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 Co-CEO Dr. Zanganeh, creating a direct familial relationship between two of the three named executive officers; the policy requires a AGAINST vote for any director with a familial relationship to senior management, particularly at the CEO level, regardless of stock performance.
Dr. Zanganeh is married to Co-CEO and Chairman Robert Duggan, creating a direct spousal relationship between the two most senior executives; the policy requires a AGAINST vote for any director with a familial relationship to senior management.
For Analysis
Mr. Soni has extensive relevant financial and operational experience in biotech, no familial relationships to management, no overboarding concerns, and the company's 3-year TSR of +604.8% far exceeds the XBI benchmark by +519.1 percentage points, well above the 80pp threshold needed to trigger a AGAINST vote.
Mr. Clark is an independent director with relevant biotech legal and strategic expertise, no overboarding issues, attended at least 75% of meetings, and the company's strong 3-year TSR of +604.8% versus XBI (gap of +519.1pp) does not trigger the underperformance threshold.
Dr. Booth is an independent director with deep biopharmaceutical drug discovery experience, no attendance issues, no overboarding, and the company's 3-year TSR far exceeds the XBI benchmark.
Dr. Cesano is an independent director with extensive oncology and clinical development expertise, no overboarding concerns, met attendance requirements, and the company's strong TSR performance versus XBI does not trigger a AGAINST vote.
Dr. Xia has substantial biopharmaceutical industry experience and joined the board in January 2023; the company's 3-year TSR of +604.8% versus XBI (gap of +519.1pp) comfortably exceeds the 80pp threshold in the positive direction, so no TSR-based AGAINST trigger applies.
Dr. Ronaghi joined the board in April 2024, which is within the 24-month new-director exemption window, exempting him from the TSR trigger entirely; he has relevant biotech and technology expertise with no overboarding or attendance concerns.
Mr. Huber joined the board in June 2024, which is within the 24-month new-director exemption window, exempting him from the TSR trigger; he has relevant healthcare and technology executive experience and serves as Audit Committee Chair with disclosed financial expertise.
AGAINST votes for Robert Duggan and Mahkam Zanganeh are warranted because they are married to each other and both serve as Co-CEOs, creating an unusually concentrated familial relationship at the very top of the company's management and board. The policy requires a AGAINST vote for any director with a familial relationship to senior management. All other seven directors pass policy screens: the company's 3-year TSR of +604.8% vastly outperforms the XBI benchmark by +519.1 percentage points (the threshold to trigger a AGAINST is 80pp below the benchmark, which is not met), newer directors are within the 24-month exemption window, and all independent directors have relevant qualifications and no overboarding issues.
CEO
Mahkam Zanganeh
Total Comp
$246,047,279
Prior Support
97%%
The proxy reports Dr. Zanganeh's 2025 total compensation at $246 million, driven almost entirely by a one-time accounting re-measurement of $245 million arising from modifying previously performance-based stock options to remove their revenue and market performance conditions — meaning options that were supposed to be earned only if the company hit specific targets were instead converted to time-based vesting that simply requires the executive to remain employed. Even setting aside the accounting mechanics, the underlying action — stripping meaningful performance conditions from incentive awards — violates a core policy principle: when a company removes real performance hurdles from equity grants, those grants become fixed pay disguised as variable pay, and the policy requires a AGAINST vote. A co-CEO base salary of $618,000 at a $12 billion market cap biotech is within a reasonable range, but the modification of hundreds of millions of dollars in option awards to remove performance requirements is a serious governance failure that overrides the otherwise positive 97% prior-year support and the company's strong 3-year stock performance.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for Summit's approximately $12 billion market cap; auditor tenure is not disclosed in the provided filing text so the tenure trigger cannot fire per policy (absence of tenure disclosure is a minor negative but does not trigger a AGAINST vote), and auditor fee data was not included in the proxy text provided so the non-audit fee ratio test cannot be applied — under the policy, the default vote is FOR absent confirmed trigger conditions.
Meeting held June 10, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jeff Huber | 99.9% | 646.7M | 511,801 | ✓ Elected |
| Mostafa Ronaghi | 99.9% | 646.6M | 601,264 | ✓ Elected |
| Robert Booth | 99.9% | 646.3M | 913,579 | ✓ Elected |
| Alessandra Cesano | 99.9% | 646.3M | 907,784 | ✓ Elected |
| Mahkam Zanganeh | 98.5% | 637.4M | 9.8M | ✓ Elected |
| Manmeet Soni | 98.4% | 636.7M | 10.5M | ✓ Elected |
| Robert W. Duggan | 98.3% | 636.4M | 10.8M | ✓ Elected |
| Yu (Michelle) Xia | 98.3% | 636.0M | 11.1M | ✓ Elected |
| Kenneth A. Clark | 96.1% | 622.1M | 25.0M | ✓ Elected |
Say on Pay
For 622.6M · Against 24.4M · Abstain 101,383
Auditor Ratification
For 677.3M · Against 85,284 · Abstain 360,222
Other Proposals
Proposal 4
Approval of an amendment to the Summit Therapeutics Inc. 2020 Stock Incentive Plan to increase the number of shares of the Company's common stock issuable under the Plan by 8,000,000 shares
This ballot presents significant governance concerns at Summit Therapeutics: the two Co-CEOs are married to each other and both serve as board directors, requiring AGAINST votes on both under the familial-relationship policy, and the compensation program warrants a AGAINST on Say on Pay because performance conditions were stripped from hundreds of millions of dollars in stock option awards in 2025, effectively converting incentive pay into guaranteed pay. The remaining seven director nominees and the PricewaterhouseCoopers auditor ratification pass policy screens without major issues, and the company's extraordinary 3-year stock price return of +604.8% versus the XBI benchmark is a genuine positive that benefits shareholders but does not cure the structural governance problems identified.
