Mahkam Zanganeh
About Mahkam “Maky” Zanganeh, D.D.S.
Independent director at Pulse Biosciences, Inc. (PLSE), age 54, serving on the Board since 2017 with expertise in life sciences operating leadership and business development . She holds a DDS from Louis Pasteur University (Strasbourg, France) and an MBA from Schiller International University (France) . Background includes COO and senior BD roles at Pharmacyclics and executive roles at Computer Motion and Robert W. Duggan & Associates; she currently serves as Co‑CEO and director of Summit Therapeutics Inc. and Founder/CEO of Maky Zanganeh & Associates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharmacyclics, Inc. | Chief Operating Officer; Chief of Staff/Chief Business Officer; VP, Business Development | COO: Aug 2012–Sep 2015; CBO: Dec 2011–Jul 2012; VP BD: Aug 2008–Nov 2011 | Helped scale operations and BD during growth phase |
| Computer Motion, Inc. | Worldwide VP Training & Education; President Director General EMEA | VP T&E: 2002–2003; EMEA PDG: 1998–2002 | Led training and international expansion |
| Robert W. Duggan & Associates | VP, Business Development | Sep 2003–Aug 2008 | Strategic BD for portfolio companies |
| French Govt Bio‑cluster Initiative | President Director General | 2007–2008 | Built alliances and regional life science development |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Summit Therapeutics Inc. | Co‑Chief Executive Officer; Director | Current | Public company; controlled by Robert W. Duggan (majority stockholder and co‑CEO) |
| Maky Zanganeh & Associates | Founder/Chief Executive Officer | Current | Private consulting and executive management services |
Board Governance
- Independence: Board determined Dr. Zanganeh is “independent” under Nasdaq rules; Board concluded no relationships interfering with independent judgment .
- Committee assignments: Member, Strategic Advisory Committee; not on Audit, Compensation, or Nominating & Corporate Governance Committees .
- Committee chair roles: None; chairs are held by Manmeet S. Soni (Audit, Compensation, Nominating) .
- Attendance: Board held 5 meetings in FY2024; each director attended at least 75% of Board and assigned committee meetings; all then‑current directors attended the 2024 annual meeting .
- Lead Independent Director: Manmeet S. Soni, appointed March 2023 .
- Strategic Advisory Committee activity: 9 meetings in 2024; members include Soni and Zanganeh; CEO serves ex officio .
Fixed Compensation (Director)
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Board annual cash retainer | $55,000 (non‑employee director) | Policy amended Aug 2024 | Payable quarterly; partial periods prorated |
| Strategic Advisory Committee member retainer | $75,000 (non‑chair) | Policy amended Aug 2024 | Payable quarterly; partial periods prorated |
| Other committee retainers | Audit $13,000; Compensation $7,500; Nominating $5,500 (non‑chair) | Policy amended Aug 2024 | Not applicable to Zanganeh (not a member) |
| Chair premiums | Audit $26,000; Compensation $15,300; Nominating $11,000 | Policy amended Aug 2024 | Not applicable to Zanganeh |
| Co‑Chairman of the Board premium | $44,000 | Policy amended Aug 2024 | Not applicable to Zanganeh |
| Lead Independent Director premium | $80,000 | Policy amended Aug 2024 | Not applicable to Zanganeh |
| FY2024 director cash paid to Zanganeh | $24,740 | FY2024 | Reflects prorated cash and elections |
Performance Compensation (Director)
| Award Type | Grant/Quantity | Grant Date | Fair Value (FY2024) | Vesting | Change‑in‑Control Terms |
|---|---|---|---|---|---|
| Strategic Advisory Committee initial option | 200,000 shares (subject to stockholder approval) | Jun 6, 2024 (reported on Jun 24) | Included in FY2024 total option value $2,752,318 | 25% vests at next annual meeting; remainder monthly over 3 years while serving on Advisory Committee | Full acceleration; performance goals deemed achieved at 100% target |
| Annual director option | 20,000 shares automatically on annual meeting, if applicable | Annual meeting date | Included in FY totals if granted | Monthly over 1 year while serving as director | Full acceleration; performance goals at 100% |
| New non‑employee director initial option (reference) | 50,000 shares | Upon appointment | N/A to Zanganeh in 2024 | 1/3 at 1‑year; remainder monthly over following 2 years | Full acceleration; performance goals at 100% |
| FY2024 total option awards (Zanganeh) | Aggregate grant date fair value $2,752,318 | FY2024 | $2,752,318 | As per plan schedules | As above |
- Retainer Option election feature permits converting cash retainers into options with a 3x multiplier divided by FMV at grant; rounded to nearest share .
- Large FY2024 option value reflects Advisory Committee grant structure and policy changes introduced Aug 2024 .
Other Directorships & Interlocks
| Company | Role | Interlocks/Relationships | Governance Impact |
|---|---|---|---|
| Summit Therapeutics Inc. | Co‑CEO; Director | Robert W. Duggan is co‑CEO, Executive Chairman, and majority stockholder; Manmeet S. Soni is COO and PLSE Lead Independent Director | Multiple interlocks between PLSE Board and Summit management may influence information flow and pose perceived conflicts |
| Registration rights agreements | Holder of registration rights alongside Robert W. Duggan | Both have rights to demand/register shares | Potential alignment with liquidity preferences; related‑party oversight via Audit Committee policy |
Expertise & Qualifications
- Deep operating experience in medtech/biopharma, including commercial, product development, and BD leadership at Pharmacyclics and Computer Motion .
- Board‑level strategic advisory participation focused on PLSE’s business strategy and objectives .
- Academic credentials: DDS and MBA supporting healthcare leadership roles .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial | Percent of Class | As of |
|---|---|---|---|---|---|
| Mahkam Zanganeh, D.D.S. | 873,469 | 349,153 | 1,222,622 | 1.8% | Oct 22, 2025 |
| Options/Warrants (Dec 31, 2024) | Outstanding | Exercisable |
|---|---|---|
| Zanganeh | 452,086 | 237,962 |
- Family/related holdings: Her table includes shares owned by her mother, sister, and a trust for her son; she disclaims beneficial ownership of spouse’s holdings except to extent of pecuniary interest .
- Spousal relationship: Married to Robert W. Duggan (Dec 18, 2024), PLSE’s majority stockholder (72.1%); both disclaim beneficial ownership of the other’s shares except for pecuniary interest .
Insider Trades (Section 16)
| Filing Date | Reported Transaction Date | Security/Event | Notes |
|---|---|---|---|
| Jun 24, 2024 | Jun 6, 2024 | Options granted | Form 4 filing reported grant timing |
| Jul 9, 2024 | Jul 3, 2024 | Warrants acquired in Rights Offering | Form 4 filing reported July 3, 2024 rights offering participation |
- Company disclosed certain delinquent Section 16(a) reports for multiple insiders, including Dr. Zanganeh’s filings listed above .
Governance Assessment
- Independence vs. related‑party context: Board affirmatively determined independence under Nasdaq rules , but marriage to controlling stockholder (Dec 2024) and shared leadership ties to Summit create perceived conflict risks; robust related‑party transaction policy and Audit Committee oversight are critical mitigants .
- Committee placement: Not on Audit/Compensation/Nominating—mitigates direct influence over financial reporting and pay decisions; participation is focused on strategy via Advisory Committee .
- Attendance & engagement: Minimum 75% attendance at Board/committee meetings; active Advisory Committee schedule (9 meetings in 2024) suggests substantive strategic engagement .
- Compensation mix: Highly equity‑weighted in 2024 (cash $24,740 vs option grant date fair value $2,752,318), aligning incentives with long‑term value creation; CIC provisions accelerate vesting at 100% of target, which investors should weigh in change‑of‑control scenarios .
- Ownership alignment: Personal beneficial ownership of 1.8% plus family‑related holdings indicates skin‑in‑the‑game; juxtaposed with spouse’s 72.1% control amplifies alignment and control considerations .
- RED FLAGS:
- Multiple interlocks with Summit (co‑CEO, director; Summit executives on PLSE board) may present conflicts and information asymmetry risks .
- Spousal relationship with controlling stockholder may influence governance dynamics despite formal independence status .
- Company noted non‑compliance with Nasdaq Audit Committee composition (only two independent directors since Jan 9, 2025) with cure plan—broader governance signal to monitor; while not specific to Zanganeh, it affects overall board effectiveness .
- Disclosed delinquent Section 16 filings (timeliness) for multiple insiders including her—process discipline indicator to track .
Notes on Related‑Party Exposures
- Rights Offering participation: 2024 rights offering closed July 3, 2024; majority participation by Mr. Duggan (~88% of units); Zanganeh also participated; subsequent warrant redemptions and exercises noted; Duggan beneficially owns ~72.1% as of Oct 22, 2025 .
- Registration rights: Both Duggan and Zanganeh are parties to registration rights and securities purchase agreements, enabling demand/ piggyback registrations of their holdings .
- D&O insurance history: Company re‑established third‑party D&O insurance in 2023 and 2024 after a period of indemnity coverage funded by Duggan in 2022–2023—context for board protection and independence optics .
Director Compensation Detail (FY2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $24,740 |
| Option awards (grant date fair value) | $2,752,318 |
| Total | $2,777,058 |
Committee Assignments (FY2024 Activity)
| Committee | Membership | Chair | Meetings in FY2024 |
|---|---|---|---|
| Audit | No | Manmeet S. Soni | 8 |
| Compensation | No | Manmeet S. Soni | 1 |
| Nominating & Corporate Governance | No | Manmeet S. Soni | 1 |
| Strategic Advisory Committee | Yes | None indicated | 9 |
Say‑on‑Pay & Shareholder Feedback
- 2025 agenda includes advisory vote on executive compensation and frequency; Board recommends “FOR” say‑on‑pay and “3 YEARS” for frequency .
- Historical approval percentages not disclosed in the proxy; monitor 8‑K results post‑meeting for vote outcomes .
Compliance Policies
- Insider Trading Policy (filed) covers prohibitions and compliance (includes cybersecurity/privacy in compliance program overseen by Audit Committee) .
- Incentive‑Based Compensation Clawback Policy adopted in 2023 under Exchange Act Section 10D; recovery of erroneously awarded compensation for covered individuals .
Summary Implications for Investors
- Governance is complicated by controlling shareholder dynamics and interlocks with Summit; while formal independence is asserted, perceived conflicts warrant close monitoring of related‑party approvals, committee autonomy, and disclosures .
- Zanganeh’s strategic committee role and significant equity‑based director compensation support alignment with long‑term value creation, but CIC accelerations and registration rights could influence exit/liquidity preferences .
- Audit Committee composition non‑compliance (curing) is a near‑term governance risk for PLSE overall; resolution will improve board effectiveness and investor confidence .