Manmeet Soni
About Manmeet Soni
Manmeet Soni (age 47) is Chief Operating Officer (since Oct 13, 2023), Chief Financial Officer (since Apr 2, 2024), and a Director (since Dec 2019) at Summit Therapeutics Inc. . He is a Certified Public Accountant and Chartered Accountant (India), with prior senior finance and operating roles at Reata, Alnylam, ARIAD, Pharmacyclics, Zeltiq, and PwC . Summit is pre‑revenue and development-stage; company TSR as presented in Pay‑Versus‑Performance shows a $100 investment valued at $379.57 by year-end 2024, while net loss was $221.3M in 2024 . Summit advanced ivonescimab into Phase III programs (HARMONi, HARMONi‑3, HARMONi‑7) and completed enrollment in HARMONi in Oct 2024, targeting topline mid‑2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reata Pharmaceuticals | President, COO & CFO (CFO from Aug 2019; COO+CFO Jun 2020; President+COO+CFO Feb 2022–Oct 2023) | 2019–2023 | Led finance and operations through Biogen acquisition in Oct 2023 . |
| Alnylam Pharmaceuticals | SVP & CFO | 2017–2019 | Guided finance at commercial-stage RNAi company . |
| ARIAD Pharmaceuticals | EVP, CFO & Treasurer | Pre‑2017 | CFO through sale to Takeda, executing strategic transition . |
| Pharmacyclics | CFO | Pre‑2015 | Finance leadership through sale to AbbVie in 2015 . |
| Zeltiq Aesthetics | Finance role | Pre‑AbbVie acquisition | Finance roles prior to Allergan/AbbVie acquisition . |
| PwC (Life Sciences & VC group) | Audit/Advisory | Early career | Financial/accounting expertise foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pulse Biosciences, Inc. | Director | Since Nov 2017 | Long‑standing board role at medtech innovator . |
| Arena Pharmaceuticals (acquired by Pfizer) | Director (prior) | Prior to acquisition | Board experience at public biotech . |
Fixed Compensation
| Component | Detail | FY 2024 | FY 2025 (as disclosed) |
|---|---|---|---|
| Base Salary | Annual base | $600,000 | $618,000 effective Feb 1, 2025 (3% increase) |
| Target Bonus % | Discretionary up to | 60% of base | 60% of base |
| Actual Annual Bonus | OKR‑based payout | $540,000 (150% of target) | |
| One‑Time Bonus | For accepting PFO responsibilities | $100,000 (paid in 2024) | |
| Benefits | 401(k) match; life insurance | $20,700 401(k) match; $321 life insurance |
Performance Compensation
Annual Bonus Mechanics (FY 2024)
| Metric Category | Weighting/Points | Achievement | Payout Basis |
|---|---|---|---|
| Patient enrollment metrics | 30% | Met | OKR pool basis |
| Clinical portfolio alignment (new studies) | 30% | Met | OKR pool basis |
| Scientific engagement & market awareness | 10% | Met | OKR pool basis |
| Manufacturing capabilities | 10% | Met | OKR pool basis |
| IP, financial, employee development | 20% | Met | OKR pool basis |
| Stretch goal (exceed enrollments) | 25% | Achieved | OKR pool exceeded |
| Company OKR Result | — | 125% achievement | Forms baseline payouts; NEOs at 150% of target |
Equity Awards and Vesting
| Grant Date | Award Type | # Options | Exercise Price | Vesting Terms | Notes |
|---|---|---|---|---|---|
| Oct 13, 2023 | Time‑based options | 14,000,000 | $1.68 | 4 equal annual tranches through Oct 13, 2027 | Outstanding as of 12/31/24: 3,500,000 unexercisable; 3,500,000 exercisable . |
| Oct 13, 2023 | Performance‑based options | 14,000,000 | $1.68 | Annual tranches, contingent on revenue and market‑based metrics | 2,800,000 vested on market condition; 11,200,000 unvested as of 12/31/24 . |
| Apr 2, 2024 | Time‑based options (PFO role) | 1,100,000 | $3.85 | 4 equal annual tranches through Apr 2, 2028 | Grant date fair value $3,511,468 . |
| Apr 2025 | Modification of perf‑based awards | 11,200,000 (unvested portion) | n/a | 50% vested upon consent; remaining 50% in 3 annual tranches starting Oct 2025 | Consented; performance conditions removed, service‑based only . |
Outstanding equity awards table confirms detailed exercisable/unexercisable splits and expiration dates .
Equity Ownership & Alignment
| Ownership Metric | Amount | Notes |
|---|---|---|
| Direct/common shares owned | 3,020,242 | As of Apr 15, 2025 |
| Right to acquire (exercisable within 60 days) | 12,569,719 | As of Apr 15, 2025 |
| Total beneficial ownership | 15,589,961 | 2.1% of shares outstanding |
| Insider purchases | 2,976,190 shares at $1.68 (Oct 13, 2023 private placement) | Alignment signal; personal capital at risk |
| Insider purchases | 44,052 shares at $22.70 (Sept 11, 2024 PIPE) | Additional alignment |
| Hedging policy | Hedging/derivatives prohibited | Insider Trading Policy bans short sales, options/derivatives, and hedging instruments |
| Pledging | Not disclosed | No pledging disclosure in proxy; hedging ban noted |
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | At‑will; executed Oct 13, 2023 . |
| Base/Bonus | Salary $600,000 for 2024; increased to $618,000 effective Feb 1, 2025; eligible for discretionary annual bonus up to 60% of base . |
| Equity | 14M time‑based options (4‑yr vest), 14M perf‑based options (revenue/market conditions); 1.1M time‑based options for PFO role (4‑yr vest) . |
| Change‑in‑Control | All unvested options accelerate to 100% upon a change in control . |
| 280G Gross‑Up | Entitled to excise tax gross‑up for parachute payments under 280G/4999 if triggered . |
| Clawback | Incentive‑Based Compensation Clawback Policy adopted in 2023 per SEC/Dodd‑Frank Section 10D; recovery upon accounting restatement . |
Quantified Change‑in‑Control Economics (as of 12/31/2024)
| Item | Manmeet Soni |
|---|---|
| Acceleration of equity awards (intrinsic value) | $366,061,000 |
| 280G/4999 excise tax gross‑up (estimated) | $123,517,184 |
| Total | $489,578,184 |
Board Governance
- Board service: Director since Dec 2019; not an independent director; Board held 2 meetings in 2024; all directors attended ≥75% and attended the 2024 annual meeting .
- Committees: Soni is not listed as a member/chair of Audit, Compensation, or Nominating & Corporate Governance Committees; Kenneth A. Clark chairs Compensation and Nominating; Jeff Huber chairs Audit .
- Leadership/independence: Summit is a “controlled company” (Mr. Duggan controls majority voting power), has appointed a Lead Independent Director (Kenneth A. Clark) to mitigate combined CEO/Chairman roles; the company may rely on certain Nasdaq exemptions but states it is not currently using all exemptions .
- Director pay: Salaried directors (including Soni) receive no incremental director compensation; non‑employee director compensation detailed separately .
Multi‑Year Compensation (NEO summary — Manmeet Soni)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 600,000 | 640,000 (includes $100,000 one‑time PFO bonus) | 3,511,468 (1.1M options for PFO role) | 21,021 | 4,772,489 |
| 2023 | 100,000 | — | 23,381,640 (initial 14M time‑based + 14M perf‑based grants) | 131,699 | 23,613,339 |
Outstanding Equity Awards (Manmeet Soni, as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| Oct 13, 2023 (perf‑based) | 2,800,000 | 11,200,000 | 1.68 | Oct 13, 2033 |
| Oct 13, 2023 (time‑based) | 3,500,000 | 10,500,000 | 1.68 | Oct 13, 2033 |
| Apr 2, 2024 (time‑based) | — | 1,100,000 | 3.85 | Apr 2, 2034 |
| Prior director/board option grants | 200,000; 27,273; 25,000; 25,000; 82,446; 35,000 | — | Various | Various |
Company Financial Performance Context
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | —* | —* | —* | —* |
| EBITDA ($) | (65,592,000)* | (66,826,000)* | (568,400,000)* | (234,169,000)* |
| Net Income - (IS) ($) | (61,203,000) | (62,913,000) | (565,708,000) | (231,793,000) |
Values with asterisk retrieved from S&P Global.
Compensation Structure Analysis
- Equity-heavy compensation with large option grants (time- and performance-based), with OKR-driven annual cash bonuses; no pension, SERP, or material perquisites beyond standard benefits .
- April 2025 modification removed performance conditions for outstanding perf‑based options, converting to service‑based vesting (50% immediate, 50% over three years). This eases performance hurdles, a potential red flag for pay‑for‑performance alignment and future insider selling pressure as tranches unlock .
- 280G excise tax gross‑up protection and full option acceleration on change in control are shareholder‑unfriendly features; quantified CIC value for Soni of ~$490M (including gross‑up) underscores potential windfall risk in a transaction scenario .
- The company states NEO compensation ties to non‑financial milestones (OKRs) rather than financial metrics (e.g., net income), aligning with development-stage status but limiting direct financial performance alignment .
Related Party Transactions (Soni-specific)
- Purchased $5.0M of common stock (2,976,190 shares at $1.68) via private placement on Oct 13, 2023; also purchased 44,052 shares in Sept 2024 PIPE at $22.70 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support ~97% approval, reinforcing shareholder tolerance for the current incentive design despite gross‑up and CIC provisions .
Board Service History, Committees, and Dual‑Role Implications
- Board service since Dec 2019; management director (not independent) .
- No committee roles listed for Soni; Audit chaired by Jeff Huber, Compensation by Kenneth Clark, Nominating by Kenneth Clark .
- Controlled company status (majority voting power held by Mr. Duggan). Lead Independent Director appointed (Kenneth Clark) to mitigate governance risks associated with combined CEO/Chairman roles; while Summit indicates it is not currently using all Nasdaq exemptions, it may do so in the future .
- Director compensation: salaried directors (incl. Soni) receive no additional board pay .
- Independence and oversight: Board met twice in 2024; directors attended ≥75% of meetings and annual meeting .
Risk Indicators & Red Flags
- Performance-conditioned awards modified to time-based vesting in April 2025, reducing at‑risk pay; potential misalignment with shareholder outcomes .
- Full acceleration of unvested options on CIC and presence of 280G gross‑ups (large estimated gross‑up) .
- Controlled company governance (potential to use Nasdaq exemptions), concentration of power, and reliance on Lead Independent Director for checks and balances .
- Pending derivative litigation related to 2012 Notes financing (Rainaldi Revocable Trust v. directors), though not focused on Soni specifically; may elevate governance scrutiny .
- Hedging prohibited by policy; pledging not disclosed in proxy .
Compensation Peer Group
- No explicit compensation peer group or consultant used; Compensation Committee relied on judgment, market considerations, and OKR achievement .
Expertise & Qualifications
- CPA and Chartered Accountant (India), extensive finance and operating leadership across biopharma, including CFO/COO roles and public company board experience .
Investment Implications
- Alignment: Soni has meaningful equity exposure (over 15.6M beneficial, 2.1% of class), plus insider purchases in 2023/2024—positive alignment signals .
- Near-term selling pressure: April 2025 vesting of 50% of previously perf‑based options and scheduled tranches from Oct 2025 may introduce incremental supply; monitor Form 4s and blackout windows .
- Event risk: CIC terms (full acceleration, large gross‑ups) create incentives that could favor transaction pathways; watch governance developments and litigation outcomes .
- Performance linkage: Cash bonus tied to operational OKRs and clinical progress (not financial metrics), appropriate for development stage; however, conversion of performance equity to time-based reduces pay-for-performance rigor .
- Governance: Controlled company dynamics tempered by a Lead Independent Director, but independence risks remain with multiple insiders on the board; monitor committee composition stability and director independence disclosures .