Yu (Michelle) Xia
About Yu (Michelle) Xia
Founder, Chairwoman, President, and CEO of Akeso, Inc.; age 58; appointed to Summit Therapeutics’ Board in January 2023 pursuant to Summit’s license agreement with Akeso . Ph.D. in molecular biology and microbiology (Newcastle University, 1994), postdoctoral research at University of Glasgow (1993–1996) and cancer immunotherapy research at University of Louisville School of Medicine (1996–2000) . Over 28 years in biopharma and academic research with deep oncology, CMC, and biologics manufacturing experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Bioscience Inc. | Senior leadership; platform, team building, JV with Pfizer (Pfizer-Crown Asian Cancer Research Centre) | Prior to founding Akeso (2012) | Built preclinical platform; strategic JV formation |
| PDL BioPharma, Inc. | Senior Scientist & Group Leader | 2006–2008 | Oversaw CMC, process development, manufacturing of protein/antibody drugs |
| Bayer Corporation (U.S.) | Senior Process Development Scientist | 2006 | CMC/process development oversight |
| Axys Pharmaceuticals, Inc. | Scientific & Managerial roles in drug discovery | Dec 2000–Dec 2005 | Led programs from target validation through IND-enabling studies |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Akeso, Inc. | Chairwoman, President & CEO | Not specified in proxy | Controls voting over ~28.9% of Akeso’s ordinary shares per Form 5; Akeso holds ~31.5M SMMT shares |
| Chinese industry bodies | Member/committee roles | — | Roles in antibody and biotech associations; industry recognition (Forbes lists in 2020, 2023) |
Board Governance
- Independence: Not listed among the Board’s independent directors under Nasdaq rules; independent directors are Clark, Booth, Cesano, Ronaghi, Huber (five of nine) . Xia was appointed to the Board under the Akeso license agreement, indicating a related-party nexus .
- Committees: No committee assignments (not on Audit, Compensation, or Nominating & Corporate Governance) .
- Lead Independent Director: Kenneth A. Clark; leads executive sessions of independent directors and facilitates governance oversight .
- Attendance: Board met 2 times in FY2024; each director attended at least 75% of Board/committee meetings, and all current members attended the 2024 annual stockholder meeting .
- Controlled Company: Summit is a Nasdaq “controlled company” due to majority voting power held by Robert W. Duggan; may rely on certain governance exemptions (currently not in use, but used in past and may again) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $49,900 | Standard non-salaried director retainer, paid quarterly |
| Committee fees | $0 | Not a member/chair of any committee |
| Option awards (grant-date fair value) | $507,344 | New director grant; vesting over four equal annual installments |
| Total | $557,244 | Sum of cash and equity grant-date fair values |
Compensation program notes for non-employee directors: annual grant of 35,000 options vesting quarterly; new director grants of 200,000 options vesting in four annual installments; exercise price equals fair market value on grant date; optional “Retainer Option” election allows conversion of cash retainer to options at a 2.0x multiplier, vesting quarterly, 10-year term .
Performance Compensation
| Metric/Instrument | Grant date | Quantity | Vesting | Exercise price basis | Grant-date fair value |
|---|---|---|---|---|---|
| New Director Stock Options | 1/2/2024 | 200,000 | 4 equal annual installments starting 1-year anniversary | FMV on grant date | Included in $507,344 total option awards |
| Annual Director Stock Options | 2024 program | 35,000 | 4 equal quarterly installments (first on March 31) | FMV on grant date | Part of standard program (value not separately disclosed) |
- No director performance metrics disclosed (e.g., revenue/TSR) tied to director pay; director equity for non-salaried members is time-based .
Other Directorships & Interlocks
| Company | Role | Summit Relationship | Transaction Detail |
|---|---|---|---|
| Akeso, Inc. | Chairwoman, President & CEO | Partner via License Agreement for ivonescimab; Xia appointed to Summit’s Board per agreement | $500M upfront (part stock), with Akeso electing 10M SMMT shares and cash; additional $15M upfront in 2024 for territory expansion; up to $55M commercial milestones; $39.2M paid to Akeso in 2024, $2.5M in 2023; ~$4.0M accrued at 12/31/2024 |
Expertise & Qualifications
- Oncology and biologics: Led CMC, process development, manufacturing for protein/antibody drugs; deep oncology portfolio leadership .
- Company-building: Founding CEO of Akeso; strategic partnerships (Pfizer JV); platform and team construction .
- Academic credentials: Ph.D.; postdoctoral and translational cancer immunotherapy research experience .
- Industry recognition: Forbes Powerful Women in Technology (2020), Forbes China Top 100 Women in Business (2023) .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | Total Beneficial | % of Class |
|---|---|---|---|---|
| Yu (Michelle) Xia | 31,523,530 (via Akeso) [disclaimed except pecuniary interest] | 95,110 | 31,618,640 | 4.3% |
Director option status at 12/31/2024:
- Options outstanding: 235,000; exercisable: 35,000 (implies 200,000 unexercisable) .
Insider filings:
- Form 5 reference: Xia exercises voting rights over ~28.9% of Akeso’s ordinary shares per Form 5 filed February 14, 2024 (context for control over Akeso, which holds SMMT shares) .
Governance Assessment
- Strengths: Adds substantial oncology and biologics development expertise; strategic partner perspective to Summit’s ivonescimab program; experienced operator with JV and platform-building credentials .
- Alignment: Significant economic linkage via Akeso’s ~31.5M SMMT shares; director equity grants align with long-term value creation; Summit prohibits director hedging/derivatives, supporting alignment .
- Concerns/RED FLAGS:
- Independence: Not classified as independent; appointed under Akeso license agreement—ongoing related-party exposure .
- Related-party transactions: Material recurring payments to Akeso ($39.2M in 2024; $2.5M in 2023), added $15M upfront for expanded territories; further milestone obligations up to $55M—requires vigilant Audit Committee oversight .
- Controlled company status: Board may use Nasdaq governance exemptions; reduces certain shareholder protections if re-elected to rely on exemptions .
- Committee engagement: No committee roles; limits direct involvement in audit/compensation/nominating controls .
- Litigation environment: Derivative suit filed March 17, 2025 targeting December 2022 notes to insiders (Duggan/Zanganeh); while not naming Xia, signals elevated governance scrutiny and related-party sensitivity around Summit’s financing and transactions supporting Akeso deal .
- Attendance/engagement: Met baseline attendance (≥75%) and attended 2024 annual meeting; suggests acceptable engagement .
Overall implication: Xia’s technical and strategic expertise is valuable to Summit’s oncology strategy, but her non-independent status and deep Akeso interlocks represent ongoing conflict risk. Investors should monitor Audit Committee review of Akeso-related payments, enforce strict related-party policies, and consider the absence of committee roles when assessing Board effectiveness and checks-and-balances .