Alistair Milnes
About Alistair Milnes
Alistair Milnes (age 51) has served as an independent director of Femasys Inc. (FEMY) since June 2023. He is Chief Operating Officer at Bicycle Therapeutics (since January 2022), with prior leadership roles at Rio Tinto (Strategic Advisor, 2020) and Gazprom Marketing & Trading Ltd. (Global HR and Communications leadership, 2013–2019), and holds a B.A. from Edinburgh Napier University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bicycle Therapeutics | Chief Operating Officer | Jan 2022–present | Senior operating leadership at a clinical-stage biopharma |
| Bicycle Therapeutics | VP, Human Resources & Communications | Jan 2021–Dec 2021 | Led HR and communications functions |
| Rio Tinto | Strategic Advisor (transformation, people, communications) | Jan 2020–Dec 2020 | Advisory role on transformation and people initiatives |
| Gazprom Marketing & Trading Ltd. | Director, Global HR & Communications | Dec 2017–Oct 2019 | Global HR and communications leadership |
| Gazprom Marketing & Trading Ltd. | Director, Global Human Resources | 2013–Nov 2017 | Global HR leadership |
External Roles
| Organization | Role | Public Company | Potential Interlocks/Conflicts |
|---|---|---|---|
| Bicycle Therapeutics | Chief Operating Officer | Yes | None disclosed relating to FEMY |
Board Governance
- Independence: The Board determined Milnes is independent under Nasdaq rules .
- Board leadership: Independent chair (Charles Larsen); roles and separation described .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board held 5 meetings .
- Committees and roles:
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Member | 3 |
| Nominating & Corporate Governance | Chair | 2 |
- Audit Committee Report signatory: Milnes signed the Audit Committee report .
Fixed Compensation
- Non-employee director policy (cash retainers and committee fees):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Non-executive Chair (additional) | 35,000 |
| Audit Member | 10,000 (increased from $9,000 effective Jan 1, 2025) |
| Audit Chair | 20,000 |
| Compensation Member | 7,500 (increased from $5,000 effective Jan 1, 2025) |
| Compensation Chair | 15,000 |
| Nominating/Governance Member | 5,000 |
| Nominating/Governance Chair | 10,000 |
- 2024 Director compensation (actual):
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Milnes) | 63,807 |
| Equity Awards (grant date fair value) | 16,693 |
| Total | 80,500 |
Performance Compensation
- Director equity policy: Annual option to purchase 17,600 shares granted on the date of the annual meeting; generally vests after one year; vests in full immediately prior to a Change in Control .
- New director initial option: 35,200 shares, vesting in three equal annual installments; accelerates on Change in Control .
| Component | Terms |
|---|---|
| Annual Director Option Grant (policy) | 17,600 shares; 1-year vest; accelerates on Change in Control |
| New Director Initial Grant (policy) | 35,200 shares; 3-year pro rata vest; accelerates on Change in Control |
| 2024 Equity Award (Milnes) | Option award fair value $16,693 (FASB ASC 718) |
- Compensation clawbacks: Executive officer clawback policy adopted per Dodd-Frank/Nasdaq; awards under the 2021 Plan (including director awards) subject to clawback per guidelines and plan terms .
Other Directorships & Interlocks
| Person/Entity | Relationship to FEMY | Observations |
|---|---|---|
| None disclosed for Milnes | — | No other public company directorships disclosed for Milnes |
| PharmaCyte Biotech, Inc. | 19.99% beneficial owner | Board includes Joshua Silverman (director at FEMY, executive at PharmaCyte); potential board network interlock environment, but not specific to Milnes |
Expertise & Qualifications
- Life sciences and medical technology experience; senior HR/communications and operations leadership .
- Education: B.A., Edinburgh Napier University .
- Board qualifications noted by FEMY: business and leadership experience in life sciences .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Notes |
|---|---|---|---|
| Alistair Milnes | 5,667 | <1% | No pledged shares disclosed; no footnote indicating options within 60 days |
Governance Assessment
-
Strengths:
- Independent director, serving on Audit and Compensation and chairing Nominating & Governance, indicating broad oversight and engagement .
- Attendance: Board disclosed strong attendance (≥75% for each director); committees active (Audit 5, Compensation 3, Nominating 2 in 2024) .
- Audit Committee and Compensation Committee reports signed by independent directors, including Milnes .
- Director compensation policy uses modest cash retainers with equity options that vest on service, aligning with shareholder interests .
-
Potential red flags/monitor items:
- Hedging policy: Company states no standalone anti-hedging policy; many issuers adopt explicit anti-hedging prohibitions—absence is a governance caution for alignment (though insider trading policy applies) .
- Equity plan share pool increase and broad performance goal flexibility (comp committee may modify goals), while common, warrants monitoring of dilution and award practices; director awards are time-vested options (not performance-based) .
- Related-party transactions: No transactions disclosed involving Milnes; one employment-related item disclosed for CEO’s family member; overall, low related-party exposure for Milnes .
-
Signals:
- Director compensation shifts: Committee member fees increased effective Jan 1, 2025 (Audit to $10,000; Compensation to $7,500), potentially modestly increasing cash mix; equity awards remain option-based with 1-year vest .
- Beneficial ownership alignment: Milnes holds 5,667 shares (<1%), relatively small direct stake; continued equity awards may enhance alignment over time .
Overall, Alistair Milnes appears to be an engaged, independent director with multi-committee responsibilities and governance leadership as Nominating & Governance Chair; main governance watchpoint is the absence of a standalone anti-hedging policy at the company level, not specific to Milnes .