Zafar Qadir
About Zafar Qadir
Chief Legal Officer and General Counsel at Bicycle Therapeutics. Promoted in Q3 2024 after joining the company in April 2020, he leads legal, compliance, and intellectual property, and played a pivotal role in key partnerships and transactions; he brings more than a decade of corporate, legal, IP, regulatory, and compliance experience . He was not a named executive officer in the 2025 proxy’s NEO list for FY2024, so individual compensation detail was not provided there . Company performance priorities that underpinned 2024 pay decisions for executives centered on advancing pivotal oncology programs and strengthening capital via a $555 million private placement that extended runway into 2H 2027 . Pay-versus-performance disclosures emphasize cumulative TSR tracking against the Nasdaq Biotechnology Index, tying incentive design to shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bicycle Therapeutics | Head of Legal/Compliance/IP; promoted to Chief Legal Officer & General Counsel | 2020–present | Led legal, compliance, IP; pivotal in partnerships/transactions; elevated to CLO & GC in 2024 |
External Roles
- Not disclosed in the company’s proxy and recent filings searched .
Fixed Compensation
- Structure and benchmarking: Executive pay references U.S. pharma market practices while mindful of U.K. codes; significant portion of executive compensation is variable and at-risk, with base salary reviewed annually considering role scope, market, and performance .
- Base salary policy: Designed to recruit/retain top talent; increases generally align with broader workforce unless below-market or due to role/scope changes .
Performance Compensation
Company program design for executives (illustrative of the framework likely relevant to the CLO role; individual targets/outcomes for Mr. Qadir were not disclosed for 2024) :
| Element | Metric/Design | Notes |
|---|---|---|
| Annual cash bonus | Senior Executive Cash Incentive Bonus Plan: payout = Target Opportunity x Company Performance % x Personal Performance % | Corporate and personal goals determine payouts; target % set vs peers and role scope . |
| Corporate goal framework (2024) | Clinical/R&D/Collaborations and Corporate/Business Development | CEO 2024 weighting and achievement shown below as the program template used across executives . |
| Equity incentives | Options and RSUs, primarily time-based vesting; no performance conditions on 2024 CEO/Chair grants | RSUs: 25% at 1-year, then 12 equal quarterly installments; Options: 25% at 1-year, then 36 equal monthly installments; continued service required . |
| Governance | Clawback policy compliant with SEC/Nasdaq; anti-hedging/anti-pledging; timing safeguards for grants | Clawback applies to incentive compensation tied to financial reporting measures; hedging/pledging prohibited . |
2024 corporate goal structure and results (company framework that underpinned executive bonuses):
| Category | Weighting | Assessment of Achievement | Weighted Performance |
|---|---|---|---|
| Clinical, Research & Development and Collaborations | 77.5% | 112% | 87% |
| Corporate and Business Development | 22.5% | 124% | 28% |
| Total | 100% | 115% | 115% |
Key 2024 achievements supporting corporate goal attainment included the $555 million private placement (net proceeds $544.1 million) extending runway into 2H 2027 and leadership team streamlining including Qadir’s promotion to CLO & GC .
Equity Ownership & Alignment
- Ownership guidelines: CEO must hold ≥3x base salary; other officers (including CEO direct reports) ≥1x base salary; directors ≥3x annual cash retainer; 5-year compliance window. As of April 14, 2025, all officers and directors were in compliance ahead of the deadline .
- Anti-hedging/anti-pledging: Executives and directors (and related persons) are prohibited from hedging, short selling, pledging, and margin purchases of company securities—mitigating misalignment and forced-selling risk .
- Vesting mechanics and potential selling cadence: Standard RSU and option awards vest over multi-year schedules (RSUs quarterly after first anniversary; options monthly after first anniversary), creating periodic liquidity events; 2024 CEO/Chair awards had no performance conditions, indicating emphasis on time-based retention and long-term alignment .
- Equity plan capacity and overhang context: As of Dec 31, 2024, 9,464,988 securities subject to plans outstanding, weighted-average option exercise price $22.41; 3,292,445 shares remained available for future issuance across plans, with evergreen increases January 1, 2025 not reflected in the table .
Employment Terms
- Contract structure: Executive officers are at-will; severance protection provided due to competitive market dynamics .
- Change-in-control and severance framework (NEOs): Double-trigger cash severance and full acceleration of time-based equity if terminated without cause or for good reason within 12 months post-CIC; no excise tax gross-ups .
- Representative severance multiples (NEOs): CEO: 2x salary, 1.5x target bonus, 24 months benefits on double-trigger CIC; others have scaled benefits (e.g., CFO/CDO: 18 months salary + target bonus; COO/CPSCO: 1.5x salary + 1x target bonus) .
Note: Mr. Qadir’s individual agreement terms were not itemized in the proxy; however, the company states severance protections apply to executive officers to focus management on strategic transactions without undue personal risk .
Performance & Track Record
- Organizational impact: Promotion to Chief Legal Officer & General Counsel in Q3 2024, reflecting expanded leadership responsibilities as the company advanced registrational and combination trials and executed significant financing .
- Company outcomes relevant to executive pay frameworks: 2024 corporate performance assessed at 115% against goals; capital raise of $555 million; strategy to leverage NECTIN4 gene amplification; formation of clinical advisory board .
- Pay-versus-performance framework: Disclosures track Compensation Actually Paid vs cumulative TSR and net loss over 2021–2024, aligning incentives with shareholder value creation metrics .
Compensation Governance, Peer Practices, and Say-on-Pay
- Peer benchmarking and emphasis on variable pay: Committee uses a peer group and Radford life sciences survey data; 2024 at-risk compensation was 84% for CEO and 74% for other NEOs; multiple risk-mitigating practices in place (no below-FMV options, no excise tax gross-ups, clawback policy, ownership guidelines) .
- Say-on-Pay: 96.8% approval at the 2024 AGM, signaling strong shareholder support for executive compensation design .
Risk Indicators & Red Flags
- Clawback policy: Implemented October 2023 to comply with SEC/Nasdaq rules; applies to incentive pay tied to financial reporting measures .
- Hedging/pledging prohibited: Policy reduces misalignment and margin-call risk .
- No excise tax gross-ups; double-trigger CIC: Shareholder-friendly severance architecture .
- Related party/controversies: No disclosures identified pertaining to Mr. Qadir in the proxy or the referenced 8-Ks .
Investment Implications
- Alignment: Ownership guidelines and anti-hedging/pledging policies support long-term alignment; all officers/directors are on track with ownership requirements ahead of deadline .
- Retention risk: Standard time-based equity vesting and double-trigger CIC protections reduce unwanted turnover risk during strategic inflection points (e.g., registrational programs, financing), though Mr. Qadir’s individual severance terms were not disclosed .
- Selling pressure: Quarterly RSU and monthly option vesting schedules create recurring potential liquidity, but anti-pledging and plan governance mitigate forced selling; absence of disclosed personal holdings for Mr. Qadir limits near-term insider supply assessment .
- Execution signal: Internal promotion to CLO & GC amid pipeline and financing milestones indicates confidence in his leadership on partnering, IP, and legal execution, key value levers for a platform biotech .
Citations:
- DEF 14A (Apr 23, 2025):
- 8-K (Oct 31, 2024):