Stephen Sands

About Stephen Sands

Stephen Sands (age 68) is a Non‑Executive Director of Bicycle Therapeutics plc (BCYC), appointed February 20, 2024 and nominated for re‑election as a Class III director to serve until the 2028 AGM. He is a Senior Advisor at Lazard (since December 2023), previously Chairman of Lazard’s Global Healthcare Group, and earlier a partner at McKinsey’s healthcare practice; he co‑founded Enzytech (acquired by Alkermes) and Opta Food Ingredients (acquired by Stake Technology, now SunOpta). He holds a BA in Biology (Oberlin), BS/MS in Chemical Engineering (Washington University in St. Louis), and an MBA in Finance (NYU) .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class III director; appointed Feb 20, 2024; nominated for re‑election at the 2025 AGM; term to 2028 AGM if re‑elected .
• Independence: Board determined all committee members meet Nasdaq independence; Sands designated an “audit committee financial expert” .
• Committee assignments (2024 and forward):
  • Audit Committee member since Feb 20, 2024; to serve as Audit Committee Chair effective immediately following the AGM, subject to re‑election; Alessandro Riva to join Audit Committee post‑AGM .
  • Compensation Committee: subject to re‑election, Sands will join effective immediately following the AGM .
• Board/committee meeting cadence and attendance:
  • Board held 8 meetings in FY2024; each incumbent director attended ≥80% of Board and applicable committee meetings; independent directors held two executive sessions in FY2024 .

Fixed Compensation

• Director fee schedule (Non‑Employee Director Compensation Policy):
  • 2025 annual cash fees: Board member $50,000; Audit Chair $25,000; Audit member $15,000; Compensation Chair $20,000; Compensation member $10,000; Nominating Chair $15,000; Nominating member $10,000; Strategic Chair $50,000; Strategic member $35,000; Scientific Chair $15,000; Scientific member $10,000 .
  • Fees paid monthly in arrears; reasonable expenses reimbursed; fees may be in USD or GBP .
  • Non‑Executive Director appointment letters: terminable on 1–3 months’ notice (or payment in lieu); pro‑rata fee upon termination; Sands’ appointment letter dated Feb 17, 2024; appointment Feb 20, 2024 .

Performance Compensation

Non‑employee director equity awards are time‑based (not performance‑based) and vest fully on a change in control; the Compensation Committee may defer RSU settlement and unilaterally reprice underwater options for NEDs per policy .

Aggregate FY2024 equity compensation recognized (ASC 718):

• Option awards fair value: $361,131
• Stock awards (RSUs) fair value: $270,000
• Total director compensation (cash + equity): $711,924

Other Directorships & Interlocks

No related‑party transactions disclosed involving Sands; the Audit Committee approves all related‑party transactions per policy .

Expertise & Qualifications

• Audit committee financial expert designation; deep capital markets, M&A advisory, and healthcare strategy expertise from Lazard/McKinsey .
• Life sciences operating and entrepreneurial experience (co‑founder of Enzytech; Opta Food Ingredients) .
• Education: BA Biology (Oberlin); BS/MS Chemical Engineering (WashU); MBA Finance (NYU) .

Equity Ownership

• Stock ownership guidelines: NEDs must own shares valued ≥3x annual cash retainer; 5‑year compliance window; as of April 14, 2025, all officers and directors were in compliance ahead of deadline .
• Anti‑hedging/anti‑pledging: Directors/officers are prohibited from hedging, short‑selling, pledging, purchasing on margin, or holding in margin accounts; applies to all Company securities, including derivatives .

Governance Assessment

• Independence and effectiveness: Sands is independent, meets Nasdaq requirements, and is designated an audit committee financial expert; slated to chair the Audit Committee, strengthening financial oversight and related‑party control .
• Attendance and engagement: Board met 8 times in 2024; all incumbents attended ≥80% of Board/committee meetings; independent directors held two executive sessions, indicating active oversight culture .
• Pay structure/alignment: Mix of cash fees and time‑vested equity (options/RSUs) with change‑of‑control acceleration; RSU settlement deferral enhances long‑term alignment; equity is not performance‑based for directors (standard governance in UK/US cross‑listed context) .
• Ownership alignment: Personal beneficial ownership reported (16,044 shares) and Company‑wide compliance with new ownership guidelines suggest improving alignment; anti‑hedging/pledging policy removes a key red flag .
• Potential conflicts: No related‑party transactions disclosed involving Sands; Audit Committee oversight of related‑party transactions and his planned Chair role mitigate conflict risk despite external advisory role at Lazard .
• Shareholder signals: Say‑on‑pay support was high (~96.8%); Directors’ Remuneration Report received 96.82% votes for in 2024—positive governance sentiment .
• Notable considerations: The Remuneration Report allows tax advice reimbursement and, if relevant, tax gross‑ups for NEDs—minor shareholder‑unfriendly element to monitor alongside broad “no excise tax gross‑ups” stance .

Appendices

Director Compensation (Detail, FY2024)

Non‑Employee Director Compensation Policy – Equity & Cash Structure

Say‑on‑Pay & Remuneration Votes (AGM 2024)

Additional Governance Policies and Protections

• Clawback policy (Rule 10D‑1/Nasdaq 5608 compliant) for incentive compensation—primarily applicable to executive officers; equity plan subjects awards to clawback and prohibits dividends on unvested equity .
• Insider trading policy prohibits hedging, pledging, short sales, and margin purchases for directors/officers and related persons .
• Deeds of indemnification and D&O insurance provided to directors/officers .
• Related‑party transaction review/approval governed by written policy; transactions assessed by the Audit Committee .