Kenneth Clark
About Kenneth A. Clark
Kenneth A. Clark, age 66, is Lead Independent Director of Summit Therapeutics (SMMT) and has served on the Board since October 2021. He is a partner at Wilson Sonsini Goodrich & Rosati (WSGR) advising biotech companies on M&A, financing, and strategic matters, and a partner at TCG Labs (affiliated with The Column Group). He holds a BA from Vanderbilt University and a JD from the University of Texas School of Law. The Board has determined he is an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulse Biosciences, Inc. | Director | Nov 2017 – Oct 2021 | Served on board while Robert Duggan was Chairman |
| Pharmacyclics, Inc. | Director | Until sale to AbbVie in 2015 | Board service concluded at sale; historical governance/transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wilson Sonsini Goodrich & Rosati (WSGR) | Partner | Ongoing | Focus on biotech strategic partnerships, M&A, financing, operations |
| TCG Labs (affiliated with The Column Group) | Partner | Ongoing | Venture partner role; biotech-focused investing |
| Acurex Biosciences | Director | Current | Board service at a biosciences company |
Board Governance
- Lead Independent Director (LID) with defined responsibilities: chairs executive sessions of independent directors; facilitates communications between directors and the Chair/Co-CEOs; monitors stockholder communications with counsel support; co-sets board agendas; consults on governance and board performance.
- Committee leadership: Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee. Independent under SEC/Nasdaq standards for committee service.
- Committee composition and meeting cadence in 2024:
- Audit: Huber (Chair), Booth, Ronaghi; 6 meetings.
- Compensation: Clark (Chair), Ronaghi; 1 meeting.
- Nominating & Corporate Governance: Clark (Chair), Booth, Cesano; 0 meetings.
- Independence determination considered related-party factors: Company’s engagement of WSGR (where Clark is a partner) and Clark’s prior professional relationships with Chairman/Co-CEO Robert Duggan (Pulse Biosciences; Pharmacyclics). Audit Committee approved WSGR engagement per policy; payments did not exceed Nasdaq thresholds, and Board concluded independence was not impaired.
- Attendance: Board held 2 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors) | $49,900 | Paid quarterly; election to convert cash to options available (see Retainer Option) |
| Committee Membership Retainer | $6,500 per committee | Annual amount per committee membership |
| Committee Chair Retainers | Audit $36,700; Compensation $13,000; Nominating & Governance $13,000 | Annual chair premiums |
| Kenneth A. Clark – Fees Earned or Paid in Cash | $95,499 | 2024 cash fees attributable to role and chairs |
- Retainer Option program: directors could elect by Dec 31 of prior year to convert Retainer Cash Payments to stock options; share count = (cash foregone × 2.0) ÷ FMV at grant; vests quarterly; 10-year term.
Performance Compensation
| Grant/Program | Grant Date | Type | Shares/Value | Strike | Vesting | Notes |
|---|---|---|---|---|---|---|
| Strategic Advisory Committee grant (Clark) | Oct 11, 2024 | Stock option | 200,000 shares | FMV on grant date | 4 equal annual installments starting 1st anniversary | In connection with appointment to Strategic Advisory Committee |
| Annual Director Equity Program | 2024 | Stock option | 35,000 shares (standard annual grant per director) | FMV on grant date | 4 equal quarterly installments (first on Mar 31 of grant year) | Program design for non-employee directors |
| New Director Equity Program | 2024 (as applicable) | Stock option | 200,000 shares (for new directors) | FMV on grant date | 4 equal annual installments (first on 1-year anniversary) | Plus pro-rated annual grant vesting Dec 31 |
| Kenneth A. Clark – 2024 Option Awards (Grant Date Fair Value) | 2024 | Options (aggregate) | $3,756,151 | — | — | Aggregate 2024 grant-date fair value under ASC 718 |
Performance metrics tied to director compensation
| Metric Type | Detail |
|---|---|
| Performance linkage | None disclosed for director equity; options vest on time-based schedules; no revenue/EBITDA/TSR/ESG metrics tied to director pay. |
Other Directorships & Interlocks
| Entity | Type | Relationship | Interlock/Conflict Considerations |
|---|---|---|---|
| Pulse Biosciences, Inc. | Public (past) | Clark Director (2017–2021); Duggan served as Chairman | Prior professional relationship considered in independence review; Board concluded independence not impaired. |
| Pharmacyclics, Inc. | Public (past) | Clark Director; served until AbbVie acquisition in 2015 | Historical tie to Duggan; considered in independence analysis. |
| WSGR (law firm) | Professional services | Clark is a partner; Company engaged WSGR | Audit Committee approved under Related Party Transaction Policy; FY25 YTD expenses approx. $0.3 million as of proxy; within Nasdaq thresholds. |
Expertise & Qualifications
- Expertise in biotech deal-making, M&A, financing, and corporate law; extensive advisory experience to biopharma clients.
- Board leadership: LID with defined governance responsibilities; chairs two key committees (Compensation; Nominating & Corporate Governance).
- Education: Vanderbilt University (BA); University of Texas School of Law (JD).
Equity Ownership
| As-of Date | Shares Owned | Right to Acquire (within 60 days) | Total Beneficial | % of Class | Notes |
|---|---|---|---|---|---|
| Apr 15, 2025 | — | 437,650 | 437,650 | <1% | Outstanding shares: 742,660,724 |
| Dec 31, 2024 (options status) | — | 424,652 exercisable | 674,652 outstanding options | — | Options outstanding/exercisable counts as of year-end 2024 |
- Insider trading/hedging policy: prohibits short sales, options/derivative transactions, and other hedging of Company stock by directors, officers, and employees.
Governance Assessment
- Strengths
- Lead Independent Director with clear authority to run executive sessions, set agendas with the Chair, and facilitate communications—helpful counterbalance given combined Chair/Co-CEO role.
- Independent status affirmed after explicit review of potential conflicts (WSGR engagement; prior ties to Duggan), with Audit Committee pre-approval and payments within Nasdaq thresholds.
- Equity-heavy director pay aligns incentives; 2024 compensation for Clark was predominantly in options, bolstering alignment with shareholders.
- Watch items / potential red flags
- Related-party exposure: Company’s use of WSGR where Clark is a partner (approx. $0.3m FY25 to date) requires continued monitoring and robust Audit Committee oversight.
- Committee activity: Compensation Committee met only once and Nominating & Governance did not meet in 2024, which may signal low cadence of formal oversight; appropriateness depends on workload but warrants attention.
- Size of equity awards: 2024 aggregate grant-date fair value of Clark’s option awards ($3.76m) is high for a non-executive director, which may raise independence/perception concerns if awards become recurrent versus episodic (e.g., Strategic Advisory Committee grant).
- Attendance and engagement
- All directors met at least the 75% attendance threshold in 2024; the Board held two meetings. Continued LID role may help maintain effective engagement and independent oversight.
Citations: Lead Independent Director duties and governance structure; Independence determinations and WSGR/ prior relationships; Insider trading/hedging policy and attendance disclosure; Clark biography, age, roles, education, independence; Committee membership and 2024 meetings; Compensation Committee composition, consultant usage, and WSGR payments (~$0.3m FY25); Director equity program structure (annual and new director grants); 2024 Director Compensation table, Clark’s cash/option amounts, option outstanding/exercisable counts, and Strategic Advisory Committee grant details; Beneficial ownership table (as of Apr 15, 2025).