Robert Duggan
About Robert Duggan
Robert W. Duggan is Co-Chief Executive Officer and Chairman of Summit Therapeutics Inc., age 80; he has served on the board since December 2019, as Chairman since February 2020, and as Co-CEO since April 2020 . Summit is a pre-revenue biopharma; company TSR rose to a $379.57 value for a $100 investment by year-end 2024, while net loss was $221.3 million, and the company does not link NEO pay to financial metrics, focusing instead on product development milestones and OKRs . Duggan declines salary and bonus as Co-CEO and received only director-option compensation in 2024; he is also Summit’s controlling stockholder with 74.8% ownership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pharmacyclics, Inc. | Director; Chairman & CEO; largest investor | Director 2007–2015; CEO/Chair 2008–2015 | Led growth culminating in acquisition by AbbVie in May 2015 |
| Computer Motion, Inc. | Chairman; CEO | Chairman 1990–2003; CEO 1997–2003 | Merged into Intuitive Surgical in June 2003 |
| Intuitive Surgical, Inc. | Director | 2003–2011 | Board service at leading surgical robotics firm |
| Pulse Biosciences, Inc. | Chairman & Director | Since Nov 2017 | Ongoing board leadership in med-tech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Duggan Investments, Inc. | Chief Executive Officer | Since 2016 | Family office focused on biotech investments |
| UCSB Foundation | Board of Trustees member | N/A | Philanthropic/academic governance |
| Genuine First Aid, Medical Distribution Industries, Blazon, Duggan Investments Research, Deepsight | Board roles | N/A | Private company directorships |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | — | — | — |
| Bonus ($) | — | — | — |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | — | — | 158,613 (director options fully vested; 74,545 options at $2.64 strike) |
| Total ($) | — | — | 158,613 |
Duggan has declined any compensation for his Co-CEO role; his 2024 compensation reflects only director-option awards recorded within NEO disclosures .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| N/A (Duggan declined pay) | N/A | N/A | N/A | N/A | N/A |
Company-wide 2024 OKRs used to determine bonuses included patient enrollment, clinical portfolio alignment, scientific engagement, manufacturing, IP/financial/employee goals, plus a stretch enrollment goal; business achievement reached 125%, and NEOs received 150% of target bonus, but Duggan took no bonus .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 555,757,377 shares (555,680,151 common + 77,226 options exercisable) = 74.8% of outstanding |
| Options (exercisable/unexercisable) | 77,226 exercisable; no unexercised unvested options at 12/31/2024 |
| 2024–2025 insider transactions | Purchased 3,325,991 shares in a Sept 11, 2024 PIPE at $22.70/share; exercised warrants for 2,936,221 shares in Mar 2025 and 1,048,834 shares on Apr 8, 2025 at $1.58/share |
| Hedging/pledging | Hedging prohibited under Insider Trading Policy; pledging not addressed in the disclosed policy |
| Ownership guidelines | Not disclosed |
Employment Terms
| Item | Detail |
|---|---|
| Employment start dates | Director since Dec 2019; Chairman since Feb 2020; Co-CEO since Apr 2020 |
| Employment agreement | Not disclosed for Duggan – |
| Base salary/bonus | Declined salary and other compensation for Co-CEO role |
| Change-in-control | Unvested NEO options accelerate at change in control; Duggan had no unvested options at 12/31/2024 |
| Clawback | Incentive-Based Compensation Clawback Policy adopted Oct 2, 2023, applies to NEOs upon restatement |
| Non-compete/etc. | Not disclosed – |
Board Governance
- Role: Co-CEO and Chairman; board consolidates roles but appoints a Lead Independent Director (Kenneth A. Clark) to mitigate governance risks associated with dual roles .
- Independence: Summit is a Nasdaq “controlled company” because Duggan holds >50% voting power; it may elect exemptions from certain governance requirements (currently not used but used historically) .
- Committees: Duggan is not a member of the Audit, Compensation, or Nominating & Corporate Governance committees; Audit chaired by Jeff Huber; Compensation and Nominating chaired by Kenneth A. Clark .
- Board meetings and attendance: Board held 2 meetings in FY2024; all directors attended at least 75% of board and committee meetings during their service period .
| Director | Committee Memberships (FY2024) |
|---|---|
| Robert W. Duggan | None; Chairman of the Board |
| Audit Committee | Huber (Chair), Booth, Ronaghi |
| Compensation Committee | Clark (Chair), Ronaghi |
| Nominating & Corporate Governance | Clark (Chair), Booth, Cesano |
Director Compensation
- Policy: Non-salaried directors received a $49,900 annual cash retainer, committee member retainers ($6,500), and chair retainers ($36,700 Audit; $13,000 Compensation; $13,000 Nominating & Corporate Governance), plus option grants (35,000 annual; 200,000 for new directors); retainers could be converted to “Retainer Options” with a 2.0x multiplier; salaried directors are not additionally paid for board service .
- Duggan’s director compensation was reported in NEO disclosures: 74,545 fully vested options at a $2.64 strike (grant date 1/2/2024), grant date fair value $158,613 .
Related Party Transactions
| Date/Period | Transaction | Terms |
|---|---|---|
| Dec 2022–Apr 2025 | Bridge financing notes with Duggan and Zanganeh | $400M + $100M to Duggan; $20M to Zanganeh; prepaid interest through 2/15/2023 paid in shares (Duggan 9,346,434; Zanganeh 373,857) at $0.7913/share; subsequent interest at Prime+50bps then Prime+300bps; later 12% or Prime+350bps; $100M note repaid by Oct 1, 2024 with $7.3M interest; $400M note repaid via 2023 rights offering; maturity extensions disclosed . |
| Sept 11, 2024 | PIPE subscription | Duggan purchased 3,325,991 shares at $22.70/share . |
| Mar–Apr 2025 | Warrant exercises | Duggan exercised 2,936,221 warrants in Mar 2025 and 1,048,834 on Apr 8, 2025 at $1.58/share . |
| Apr 1, 2024 | Miami HQ subleases to Genius 24C Inc. and Duggan Investments Research LLC | 848 sq ft each; 62-month terms; total payments ≈$0.4M per sublease; $0.2M net sublease income recognized in 2024 . |
| Mar 17, 2025 | Pending derivative litigation on December 2022 Notes | Plaintiff challenges notes and prepaid share interest; defendants intend to move to dismiss and defend claims; notes, rights offering, and repayments detailed . |
Risk Indicators & Red Flags
- Controlled company under Nasdaq rules; potential use of governance exemptions reduces investor protections .
- Dual-role concentration: Co-CEO + Chairman; mitigated by LID but independence concerns remain; spousal relationship between Duggan and Co-CEO/President Mahkam Zanganeh may raise independence issues (board explicitly notes spouse relationship) .
- Related party financing and office subleases; ongoing legal challenge to 2022 bridge notes presents litigation risk .
- Hedging prohibited; pledging not addressed; absence of explicit pledging prohibitions is a potential alignment gap .
- Tax gross-up provisions exist for other NEOs (Zanganeh, Soni) in change-in-control, which is generally shareholder-unfriendly; Duggan’s CI economics not quantified and he had no unvested options at year-end 2024 .
Say-On-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | ~97% approval of NEO compensation |
Expertise & Qualifications
- 30+ years of venture investing and operating leadership in biotech and med-tech; led Pharmacyclics through value creation and sale; served on boards of Intuitive Surgical and Pulse Biosciences; leads a biotech-focused family office .
- Recognitions include U.S. Congressman’s Medal of Merit and Knight of the Legion of Honor; board role at UCSB Foundation .
Work History & Career Trajectory
| Organization | Role | Tenure |
|---|---|---|
| Summit Therapeutics | Director (2019–present), Chairman (since 2020), Co-CEO (since 2020) | |
| Duggan Investments | CEO (since 2016) | |
| Pharmacyclics | Director (2007–2015); Chairman & CEO (2008–2015) | |
| Computer Motion | Chairman (1990–2003); CEO (1997–2003) | |
| Intuitive Surgical | Director (2003–2011) | |
| Pulse Biosciences | Chairman & Director (since 2017) |
Additional Quantitative Details
Robert Duggan – Outstanding Options (12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 1/2/2024 | 74,545 | — | 2.64 | 1/2/2034 |
Company Pay-Versus-Performance Reference Points
| Year | Company TSR ($100 initial investment) | Net Income (Loss) ($) |
|---|---|---|
| 2021 | 57.23 | (88,602,000) |
| 2022 | 90.43 | (78,782,000) |
| 2023 | 55.53 | (614,928,000) |
| 2024 | 379.57 | (221,315,000) |
Insider Transactions – Duggan
| Date | Type | Shares | Price |
|---|---|---|---|
| Sept 11, 2024 | PIPE purchase | 3,325,991 | $22.70 |
| Mar 2025 | Warrant exercise | 2,936,221 | $1.58 |
| Apr 8, 2025 | Warrant exercise | 1,048,834 | $1.58 |
Compensation Committee Analysis
- Composition: Kenneth A. Clark (Chair) and Mostafa Ronaghi; both independent under Nasdaq rules .
- Consultant: Committee does not currently retain an executive compensation consultant .
- Director retainer option program allows cash retainer conversion to options with 2.0x multiplier, vesting quarterly; this can increase option exposure for directors and potentially align incentives with stock performance .
Investment Implications
- Alignment: Duggan’s 74.8% stake and recent PIPE participation and warrant exercises signal strong alignment; he draws no salary or cash bonus, and his 2024 director options are immaterial versus his holdings, limiting insider selling pressure from vesting events .
- Governance and control risk: Controlled-company status, dual CEO/Chairman role, and spousal co-CEO present independence concerns even with a Lead Independent Director; related-party financing and pending litigation add headline and execution risk .
- Pay-for-performance: Company compensation emphasizes clinical/regulatory OKRs rather than financial metrics; Duggan’s lack of cash pay reduces pay inflation risk for the PEO, but tax gross-ups for other NEOs are a shareholder-unfriendly precedent to monitor .
- Trading signals: Large beneficial ownership and net purchases/exercises by Duggan reduce near-term selling overhang; lack of disclosed pledging is positive, though the policy does not expressly prohibit pledging—investors should monitor for any future pledging disclosures .