Sector: Health Care
SUMMIT THERAPEUTICS INC · Meeting: June 10, 2026
Directors FOR
7
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Election of Nine Directors
Against Analysis
Mr. Duggan is married to Dr. Zanganeh, the Co-CEO and President — a spousal relationship to the most senior executive triggers the familial relationship policy, which calls for a NO vote regardless of other qualifications; the TSR trigger does not apply here as SMMT's 3-year return of +1,472% vastly exceeds the XBI benchmark by +1,401 percentage points, well above the 65pp threshold required to trigger a vote against on TSR grounds.
Dr. Zanganeh is married to Mr. Duggan, the Co-CEO and Chairman — a spousal relationship between two directors who are also the company's two top executives raises a significant governance concern; as a non-independent insider director her election is not separately disqualified by the TSR trigger (SMMT's 3-year return of +1,472% far exceeds XBI's +71% by +1,401pp, well above the 65pp threshold), but the familial relationship policy requires a NO vote.
For Analysis
Mr. Soni is an experienced biotech CFO/COO with no overboarding concerns, attended all required meetings, and SMMT's 3-year TSR of +1,472% far exceeds the XBI benchmark by +1,401 percentage points, well above the 65pp threshold needed to trigger a vote against — no policy triggers apply.
Mr. Clark is the Lead Independent Director with deep biotech legal and governance experience, no overboarding issues, and SMMT's extraordinary 3-year outperformance of the XBI benchmark by +1,401 percentage points means the TSR trigger does not apply.
Dr. Booth brings over 30 years of biopharmaceutical R&D experience, attended all required meetings, has no overboarding concerns, and SMMT's 3-year TSR far exceeds the XBI benchmark, so no TSR trigger applies.
Dr. Cesano has extensive oncology drug development expertise and CMO experience, serves on two other public company boards which does not exceed the four-board overboarding limit, and no TSR trigger applies given SMMT's massive outperformance of XBI.
Dr. Xia is the founder and CEO of Akeso (SMMT's key licensing partner) with deep biopharmaceutical expertise; her board seat is tied to the License Agreement, attendance was satisfactory, and SMMT's 3-year TSR greatly exceeds the XBI benchmark so no TSR trigger fires.
Dr. Ronaghi joined in April 2024, which is within the 24-month new-director exemption window relative to the June 2026 meeting, making him fully exempt from the TSR trigger; he brings relevant biotech and genomics expertise with no overboarding concerns.
Mr. Huber joined in June 2024, which is within the 24-month new-director exemption window relative to the June 2026 meeting, making him fully exempt from the TSR trigger; he brings relevant healthcare and technology leadership experience and serves as Audit Committee Chair.
Vote FOR seven of nine director nominees; vote AGAINST Robert W. Duggan and Mahkam Zanganeh because they are spouses — a direct familial relationship between co-CEOs who also both sit on the board is a significant governance concern under policy; SMMT's remarkable 3-year stock return of +1,472% (versus the XBI biotech ETF's +71%) means no TSR-based vote-against trigger fires for any director.
CEO
Mahkam Zanganeh
Total Comp
$246,047,279
Prior Support
97%%
The reported total compensation for Co-CEO Mahkam Zanganeh was $246 million in 2025, driven almost entirely by a one-time accounting charge of $245 million from modifying previously performance-based stock options to remove their performance conditions and replace them with simple time-based vesting — this is exactly what policy flags as 'incentive pay disguised as fixed pay' because the executives will now receive these shares by simply staying employed rather than by achieving any performance goals. While the company notes this is a non-cash accounting restatement of previously granted options, the substantive effect is that performance conditions that had not yet been met were waived, converting at-risk pay into guaranteed pay, which directly undermines the pay-for-performance principle. Even excluding the modification charge, the underlying compensation structure raises concerns because the modification stripped meaningful performance hurdles from roughly 11 million options for Dr. Zanganeh and 11.2 million options for COO/CFO Mr. Soni, and the policy requires a NO vote when incentive grants vest regardless of outcomes.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a fee table with audit and non-audit fee amounts, so the non-audit fee ratio trigger cannot be evaluated; per policy, when fee data or tenure cannot be confirmed from available information, the default vote is FOR — PwC is a Big 4 firm appropriate for SMMT's ~$19.5B market cap, and no material restatements or other disqualifying factors are identified in the filing.
This is a four-proposal annual meeting ballot for Summit Therapeutics; the most significant issue is the Say on Pay vote, where the board's April 2025 decision to strip performance conditions from approximately 22 million previously at-risk stock options — triggering a $493 million combined accounting charge for the two co-CEOs — represents a fundamental breakdown in pay-for-performance alignment that warrants a NO vote despite the company's extraordinary stock performance. Additionally, the two Co-CEOs (who are spouses) should each receive a AGAINST director vote under the familial relationship policy, though seven other directors merit FOR votes.
