Mostafa Ronaghi
About Mostafa Ronaghi
Mostafa Ronaghi, age 56, is an independent director of Summit Therapeutics, appointed in April 2024; he serves on the Audit Committee and the Compensation Committee. He holds a Ph.D. in Biotechnology from the Royal Institute of Technology, Stockholm, and previously served as CTO/SVP at Illumina (2008–2021) and co-founded GRAIL in 2016; the Board determined he is independent under Nasdaq rules, and disclosed no related-party transactions for him under Item 404(a) . During 2024, each director attended at least 75% of Board and relevant committee meetings; the Board held two meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. | Chief Technology Officer, Senior Vice President; Executive Leadership Team member | 2008–2021 | Led genomics and sequencing innovation at scale |
| Stanford Genome Technology Center | Principal Investigator | 1999–2008 | Advanced genome technology research |
| GRAIL, Inc. | Co-founder | 2016– | Pioneered next-gen liquid biopsy platform |
| Pyrosequencing AB; ParAllele Biosciences; NextBio; Avantome; Clear Labs | Co-founder | 1997; 2001; 2004; 2008; 2014 | Built NGS/genotyping/data platforms to advance disease understanding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cellanome | Co-Founder & Executive Board Member | Current | Board role disclosed |
| Clear Labs | Board Member | Current | Private company board |
| 1Health.io | Board Member | Current | Private company board |
| CellarEye | Board Member | Current | Private company board |
| Seer, Inc. | Director | Prior | Prior public company board service |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member; Audit meets quarterly, Compensation meets as needed .
- Audit Committee composition and literacy: Members are Huber (Chair), Booth, Ronaghi; all are independent and financially literate; Huber qualifies as an Audit Committee financial expert .
- Compensation Committee: Members are Clark (Chair) and Ronaghi; both independent; Committee oversees NEO/directory pay; no external comp consultant retained .
- Independence: Board affirmatively determined Ronaghi is independent under Nasdaq rules; no Item 404(a) related-party transactions for him; standard indemnification agreement entered .
- Attendance: Board held 2 meetings in 2024; each director attended at least 75% of Board and committee meetings; directors are expected to attend annual meeting and did so in 2024 .
- Lead Independent Director: Kenneth A. Clark serves as LID with defined responsibilities .
- Controlled company context: Summit is a “controlled company” under Nasdaq rules due to majority voting power held by Robert W. Duggan; while the company does not currently use all exemptions, it may do so in future .
| Committee | Membership (Ronaghi) | Chair Role | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | None | 6 |
| Compensation | Member | None | 1 |
| Nominating & Corporate Governance | Not a member | — | 0 |
Fixed Compensation
| Component | Structure | 2024 Actual for Ronaghi |
|---|---|---|
| Board annual cash retainer | $49,900; paid quarterly | $42,917 fees earned/paid in cash |
| Committee member retainer | $6,500 per committee (Audit/Comp/Nominating) | Included in above cash fees |
| Committee chair retainer | Audit $36,700; Comp $13,000; Nominating $13,000 | Not applicable (not a chair) |
| Expense reimbursement | Reasonable out-of-pocket reimbursed | Policy in place |
Performance Compensation
| Equity Award | Grant Basis | Terms | 2024 Valuation/Status |
|---|---|---|---|
| New Director Option Grant | Granted on appointment during 2024 | 200,000 options; strike = FMV at grant; vests in four equal annual installments starting one-year from grant | Included in $752,600 option award value |
| Annual Director Option Grant | Standard annual grant | 35,000 options; strike = FMV at grant; vests in four equal quarterly installments starting Mar 31 of grant year | Prorated and vested in full on Dec 31, 2024 for new directors |
| Retainer Option Election (optional) | Director may convert cash retainer to options | Shares = cash foregone × 2.0 ÷ FMV; vests quarterly; 10-year term | Election policy available; individual election not disclosed |
| 2024 Equity Award Value (Ronaghi) | Option awards (aggregate grant-date fair value) | — | $752,600 |
| Options outstanding (12/31/2024) | Total outstanding | — | 225,315 |
| Options exercisable (12/31/2024) | Exercisable subset | — | 25,315 |
Other Directorships & Interlocks
| Connection | Detail | Governance Note |
|---|---|---|
| GRAIL | Ronaghi co-founded GRAIL (2016); Jeff Huber (Summit director) served as GRAIL Founding CEO (2016–2017) and later Vice Chairman | Potential information network benefit; Board affirms independence for both directors |
| Akeso linkage | Board member Dr. Yu (Michelle) Xia is CEO/Chairwoman of Akeso; Summit has a License Agreement with Akeso; disclosed payments/terms | Related party framework overseen by Audit Committee; Xia’s appointment per agreement |
Expertise & Qualifications
- Deep genomics and NGS technology leadership (Illumina CTO/SVP; multiple NGS companies founded) supporting scientific oversight in oncology development .
- Prior PI role at Stanford Genome Technology Center, aligning with scientific rigor and clinical technology evaluation .
- Board-level financial literacy affirmed for Audit Committee membership; Audit Committee members meet Nasdaq/SEC independence and literacy standards .
- Ph.D. in Biotechnology (Royal Institute of Technology) .
Equity Ownership
| Metric | Dec 31, 2024 | Apr 15, 2025 |
|---|---|---|
| Shares owned directly/indirectly | — | — |
| Options exercisable within 60 days | 25,315 | 84,065 |
| Total beneficial ownership | — | 84,065 (<1%) |
Policies affecting alignment:
- Insider Trading Policy prohibits short sales, options/derivatives, and hedging transactions on Company securities .
Governance Assessment
- Strengths: Independent status; dual committee memberships (Audit and Compensation) with confirmed financial literacy; attendance threshold met in 2024; no related-party transactions disclosed for Ronaghi; robust insider trading/anti-hedging policy .
- Director pay/structure: Mix of modest cash retainer and option-heavy equity grants; 2024 cash fees of $42,917 and option award grant-date value of $752,600; outstanding options suggest growing alignment via equity .
- Controlled company risk: Majority control by a single stockholder may enable future governance exemptions; investors should monitor committee independence and board processes .
- Network interlocks: Shared GRAIL history with another Summit director (Huber) creates potential information advantages; Board nevertheless affirmed independence .
- Legal overhang: A derivative suit concerning December 2022 notes (targeting certain current/former directors) is pending; while not specific to Ronaghi, it is a governance environment consideration; defendants plan to seek dismissal .
RED FLAGS (monitoring):
- Controlled company designation and potential future reliance on Nasdaq governance exemptions .
- Pending derivative litigation on historical financing—assess Board process and disclosures as case proceeds .
Positive Signals:
- Independent director with strong technical expertise and active committee roles; formal anti-hedging policy supports alignment .
- No Item 404(a) related-party exposure for Ronaghi; independence reaffirmed on appointment .