Jose-Carlos Gutierrez-Ramos
About Jose-Carlos Gutierrez-Ramos
Independent director since March 2021; Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Currently Chief Science Officer at Danaher Corporation (since Jan 2021); prior roles include Global Head of Drug Discovery at AbbVie (Feb 2020–Jan 2021), CEO/President at Repertoire Immune Medicine (2018–2020), and CEO/President at Synlogic (2015–May 2018). Earlier senior R&D positions at Pfizer, GlaxoSmithKline, and Millennium; B.S. from Universidad Complutense de Madrid and Ph.D. in Immunochemistry from Universidad Autónoma de Madrid; previously served on Bicycle’s Scientific Advisory Board (2017–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Chief Science Officer | Jan 2021–present | Executive leadership in life sciences tools |
| AbbVie, Inc. | Global Head of Global Drug Discovery | Feb 2020–Jan 2021 | Led discovery programs |
| Repertoire Immune Medicine Inc. | CEO & President | Jun 2018–Feb 2020 | Biotech executive leadership |
| Synlogic, Inc. | CEO & President | 2015–May 2018 | Built synthetic biology platform |
| Pfizer; GSK; Millennium | Various senior roles | Earlier career | Pharma R&D leadership |
| Bicycle Therapeutics | Scientific Advisory Board member | 2017–2019 | Company-specific scientific input |
External Roles
| Company | Public/Private | Position | Overlap/Interlocks |
|---|---|---|---|
| Danaher Corporation | Public | Chief Science Officer | No BCYC-related transactions disclosed |
Board Governance
- Independence: Board determined all directors other than Kevin Lee and Pierre Legault are independent; committees comprise independent directors. Gutierrez-Ramos is independent under Nasdaq standards .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation (effective Apr 18, 2024) .
- Committee attendance: Compensation Committee 4 of 4 meetings during his tenure in 2024 .
- Board class/term: Class II; current term expires at the 2027 annual general meeting (AGM) .
- Executive sessions: Independent directors met in two executive sessions in 2024 .
- Related party approvals: Audit Committee oversees and approves all related party transactions .
Fixed Compensation
| Year | Fees Earned in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 79,455 | 1,917 | Tax prep reimbursement; paid monthly in arrears |
Director fee schedule (policy-level; actual fees pro-rated by appointment and role):
| Committee/Board | 2024 Member ($) | 2024 Chair ($) | 2025 Member ($) | 2025 Chair ($) |
|---|---|---|---|---|
| Board of Directors | 50,000 | £5,460 | 50,000 | 12,000 |
| Audit Committee | 10,500 | 21,000 | 15,000 | 25,000 |
| Compensation Committee | 7,875 | 15,750 | 10,000 | 20,000 |
| Nominating & Corporate Governance | 5,250 | 10,500 | 10,000 | 15,000 |
| Strategic Committee | 33,000 | 33,000 | 35,000 | 50,000 |
| Scientific Committee | 7,500 | 15,000 | 10,000 | 15,000 |
Additional policy notes:
- Non-executive directors may receive $4,000 per Scientific Advisory Board meeting; eligible tax advice reimbursements and potential tax gross-ups for international filings .
- Non-executives are not eligible for performance-based incentive plans .
Performance Compensation
| Grant Date | Form of Award | Shares | Exercise Price ($) | Vesting | Grant Value ($) |
|---|---|---|---|---|---|
| Jan 2, 2024 | Options | 12,000 | 18.08 | Four equal quarterly installments | ASC 718 fair value $152,323 |
| Jan 2, 2024 | RSUs | 6,000 | — | Four equal quarterly installments; settlement deferred (separation/disability/death/CIC) | $108,480 |
| Jan 2, 2025 | Options | 12,500 | 14.00 | Four equal quarterly installments | Policy table; ASC 718 value not separately disclosed for directors in 2025 grants |
| Jan 2, 2025 | RSUs | 6,250 | — | Four equal quarterly installments | $88,000 |
Performance metrics tied to director compensation:
- None. Non-executive director awards are time-based; equity vests fully upon change of control; committee may reprice underwater options (risk indicator) .
Change-in-control and clawback:
- Non-executive equity awards vest in full on change of control .
- Clawback policy applies to executive officers; not indicated for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Danaher Corporation | Chief Science Officer | N/A | Employment at large life-sciences supplier; no related-party transactions with BCYC disclosed |
No other public company directorships disclosed for Gutierrez-Ramos; no BCYC-reported related-party transactions involving him .
Expertise & Qualifications
- Scientific leadership in pharma/biotech across AbbVie, Pfizer, GSK, Millennium; CEO experience at Synlogic and Repertoire .
- Academic credentials: B.S. Universidad Complutense de Madrid; Ph.D. in Immunochemistry, Universidad Autónoma de Madrid .
- Familiarity with Bicycle through prior Scientific Advisory Board service (2017–2019) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Total | Options Outstanding (#) | RSUs Outstanding (#) |
|---|---|---|---|---|
| Jose‑Carlos Gutierrez‑Ramos | 86,937 | <1% | 65,500 | 6,000 |
Ownership alignment policies:
- Share ownership guidelines: non-employee directors must own shares valued at ≥3x annual cash retainer; 5-year compliance window. As of Apr 14, 2025, all officers and directors were in compliance ahead of the deadline .
- Anti-hedging and anti-pledging: directors prohibited from hedging/pledging/margin transactions in company securities .
Governance Assessment
- Strengths: Independent status; chair role in Nominating & Corporate Governance; full committee attendance; equity-based grants plus ownership guidelines support alignment; strong governance policies (anti-hedging/pledging; independent committees) .
- Pay structure: Balanced mix of cash retainers and time-based equity; no performance-based director pay, consistent with market practice; 2025 fee schedule benchmarked to U.S. peers .
- Risks/RED FLAGS:
- Committee empowered to reprice underwater options for non-executive directors—shareholder-unfriendly if used; monitor future usage .
- RSU settlement deferral until separation/disability/death/change-in-control may delay transparency of realized alignment; common but worth noting .
- External executive role at Danaher could present potential conflicts if supplier/customer relationships emerge; none disclosed currently .
- Shareholder signals: High say-on-pay support (NEO compensation) and strong votes on remuneration reports/policy suggest investor confidence in compensation governance framework (96.82% for 2024 report; 92.97% for 2023 policy) .