Janice Bourque
About Janice Bourque
Janice Bourque (age 68) is an independent non‑executive director of Bicycle Therapeutics plc (BCYC), serving since July 2019. She is a Managing Director in Hercules Capital’s life sciences group with 30+ years of sector experience; prior roles include Senior Vice President & Group Head, Life Sciences at Comerica Bank, President & CEO of the Massachusetts Biotechnology Council, and consultant to Commons Capital. She holds a B.S. in veterinary science and an MBA in finance and accounting from the University of New Hampshire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Biotechnology Council | President & CEO | — (not disclosed) | — (not disclosed) |
| Comerica Bank | SVP & Group Head, Life Sciences | — (not disclosed) | — (not disclosed) |
| Commons Capital | Consultant | — (not disclosed) | — (not disclosed) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hercules Capital | Managing Director, Life Sciences Group | Current | Focus on emerging growth stage life sciences companies |
| The Village Bank | Director | Current | — (not disclosed) |
| Poxel SA (public) | Director | Jan 2016–Mar 2023 | — (not disclosed) |
Board Governance
- Committee leadership and membership (current cycle): Chair, Compensation Committee; Member, Audit Committee, effective April 18, 2024 .
- Independence: Board determined all committee members meet Nasdaq independence standards and are free of impairing relationships .
- Executive sessions: Independent directors met two times in 2024 .
| Committee | Role | Meetings (FY2024) | Attendance |
|---|---|---|---|
| Compensation | Chair | 7 | 7 of 7 |
| Audit | Member | 8 | — (not disclosed) |
| Nominating & Corporate Governance | — | 8 | — (not disclosed) |
Fixed Compensation
| Year | Fees Earned (Cash, $) | Option Awards (Grant‑date FV, $) | Stock Awards (Grant‑date FV, $) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 80,716 | 152,323 | 108,480 | 1,917 | 343,436 |
- Non‑employee director cash/equity paid per policy; values reflect ASC 718 grant‑date fair value and not realized value .
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑based eligibility | Non‑Executive Directors are not eligible to participate in performance‑based incentive plans . |
| Equity award conditions | None of the awards granted to the CEO, Chairman or Non‑Executive Directors are subject to performance‑based conditions . |
Director Fee Schedule (2025, Governance Context)
| Fee Component | Amount (USD 000s) |
|---|---|
| Board member annual cash retainer | 50 |
| Compensation Committee Chair | 20 |
| Audit Committee member | 15 |
| Other committee chair/member fees (for reference) | Nominating Chair 15; Member 10; Strategic Chair 50; Member 35; Scientific Chair 15; Member 10 |
- Fees may be paid in GBP or USD; NEDs not eligible for performance‑based plans .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Poxel SA | Director | Former | Public biopharma board, Jan 2016–Mar 2023 |
| The Village Bank | Director | Current | Community banking board |
- Related party participation at BCYC: 2024 private placement led by entities affiliated with Baker Bros. (board member Felix Baker) and Deep Track; not linked to Bourque personally .
Expertise & Qualifications
- Life sciences lending/investment, banking, and industry association leadership experience .
- Financial literacy affirmed via Audit Committee membership (Board determined all Audit Committee members are financially literate; “financial expert” designation applies to Kender and Sands) .
- Education: B.S. in veterinary science; MBA in finance & accounting .
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (ADS/ordinary shares; includes items per Rule 13d‑3 where applicable) | 121,937; <1% | As of April 14, 2025; star indicates less than 1% |
| Shares directly beneficially owned | 10,750 | As of Dec 31, 2024 (audited statement) |
| Options outstanding | 100,500 | As of Dec 31, 2024 |
| RSUs outstanding | 6,000 | As of Dec 31, 2024 |
| Vested but unexercised equity awards | 106,500 | As of Dec 31, 2024 (audited statement) |
Stock ownership guidelines and compliance:
- Guideline: Non‑Executive Directors expected to own shares valued at least 3x their annual cash retainer; options and unearned performance RSUs excluded; 5‑year compliance window starting in 2025 .
- 2025 retainer baseline: $50k → guideline = $150k in shares .
- Compliance: As of April 14, 2025, all officers and directors were in compliance ahead of the guideline deadline; overseen by the Compensation Committee .
Anti‑hedging/pledging:
- Company maintains anti‑hedging and anti‑pledging policies; NEOs prohibited from hedging/pledging; policies referenced alongside share ownership guidelines .
Governance Assessment
-
Positive signals
- Independence and committee leadership: Chair of Compensation and member of Audit; Board affirmatively determined committee independence; Audit members financially literate .
- Engagement: Perfect Compensation Committee attendance (7 of 7) and robust committee activity (Audit 8; Compensation 7; Nominating 8 meetings in 2024) .
- Shareholder alignment: New share ownership guidelines (3x retainer for NEDs) with early compliance across officers/directors; anti‑hedging/pledging and clawback policy in place (SEC/Nasdaq‑compliant) .
- Shareholder support: 2024 AGM votes—Directors’ Remuneration Report 96.82% for; Directors’ Remuneration Policy 92.97% for, indicating broad support for pay practices .
-
Watch items / potential red flags
- Director tax gross‑ups: Policy allows reimbursement of tax advice fees and, if relevant, tax gross‑ups due to role as NED; while common in U.K. cross‑border contexts, tax gross‑ups are generally shareholder‑unfriendly in U.S. practice .
- Non‑performance equity: NED equity awards (options/RSUs) are not subject to performance conditions; alignment relies on share price appreciation and ownership guidelines rather than explicit KPIs .
- Ownership concentration context: Significant ownership and private placement participation by Baker Bros. affiliates with board representation (Felix Baker); not a Bourque‑specific conflict but a governance concentration to monitor .
-
Related‑party/transactions
- No related‑party transactions involving Bourque disclosed; company maintains a related person transaction policy overseen by the Audit Committee .
-
Compensation governance practices
- Use of independent compensation consultant and external benchmarking (Aon; Radford survey) for executive program governance; Compensation Committee majority/consent decision process and independence described .
Overall, Bourque’s profile supports investor confidence through demonstrated independence, committee leadership and strong engagement. The main governance watchpoint is the allowance for director tax gross‑ups, which merits ongoing monitoring alongside the broader ownership concentration from Baker‑affiliated funds .