Other preliminary proxy statements



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549










SCHEDULE 14A
(Rule 14a-101)




INFORMATION REQUIRED IN PROXY STATEMENT




SCHEDULE 14A INFORMATION




Proxy Statement Pursuant to Section 14(a) of the




Securities Exchange Act of 1934









Filed by the
Registrant  ☒                             Filed by a Party other than the
Registrant  ☐



Check the appropriate box:


























































Preliminary Proxy Statement







Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))







Definitive Proxy Statement






Definitive Additional Materials






Soliciting Material Pursuant to § 240.14a-12



MEI PHARMA, INC.




(Name of Registrant as Specified in its Charter)






(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



Payment of Filing Fee (Check the appropriate box):















































































No fee required.






Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.






(1)



Title of each class of securities to which transaction applies:









(2)



Aggregate number of securities to which transaction applies:









(3)



Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):









(4)



Proposed maximum aggregate value of transaction:









(5)



Total fee paid:















Table of Contents










































































Fee paid previously with preliminary materials.






Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.






(1)



Amount Previously Paid:









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Form, Schedule or Registration Statement No.:









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Date Filed:





















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LOGO



October __, 2021



To the
Stockholders of MEI Pharma, Inc.:



You are cordially invited to attend the Annual Meeting of the Stockholders of MEI Pharma, Inc., a Delaware corporation.
The annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. Stockholders will be able to attend the annual meeting remotely, vote and submit questions during the annual meeting by visiting
                and using the password                 and entering their control number.
We are pleased to utilize virtual stockholder meeting technology to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission
(“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world.



The annual
meeting will be held at 9:00 a.m. (Pacific Time), on Thursday, December 16, 2021, unless postponed or adjourned to a later date. I look forward to meeting virtually with many of our stockholders.



At the Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and the proxy statement and report on MEI Pharma’s
business. You will also have an opportunity to ask questions.



On behalf of our employees and Board of Directors, I would like to express our appreciation
for your continued interest in MEI Pharma, Inc.



Sincerely,



Christine A. White, M.D.



Chair of the Board



MEI Pharma, Inc.



This proxy statement is dated October __,
2021, and is first being mailed or made available to stockholders of MEI Pharma, Inc. on or about October __, 2021.










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MEI PHARMA, INC.




NOTICE OF ANNUAL MEETING OF STOCKHOLDERS




TO BE HELD ON DECEMBER 16, 2021



To the
Stockholders of MEI Pharma, Inc.:



On behalf of the Board of Directors of MEI Pharma, Inc., a Delaware corporation (“MEI
Pharma”), MEI Pharma is pleased to deliver the accompanying proxy statement in connection with the annual meeting of stockholders of MEI Pharma. This year’s annual meeting will be a completely virtual meeting of stockholders, which will be
conducted solely online via live webcast. MEI Pharma stockholders will be able to attend and participate in the annual meeting online, vote their shares electronically and submit questions prior to and during the annual meeting by visiting
                and using the password                 and entering their control number.
We are pleased to utilize virtual stockholder meeting technology to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission
(“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world. You are cordially invited to attend the annual meeting, which will be held for the following purposes:












1.


To elect three directors to our Board of Directors, to serve until the expiration of their terms in fiscal year
2025 and until their successors are elected and qualified;













2.


To approve an amendment to our certificate of incorporation to increase the total number of directors that may
comprise our board of directors from 9 to 11 (the “Certificate of Incorporation Proposal”);













3.


To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed
in the accompanying proxy statement;













4.


To ratify the appointment of BDO USA, LLP, an independent registered public accounting firm, as our independent
auditors for the fiscal year ending June 30, 2022; and













5.


To transact such other business as may properly come before the meeting or any adjournment or postponement
thereof.




The proposals are described in more detail in this proxy statement, which MEI Pharma encourages you to read
carefully and in its entirety before voting.



This year, we are again using the Securities and Exchange Commission’s Notice and
Access model (“Notice and Access”), which allows us to deliver proxy materials via the Internet. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to
conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about October __, 2021, we mailed stockholders of record a Notice of Internet Availability of Proxy Materials with instructions on how to access
the proxy materials electronically.



The close of business on October 20, 2021 has been fixed as the record date for determining
those holders of MEI Pharma common stock entitled to receive notice of and vote at the annual meeting. Accordingly, only record holders of MEI Pharma common stock at the close of business on that date are entitled to notice of and to vote at the
annual meeting and at any adjournments or postponements thereof.



All holders of MEI Pharma common stock are cordially invited to attend
the annual meeting virtually via live webcast. You may revoke your proxy in the manner described in this proxy statement at any time before it is voted at the annual meeting.




Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on December 16, 2021:

MEI
Pharma’s Proxy Statement, 2021 Annual Report and Form of Proxy Card are also available at

.



Your vote is important regardless of the number of shares of common stock you own. Whether or not you expect to attend the annual meeting,
please submit your proxy by Internet, telephone or mail following the instructions found on your Notice of Internet Availability of Proxy Materials or proxy card so that your shares of common stock may be represented and voted at the annual meeting.



By order of the Board of Directors,



Brian G. Drazba



Secretary and Chief Financial Officer



MEI Pharma, Inc.



October __, 2021










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MEI PHARMA PROXY STATEMENT TABLE OF CONTENTS














































































































































































































































































































































































































THE ANNUAL MEETING OF MEI PHARMA STOCKHOLDERS





1




ELECTION OF DIRECTORS (PROPOSAL NO. 1)





4




DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





6




Directors





6




Information about the Board of Directors and its Committees





8




Audit Committee





8




Compensation Committee





9




Nominating and Governance Committee





9




Director Independence





10




Board Leadership Structure





10




Board Role in Risk Oversight





10




Anti-Hedging and Pledging Policies





10




Stockholder Communications with the Board of Directors





11




Appointment of Directors





11




Attendance of Directors at Board Meetings and Stockholder
Meetings





11




Code of Ethics





11




Executive Officers





11




Background





13




Reasons for the Board Size Charter Amendment





13




Proposed Amendment To Increase the Maximum Size of the Board





13




Vote and Board of Directors Recommendation





13




ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL NO. 2)





14




COMPENSATION DISCUSSION AND ANALYSIS





15




Compensation Philosophy and Objectives





15




The Compensation Committee’s Process





15




Setting Executive Compensation





16




Role of Stockholder Say-on-Pay Votes





16




Elements of Compensation





16




Executive Benefits and Perquisites





17




Severance and Change in Control Agreements





18




Tax and Accounting Considerations





18




CEO Pay Ratio





18




COMPENSATION COMMITTEE REPORT





19




EXECUTIVE COMPENSATION





19




Summary Compensation Table





19




Employment Agreements





20




Grants of Plan-Based Awards For Fiscal Year Ended June 30,
2021





21




Outstanding Equity Awards at Fiscal Year-End





21




Option Exercises and Stock Vested





23




Compensation of Directors





23




Indemnification Agreements





23




RATIFICATION OF APPOINTMENT OF BDO USA, LLP (PROPOSAL NO.
3)





25




Background





25




Fees Paid to Auditors





25




Pre-Approval Policies and Procedures





25




AUDIT COMMITTEE REPORT





26




CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





27




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF MEI PHARMA





27




WHERE YOU CAN FIND MORE INFORMATION





28




OTHER MATTERS FOR STOCKHOLDERS





30




Stockholder Proposals





30




Communication with the MEI Pharma Board of Directors





30




Householding of Proxy Materials for MEI Pharma Stockholders





30




ANNEX A





A-1





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MEI PHARMA, INC.




11455 El Camino Real, Suite 250




San Diego, CA 92130




THE
ANNUAL MEETING OF MEI PHARMA STOCKHOLDERS




To Be Held via Live Webcast on December 16, 2021, at 9:00 a.m. (Pacific Time)




Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting To Be Held on December 16,
2021



This proxy statement and our annual report to security holders for the fiscal year ended June 30, 2021 are available at

.




Information Concerning
Solicitation and Voting



In this proxy statement, “MEI Pharma”, “the Company”, “we”, “us”, and “our”
refer to MEI Pharma, Inc., unless the context otherwise provides.




General



We are furnishing this proxy statement to holders of our common stock in connection with the solicitation of proxies by our Board of Directors
for use at our annual meeting of stockholders (the “Annual Meeting”) to be held on December 16, 2021 and at any adjournment or postponement thereof. Pursuant to rules adopted by the SEC, we are using the Internet as the primary means
of furnishing proxy materials to our stockholders. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. The Notice contains instructions on how to access the proxy materials
and vote your shares of common stock over the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials. In addition, stockholders may request to receive proxy materials in printed form by mail or
electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.




Date, Time and Place and Voting Instructions



The Annual Meeting will be conducted completely virtually via live webcast. Stockholders will be able to attend the annual meeting remotely,
vote and submit questions prior to and during the annual meeting by visiting                 and using the password
                and entering their control number. We are pleased to utilize virtual stockholder meeting technology to promote social distancing pursuant to guidance
provided by the CDC and the SEC due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world.



Stockholders are entitled to participate in the Annual Meeting only if they were stockholders of the Company as of the close of business on
the Record Date, or if they hold a valid proxy for the Annual Meeting. Stockholders will be able to attend the Annual Meeting online and submit questions prior to and during the meeting by visiting
                . Stockholders also will be able to vote their shares online by attending the Annual Meeting by webcast.



To participate in the Annual Meeting, stockholders will need to review the information included on their Notice, on their proxy card or on the
instructions that accompanied the proxy materials. The password for the meeting is                 .



If a stockholder holds shares through an intermediary, such as a bank or broker, they must register in advance using the instructions below.



The online meeting will begin promptly at 9 a.m., Pacific Time. We encourage stockholders to access the meeting prior to the start time
leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.



Registered
stockholders (i.e., whose shares are held through our transfer agent, Computershare), do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card.



If shares are held through an intermediary, such as a bank or broker, stockholders must register in advance to attend the Annual Meeting
virtually on the Internet. To register to attend the Annual Meeting online by webcast, stockholders must submit proof of their proxy power (legal proxy) reflecting their MEI Pharma holdings along with their name and email address to Computershare.
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 11, 2021. Stockholders will receive a confirmation of their registration by email after we receive your
registration materials.



Requests for registration should be directed to us at the following:













By email

:


Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com












By mail

:


Computershare













MEI Pharma Legal Proxy













P.O. Box 43001













Providence, RI 02940-3001






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Table of Contents






Purposes of the MEI Pharma Annual Meeting



The purposes of the Annual Meeting are:












(1)


To elect three directors to the Board of Directors, each to serve until the annual meeting of stockholders in
fiscal year 2025 and until their successors are elected and qualified or until their earlier resignation or removal;













(2)


To approve an amendment to our certificate of incorporation to increase the total number of directors that may
comprise our board of directors from 9 to 11 (the “Certificate of Incorporation Proposal”);













(3)


To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed
in this proxy statement;













(4)


To ratify the appointment of BDO USA, LLP as MEI Pharma’s independent registered public accounting firm
for the fiscal year ending June 30, 2022; and













(5)


To conduct such other business as may properly come before the Annual Meeting or any adjournment, postponement
or continuation thereof.





Record Date; Shares of Common Stock Outstanding and Entitled to Vote



We have fixed the close of business on October 20, 2021 as the record date for determination of the holders of our common stock entitled
to notice of and to attend and vote at the Annual Meeting or any adjournment or postponement thereof. There were approximately          holders of record of our common stock at the close of business on the
record date. At the close of business on the record date,                  shares of our common stock were issued and outstanding. Each share of common stock entitles
the holder thereof to one vote at the Annual Meeting on all matters properly presented at the Annual Meeting. See the section titled, “Security Ownership of Certain Beneficial Owners and Management of MEI Pharma” in this proxy statement
for information regarding persons known to our management to be the beneficial owners of more than 5% of the outstanding shares of our common stock.




Voting and Revocation of Proxies



The
proxy accompanying this proxy statement is solicited on behalf of the Board of Directors of MEI Pharma for use at the Annual Meeting.



If
you are a stockholder of record of MEI Pharma as of the record date referred to above, you may vote via the Internet during the Annual Meeting or, prior to the Annual Meeting, via the Internet by following the instructions provided in the Notice,
via telephone by calling the toll-free number found on the proxy card, or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.



Prior to the meeting:













•



To vote on the Internet, go to the website indicated on the Notice to complete an electronic proxy card. You will
be asked to provide MEI Pharma’s number and a control number from the enclosed proxy card.














•



To vote over the telephone, dial the toll-free number on your proxy card or voting instruction form using a
touch-tone phone and follow the recorded instructions. You will be asked to provide MEI Pharma’s number and control number from the enclosed proxy card. Your vote must be received by 1:00 a.m. (Pacific Time) on December 16, 2021 to be
counted.














•



To vote using the proxy card, simply mark, sign and date your proxy card and return it promptly in the
postage-paid envelope provided. If we receive your signed proxy card before the Annual Meeting, we will vote your shares as you direct.




If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy card from the
institution that holds your shares and follow the instructions included on that proxy card regarding how to instruct your broker to vote your MEI Pharma shares. If you do not give instructions to your broker, your broker can vote your MEI Pharma
shares with respect to “discretionary” items but not with respect to “non-discretionary” items. The proposals relating to the election of directors (Proposal No. 1), the Certificate of Incorporation Proposal (Proposal
No. 2) and the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal No. 3) are non-discretionary items. On non-discretionary items, for which you do not give your broker instructions,
your broker will not vote your shares and, accordingly, the shares will be treated as broker non-votes.



All properly executed proxies
that are not revoked will be voted at the Annual Meeting and at any adjournments or postponements of the Annual Meeting in accordance with the instructions contained in the proxy. If a holder of our common stock executes and returns a proxy and does
not specify otherwise, the shares represented by that proxy will be voted “FOR” Proposal No. 1 electing the three nominees to our Board of Directors; “FOR” Proposal No. 2 to approve the amendment to the Certificate of
Incorporation to increase the number of directors that may comprise the Board of Directors from 9 to 11; “FOR” Proposal No. 3 to approve, on an advisory basis, the compensation paid to MEI Pharma’s named executive officers; and
“FOR” Proposal No. 4 ratifying the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022.





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Our stockholders of record may change their votes at any time before their proxy is voted at
the Annual Meeting in one of three ways. First, a stockholder of record can send a written notice to the Secretary of MEI Pharma stating that the stockholder would like to revoke its proxy. Second, a stockholder of record can submit new proxy
instructions either on a new proxy card, by telephone or via the Internet. Third, a stockholder of record can attend the Annual Meeting and vote via the Internet. Attendance alone will not revoke a proxy. If a stockholder of record has instructed a
broker to vote its shares of common stock, the stockholder must follow directions received from its broker to change those instructions.




Quorum and
Vote of MEI Pharma Stockholders Required



A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by
proxy, of the holders of one-third of the shares of the common stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum. If a quorum is not present at the Annual Meeting, we expect that the meeting would be
adjourned or postponed to solicit additional proxies. Abstentions and broker non-votes will be counted towards a quorum.



For Proposal
No. 1, the affirmative vote of a plurality of the votes cast is required to elect a director when a quorum is present. “Votes cast” excludes abstentions and any broker non-votes. Accordingly, abstentions and broker non-votes (shares
held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients) will have no effect on the election of directors.



For Proposal No. 2, the affirmative vote of the holders of eighty percent (80%) of the shares of common issued and outstanding will
be required for approval. An abstention with respect to these proposals will be deemed present, but will not be voted. Accordingly, an abstention will have the effect of a vote “against” the proposal. Broker non-votes will have the effect
of a vote “against” the proposal.



For Proposals No. 3 and 4, the affirmative vote of the holders of a majority of the
shares represented in person or by proxy and entitled to vote on the proposal will be required for approval. An abstention with respect to these proposals will be deemed present, but will not be voted. Accordingly, an abstention will have the effect
of a vote “against” the proposal. Broker non-votes on a proposal will have no effect on determining whether stockholders have approved the proposal.



At the record date for the Annual Meeting, the directors and executive officers of MEI Pharma owned less than 1% of the outstanding shares of
MEI Pharma common stock entitled to vote at the Annual Meeting.




Solicitation of Proxies



In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from our stockholders by personal
interview, telephone, telegram or otherwise. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of our common stock for the forwarding of solicitation materials to the beneficial
owners of our common stock. We will pay the cost of soliciting proxies, including reimbursing applicable brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of
solicitation materials.





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ELECTION OF DIRECTORS (PROPOSAL NO. 1)



The Board of Directors has nominated Mr. Charles V. Baltic III, Dr. Nicholas R. Glover and Mr. Frederick W.
Driscoll to serve as directors for a term expiring at the annual meeting of stockholders to be held in fiscal 2025 and until their successors have been elected and qualified. Each of the nominees has consented to be named herein and to serve if
elected. We do not know of anything that would preclude any of the nominees from serving if elected. If any of the nominees become unable to stand for election as a director at the Annual Meeting as a result of an event not anticipated by the Board
of Directors, the proxy may be voted for a substitute designated by the Board of Directors. The identity and a brief biography of each nominee is set forth below. The Board of Directors has determined that Mr. Charles V. Baltic III,
Dr. Nicholas R. Glover and Mr. Frederick W. Driscoll are independent directors within the meaning of the listing standards of the NASDAQ Capital Market.



Our amended and restated certificate of incorporation and amended and restated by-laws provide that the authorized number of directors shall
be determined by a resolution of the Board of Directors, but shall be between two and nine. Proposal No. 2 at the Annual Meeting is seeking approval of stockholders to amend our amended and restated certificate of incorporation to increase the
authorized number of directors that may be determined by a resolution of the Board of Directors from nine to eleven. The number of directors currently authorized by the Board of Directors is nine. Under our amended and restated certificate of
incorporation and amended and restated bylaws, our Board of Directors is divided into three classes, with the classes serving three-year staggered terms. Each class contains, as near as possible, one-third of the whole number of directors, with
members of each class holding office for a three-year term. There are currently three directors whose terms expire at the annual meeting to be held in fiscal 2023, three directors whose terms expire at the annual meeting to be held in fiscal 2024
and three directors whose terms expire at the Annual Meeting.



Mr. Charles V. Baltic III, Dr. Nicholas R. Glover and
Mr. Frederick W. Driscoll are members of the class of directors whose terms expire at the Annual Meeting.




Business Experience of Nominees





Charles V. Baltic III, age 60, Director




Mr. Baltic has served as a Director of MEI Pharma since October 2011 and as Chair of the Nominating and Governance Committee since 2012.
He also serves as a Director and Chairman of the Board of AssayQuant Technologies, Inc., a private company focused on kinase-based assay drug development technologies. Mr. Baltic has been affiliated with Needham & Company, LLC since
2009, as Managing Director and Co-Head of Healthcare Banking until 2019 and as Senior Advisor from 2019. Mr. Baltic serves as acting CEO of Amyndas Pharmaceuticals, a private development-stage biotechnology company focused on immunology and
innate immunity complement therapeutics based on technology licensed from the University of Pennsylvania since March 2021. Mr. Baltic served as Executive Vice President and COO of SIDIS Corp. from 2019 to 2021, overseeing the sale of the Propel
Labs flow cytometry business to Thermo Fisher Scientific in February 2021. Mr. Baltic was a Managing Director and head of the biotechnology practice at CRT Capital Group from 2006 to 2008. From 2001 to 2006, he served as a Managing Director in
Healthcare Investment Banking at Wachovia Securities. Prior to Wachovia, he was with Healthcare Investment Banking at Cowen and Company for six years, ultimately serving as a Director. Prior to beginning his investment banking career in 1996,
Mr. Baltic practiced corporate and securities law with the firm of Dewy Ballantine, representing numerous healthcare and securities clients. Mr. Baltic previously served as a Director of SIDIS Corp. from 2015 to 2019. Mr. Baltic
served as a Director of the trade association Life Science Washington from 2013 to 2018. He served as a Director of MedVantage Inc., a private health informatics company acquired by IMS Health (now IQVIA Holdings) in 2011. Mr. Baltic served on
the U.S. Securities and Exchange Commission’s Advisory Committee on Small and Emerging Growth Companies from 2013 to 2015. He served as a founding Trustee of Hope Funds for Cancer Research from 2007 to 2017. Mr. Baltic earned B.A (honors)
and J.D. degrees from Georgetown University and a M.B.A. degree in finance from the Wharton School of the University of Pennsylvania.





Nicholas R. Glover, Ph.D., age 52, Director




Dr. Glover has been a director of MEI Pharma since June 2013. He is currently a consultant to the biotech industry. Previously, he served
as President and Chief Executive Officer of Sierra Oncology (NASDAQ: SRRA), a drug development company focused on advancing targeted therapeutics for the treatment of patients with cancer, from July 2014 through May 2020. Prior to joining Sierra, he
served as President and Chief Executive Officer of YM Biosciences, an oncology drug development company, from November 2010 until its acquisition by Gilead Sciences in February 2013. Previously, Dr. Glover was President and Chief Executive
Officer of Viventia Biotech, a biopharmaceutical company involved in the discovery and development of monoclonal anti




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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