Michael Skynner
About Michael Skynner
Michael Skynner, Ph.D., is Chief Technology Officer (CTO) at Bicycle Therapeutics (appointed January 2022) after serving as Chief Operating Officer (2018–2022) and VP of Operations (2016–2018). He holds a Ph.D. in biochemistry from Imperial College and previously led rare disease alliances at Pfizer (2013–2016), held R&D roles at GSK (2008–2013), and co‑founded Cambridge Biotechnology (sold to Biovitrum in 2005) . As of the 2025 proxy, he is 56 years old . Company performance context during/around his tenure: pay‑versus‑performance TSR index fell from 164.90 (2022) to 100.72 (2023) and 77.99 (2024), while the company reported net losses of $112.7m (2022), $180.7m (2023), and $169.0m (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bicycle Therapeutics | CTO | Jan 2022–present | Leads discovery research team per 2024/2025 strategic realignment . |
| Bicycle Therapeutics | COO | Jan 2018–Jan 2022 | Built operations through preclinical/clinical scaling . |
| Bicycle Therapeutics | VP Operations | Jan 2016–Jan 2018 | Stood up operating infrastructure . |
| Pfizer Inc. | Head of Rare Disease Alliances (Europe) | Sep 2013–Jan 2016 | Founded and ran Pfizer Rare Disease Consortium . |
| GlaxoSmithKline (GSK) | R&D (inflammatory kinases) | May 2008–Sep 2013 | Advanced kinase‑targeted therapeutics . |
| Cambridge Biotechnology Ltd | Co‑founder | 2001–2005 | Built and exited to Biovitrum (trade sale) . |
External Roles
- No current public company board roles or external directorships disclosed in proxy biographies; none listed for Skynner in 2024/2025 proxies .
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Set Base Salary (local currency) | $441,200 (USD) | £368,290 | £405,100 | £425,355 |
| USD Reference Conversion (per proxy) | — | $503,044 (at 12/31/20 rate) | $546,776 (at 12/31/21 rate) | $514,807 (at 12/31/22 rate) |
| SCT Salary Paid (USD) | — | $506,642 | $500,799 | — |
| Target Bonus % | 45% (set for 2020) | 45% (2021) | 50% (increased Mar 2022) | 50% |
| Actual Bonus Paid (USD) | $280,112 | $341,990 | $326,833 | — |
Notes:
- UK‑based executives’ salaries set/paid in GBP beginning 2021 to normalize FX impacts .
- “SCT Salary Paid (USD)” reflects reporting convention; differs from “set” salary due to FX mechanics .
Performance Compensation
Equity awards granted (structure and vesting)
| Grant date | Instrument | Shares | Exercise price | Expiration | Vesting terms |
|---|---|---|---|---|---|
| 1/3/2022 | Options | 30,000 | $60.87 | 1/3/2032 | 25% at 1‑yr; remainder in 36 equal monthly installments . |
| 1/3/2022 | RSUs | 15,000 | — | — | 25% at 1‑yr; remainder in 12 equal quarterly installments . |
| 1/4/2021 | Options | 70,500 | $17.95 | 1/4/2031 | 25% at 1‑yr; remainder in 36 equal monthly installments . |
- Annual cash bonus design: balanced corporate milestones and individual performance; personal performance factor ranges 0–115% in the framework used for NEOs (illustrated for 2024 program) . Specific metric weightings/targets for Skynner were not disclosed.
Outstanding equity at 12/31/2022 (awards held)
| Grant date | Options exercisable | Options unexercisable | Exercise price | Expiration | Unvested RSUs | RSU market value at 12/31/22 |
|---|---|---|---|---|---|---|
| 12/17/2018 | 49,143 | — | $0.01 | 12/13/2028 | — | — |
| 12/17/2018 | 12,252 | — | $0.01 | 12/13/2028 | — | — |
| 4/25/2019 | 10,246 | 218 | $8.03 | 4/24/2029 | — | — |
| 6/28/2019 | 183,895 | — | $14.00 | 6/27/2029 | — | — |
| 1/2/2020 | 45,000 | 15,000 | $9.82 | 1/2/2030 | — | — |
| 1/4/2021 | 33,781 | 36,719 | $17.95 | 1/4/2031 | — | — |
| 1/3/2022 | — | 30,000 | $60.87 | 1/3/2032 | — | — |
| 1/3/2022 | — | — | — | — | 15,000 | $444,000 (at $29.60) |
Vesting schedule notes: standard 25% one‑year cliff then monthly for options; RSUs vest quarterly after a 25% one‑year cliff; itemized in footnotes to the 2022 outstanding awards table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 403,784 shares (1.3% of outstanding as of April 20, 2023; base 30,043,486 shares) . |
| Vested vs unvested awards | See 12/31/2022 outstanding awards table above for exercisable vs unexercisable options and unvested RSUs . |
| Hedging/pledging | Company policy prohibits hedging, short‑selling, pledging, or margin transactions by insiders (applies to officers) . |
| Ownership guidelines | Company states minimum NEO share ownership requirements (2025 proxy); clawback policy compliant with SEC/Nasdaq . |
| Director shareholding policy | For Executive Directors, encouraged ownership; no formal requirement in the 2023‑covered director report . |
Additional equity context (dilution/overhang): As of 12/31/2023, 7,469,527 options and 326,848 RSUs outstanding; 1,893,452 shares available for issuance; 2020 Plan has a 5% annual evergreen (to 2032) .
Employment Terms
| Provision | Terms (Skynner Service Agreement) |
|---|---|
| Term/notice | No fixed term; either party may terminate with at least six months’ written notice . |
| Termination (non‑CIC) | If terminated without cause or for good reason outside CIC window: 9 months’ base salary and 9 months’ benefits continuation (or cash in lieu), subject to release and covenants . |
| Termination (CIC window) – legacy | If terminated within 12 months post‑CIC: 12 months’ base salary, target bonus for year of termination, and 12 months’ benefits; time‑based equity becomes fully vested . |
| CIC amendment (1/17/2023) | Upon termination event related to a CIC: 18 months’ base salary and 18 months’ benefits coverage (amendment superseding prior 12‑month construct) . |
| Equity acceleration | Time‑based equity vesting accelerates in CIC termination scenario per agreement/policy references . |
| Non‑compete/IP/confidentiality | Bound by customary confidentiality, IP, and post‑termination covenants; release required for severance . |
| Clawback | Clawback policy maintained, compliant with SEC/Nasdaq . |
| Hedging/pledging | Prohibited for insiders . |
| Retirement/pension | UK personal pension plan contributions for UK employees; 401(k) plan for US employees (Skynner receives UK benefits and cash in lieu as disclosed) . |
Perquisites (illustrative): 2022 “All Other Compensation” included private medical coverage ($1,268), employer pension contributions ($4,945), and cash in lieu of pension ($47,164) .
Performance Compensation – Annual Bonus Framework (context)
- Design emphasizes corporate goals (clinical, financing, strategic execution) and personal performance (0%–115% individual factor scale used for NEOs in 2024 program) .
- 2024 corporate achievements included $555m private placement extending runway into 2H 2027, clinical progress (e.g., zelenectide pevedotin ORR data; NECTIN4 strategy), and leadership realignment designating Skynner to lead discovery research; these achievements informed bonus outcomes for NEOs (Skynner not listed as NEO in 2024) .
Investment Implications
- Alignment and retention: Skynner holds a meaningful equity stake (403,784 shares; 1.3% as of April 2023), with substantial outstanding options and RSUs that vest through January 2026 (from 2022 grants). Strong anti‑hedging/pledging policy and NEO ownership guidelines further align incentives; CIC severance improved in 2023 (18 months salary/benefits) enhances retention but raises potential change‑of‑control costs .
- Near‑term selling pressure: RSUs from the 1/3/2022 grant vest quarterly following a one‑year cliff (12 quarterly installments), and options vest monthly after the one‑year cliff (36 months), implying ongoing share issuance through early 2026 that could add supply around vest dates absent 10b5‑1 planning .
- Pay‑for‑performance and risk: The company’s pay design uses milestone‑based goals and individual modifiers; however, TSR declined materially from 2022–2024 and net losses remain significant, which could dampen realized equity value and option moneyness (e.g., 2022 grant at $60.87) unless clinical/strategic catalysts re‑rate the stock .
- Governance strengths and flags: Clawback and ownership policies, independent consultant, and double‑trigger CIC severance are positives; the equity plan permits option repricing (though no repricing was done for 2023 awards), which investors often view as a governance red flag and should be monitored .
Key Exhibits
- Summary Compensation Table entries for Skynner (2021–2022), including salary, equity grants, and bonuses .
- Equity award grants and vesting schedules (2021–2022) and outstanding award detail at 12/31/2022 .
- Service Agreement severance/CIC terms with 2023 amendment .
- Beneficial ownership (1.3% as of 4/20/2023) .
- Policies: hedging/pledging prohibition, ownership guidelines, clawback .
- Corporate performance context and 2024 achievements underpinning incentive framework .