DEF 14A of Summit Therapeutics Inc., Apr 29, 2025

DEF 14A of Summit Therapeutics Inc.

Filed Apr 29, 2025 · FY20240001599298-25-000075

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors has nominated Robert W. Duggan, Mahkam Zanganeh, Manmeet Soni, Kenneth A. Clark, Robert Booth, Alessandra Cesano, Yu (Michelle) Xia, Mostafa Ronaghi, and Jeff Huber for election at the Annual Meeting with terms expiring at the 2026 annual meeting of stockholders. Please refer to “Board of Directors and Committees of the Board” section below for the nominees’ biographies. The director nominees, if elected, will serve until the 2026 annual meeting, or until their earlier resignation or removal. Each director nominee has indicated a willingness to serve if elected. The nine nominees receiving the highest number of votes will be elected at the Annual Meeting. In the event a nominee is unable or declines to serve as a director, the proxies will be voted at the Annual Meeting for any nominee who may be designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a director. Summary information regarding our nominees is set forth below.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Robert W. Duggan | 80 | Co-Chief Executive Officer & Chairman of the Board of Directors of Summit Therapeutics Inc.; Chief Executive Officer of Duggan Investments, Inc. | 2019 | | Mahkam Zanganeh | 54 | Co-Chief Executive Officer, President & Director of Summit Therapeutics Inc.; Founder and Chief Executive Officer of Maky Zanganeh and Associates | 2020 | | Manmeet Soni | 47 | Chief Operating Officer, Chief Financial Officer and Director of Summit Therapeutics Inc. | 2019 | | Kenneth A. Clark | 66 | Member of Wilson Sonsini Goodrich & Rosati, P.C.; Partner, TCG Labs Management, L.P. | 2021 | | Robert Booth | 71 | Retired Executive and Professor; Board Member | 2022 | | Alessandra Cesano | 64 | Chief Medical Officer of ESSA Pharma | 2022 | | Yu (Michelle) Xia | 58 | Chief Executive Officer and Chairwoman of Akeso, Inc. | 2023 | | Mostafa Ronaghi | 56 | Co-Founder and Executive Board Member of Cellanome | 2024 | | Jeff Huber | 56 | Co-founder and Managing Director of Triatomic Capital Private L.P. | 2024 |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    There is no family relationship among any of the nominees, directors and/or any of our NEOs, with the exception of Mr. Duggan and Dr. Zanganeh, who are spouses. Our NEOs serve at the discretion of the Board of Directors. Further information about our directors is provided in the “Board of Directors and Committees of the Board” section below. The election of directors requires a plurality of the votes cast by the stockholders entitled to vote at the Annual Meeting. Withheld votes and broker non-votes will have no effect on approval of the election of directors. Shares of common stock represented by executed, but unmarked, proxies will be voted in favor of the each director nominee; provided that, if you hold your shares of our common stock through a broker-dealer, bank nominee, custodian or other securities intermediary, the intermediary will not vote those shares for the director nominees unless you give the intermediary specific voting instructions on a timely basis directing the intermediary to vote in such manner.

  4. Members of the Board of Directors

    Members of the Board of Directors The names of our director nominees and directors, their ages and certain other information about them are set forth below:

  5. Members of the Board of Directors

    | Name | Age | Position | | Robert W. Duggan | 80 | Co-Chief Executive Officer and Chairman of the Board of Directors | | Mahkam Zanganeh | 54 | Co-Chief Executive Officer, President, and Director | | Manmeet Soni | 47 | Chief Operating Officer, Chief Financial Officer and Director | | Kenneth A. Clark | 66 | Lead Independent Director | | Robert Booth | 71 | Director | | Alessandra Cesano | 64 | Director | | Yu (Michelle) Xia | 58 | Director | | Mostafa Ronaghi | 56 | Director | | Jeff Huber | 56 | Director |

  6. Members of the Board of Directors

    The principal occupations and positions and directorships for at least the past five years of our directors and director nominees, as well as certain information regarding their individual experience, qualifications, attributes and skills that led our Board of Directors to conclude that they should serve on the Board of Directors, are described below. There are no family relationships among any of our directors or NEOs, with the exception of Mr. Duggan and Dr. Zanganeh, who are spouses. Robert W. Duggan, age 80, has served as a member of our Board of Directors since December 2019, Chairman of the Board of Directors since February 2020, and Co-Chief Executive Officer since April 2020. Since 2016, Mr. Duggan has been Chief Executive Officer of Duggan Investments, Inc., a family office of Mr. Duggan’s dedicated to research and administration of his personal investments primarily in the field of biotech focused on patient-friendly breakthrough solutions to complex diseases of aging. From September 2007 through the acquisition by AbbVie Inc. (“AbbVie”) in May 2015, Mr. Duggan was a member of the board of directors of Pharmacyclics, Inc., a patient-friendly, science-based, employee-driven developer of small-molecule medicines for the treatment of cancers. Mr. Duggan was also the Chairman and Chief Executive Officer of Pharmacyclics from September 2008 to May 2015 as well as its largest investor. From 1990 to 2003, Mr. Duggan was chairman of the board of directors of Computer Motion, Inc. From 1997 to 2003, Mr. Duggan also served as Chief Executive Officer of Computer Motion. In June 2003, Computer Motion merged with Intuitive Surgical Inc. Mr. Duggan has been a director and the chairman of the board of directors of Pulse Biosciences, Inc. since November 2017. Mr. Duggan also serves on multiple boards of directors of private companies, including Genuine First Aid International, Medical Distribution Industries, Blazon Corporation, Duggan Investments Research and Deepsight. From 2003 to 2011, Mr. Duggan served on the board of directors of Intuitive Surgical. Mr. Duggan received a U.S. Congressman’s Medal of Merit from Ron Paul in 1985 and in 2000 he was named a Knight of the Legion of Honor by President Jacques Chirac of France. He is a member of the University of California at Santa Barbara Foundation board of trustees. We believe Mr. Duggan is qualified to serve on our Board of Directors because of his significant combined service as Chief Executive Officer of an innovative biopharmaceutical company and career spanning over 30 years as a venture investor and advisor for a broad range of companies, and extensive expertise in vision, strategic development, planning, finance and management. Mahkam Zanganeh, age 54, has served as a member of our Board of Directors since November 2020 and as Co-Chief Executive Officer and President since July 2022. Dr. Zanganeh previously served as the Company’s Chief Operating Officer from November 2020 to July 2022. Dr. Zanganeh is Founder, Chief Executive Officer and Director of Maky Zanganeh and Associates, an executive management and consulting firm founded in 2015. Additionally, Dr. Zanganeh serves as Managing Member of Shaun Zanganeh Investments, LLC. Previously, from August 2012 to September 2015, she served as the Chief Operating Officer of Pharmacyclics Inc. She also served as Chief of Staff and Chief Business Officer of Pharmacyclics from December 2011 to July 2012 and Vice President, Business Development from August 2008 to November 2011. Prior to joining Pharmacyclics Inc., Dr. Zanganeh served as President Director General (2007-2008) for the French government bio-cluster project initiative in France, establishing alliances and developing small life science businesses regionally. From September 2003 to August 2008, Dr. Zanganeh served as Vice President of Business Development for Robert W. Duggan & Associates. Dr. Zanganeh also served as worldwide Vice President of Training & Education (2002-2003) and President Director General for Europe, Middle East and Africa (1998-2002) for Computer Motion Inc. Dr. Zanganeh has been a member of the Board of Directors of Pulse Biosciences, Inc. since February 2017. Dr. Zanganeh also served on the board of directors of RenovoRX from 2018 until 2021. Dr. Zanganeh received a DDS degree from Louis Pasteur University in Strasbourg, France and MBA from Schiller International University in France. We believe Dr. Zanganeh is qualified to serve on our Board of Directors because of her years of executive and operational experience in the life sciences industry. Manmeet Soni, age 47, has served as a member of our Board of Directors since December 2019, as Chief Operating Officer since October 2023 and as Chief Financial Officer since April 2024. From February 2022 to October 2023, Mr. Soni was the President, Chief Operating Officer and Chief Financial Officer of Reata Pharmaceuticals, Inc. (“Reata”), a pharmaceutical company focused on developing and commercializing novel therapeutics for the treatment of severe or life-threatening diseases, until its acquisition by Biogen, Inc. in October 2023. Mr. Soni joined Reata in August 2019 as Chief Financial Officer, Executive Vice President and was promoted in June 2020 to Chief Operating Officer and Chief Financial Officer, Executive Vice President of Reata. Prior to joining Reata, Mr. Soni was the Senior Vice President and Chief Financial Officer of Alnylam Pharmaceuticals Inc. from 2017 to 2019. Prior to that, Mr. Soni served as Executive Vice President, Chief Financial Officer and Treasurer of ARIAD Pharmaceuticals, Inc., a biopharmaceutical company, when it was acquired by Takeda Pharmaceutical Company Limited. Previously, he served as Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company, until its acquisition by AbbVie in 2015. Prior to joining Pharmacyclics, Mr. Soni worked at Zeltiq Aesthetics Inc., a publicly held medical technology company which was acquired by Allergan Inc. (acquired by Abbvie). Prior to Zeltiq, Mr. Soni worked at PricewaterhouseCoopers in the life science and venture capital group. Mr. Soni currently serves as a member of the board of directors of Pulse Biosciences, Inc. since November 2017 and previously served as a member of the board of directors of Arena Pharmaceuticals, Inc. (acquired by Pfizer, Inc.). Mr. Soni is a Certified Public Accountant and Chartered Accountant (India). We believe Mr. Soni is qualified to serve on our Board of Directors because of his extensive experience in the life sciences industry and his financial and accounting expertise. Kenneth A. Clark, age 66, has served on our Board of Directors since October 2021. Mr. Clark is a partner of Wilson Sonsini Goodrich & Rosati P.C., where he advises biotech companies on strategic partnerships, mergers and acquisitions, financing transactions and operational matters. He is also a partner of TCG Labs, a venture capital fund affiliated with The Column Group. Mr. Clark has previously served as a member of the boards of directors for multiple publicly traded companies, including Pulse BioSciences, Inc. and Pharmacyclics, Inc, and is currently a director of Acurex Biosciences. Mr. Clark received his undergraduate degree from Vanderbilt University and a juris doctorate from the University of Texas School of Law. The Board of Directors has determined that Mr. Clark qualifies as an independent director under applicable Nasdaq rules. We believe Mr. Clark is qualified to serve on our Board of Directors because of his expertise in business consulting, deal transactions, financing, and corporate law in the biotechnology sector.

  7. Members of the Board of Directors

    Robert Booth, age 71, has served on our Board of Directors since September 2022. Dr. Booth has spent more than 30 years in the biopharmaceutical industry, From 2019 until 2021, Dr. Booth served as Executive Chairman of Myoforte Therapeutics. Additionally, Dr. Booth served as Founder and Chief Executive Officer of Virobay Inc. from 2010 until 2019. Prior to Virobay, Dr. Booth was the Chief Scientific Officer at Celera Genomics, where he was responsible for all discovery and development activities. At Celera, Dr. Booth conceived and initiated the BTK inhibitor program that was ultimately licensed to Pharmacyclics and from which IMBRUVICA® (ibrutinib) was developed and approved. Dr. Booth served on the board of directors of Pharmacyclics until its acquisition by AbbVie. Prior to Celera, Dr. Booth was Senior Vice President for Roche in Palo Alto, California, where he was a member of the global research management team and the business development committee, which oversaw licensing opportunities. Dr. Booth currently serves on the boards of Acurex Biosciences, Thryv Therapeutics, and Maxymune Therapeutics, private companies that are focused on neurodegenerative, cardiovascular, and immune-related diseases, respectively. Dr. Booth additionally served on the board of Cymabay Therapeutics, a public biotech company from 2016 until 2020, Glialogix Therapeutics, a private biotech company from 2013 until 2022, and Myoforte Therapeutics, a private biotech company from 2019 until 2021. Dr. Booth received his BSc and PhD in biochemistry from the University of London. The Board of Directors has determined that Dr. Booth qualifies as an independent director under applicable Nasdaq listing rules. We believe Dr. Booth is qualified to serve on our Board of Directors because of his expertise and experience in drug discovery and development and the life sciences industry. Alessandra Cesano, age 64, has served as a member of our Board of Directors since November 2022. Dr. Cesano has 27 years of experience in research and development in both drug and diagnostic companies ranging from large, global biopharma to private, venture-backed companies, and currently serves as Chief Medical Officer of ESSA Pharma. Prior to ESSA, Dr. Cesano was the Chief Medical Officer at NanoString Inc., where she built and led the Immuno-Oncology program and the diagnostic pipeline. Prior to NanoString, she was Chief Medical Officer for Cleave Biosciences. At Cleave Biosciences, Dr. Cesano led the successful filing of two Investigational New Drug (“IND”) Applications for a clinical candidate and led two Phase I trials in Multiple Myeloma and solid tumors. Dr. Cesano has global full-phase development and regulatory experience with large and small molecules and had a substantive and lead role in two approved drugs – Kepivance® (palifermin) and Vectibix® (panitumumab). Dr. Cesano currently serves on the board of directors at Puma Biotechnology, Inc., a public company and Zymeworks Inc., a public company. She received her PhD in tumor immunology and her MD from the University of Turin. The Board of Directors has determined that Dr. Cesano qualifies as an independent director under applicable Nasdaq listing rules. We believe Dr. Cesano is qualified to serve on our Board of Directors because of her expertise in the biopharmaceutical industry focused on oncology. Yu (Michelle) Xia, age 58, has served as a member of our Board of Directors since January 2023. Dr. Xia is the founder of Akeso, Inc. (“Akeso”), and has been the chairwoman, president and CEO of the Company since its inception in 2012. Dr. Xia has over 28 years of experience in the pharmaceutical industry and academic research. Prior to founding Akeso, Dr. Xia held senior leadership roles at Crown Bioscience Inc., where she played a decisive role in constructing its platform, building its team, setting and implementing its strategies, and forging its joint venture with Pfizer (the Pfizer-Crown Asian Cancer Research Centre). From 2006 to 2008, Dr. Xia served as a senior scientist and group leader at PDL BioPharma, Inc. (later acquired by AbbVie). In 2006, Dr. Xia served as a senior process development scientist at Bayer Corporation in the U.S. At both PDL BioPharma and Bayer, Dr. Xia oversaw CMC, process development and manufacturing of therapeutic protein and antibody drugs. Dr. Xia began her pharmaceutical career at Axys Pharmaceuticals, Inc. (later acquired by Celera Genomics), where she held both scientific and managerial roles in drug discovery programs from December 2000 to December 2005, overseeing a broad range of activities from target validation through IND-enabling studies. Dr. Xia earned her Ph.D. degree in molecular biology and microbiology from Newcastle University in the U.K. in 1994. Dr. Xia completed her postdoctoral research training at the University of Glasgow in the U.K. from 1993 to 1996, and she also conducted the cancer immune therapy research at the University of Louisville School of Medicine in the U.S. from 1996 to 2000. Over the years, Dr. Xia has held important roles in numerous influential organizations, including as a member of the Special Committee for Monoclonal Antibody of the China Medicinal Biotech Association, a committee member of the Special Committee for Science and Technology Innovation of China Overseas Returnee Entrepreneur Investment Association, an advisory committee member of the Chinese Antibody Society, and a director of Tongxieyi Antibody Talent Club. Dr. Xia has also received numerous awards and recognitions for her contributions to both the pharmaceutical industry and commercial enterprises. Most recently, Dr. Xia was selected into Forbes’ Powerful Women in Technology in 2020 and in 2023 was named by Forbes China as a Top 100 Women in Business in China. We believe Dr. Xia is qualified to serve on our Board of Directors because of her extensive experience in the biopharmaceutical industry, including in oncology. Dr. Xia was appointed to the Board of Directors in accordance with the Company’s License Agreement with Akeso. Mostafa Ronaghi, age 56, has served as a member of our Board of Directors since April 2024. Dr. Ronaghi is the Co-Founder and Executive Board Member of Cellanome. Prior to founding Cellanome, he was Chief Technology Officer, Senior Vice President, and member of the Executive Leadership Team at Illumina, Inc. (Nasdaq: ILMN) from 2008 to 2021. While at Illumina, in 2016, Dr. Ronaghi co-founded GRAIL, a next-gen liquid biopsy platform for cancer detection. Prior to Illumina, Dr. Ronaghi was Principal Investigator at the Stanford Genome Technology Center from 1999 to 2008. Throughout his prolific career, Dr. Ronaghi co-founded several other companies, including Pyrosequencing AB in 1997, ParAllele Biosciences in 2001, NextBio in 2004, Avantome in 2008, and Clear Labs in 2014, each of which sought to increase the understanding of particular diseases through next-generation sequencing (NGS), advanced genotyping, or other advanced technology. Dr. Ronaghi currently serves on the board of multiple private companies, including Cellanome, Clear Labs, 1Health.io and CellarEye. Additionally, Dr. Ronaghi previously served on the board of a public company Seer, Inc. Dr. Ronaghi holds a Ph.D. in Biotechnology from Royal Institute of Technology in Stockholm, Sweden. The Board of Directors has determined that Dr. Ronaghi qualifies as an independent director under applicable Nasdaq listing rules. We believe Dr. Ronaghi is qualified to serve on our Board of Directors because of his decades of experience in the biotech industry.

  8. Members of the Board of Directors

    Jeff Huber, age 56, has served as a member of our Board since June 2024. Mr. Huber is the co-founder of Triatomic Capital Private LP, a private investing firm, and has served as its Managing Director since 2022. From 2016 to 2021, Mr. Huber served as Vice Chairman of GRAIL, Inc., a life sciences company focused on cancer early detection, including serving as the Founding Chief Executive Officer from 2016-2017. From 2003 to 2016, Mr. Huber served as Senior Vice President of Alphabet Inc. (formerly Google Inc.). From 2001 to 2003, Mr. Huber served as Vice President of Architecture and Systems Development at eBay Inc., an e-commerce company. Prior to joining eBay, he was Senior Vice President of Engineering at Excite@Home. Mr. Huber currently sits on the board of directors of Electronic Arts Inc. a public company and Upstart Holdings Inc., a public company. Mr. Huber is also a board member for several private companies, including Mammoth Bio, d-Matrix, Manifold Bio, Openwater, Genalyte and Weta Digital. Mr. Huber served on the board of directors of Aldevron, a private company, from 2019 through 2021 and served on the board of directors of Zapata Computing Holdings Inc., a public company, from 2021 through 2024. Mr. Huber holds a B.S. in Computer Engineering from the University of Illinois and an M.B.A. from Harvard Business School. The Board of Directors has determined that Mr. Huber qualifies as an independent director under applicable Nasdaq listing rules. We believe Mr. Huber is qualified to serve on our Board of Directors because of his executive leadership experience in healthcare and technology.

  9. Director Compensation

    Director Compensation Salaried directors are not compensated for Board of Directors services in addition to their regular employee compensation. For 2024, the non-salaried members of the Board of Directors were compensated as follows: Equity Compensation Annual Grant: Each non-employee director received a stock option annual grant to purchase 35,000 shares of common stock, at a strike price equal to the fair market value of the common stock on the grant date, which vest in four equal quarterly installments, with the first such installment occurring on March 31 in the year of grant. New Director Grant: Each new non-employee director appointed during 2024 received a stock option grant to purchase 200,000 shares of common stock, at a strike price equal to the fair market value of the common stock on the grant date, which vest in four equal annual installments, with the first such installment occurring on the one-year anniversary of the grant date. Each new non-employee director appointed during 2024 was also granted a prorated stock option annual grant for their service during the year, at a strike price equal to the fair market value of the common stock on the grant date, which vested in full on December 31, 2024. Cash Compensation Each non-salaried member of the Board of Directors received the following cash compensation (the “Retainer Cash Payments”): •an annual retainer for each member of the Board of Directors of $49,900 paid in equal quarterly installments; •the members of our Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive an additional annual retainer of $6,500 for their service on each committee; and •the Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive annual retainers of $36,700, $13,000, and $13,000, respectively. For 2024, each non-salaried director could elect to convert all or a portion of his or her Retainer Cash Payments into a number of options (the “Retainer Option,” and such election, a “Retainer Option Election”). The number of shares subject to a Retainer Option will be equal to (i) the product of (A) the dollar value of the aggregate Retainer Cash Payments that the non-salaried director elects to forego over the course of a specified period covered by a Retainer Option Election in favor of receiving a Retainer Option multiplied by (B) 2.0 (the “Retainer Option Multiplier”), divided by (ii) the fair market value of a share on the date of grant of the Retainer Option, provided that the number of shares covered by such Retainer Option shall be rounded to the nearest whole share. The Retainer Options shall be awarded annually and vest in four equal quarterly installments on March 31, June 30, September 30 and December 31 following the Retainer Option Election, subject to the director remaining as a non-salaried director on each such vesting date, with such Retainer Options to have a ten year term. The election must have been made by December 31 of the preceding year. We reimbursed our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors. 2024 Director Compensation Table The following table sets forth information concerning compensation paid or earned for services rendered to us by the non-salaried members of our Board of Directors for the fiscal year ended December 31, 2024. Dr. Zanganeh and Mr. Soni do not receive any compensation for their services rendered to us as members of our Board of Directors. Compensation paid to Mr. Duggan as a member of our Board of Directors is included in the section entitled, “Executive Compensation – Summary Compensation Table” and excluded from the table below:

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Kenneth A. Clark(2) | 95,499 | 3,756,151 | 3,851,650 | | Robert Booth | — | 175,861 | 175,861 | | Alessandra Cesano | 28,200 | 119,926 | 148,126 | | Yu (Michelle) Xia(3) | 49,900 | 507,344 | 557,244 | | Mostafa Ronaghi | 42,917 | 752,600 | 795,517 | | Jeff Huber | 39,055 | 1,507,113 | 1,546,168 | | Ujwala Mahatme(4) | — | 186,338 | 186,338 |

  11. Director Compensation

    (1)Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our directors. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements. (2)On October 11, 2024, Mr. Clark received a stock option grant to purchase 200,000 shares of common stock in connection with his appointment to the Strategic Advisory Committee of the Board, at a strike price equal to the fair market value of the common stock on the grant date, which shall vest in four equal annual installments, with the first such installment occurring on the one-year anniversary of the grant date. (3)On January 2, 2024, Dr. Xia received a stock option grant to purchase 200,000 shares of common stock, at a strike price equal to the fair market value of the common stock on the grant date, which vests in four equal annual installments, with the first such installment that occurred on the one-year anniversary of the grant date. (4)Effective June 12, 2024, Ujwala Mahatme resigned from the Board of Directors of the Company. Ms. Mahatme’s resignation from the Board was not due to any disagreement with the Company regarding the Company’s operations, policies or practices. At the date of the resignation, half of Ms. Mahatme’s 2024 option award was cancelled which represented a grant date fair value of $93,169. The aggregate number of shares subject to stock options outstanding and exercisable on December 31, 2024 for each non-employee director is as follows:

  12. Director Compensation

    | Name | Aggregate Number of Stock Options Outstanding as of December 31, 2024 | Aggregate Number of Stock Options Exercisable as of December 31, 2024 | | Kenneth A. Clark | 674,652 | 424,652 | | Robert Booth | 356,601 | 256,601 | | Alessandra Cesano | 311,879 | 211,879 | | Yu (Michelle) Xia | 235,000 | 35,000 | | Mostafa Ronaghi | 225,315 | 25,315 | | Jeffrey Huber | 217,883 | 17,883 | | Ujwala Mahatme | 338,154 | 338,154 |

  13. Objectives and Elements of NEO Compensation

    Our NEOs did not participate in, or otherwise receive any special benefits under, any pension or defined benefit retirement plan sponsored by us during 2024. Additionally, during 2024, our NEOs did not contribute to, or earn any amount with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified. We do not provide our NEOs with material perquisites or benefits that are not provided to our employee population. Compensation Determinations In setting compensation levels for our NEOs, the Compensation Committee does not formulaically benchmark against any one specific reference point. Instead, it considers a variety of factors, including: •Performance-Based Compensation: Individual performance of, and overall management of the function(s) by, the NEO, as well as Company, achievement of OKRs during the prior year; •Role and Responsibilities: The NEO’s role(s) and level of responsibility, including breadth, scope and complexity of the position(s); •Competitive Market Considerations: While not benchmarking directly, the Company considers compensation trends in the broader market and pharmaceutical and biotech industries, aiming to be competitive in attracting and retaining executive talent; and •Retention and Motivation: Compensation is structured to ensure the retention of NEOs and to motivate them to perform in the interest of stockholders with a focus on long-term value creation.

  14. Company Performance

    Company Performance In January 2023, we closed our Collaboration and License Agreement with Akeso (the “License Agreement”) for the rights to develop and commercialize ivonescimab in the United States, Canada, Europe and Japan. In June 2024, Summit and Akeso entered into an amendment to the License Agreement to expand Summit’s territories covered under the License Agreement to also include the Latin America, Middle East and Africa regions. Due to the strategic leadership and decisions taken by our NEOs, the Company has begun its development for ivonescimab in NSCLC, specifically launching: Phase III clinical trials in the following proposed indications: (a) ivonescimab combined with chemotherapy in patients with epidermal growth factor receptor (“EGFR”) mutated, locally advanced or metastatic non-squamous NSCLC who have progressed after treatment with a third-generation EGFR tyrosine kinase inhibitor (“HARMONi”); and (b) ivonescimab combined with chemotherapy in first-line metastatic NSCLC patients (“HARMONi-3”). In addition, the Company has begun to activate clinical trial sites in the United States for a Phase III clinical study in the following proposed indication: (c) ivonescimab monotherapy in first-line metastatic NSCLC patients with high PD-L1 expression (“HARMONi-7”). In October 2024, the Company completed enrollment in its HARMONi clinical trial. The Company expects to disclose topline results from HARMONi in mid-2025. Annual Cash Bonus and Business Achievement All employees, including NEOs, are assigned annual bonus targets, expressed as a percentage of base salary. The annual bonus target is determined by the NEO’s position, complexity of role, and scope of work to be performed. Annual bonuses are largely determined by the Company’s achievement of its “OKRs” as well as individual performance in achieving functional and individual goals. The NEOs play a significant role in defining OKRs and providing leadership to the team in achieving results. OKRs are reviewed and approved by the Compensation Committee. OKRs for 2024 included operational, regulatory, development, clinical and financial goals. Each goal was allocated a certain number of points with an overall total of 100 points. These points established the target bonus pool for all employees, including NEOs. Additionally, we had several high-reaching objectives (i.e., stretch goals) that were identified at the start of the year and were allocated points exceeding 100. With respect to any objective, the Compensation Committee, in its discretion, could award more or less than the total points allocated to the objective. The Compensation Committee, in its discretion, reserves the right to determine bonus payouts for NEOs, irrespective of business performance or achievement.

  15. Employment Agreements

    Employment Agreements We have written employment agreements with each of our NEOs who receive compensation from the Company in connection with their employment. The principal terms of these employment agreements are described below. We believe these employment agreements help us attract highly qualified NEOs in a competitive market and retain these key employees.

  16. Employment Agreement with Mahkam Zanganeh

    Employment Agreement with Mahkam Zanganeh We entered into an employment agreement with Dr. Zanganeh, our current Co-Chief Executive Officer and President, on November 22, 2020. The employment relationship between the Company and Dr. Zanganeh is “at-will”, and the employment agreement has no specific term. Dr. Zanganeh’s annual base salary as of December 31, 2022 was $450,000. Pursuant to her employment agreement, upon her appointment she received a grant of options to purchase 2,400,000 shares of our common stock, vesting in four equal annual installments, subject to the satisfaction of certain performance conditions. During fiscal year ended December 31, 2021, the Compensation Committee of the Board of Directors determined to eliminate the requirements for satisfying performance-based stock option awards and deemed all performance-based vesting requirements satisfied. Following this determination, the option awards are subject only to previous existing time-based vesting conditions. Additionally, in April 2025, Dr. Zanganeh consented to the modification of her outstanding unvested 11,030,558 performance-based stock options, which were granted during June 2022 through October 2023, whereby 50% of the applicable outstanding stock options vested as of the date of her consent and the remaining 50% shall vest in three annual tranches beginning October 2025. Dr. Zanganeh was eligible for an annual target bonus equal to 45% of her salary in 2021 and 2022 and 60% of her annual base salary for 2023 and 2024, subject to achievement of performance objectives. Dr. Zanganeh was paid a discretionary cash bonus of $182,250 relating to 2021 and this bonus was paid in March of 2022. Dr. Zanganeh was paid a discretionary cash bonus of $202,500 and an extraordinary bonus of $250,000 relating to 2022 and this bonus was paid in January 2023. Dr. Zanganeh’s salary was increased from $450,000 per annum to $600,000 per annum effective January 1, 2023. Dr. Zanganeh’s salary was increased from $600,000 per annum to $618,000 per annum effective February 1, 2025, representing a 3% increase. In addition, Dr. Zanganeh is entitled to receive gross up payments from the Company in the event it is determined that any payment she is entitled to receive pursuant to her employment agreement would be subject to excise tax by reason of being considered “contingent on a change in ownership or control” of the Company within the meaning of 280G of the Internal Revenue Code. Dr. Zanganeh is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other employees. During her term of service as an NEO, Dr. Zanganeh will not receive compensation that would otherwise be owed to her in her capacity as a member of our Board of Directors.

  17. Employment Agreement with Manmeet Soni

    Employment Agreement with Manmeet Soni We entered into an employment agreement with Mr. Soni, our Chief Operating Officer and Chief Financial Officer, on October 13, 2023. The employment relationship between the Company and Mr. Soni is “at-will”, and the employment agreement has no specific term. Mr. Soni’s annual base salary as of December 31, 2024 was $600,000. Mr. Soni’s salary was increased from $600,000 per annum to $618,000 per annum effective February 1, 2025, representing a 3% increase. Pursuant to his employment agreement upon his appointment he received a grant of options to purchase 14,000,000 shares of our common stock, vesting in four equal annual installments. In addition, Mr. Soni received a performance-based grant of options to purchase 14,000,000 shares of our common stock, vesting annually over four years, subject to the satisfaction of certain revenue and market-based performance conditions. Additionally, in April 2025, Mr. Soni consented to the modification of his outstanding unvested 11,200,000 performance-based stock options, which were granted in October 2023, whereby 50% of the applicable outstanding stock options vested as of the date of his consent and the remaining 50% shall vest in three annual tranches beginning October 2025. Mr. Soni will be eligible for a yearly discretionary cash bonus in an amount solely determined by the Company of up to 60% of annual base salary. In addition, Mr. Soni is entitled to receive tax gross up payments from the Company in the event it is determined that any payment he is entitled to receive pursuant to his employment agreement would be subject to excise tax by reason of being considered “contingent on a change in ownership or control” of the Company within the meaning of 280G of the Internal Revenue Code.

  18. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information In the Compensation Committee’s discretion, we grant stock options to our employees, including our NEOs. Our current practice is to grant (1) all new-hire and new-director option awards close in time to such new hire or new director’s start date; (2) discretionary stock option awards for all employees, including NEOs; (3) option awards annually to non-salaried directors. The Compensation Committee does not take into account material non-public information when determining the timing or terms of option awards, nor does the Compensation Committee time disclosure of material non-public information for the purpose of affecting the value of NEO compensation. During the fiscal year ended December 31, 2024, the Company did not award any options to an NEO in the period beginning four days before the filing of a periodic on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report. On April 2, 2024, the Company awarded options to Mr. Soni in connection with his appointment as Chief Financial Officer, which was reported on a current report on Form 8-K filed by the Company on April 3, 2024.

  19. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for the years ended December 31, 2024, 2023 and 2022, to the extent that the individual was an NEO for that year:

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Robert W. Duggan, Co-Chief Executive Officer and Chairman | 2024 | — | — | — | 158,613(3) | 158,613 | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Mahkam Zanganeh, Co-Chief Executive Officer, President and Director | 2024 | 600,000 | 540,000 | — | 21,021 | 1,161,021 | | | 2023 | 600,000 | — | 19,905,115(4) | 57,809 | 20,562,924 | | | 2022 | 450,000 | 452,500 | 307,200(5) | 32,349 | 1,242,049 | | Manmeet Soni, Chief Operating Officer, Chief Financial Officer and Director | 2024 | 600,000 | 640,000(6) | 3,511,468(7) | 21,021 | 4,772,489 | | | 2023 | 100,000 | — | 23,381,640(8) | 131,699 | 23,613,339 | | Ankur Dhingra, Former Chief Financial Officer | 2024 | 144,231 | 91,250 | — | 20,799(9) | 256,280 | | | 2023 | 500,000 | 91,250 | — | 30,001 | 621,251 | | | 2022 | 264,231 | 381,918 | 694,464 | 22,237 | 1,362,850 |

  21. Summary Compensation Table

    _______________ (1)Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our NEOs. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements. For additional information, please see Note 4 of our Annual Report on Form 10-K for the year ended December 31, 2024. (2)The amounts paid for all other compensation consisted of the following:

  22. Summary Compensation Table

    | Name and Principal Position | Year | Life Insurance Premiums ($) | 401(k) Match ($) | Director Fees ($) | Total ($) | | Robert W. Duggan | 2024 | — | — | 158,613(3) | 158,613 | | Mahkam Zanganeh | 2024 | 321 | 20,700 | — | 21,021 | | Manmeet Soni | 2024 | 321 | 20,700 | — | 21,021 | | Ankur Dhingra | 2024 | 20,799(9) | — | — | 20,799 |

  23. Summary Compensation Table

    (3)Mr. Duggan has declined any compensation from the Company for his role as Co-Chief Executive Officer. The options received in 2024 relate to Board of Directors fees. Mr. Duggan received 74,545 options with an aggregate fair value of $158,613 which fully vested as of December 31, 2024. (4)Dr. Zanganeh was awarded 11,988,198 stock options which vest in four equal annual installments, with an aggregate fair value associated at the date of grant date of $16,524,442. Dr. Zanganeh was also awarded 11,988,198 stock options with certain revenue and market-based performance conditions with an aggregate fair value at the grant date of $16,903,359, assuming 100% of the performance conditions are achieved. During the year ended December 31, 2024, the Company achieved a market condition, which resulted in 2,397,640 shares vesting. The vested shares have a fair value associated at the date of grant of $3,380,673. None of the 9,590,558 remaining shares were estimated to be probable of vesting at December 31, 2024 with an aggregate grant date fair value of $13,522,686. (5)Dr. Zanganeh was awarded 1,800,000 stock options with certain revenue and market-based performance conditions with an aggregate fair value at the grant date of $1,384,400, assuming 100% of the performance conditions are achieved. During the year ended December 31, 2024, the Company achieved a market condition, which resulted in 360,000 shares vesting. The vested shares have a fair value associated at the date of grant of $307,200. None of the 1,440,000 remaining shares were estimated to be probable of vesting at December 31, 2024 with an aggregate grant date fair value of $1,077,200. (6)In addition to the 2024 annual bonus of $540,000, as compensation for Mr. Soni’s acceptance of the additional responsibility of serving as the Company’s principal financial officer, he was paid a one-time cash bonus in the amount of $100,000. (7)Mr. Soni was awarded 1,100,000 stock options for acceptance of the additional responsibility of serving as the Company's principal financial officer. The stock options, which vest in equal annual installments over a four-year period, have an aggregate grant date fair value of $3,511,468. (8)Mr. Soni was awarded 14,000,000 stock options which vest in four equal annual installments, with an aggregate fair value associated at the date of grant date of $19,297,495. Mr Soni was also awarded 14,000,000 stock options with certain revenue and market-based performance conditions with an aggregate fair value at the grant date of $19,740,000, assuming 100% of the performance conditions are achieved. During the year ended December 31, 2024, the Company achieved a market condition, which resulted in 2,800,000 shares vesting. The vested shares have a grant date fair value of $3,948,000. None of the 11,200,000 remaining shares were estimated to be probable of vesting at December 31, 2024 with an aggregate grant date fair value of $15,792,000. Prior to joining the Company as Chief Operating Officer, Mr. Soni was granted options for serving on the Company's Board of Directors with a fair value of $136,145. (9)Amount represents accrued vacation pay that was paid to Mr. Dhingra in connection with his resignation.

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards to each of our NEOs during 2024:

  25. Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Robert W. Duggan (2) | 1/2/2024 | — | 74,545 | $2.64 | $158,613 | | Mahkam Zanganeh | — | — | — | — | — | | Manmeet Soni | 4/2/2024 | — | 1,100,000 | $3.85 | $3,511,468 | | Ankur Dhingra | — | — | — | — | — |

  26. Grants of Plan-Based Awards

    (1)Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our NEOs. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2)Mr. Duggan has declined any compensation from the Company for his role as Co-Chief Executive Officer. In his role as a member of our Board of Directors, Mr. Duggan received 74,545 options with an aggregate fair value of $158,613 which were fully vested as of December 31, 2024.

  27. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table reflects certain information regarding equity awards held by our NEOs as of December 31, 2024:

  28. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | | | Grant date | Number of securities underlying outstanding options (#) | | Equity Incentive Plan Awards: Number of unexercised unearned options | Option exercise price ($/sh) | Option expiration date | | Name | | Exercisable | Unexercisable | | | | | Robert W. Duggan | 1/2/2024(1) | 74,545 | — | — | $2.64 | 1/2/2034 | | Mahkam Zanganeh | 11/11/2020(2) | 200,000 | — | — | $3.71 | 11/11/2030 | | | 11/11/2020(3) | 3,323 | — | — | $3.71 | 11/11/2030 | | | 11/22/2020(4) | 2,400,000 | — | — | $4.40 | 11/22/2030 | | | 12/15/2021(5) | 15,000 | — | — | $4.75 | 12/15/2031 | | | 6/28/2022(6) | 260,000 | — | 1,040,000 | $1.06 | 6/28/2032 | | | 9/9/2022(6) | 100,000 | — | 400,000 | $1.29 | 9/9/2032 | | | 10/13/2023(6) | 2,397,640 | — | 9,590,558 | $1.68 | 10/13/2033 | | | 10/13/2023(7) | 2,997,050 | 8,991,148 | — | $1.68 | 10/13/2033 | | Manmeet Soni(8) | 12/23/2019(8) | 200,000 | — | — | $1.37 | 12/23/2029 | | | 5/1/2020(9) | 27,273 | — | — | $3.30 | 5/1/2030 | | | 2/19/2021(10) | 25,000 | — | — | $7.33 | 2/19/2031 | | | 1/3/2022(11) | 25,000 | — | — | $2.82 | 1/3/2032 | | | 1/3/2022(11) | 82,446 | — | — | $2.82 | 1/3/2032 | | | 1/3/2023(11) | 35,000 | — | — | $5.00 | 1/3/2033 | | | 10/13/2023(6) | 2,800,000 | — | 11,200,000 | $1.68 | 10/13/2033 | | | 10/13/2023(7) | 3,500,000 | 10,500,000 | — | $1.68 | 10/13/2033 | | | 4/2/2024(13) | — | 1,100,000 | — | $3.85 | 4/2/2034 |

  29. Outstanding Equity Awards at Fiscal Year-End

    (2)These options became fully vested on November 11, 2024. (3)These options became fully vested on December 31, 2020. (4)This option award was originally a performance-based award. In 2021, the award was modified to a time-based award and became fully vested on November 22, 2024. (5)These options became fully vested on December 15, 2024. (6)This option award is a performance-based award with revenue and market-based performance conditions. (7)These options vest annually over a four-year period ending on October 13, 2027. (8)These options became fully vested on December 23, 2023. (9)These options became fully vested on May 1, 2021. (10)These options became fully vested on December 31, 2021. (11)These options became fully vested on December 31, 2022. (12)These options became fully vested on December 31, 2023. (13)These options vest annually over a four-year period ending on April 2, 2028. As discussed above, Mr. Dhingra resigned as Chief Financial Officer on April 2 , 2024, and in connection with his resignation, his outstanding and unvested options held by him were cancelled.

  30. Narrative to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End

    Narrative to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End

  31. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information, on an aggregate basis, about stock options that were exercised during the fiscal year ended December 31, 2024:

  32. Option Exercises and Stock Vested

    | | Option Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($) | | Ankur Dhingra | 150,000 | $976,500 |

  33. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following disclosures discuss the payments and benefits each of our NEOs who are current officers of the Company would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2024. As a result, the payment and benefits disclosed represent what would have been due and payable to such NEOs under the applicable agreements and plan in existence between each NEO and the Company as of December 31, 2024; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans, adopted after December 31, 2024, unless specifically stated. Because Mr. Dhingra separated from service with us in 2024 and no amounts were payable to him in connection with his separation (other than payment of his accrued but unused vacation pay), this disclosure does not include a description of the hypothetical amounts that would have been payable to him upon a qualifying termination of employment or change in control.

  34. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between NEO compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and its NEOs' pay.

  35. Pay Versus Performance Table

    Pay Versus Performance Table

  36. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO-RD (1) (2) | Summary Compensation Table Total for PEO-MZ (1) (2)(6) | Compensation Actually Paid to PEO-RD (1)(3) | Compensation Actually Paid to PEO-MZ (1) (5)(6) | Average Summary Compensation Table Total for Non-PEO NEO (2)(4)(6)(7) | Average Compensation Actually Paid to Non-PEO NEO (5)(6)(7) | Company Total Shareholder Return (TSR) (8) | Peer Group TSR (9) | Net Income (Loss) | | 2024 | $158,613 | $1,161,021 | $158,613 | $228,307,722 | $2,514,385 | $133,810,518 | $379.57 | $113.68 | $(221,315,000) | | 2023 | $— | $20,562,924 | $— | $30,062,629 | $12,049,222 | $18,441,114 | $55.53 | $115.84 | $(614,928,000) | | 2022 | $— | $1,242,049 | $— | $3,786,649 | $1,362,850 | $3,502,186 | $90.43 | $111.67 | $(78,782,000) | | 2021 | $— | $9,639,214 | $— | $5,123,646 | $1,325,423 | $(11,289) | $57.23 | $126.42 | $(88,602,000) |

  37. Pay Versus Performance Table

    | (1) For 2024, 2023 and 2022, the principal executive officers (PEOs) were Robert W. Duggan (Co-Chief Executive Officer and Chairman) and Mahkam Zanganeh (Co-Chief Executive Officer, President and Director). For 2021, Mr. Duggan was the sole PEO, and the non-PEO NEOs were Mahkam Zanganeh and Jeffrey Maranian, Former Principal Accounting Officer and David Powell, Former Chief Scientific Officer. | | (2) Amounts represent the “Total” column set forth in the Summary Compensation Table (“SCT”). See the footnotes to the SCT for further detail regarding the amounts in these columns. | | (3) Mr. Duggan has declined any compensation from the Company for his role as Co-Chief Executive Officer. The options received in 2024 relate to Board of Directors fees. Mr. Duggan received 74,545 options with an aggregate fair value of $158,613 which fully vested as of December 31, 2024. | | (4) For 2022, the sole non-PEO NEO was Ankur Dhingra, our former Chief Financial Officer who served in such role from May 2022 to April 2024. For 2024 and 2023, the non-PEO NEOs were Manmeet Soni (Chief Operating Officer, Chief Financial Officer and Director) and Ankur Dhingra (former Chief Financial Officer). Mr. Soni has served as Chief Operating Officer since October 2023 and as Chief Financial Officer since April 2024. | | (5) The increase in amounts reported for 2024 compared to 2023 was highly correlated with an increase in our stock price. The dollar amounts reported in these columns represent the amounts of “Compensation Actually Paid” (otherwise known as “CAP”). The Amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the amounts from the “Total” column of the SCT as shown in the below tables (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP). | | (6) If the achievement of the performance condition for the performance-based stock options was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0. | | (7) In April 2024, our former Chief Financial Officer, Ankur Dhingra, resigned and forfeited certain equity awards granted to him. | | (8) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock on December 31, 2020. | | (9) The Peer Group TSR is calculated based on the Nasdaq Biotechnology Index, which is the same index that we used in the performance graph included in Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2024. |

  38. Pay Versus Performance Table

    | 2024 | PEO-RD(1) | PEO-MZ(1) | Non-PEO NEO(3) | | SCT Total Compensation(2) | $158,613 | $1,161,021 | $2,514,385 | | Deduct amounts reported under the “Option Awards” column of the SCT | — | — | (1,755,734) | | Add fair value of awards granted in the fiscal year and unvested as of the fiscal year end | — | — | 9,373,155 | | Add change in fair value of awards granted in prior years and unvested as of the fiscal year end | — | 136,159,546 | 79,543,749 | | Add change in fair value of awards granted in prior years that vested during the fiscal year as of the vesting date | — | 90,987,155 | 44,813,017 | | Less: FV of any awards granted in prior years that fail to meet vesting conditions during the covered fiscal year, as of the end of the prior fiscal year | — | — | (678,054) | | Total Compensation Actually Paid(4) | $158,613 | $228,307,722 | $133,810,518 |

  39. Pay Versus Performance Narrative Disclosure

    Pay Versus Performance Narrative Disclosure In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table on CAP and each of total shareholder return (“TSR”) and net loss. We do not link our PEOs and NEO compensation to the Company’s financial and stock price performance. As a development stage company, we link a significant portion of their compensation to the achievement of key product development milestones. Although we are required to show the relationship between our compensation program and net income (or loss, as applicable), we do not consider net income (loss) to be a relevant or driving metric for NEO compensation, as our NEO compensation program is not determined by this financial performance measure. For purposes of this disclosure, there were no financial performance measures used to link Company performance to Compensation Actually Paid to our PEOs and non-PEO NEO in 2024.