Mahkam Zanganeh
About Mahkam Zanganeh
Mahkam Zanganeh, age 54, is Co-Chief Executive Officer, President, and a director of Summit Therapeutics; she joined the Board in November 2020, served as COO from November 2020 to July 2022, and has been Co-CEO and President since July 2022. She holds a DDS (Louis Pasteur University, Strasbourg) and an MBA (Schiller International University), and has prior senior operating roles at Pharmacyclics and Computer Motion as well as experience in business development and government-backed biotech cluster leadership . Summit reports that it is a development-stage, pre-revenue biopharma and does not link NEO compensation to traditional financial metrics; net losses were $(88.6)M in 2021, $(78.8)M in 2022, $(614.9)M in 2023, and $(221.3)M in 2024, while Company TSR (value of $100 invested 12/31/2020) moved from $57 in 2021 to $380 in 2024, highlighting significant stock-driven value creation in 2024 rather than P&L fundamentals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Therapeutics | Chief Operating Officer | Nov 2020–Jul 2022 | Built operating cadence pre-ivonescimab launch; promoted to Co-CEO . |
| Summit Therapeutics | Co-Chief Executive Officer & President | Jul 2022–present | Led OKR-driven execution; equity-heavy incentives; large 2024 TSR improvement . |
| Maky Zanganeh & Associates | Founder, CEO & Director | 2015–present | Executive management and consulting platform . |
| Pharmacyclics Inc. | COO | Aug 2012–Sep 2015 | Scaled operations through major biopharma growth phase . |
| Pharmacyclics Inc. | Chief of Staff & Chief Business Officer | Dec 2011–Jul 2012 | Drove corp dev and operations integration . |
| Pharmacyclics Inc. | VP, Business Development | Aug 2008–Nov 2011 | BD leadership during pipeline expansion . |
| French government biocluster initiative | President Director General | 2007–2008 | Established alliances; regional life sciences development . |
| Robert W. Duggan & Associates | VP, Business Development | Sep 2003–Aug 2008 | Investment and BD across healthcare ventures . |
| Computer Motion Inc. | Worldwide VP Training & Education | 2002–2003 | Global commercialization enablement for surgical robotics . |
| Computer Motion Inc. | President Director General, EMEA | 1998–2002 | Built EMEA footprint for surgical robotics . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pulse Biosciences, Inc. | Director | Feb 2017–present | Public company directorship . |
| RenovoRX | Director | 2018–2021 | Public company directorship (prior) . |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2022 | 450,000 | 45% (2021–2022 target) | 452,500 (incl. discretionary + extraordinary for 2022, paid Jan 2023) | Discretionary $202,500 + extraordinary $250,000 for 2022; 2021 discretionary $182,250 paid Mar 2022 . |
| 2023 | 600,000 (effective Jan 1, 2023) | 60% (2023–2024 target) | — | — |
| 2024 | 600,000 | 60% | 540,000 (150% of target) | Company achieved 125% OKRs; NEO payout set at 150% of target . |
| 2025 | 618,000 (effective Feb 1, 2025; +3%) | — | — | Salary step-up only; bonus not yet disclosed . |
Additional fixed/benefits details:
- 2024 All Other Compensation: $21,021 (life insurance $321; 401(k) match $20,700) .
- Company indicates no material perquisites and no pension/SERP; no non-qualified deferrals .
Performance Compensation
Annual cash bonus program (2024 OKRs)
| Objective category | Points/Allocation (sum reflects 125% outcome) |
|---|---|
| Patient enrollment metrics | 30% |
| Clinical portfolio alignment on new studies | 30% |
| Scientific engagement and market awareness | 10% |
| Expanding manufacturing capabilities | 10% |
| IP, financial, and employee development goals | 20% |
| Stretch goal (exceeding certain patient enrollments) | 25% |
- Company exceeded OKRs; business achievement 125%; NEOs paid at 150% of target for 2024 .
Equity awards (structure and notable grants)
| Grant date | Type/conditions | Shares/Options | Exercise price | Vesting schedule | Notes/Fair value |
|---|---|---|---|---|---|
| 11/22/2020 | Initial option grant at appointment | 2,400,000 | $4.40 | Originally performance-based; 2021 modification eliminated performance conditions; time-based; fully vested 11/22/2024 . | |
| 6/28/2022 | Performance-based options (revenue and market-based) | 1,300,000 unexercisable at 12/31/24 (1,040,000 perf + 260,000 exercisable) | $1.06 | Performance-based; outstanding as of 12/31/24 per table . | |
| 9/9/2022 | Performance-based options (revenue and market-based) | 500,000 unexercisable at 12/31/24 (400,000 perf + 100,000 exercisable) | $1.29 | Performance-based; outstanding as of 12/31/24 . | |
| 10/13/2023 | Performance-based options (revenue and market-based) | 11,988,198 granted; 2,397,640 vested in 2024 upon market condition; 9,590,558 not probable at 12/31/24 | $1.68 | Perf + vesting; achieved market condition in 2024; GDFV of vested 2,397,640 = $3,380,673; remaining GDFV $13,522,686 . | |
| 10/13/2023 | Time-based options | 11,988,198 granted; 2,997,050 exercisable; 8,991,148 unexercisable at 12/31/24 | $1.68 | Vests annually over four years ending 10/13/2027 . | |
| 12/15/2021 | Time-based options | 15,000 (fully vested 12/15/2024) | $4.75 | Time-based . | |
| 11/11/2020 | Director-related small grants | 200,000 (fully vested 11/11/2024); 3,323 (fully vested 12/31/2020) | $3.71 | Time-based . |
Award design and 2025 modifications:
- April 2025 modification: Dr. Zanganeh consented to modify outstanding unvested 11,030,558 performance-based stock options (granted Jun 2022–Oct 2023) so that 50% vested immediately upon consent; remaining 50% vests in three annual tranches beginning October 2025, eliminating the need to meet performance conditions going forward (service-based only) .
- 2023 awards included two 11,988,198-option tranches: one time-based (4-year vesting) and one with revenue/market-based conditions; a market condition was met in 2024, vesting 2,397,640 options .
- 2022 performance-based grant of 1,800,000 options (separate from table presentation) recognized 360,000 vested in 2024 upon achieving a market condition; GDFV of vested portion $307,200 .
Pay versus performance linkage:
- Company states it does not use financial performance measures for NEO CAP and relies on non-financial OKRs; CAP rose with stock price appreciation in 2024 .
Equity Ownership & Alignment
| Holder | Shares owned | Options/right to acquire (within 60 days) | Total beneficial ownership | % of class | Notes |
|---|---|---|---|---|---|
| Mahkam Zanganeh | 35,738,442 | 13,888,292 | 49,626,734 | 6.6% | 742,660,724 shares outstanding (4/15/2025); includes 5,515,279 options that vested on 4/29/2025 following 2025 modification . |
Ownership breakdown:
- Trust/related holdings: 25,457,666 (Mahkam Zanganeh Revocable Trust) and 10,199,776 (Shaun Zanganeh Irrevocable Trust); plus 50,000 shares held by an immediate family member; plus 31,000 shares directly; options exercisable expiring 2030–2033 totaling 13,888,292 .
- Spousal relationship: Robert W. Duggan is spouse and controlling shareholder (74.8%); each disclaims beneficial ownership of the other’s holdings (married Dec 18, 2024) .
- Anti-hedging: Company prohibits short sales and hedging transactions (e.g., derivatives, collars, swaps) for directors/officers; proxy excerpts do not reference a pledging prohibition, and no pledging by Dr. Zanganeh is disclosed in these sections .
Vesting/selling pressure indicators:
- 50% of 11,030,558 previously performance-based options vested in April 2025; remaining ~5.5M vest in three annual tranches (beginning Oct 2025), creating recurring potential liquidity windows; many grants are deeply in-the-money versus $17.84 stock price at 12/31/24 with exercise prices $1.06–$1.68 on large tranches .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | At-will; executed Nov 22, 2020; no fixed term . |
| Base salary | $450,000 at 12/31/22; increased to $600,000 effective 1/1/23; increased to $618,000 effective 2/1/25 (+3%) . |
| Target bonus | 45% of salary in 2021–2022; 60% of salary in 2023–2024; discretionary outcomes permitted . |
| Equity | Significant option awards; 2021 conversion of initial 2.4M options from performance-based to time-based; 2025 performance option modification accelerates 50% and time-bases remainder . |
| Change-in-control (CIC) economics | As of 12/31/24: equity acceleration value estimated at $324,351,569; 280G excise tax gross-up estimate $116,326,499; total $440,678,068, calculated using $17.84 stock price less exercise prices for unvested options . |
| Clawbacks/gross-ups | Entitled to excise tax gross-up payments if payments are subject to 280G excise tax (shareholder-unfriendly feature) . |
| Non-compete/other | Not disclosed in cited sections. |
Board Governance
- Board service history: Director since Nov 2020; executive director (management) and thus non-independent under Nasdaq rules .
- Committee roles: No standing committee assignments shown for Dr. Zanganeh; Audit (Huber chair), Compensation (Clark chair; Clark and Ronaghi), Nominating & Corporate Governance (Clark chair; Clark, Booth, Cesano) .
- Lead Independent Director: Kenneth A. Clark .
- Controlled company: Summit is a Nasdaq “controlled company” due to Mr. Duggan’s majority voting power; may rely on exemptions from certain governance requirements (e.g., majority independent board, fully independent compensation committee) .
- Attendance: Board held 2 meetings in 2024; each director attended at least 75% of Board/committee meetings during their service periods; all current directors attended the 2024 annual meeting .
- Director fees for employees: Salaried directors (including Dr. Zanganeh) receive no additional compensation for Board service .
Director Compensation
- Employee directors (including Dr. Zanganeh) receive no incremental board retainers/equity for director service; non-employee director program includes cash retainers and annual/new director option grants; non-salaried directors could convert cash fees to options via a “Retainer Option Election” .
Performance & Track Record (Company-level indicators)
| Year | Company TSR (value of $100 at 12/31/20) | Peer group TSR (Nasdaq Biotech Index) | Net income (loss), $ |
|---|---|---|---|
| 2021 | $57.23 | $126.42 | $(88,602,000) |
| 2022 | $90.43 | $111.67 | $(78,782,000) |
| 2023 | $55.53 | $115.84 | $(614,928,000) |
| 2024 | $379.57 | $113.68 | $(221,315,000) |
- Pay-versus-performance narrative confirms no financial performance measures used for 2024 CAP; compensation outcomes primarily linked to non-financial OKRs and stock option valuation changes .
Compensation Committee Analysis
- Composition/independence: Compensation Committee members are independent directors; in 2025, members were Clark (Chair) and Ronaghi; no outside compensation consultant retained .
- Methodology: No formulaic benchmarking; considers role scope, achievement of OKRs, retention, and competitive market conditions .
- Delegation: Prior disclosures note delegation to CEOs to grant a capped amount of options under the plan (historical 2024 proxy detail) .
- Say-on-Pay: 2024 advisory vote received ~97% approval; no material program changes based on that outcome .
Related Party Transactions
- Legal services: The Company engaged Wilson Sonsini Goodrich & Rosati (WSGR), where director Kenneth Clark is a partner; ~$0.3 million incurred FY2025 to date; approved under the Related Party Transaction Policy by the Audit Committee .
- Spousal relationship: Dr. Zanganeh and Mr. Duggan are spouses, with separate share ownership and mutual disclaimers of beneficial ownership; Summit is a controlled company due to Mr. Duggan’s holdings .
Equity Ownership & Outstanding Option Detail (as of 12/31/2024)
| Grant date | Exercisable | Unexercisable (incl. perf-based) | Exercise price | Expiration |
|---|---|---|---|---|
| 11/11/2020 | 200,000 | — | $3.71 | 11/11/2030 |
| 11/11/2020 | 3,323 | — | $3.71 | 11/11/2030 |
| 11/22/2020 | 2,400,000 | — | $4.40 | 11/22/2030 |
| 12/15/2021 | 15,000 | — | $4.75 | 12/15/2031 |
| 6/28/2022 | 260,000 | 1,040,000 | $1.06 | 6/28/2032 |
| 9/9/2022 | 100,000 | 400,000 | $1.29 | 9/9/2032 |
| 10/13/2023 | 2,397,640 | 9,590,558 | $1.68 | 10/13/2033 |
| 10/13/2023 | 2,997,050 | 8,991,148 | $1.68 | 10/13/2033 |
CIC valuation methodology: acceleration values computed as (12/31/2024 close $17.84 less exercise price) × number of unvested options .
Board Service, Roles, and Dual-Role Implications
- Service history: Director since 2020; Co-CEO/President since 2022 .
- Committee roles: None; not listed as a member of Audit, Compensation, or Nominating committees .
- Independence: As a management director and spouse of controlling shareholder, Dr. Zanganeh is not independent; Summit is a Nasdaq “controlled company,” allowing exemptions from certain independence requirements .
- Governance implications: Concentrated control (Mr. Duggan), executive-director dual role, and family relationship increase perceived governance risk; counterbalanced by presence of a Lead Independent Director (Clark) and independent committee compositions .
Investment Implications
- Alignment and upside leverage: Very large in-the-money option exposure (exercise prices ~$1.06–$1.68 vs $17.84 at 12/31/24) and 6.6% beneficial ownership align incentives to long-term equity value creation; 2025 modification time-bases previously performance awards, ensuring retention-linked vesting through 2027 .
- Near-term selling pressure risk: April 2025 immediate vesting of ~5.5M options and scheduled annual tranches beginning Oct 2025 create recurring potential liquidity windows; monitor Form 4s for 10b5-1 plan activity and sales around vest dates .
- Pay-for-performance and governance red flags: Use of 280G excise tax gross-up and substantial CIC acceleration value (> $440M estimate) are shareholder-unfriendly; 2025 modification reduced performance rigor by removing performance conditions on a significant award pool .
- Execution focus over financials: Bonus metrics tied to clinical, regulatory, and operational OKRs (not revenue/EBITDA), consistent with pre-revenue status; 2024 TSR surge drove compensation “actually paid” rather than traditional financial performance, increasing sensitivity to stock volatility .
- Board structure: Controlled company status, executive-director dual role, and spousal relationship to the controlling shareholder raise independence concerns; independent committees and a Lead Independent Director partly mitigate .
- Shareholder sentiment: Strong 2024 say-on-pay support (~97%) indicates current investor tolerance for structure, but large CIC payouts and reduced performance conditions could become flashpoints if clinical/operational progress falters or if sizable insider sales occur .