DEF 14A 1 def14a12566010_04292021.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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SUMMIT THERAPEUTICS INC.

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SUMMIT THERAPEUTICS INC.
One Broadway, 14^th Floor,

Cambridge, Massachusetts 02142

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m. Eastern Time on June 16, 2021

Dear Summit Therapeutics Inc. Stockholder:

You are cordially invited to attend our 2021 annual meeting of stockholders (the “Annual Meeting”), which will be held on June 16, 2021 at 1:00 p.m. Eastern Time. Due to the coronavirus (COVID-19) outbreak, the Annual Meeting will be conducted virtually via live webcast. You will be able to vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SMMT 2021. Please have your notice or proxy card in hand when you visit the website. During the Annual Meeting, stockholders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement:

1. To elect five directors from the nominees named in the accompanying proxy statement to hold office until our 2022 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

3. To approve, by a non-binding advisory vote, the compensation of our named executive officers;

4. To consider, by a non-binding advisory vote, the frequency of the advisory vote on the compensation of our named executive officers; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 28, 2021 as the record date for the Annual Meeting. Only stockholders of record on April 28, 2021 are entitled to notice of and to vote at the Annual Meeting. It is important that your shares are represented and voted at the Annual Meeting. For specific voting instructions, please refer to the information provided in the proxy statement, together with your proxy card or the voting instructions you received with the proxy statement.

Your vote must be received by 11:59 p.m. Eastern Time, on Tuesday, June 15, 2021. For specific voting instructions, please refer to the information provided in the proxy statement, together with your proxy card or the voting instructions you received with the proxy statement. This proxy statement is being mailed to stockholders on or about April 29, 2021.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we request that you submit your vote via the Internet, telephone or mail.

Thank you for your continued support of Summit Therapeutics Inc.

By Order of the Board of Directors,

/s/ Robert W. Duggan

Robert W. Duggan
Chief Executive Officer and Executive Chairman
Cambridge, Massachusetts
April 29, 2021

TABLE OF CONTENTS

Page

GENERAL INFORMATION	1
QUESTIONS AND ANSWERS	1
CORPORATE GOVERNANCE	10
Overview	10
Board Leadership Structure	10
The Board of Director’s Role in Risk Oversight	10
Director Independence	11
Director Nominations	12
Code of Business Conduct and Ethics	13
Policy on Short Sales, Derivative Transactions and Hedging Transactions	13
Communication with the Board of Directors	13
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD	14
Board and Committee Meetings	14
Board Committees	16
Director Compensation	19
PROPOSAL 1: ELECTION OF DIRECTORS	21
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
AUDITOR SERVICES AND FEES	23
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	25
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	27
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	28
Policies and Procedures for Related Party Transactions	28
Related Party Transactions	29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	32
EXECUTIVE OFFICERS	34
Executive Officers	34
EXECUTIVE COMPENSATION	35
Compensation Committee Report	35
Executive Compensation	35
Outstanding Equity Awards at Fiscal Year-End	37
Narrative to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End	38
Equity Compensation Plan Information	40

AUDIT COMMITTEE REPORT	41
OTHER INFORMATION	43
Stockholder Proposals	43
Stockholders Sharing the Same Address	43
Fiscal Year 2020 Annual Report and SEC Filings	44

Proposal	Vote Required	Broker Discretionary Voting Allowed
Proposal 1: Election of directors	Plurality of votes cast	No
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021	Majority of the shares (i) entitled to vote, (ii) present (including by proxy) and (iii) voting affirmatively or negatively on the Proposal	Yes
Proposal 3: Non-binding advisory vote to approve the compensation of named executive officers	Majority of the shares (i) entitled to vote, (ii) present (including by proxy) and (iii) voting affirmatively or negatively on the Proposal	No
Proposal 4: Non-binding advisory vote to determine the frequency of holding an advisory vote on the compensation of named executive officers	Plurality of votes cast	No

Name	Age	Position
Robert W. Duggan	77	Chief Executive Officer and Executive Chairman
Mahkam Zanganeh	50	Director and Chief Operating Officer
Rainer Erdtmann	57	Director
Ujwala Mahatme	56	Director
Manmeet S. Soni	43	Director

Name of Director	Audit	Compensation	Nominating and Corporate Governance
Robert W. Duggan
Mahkam Zanganeh
Rainer Erdtmann⁽¹⁾	X	X	X (Chair)
Ujwala Mahatme⁽²⁾	X
Manmeet S. Soni⁽³⁾	X (Chair)	X (Chair)	X

Number of Meetings Held during 2020	6	2	1

Name	Fees earned or paid in cash ($)	Option Awards ($)⁽¹⁾	Total ($)
Rainer Erdtmann	46,525	475,772	522,297
Ujwala Mahatme	22,769	426,625	449,394
Manmeet S. Soni	90,566	55,942	146,508

Name	Aggregate Number of Stock Options Outstanding as of December 31, 2020	Aggregate Number of Stock Options Exercisable as of December 31, 2020
Rainer Erdtmann	227,273	-
Ujwala Mahatme	213,340	13,340
Manmeet S. Soni	227,273	50,000

Fee Category	Year ended December 31, 2020		Eleven months ended December 31, 2019
Audit Fees	$	515	$	334
Audit-related Fees		629		427
Tax Fees		—		48
All Other Fees		3		28
Total	$	1,147	$	837

Name and address of beneficial owner	Number of Shares Owned ⁽¹⁾		Right to Acquire Shares ⁽²⁾		Total Beneficial Ownership		Percent of Class ⁽³⁾
5% Stockholders:
Robert W. Duggan ⁽⁴⁾		56,296,533		3,985,055		60,281,588		69.36	%
Mahkam Zanganeh⁽⁵⁾		4,358,783		1,124,499		5,483,282		6.52	%
Polar Capital Holdings Plc⁽⁶⁾		5,613,853		186,147		5,800,000		6.98	%

Named executive officers and directors:
Robert W. Duggan		56,296,533		3,985,055		60,281,588		69.36	%
Mahkam Zanganeh		4,358,783		1,124,499		5,483,282		6.52	%
Michael Donaldson⁽⁷⁾		—		116,868		116,868		*
Rainer Erdtmann⁽⁸⁾		—		77,273		77,273		*
Ujwala Mahatme⁽⁹⁾		—		13,340		13,340		*
Manmeet S. Soni⁽¹⁰⁾		—		77,273		77,273		*

All executive officers and directors as a group (7 people)		60,655,316		5,430,905		66,086,221		74.79	%

Name and principal position	Year			Salary ($)		Bonus ($)		Option Awards⁽¹⁾ ($)		All Other Compensation ($)			Total ($)
Robert W. Duggan,		2020			—		—		—		—			—
Chief Executive Officer and Executive Chairman ⁽²⁾		2019			—		—		—		—			—

Michael Donaldson,		2020			206,731		79,859		665,220		9,608	⁽⁵⁾		961,418
Chief Financial Officer

Mahkam Zanganeh,		2020			49,615		—		476,316		1,381	⁽⁶⁾		527,312
Director and Chief Operating Officer ⁽³⁾

Glyn Edwards,		2020			137,855		3,209		—		480,728	⁽⁷⁾		621,822
Former Chief Executive Officer and Director ⁽⁴⁾		2019	⁽¹⁰⁾		378,149		2,552		459,301		31,906	⁽⁸⁾		871,908

Ventzislav Stefanov,		2020			290,718		—		277,508		106,597	⁽⁹⁾		674,823
Former Executive Vice President, President of Discuva and Director ⁽⁴⁾

				Option Awards
				Number of securities underlying outstanding options
Name	Grant date			Exercisable		Unexercisable		Unexercisable and Unearned		Option exercise price ($/sh)		Option expiration date
Robert W. Duggan					—		—		—		—		—
Michael Donaldson		06/08/2020	⁽¹⁾		42,239		257,761		—	$	3.52		06/08/2030
		06/08/2020	⁽²⁾		—		—		300,000	$	3.52		06/08/2030
Mahkam Zanganeh		11/11/2020	⁽³⁾		—		200,000		—	$	3.71		11/11/2030
		11/11/2020			3,323		—		—	$	3.71		11/11/2030
		11/22/2020	⁽⁴⁾		—		—		2,400,000	$	4.40		11/22/2030
Glyn Edwards		05/10/2012			30,009		—		—	$	3.90		06/18/2021
		01/31/2013			14,594		—		—	$	1.30		06/18/2021
		12/18/2013			15,272		—		—	$	1.30		06/18/2021
		06/23/2016			22,115		—		—	$	0.07		06/18/2021
Ventzislav Stefanov		05/01/2020			27,273		—		—	$	3.30		02/19/2021
		05/01/2020			96,824		—		—	$	3.30		05/19/2021

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights ($)		Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
Equity compensation plans approved by security holders ⁽¹⁾		9,262,391	$	3.51		5,650,091
Equity compensation plans not approved by security holders ⁽²⁾		559,787	$	1.44		—

SEC Form DEF 14A filed by Summit Therapeutics plc