Robert Duggan

About Robert W. Duggan

Robert W. Duggan, age 80, is Co-Chairman of the Board at Pulse Biosciences (PLSE), serving since 2017; the Board has determined he is “independent” under Nasdaq rules despite being PLSE’s majority stockholder. He is co-CEO and Executive Chairman of Summit Therapeutics and CEO of Duggan Investments; prior roles include Chairman/CEO of Pharmacyclics and board member of Intuitive Surgical. Duggan and director Mahkam Zanganeh were married in December 2024; the proxy discloses this relationship and notes independence determinations considered beneficial ownership. He beneficially owns approximately 72.1% of PLSE’s common stock as of Oct 22, 2025 .

Past Roles

External Roles

Board Governance

• Roles and leadership: Duggan serves as Co-Chairman; Board has separated CEO and Chair roles (LaViolette is CEO and Co-Chair). Lead Independent Director is Manmeet S. Soni (appointed March 2023) .
• Committee memberships: Duggan sits on the Compensation Committee and Nominating & Corporate Governance Committee; not on Audit; not listed on Strategic Advisory Committee .
• Independence: Board determined Duggan (and others) are “independent” under Nasdaq rules and committee independence standards despite high ownership .
• Attendance: In FY2024, the Board held five meetings, and each director attended at least 75% of Board and committee meetings for which they served; committee meetings in 2024: Audit (8), Compensation (1), Nominating (1), Strategic Advisory (9) .
• Risk oversight: Committees follow defined charters; note current Audit Committee non-compliance (only two independent directors since Jan 9, 2025) with Nasdaq Rule 5605(c)(2)(A); cure efforts underway .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• PLSE nominees include three Summit officers; Board explicitly discloses marriage between Duggan and Dr. Zanganeh and Summit affiliations among directors, signaling interlocks between PLSE and Summit .

Expertise & Qualifications

• 30+ years leading and investing in healthcare companies; prior CEO/Chair roles; strategic development and finance expertise; recognized with awards (U.S. Congressman’s Medal of Merit; French Legion d’Honneur) .

Equity Ownership

• No pledging of PLSE stock disclosed; Board’s related-party policy governs transactions above $120,000 .

Insider Trades (Section 16 highlights)

Related-Party Transactions and Conflicts

• D&O insurance gap: Company did not renew D&O insurance in May 2022; Duggan personally provided indemnity coverage for one year; Company paid him $1.0M fee on May 31, 2023 .
• Financing: 2024 Rights Offering—PLSE sold 6M units at $10 each; Duggan purchased ~88% of offered units; subsequent warrant redemptions and exercises yielded ~$49.4M gross proceeds from exercises by Dec 31, 2024 .
• Prior loan: 2022 term loan from Duggan ($65M, 5% interest) was converted to equity via private placement in May 2023; loan terminated upon closing .
• Registration rights: Duggan and Dr. Zanganeh have demand/registration rights on PLSE common stock .

Say-on-Pay & Shareholder Votes

• 2025 proxy includes advisory say-on-pay and frequency proposals (Board recommends “3 years”); results pending annual meeting .
• Special meeting (Sept 30, 2025): Stockholders approved increasing Equity Plan shares by 2M and ratified options for Strategic Advisory Committee directors; vote counts detailed .

Governance Assessment

• Positive signals:
  • Clear disclosure of interlocks (Summit affiliations) and family relationship; Board documents committee roles and independence determinations; attendance thresholds met in FY2024 .
  • Robust disclosure of director compensation structure and potential equity conversion elections .
• Red flags:
  • Controlling shareholder (72.1% ownership) classified as “independent”; Duggan also sits on Compensation and Nominating committees—heightened risk of perceived influence over governance and pay .
  • Family relationship on the Board (spouse director) and multiple Summit officer interlocks—potential conflicts of interest and information flow concerns .
  • Single-trigger change-in-control acceleration for director equity—shareholder-unfriendly vesting mechanics .
  • Audit Committee currently below Nasdaq’s minimum membership (two members since Jan 9, 2025)—listing compliance risk until cured .
  • Related-party transactions: indemnity fee paid to Duggan for D&O coverage; heavy participation in financings; prior insider loan converted to equity—require ongoing scrutiny of fairness and oversight .

Board Governance Details

Director Compensation Structure Notes

• Directors may convert cash retainers into options at a 3× multiplier against FMV; standard initial and annual option grants apply; change-in-control triggers full vesting for director awards .
• Duggan’s FY2024 director equity awards (fair value) were $396,671 versus $9,126 cash, indicating a heavily equity-oriented mix .

Equity Ownership & Alignment Notes

• Duggan’s beneficial ownership is 72.1%—extensive “skin in the game,” but also raises control and independence concerns; spouse’s holdings are disclaimed; right to acquire within 60 days totals 230,682 shares; options outstanding/exercisable at FY2024 year-end were 210,286/192,162 .

Employment & Contracts (Director)

• Standard indemnification agreements with directors; related-party D&O indemnity arrangement previously in place with $1.0M fee paid to Duggan for personal coverage (ended May 31, 2023); D&O insurance reinstated May 2023 and May 2024 .

Performance Compensation Metrics (Director)

Other Directorships & Interlocks

Final Implications for Investors

• Governance quality is challenged by concentrated control, family ties on the Board, and committee memberships of the controlling shareholder; investors should monitor audit committee remediation, related-party oversight, and compensation decisions where Duggan sits on the committee. Change-in-control provisions for director equity and past indemnity fee arrangements warrant continued scrutiny for shareholder alignment .