Blog: BICYCLE THERAPEUTICS PLC : Change in Directors or Principal Officers, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On January 5, 2022, Bicycle Therapeutics plc (the “Company”) announced the
appointment of Alistair Milnes, age 48, as the Company’s Chief Operating
Officer, effective as of January 3, 2022 (the “Effective Date”). Mr. Milnes
assumes the role of Chief Operating Officer following the transition of Michael
Skynner, Ph.D. to the newly-created role of Chief Technology Officer of the
Company as of the Effective Date.

Mr. Milnes joined the Company in January 2021 as Vice President, Human Resources
and Communications. Prior to joining the Company, Mr. Milnes provided
independent human resources consulting services, including to the Company, from
October 2020 to December 2020. He also previously served as Strategic Advisor,
Transformation, People and Communications at Rio Tinto from January 2020 to
December 2020, and in roles of increasing responsibility at Gazprom Marketing &
Trading Ltd. from 2010 to October 2019, including serving as Director of Global
Human Resources from December 2013 to November 2017, following which he became
Director of Global Human Resources and Communications. Mr. Milnes received his
B.A. from Edinburgh Napier University.

Mr. Milnes’ service as Chief Operating Officer of the Company is governed by a
service agreement, effective as of the Effective Date, between BicycleTx Ltd.
(“BicycleTx”) and Mr. Milnes (the “Service Agreement”). Pursuant to the terms of
the Service Agreement, Mr. Milnes will receive an annual base salary of £365,000
and is eligible to earn an annual cash incentive award based on performance with
a target value equal to 50% of his annual base salary. Mr. Milnes remains
eligible to participate in BicycleTx’s employee benefit plans generally
available to BicycleTx executive employees, subject to the terms of those plans.

In connection with his appointment and pursuant to the Service Agreement, the
Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) approved a grant to Mr. Milnes on the Effective Date
of an option (the “Option”) to purchase 70,000 of the Company’s ordinary shares,
nominal value £0.01 per share (the “Ordinary Shares”), pursuant to the Company’s
2020 Equity Incentive Plan. Twenty-five percent of the Ordinary Shares
underlying the Option will vest on the first anniversary of the Effective Date,
and the remainder of the Ordinary Shares underlying the Option will vest in 36
equal installments monthly thereafter, subject to Mr. Milnes’ continued
employment through each such vesting date. Mr. Milnes also received an annual
equity incentive award grant commensurate with those received by the Company’s
other executive officers on the Effective Date, pursuant to the Company’s
standard equity compensation arrangements approved by the Compensation

Mr. Milnes’ employment has no specified term but can be terminated by either
party in writing giving the other no less than six months’ notice. Mr. Milnes’
employment may be terminated, immediately and without notice, pursuant to the
conditions specified in the Service Agreement, in which event Mr. Milnes would
then be entitled to certain accrued obligations and may, depending on the
circumstances, be entitled to receive payment in lieu of salary and benefits for
all or any part of the notice period to which he would otherwise have been
entitled. If Mr. Milnes’ employment is terminated as a result of his death, by
BicycleTx without Cause (as defined in the Service Agreement) or by Mr. Milnes
for Good Reason (as defined in the Service Agreement), BicycleTx will owe Mr.
Milnes severance pay, the amount of which will depend on whether such
termination occurs within the 12-month period following a Change of Control (as
defined in the Service Agreement) of the Company. If such termination occurs
within such 12-month period, Mr. Milnes would be entitled to receive a payment
equal to 12 months of his then-annual salary, his target annual performance
bonus for the year of termination, and benefits continuation (or cash in lieu
thereof) for 12 months following his termination. Any equity awards held by Mr.
Milnes subject to time-based vesting would also become fully vested. If such
termination occurs other than within the 12-month period following a Change of
Control (as defined in the Service Agreement) of the Company, Mr. Milnes would
be entitled to receive a payment equal to nine months of his then annual salary,
and benefits continuation (or cash in lieu thereof) for nine months following
termination. The Service Agreement also binds Mr. Milnes to customary
confidentiality, intellectual property and post-termination covenants.

In connection with his appointment as Chief Operating Officer, Mr. Milnes will
also execute the Company’s standard form of deed of indemnity, the form of which
was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on November 12, 2019.

Mr. Milnes was not selected as an officer of the Company pursuant to any
understanding or arrangement between him and any other person, he has no family
relationships with any of the Company’s directors or executive officers, and he
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Service Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Service Agreement, which will be filed as an exhibit to a subsequent filing with
the SEC.

Item 7.01 Regulation FD Disclosure.

On January 5, 2022, the Company posted an updated corporate presentation on the
Company’s website. To access the presentation, investors should visit the
“Investor Events and Presentations” section of the Company’s website at

The information furnished under this Item 7.01 shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
subject to the liabilities of that section. The information shall not be deemed
incorporated by reference into any other filing with the SEC made by the
Company, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

On January 5, 2022, the Company issued a press release announcing continued
clinical progress in its ongoing Phase I/II clinical trials of BT8009, BT5528,
and BT7480, as well as the management transitions described in Item 5.02 of this
Current Report on Form 8-K. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated into this Item 8.01 by

Item 9.01 Financial Statements and Exhibits

(a)    Exhibits

  99.1     Press Release issued January 5, 2022
104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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