointed on September 8, 2025; term expires at the 2026 AGM. Serves on the Audit Committee and Compensation Committee; Board determined he meets Nasdaq independence standards including the additional requirements for Audit and Compensation members. Former Incyte Chairman/CEO (11 years) and Novartis Oncology President; educated at ESSEC Business School (France). Enters the company’s standard deed of indemnity and participates in the Non‑Employee Director Compensation Policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte | Chairman & CEO (then advisor to the CEO; current Board member) | 11 years as Chairman/CEO; advisor/Director currently | Tripled clinical candidates; expanded to 15 countries; revenue growth from $350M to $4.2B under leadership |
| Novartis Oncology | President (originally Chief Commercial Officer) | Prior to Incyte | Oversaw industry’s largest oncology pipeline |
| Rhône-Poulenc/Aventis | Senior roles including VP Oncology and head U.S. oncology business unit | Early career | Commercial leadership in oncology |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Incyte | Advisor to CEO; Director | Current | Former Chairman/CEO; now advisor and Board Director |
| Maze Therapeutics | Chairman of the Board | Current | Chair role indicates governance leadership |
| Pierre Fabre Laboratories | Director | Current | Board service at global pharma |
| N‑Power Medicine | Director | Current | Board service at healthcare company |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member); independence affirmed for Board and committee service.
- Board leadership: chair and CEO roles separated to ensure independent oversight; Board emphasizes risk oversight at committee level.
- Meetings/engagement context: In 2024, Board met 8 times; Audit 8, Compensation 7, Nominating 8; independent directors held two executive sessions. (Hoppenot joined in 2025; 2024 stats demonstrate cadence.)
- Indemnification: Company has deeds of indemnity with each director; Hoppenot to enter the standard form upon appointment.
- Share ownership guidelines: Non‑employee directors expected to hold shares valued at least 3x annual cash retainer within five years; options and unearned performance RSUs excluded.
- Director fee payments: Cash fees paid monthly in arrears and prorated for partial months; reasonable expenses reimbursed.
Fixed Compensation
Annualized fee schedule applicable in 2025 for Hoppenot’s roles (paid monthly, prorated for partial service):
| Component | Amount (USD) | Source |
|---|---|---|
| Board member annual cash retainer | $50,000 | |
| Audit Committee member fee | $15,000 | |
| Compensation Committee member fee | $10,000 | |
| Total annualized cash (Board + committees) | $75,000 |
Fees are paid in 12 monthly installments and prorated for months of service.
Performance Compensation
Non‑employee directors are not eligible for performance‑based incentive plans; equity awards vest time‑based only.
| Award Type | Standard Initial Grant (2025 policy) | Vesting | Exercise/Settlement | Performance Conditions |
|---|---|---|---|---|
| Options | 25,000 shares | 3 equal installments on 1st, 2nd, 3rd anniversaries | FMV exercise price at grant; typical option practice (see 2025 grants) | None (no performance conditions on director awards) |
| RSUs | 12,500 shares | 3 equal installments on 1st, 2nd, 3rd anniversaries | Committee may allow deferred settlement; RSU settlement generally deferred to separation/disability/death/qualifying CIC | None (no performance conditions on director awards) |
| Annual Grants (non‑Chair) | 12,500 options; 6,250 RSUs | Vest quarterly during grant year | As per plan; FMV option pricing | None |
Hoppenot will participate in the Non‑Employee Director Compensation Policy; specific grant dates/strike values at appointment were not disclosed in the 8‑K.
Other Directorships & Interlocks
| Company | Relationship to BCYC | Interlock/Transaction Notes |
|---|---|---|
| Incyte | External board/advisory role | No BCYC‑Incyte transactions disclosed; 8‑K affirms no Item 404(a) related‑party transactions for Hoppenot. |
| Maze Therapeutics | External chair role | No BCYC transactions disclosed. |
| Pierre Fabre Laboratories | External director | No BCYC transactions disclosed. |
| N‑Power Medicine | External director | No BCYC transactions disclosed. |
Related party oversight context: 2024 private placement included Baker Bros‑affiliated funds; approved under the Company’s Related Parties Committee. Not related to Hoppenot but relevant to Board conflict controls.
Expertise & Qualifications
- Oncology leadership and commercialization: Led development/commercialization at Novartis Oncology; grew Incyte revenues from $350M to $4.2B and expanded global footprint.
- Boardroom and strategic governance: Chair at Maze; director roles at Incyte, Pierre Fabre, N‑Power Medicine.
- Education: ESSEC Business School (France).
Equity Ownership
- Beneficial ownership for Hoppenot was not disclosed in the appointment 8‑K; S‑8 signatures confirm director status as of Oct 30, 2025.
- Stock ownership guidelines: 3x annual cash retainer within five years; options and unearned performance RSUs excluded from calculation.
- RSU settlement mechanics for directors may be deferred until separation/disability/death/qualifying change‑in‑control.
Governance Assessment
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Strengths
- Independent director with deep oncology commercialization and board leadership experience; adds audit and compensation oversight capacity.
- Clear fee policy and equity frameworks; separation of Chair/CEO enhances board independence; active executive sessions.
- Strong shareholder support for remuneration (96.82% “Directors’ Remuneration Report” in 2024; 92.97% “Remuneration Policy” in 2023).
- Formal deeds of indemnity and related‑party oversight via dedicated committee.
-
Watchpoints / RED FLAGS
- Remuneration policy permits unilateral option repricing by the Compensation Committee (ability to lower exercise prices on underwater options) — shareholder‑unfriendly feature; monitor usage.
- Director tax support may include gross‑ups for tax incurred due to NED role — potential optics issue; quantify if applied to Hoppenot.
- Multiple external board roles (Incyte, Maze, Pierre Fabre, N‑Power) increase potential for time/attention conflicts; no related‑party transactions disclosed for Hoppenot at appointment, but maintain ongoing conflict checks.
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Net view: Hoppenot’s appointment strengthens commercialization and oncology governance depth on key committees. Pay structures are largely time‑based and aligned via ownership guidelines, but the option‑repricing authority and potential tax gross‑ups merit ongoing scrutiny for investor alignment.