Bicycle Therapeutics PLC

This management proposal requests a non‑binding, advisory 'say‑on‑pay' approval of the disclosed compensation for Bicycle Therapeutics’ named executive officers. Management is asking shareholders to endorse the overall executive pay framework — including base salaries, annual performance bonuses tied to corporate and personal goals, and long‑term equity awards — as described in the proxy statement. The Board emphasizes that the program is designed to attract and retain senior talent, link pay to clinical and operational milestones appropriate for a pre‑commercial biotechnology company, and align management incentives with long‑term shareholder value. The advisory vote does not change contractual rights or require the Board to take action, but the Board and Compensation Committee state they will consider the vote outcome when setting future compensation. Key contextual factors include the company’s stage‑gate R&D progress in 2025 (clinical updates, imaging data, and supply contracts) and significant equity grants to executives in January 2025, which drove a large portion of disclosed compensation. While management presents the program as market‑aligned and performance‑oriented, sophisticated shareholders will weigh the balance between cash and equity, the calibration of performance metrics (which are partially commercially sensitive), and severance/change‑in‑control protections described in the service agreements. Given the vote is advisory, its principal practical effect is signaling; a large negative vote would likely trigger further engagement, potential program adjustments, and more detailed disclosure. The Board’s explicit recommendation 'FOR' and its commitment to consider shareholder feedback reduce execution risk, but investors should monitor subsequent Compensation Committee actions (e.g., changes to target setting, disclosure of specific metric outcomes, and any discretionary adjustments) to assess responsiveness to shareholder concerns.

This management proposal asks shareholders to empower the Audit Committee to fix the remuneration of the Company’s U.K. statutory auditors (PwC) for the 2026 year. Under the Companies Act, either the general meeting or a mechanism approved by shareholders must determine auditors’ remuneration; delegating this to the Audit Committee permits timely, expert negotiation by those charged with audit oversight. Management’s rationale emphasizes that the Audit Committee, which recommended PwC’s appointment, is best positioned to evaluate the scope of audit and non‑audit services, pre‑approve permissible services under the committee’s pre‑approval policy, and respond to changing audit needs during the year. The proxy statement discloses that audit fees for 2025 were $1,235,000 and that the Audit Committee has established pre‑approval procedures and delegated authority to the chair for certain non‑audit fees, suggesting a governance framework for monitoring independence and fees. From an investor perspective, delegation is standard practice that balances operational efficiency against shareholder oversight; the committee’s composition (financially literate members and an audit committee financial expert) and published charter mitigate concerns. However, investors should note the potential for non‑audit services and the Audit Committee’s power to pre‑approve them; transparent disclosure of services and amounts, as included in the filing, will be important for ongoing oversight. The Board recommends 'FOR' on the basis that this delegation is consistent with good governance and allows the committee to manage auditor engagement effectively.

This proposal seeks shareholder approval to receive and adopt the Company’s 2025 U.K. Annual Report, which includes audited financial statements, directors’ report and auditor’s report. Under the Companies Act, presenting and adopting the annual statutory accounts at the AGM is a required procedural step, and the Board frames this as an opportunity for shareholders to review and question the accounts. The Audit Committee has reviewed the audited financial statements and recommended their inclusion in the Form 10‑K; PwC’s audit work and the committee’s report are summarized in the proxy statement, enhancing the governance credentials of the filing. While the resolution is largely formal, it provides an occasion for shareholders to assess year‑over‑year financial performance metrics such as R&D spend, net loss, and cash runway — critical for an R&D‑stage biopharma like Bicycle Therapeutics. The proxy discloses R&D expenditure increases and employee pay trends, enabling investors to link spending to strategic priorities described elsewhere in the filing. Because this resolution is non‑binding on management beyond statutory reporting requirements, its principal effect is informational; however, poor reception (e.g., significant shareholder questions or objections) could prompt increased disclosure or governance action. The Board recommends a vote 'FOR' because the accounts were prepared in accordance with applicable standards and have been subject to independent audit and committee review.

This management proposal asks shareholders to cast a non‑binding advisory vote on the directors’ remuneration report for 2025, excluding the binding remuneration policy subject in Proposal 9. The remuneration report discloses the Compensation Committee’s decisions on CEO and director pay, including the CEO’s 2025 bonus outcome (97% of target, paid in cash), long‑term equity grants, pension and benefit arrangements, and detailed single‑figure disclosure for directors. Management frames the report as evidence that pay is linked to performance — citing clinical and R&D milestones, workforce metrics, and the Compensation Committee’s benchmarking — and notes that the statutory auditors have audited the required parts. From a governance assessment perspective, the advisory vote functions as shareholder feedback on remuneration outcomes and narrative disclosures; a significant vote against would typically trigger engagement and potential adjustments in policy or disclosure. The report also explains severance and change‑in‑control provisions in executive service agreements and the operation of clawback and share ownership guidelines, items of interest to institutional investors evaluating pay‑for‑performance alignment. The Board recommends voting 'FOR' and commits to consider the advisory vote’s outcome when setting future compensation, but investors should weigh the magnitude of equity awards granted in January 2025 and the transparency of performance metric calibrations when evaluating the report.

This is a binding management proposal asking shareholders to approve the Company’s directors’ remuneration policy, which governs the structure, quantum and tools the Compensation Committee may use for director and executive pay for up to three years. The policy emphasizes market‑competitive base pay, benefits, pension (up to 12% of salary), an annual bonus with a target opportunity (up to 80% of salary and maximum up to 160% of target), and long‑term equity awards under the EIP/SOP with typical four‑year vesting and discretionary performance conditions. Management argues the policy aligns executive incentives with long‑term value creation for shareholders through a significant proportion of 'at‑risk' pay and equity ownership guidelines (CEO expected to hold three times base salary in shares, directors three times annual cash retainer). The Compensation Committee retains discretion to set and adjust targets, apply clawbacks, and make market‑consistent awards; these discretions introduce judgment that investors will monitor for potential over‑generosity or misalignment but are typical for biotech companies requiring flexibility in reward design. The policy also sets out termination and 'good leaver' provisions, potential buy‑outs for external hires, and safeguards such as audit/audit‑committee oversight of pay outcomes. Because this vote is binding, approval provides the legal basis for future payments to directors consistent with the policy; rejection would compel the Company to revert to previous policy provisions or seek further shareholder approval, creating operational uncertainty. The Board recommends a vote 'FOR' on the basis that the policy supports retention, recruitment in competitive markets (notably the U.S. biotech market), and links pay to strategic milestones while preserving necessary committee oversight.