Alessandra Cesano
About Alessandra Cesano
Dr. Alessandra Cesano served as Executive Vice President and Chief Medical Officer of ESSA Pharma (NASDAQ: EPIX), with an employment agreement dated July 1, 2019; her employment terminated effective May 15, 2025 in connection with the company’s strategic transition . Her annual compensation in FY2024 comprised base salary of $488,553, a discretionary bonus of $189,729 tied to milestone achievement, and option award grant-date fair value of $1,807,554; in FY2023 she earned base salary of $466,565 and a discretionary bonus of $157,369 . Shareholders approved the advisory compensation resolution related to the October 2025 transaction by 99.51% of votes cast, indicating strong support for the pay outcomes associated with the deal .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ESSA Pharma Inc. | EVP & Chief Medical Officer | 2019–2025 | Not disclosed |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 466,565 | 488,553 |
| Target Bonus (% of Base) | Up to 40% | Up to 40% |
| Actual Bonus Paid ($) | 157,369 | 189,729 |
Notes:
- ESSA utilizes discretionary cash bonuses informed by company and individual performance milestones; base salary is not evaluated against a formal peer group .
- No tax gross-ups or excessive perquisites are included in the program .
Performance Compensation
Cash Bonus Metrics (Program Design)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Milestone-based discretionary bonus | Not disclosed | Not disclosed | Not disclosed | 157,369 (FY23) | Cash, paid annually |
| Milestone-based discretionary bonus | Not disclosed | Not disclosed | Not disclosed | 189,729 (FY24) | Cash, paid annually |
Equity Awards and Vesting (Outstanding at FY2024 year-end)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 8-Feb-2019 | 25,000 | — | 3.81 | 8-Feb-2029 |
| 7-Oct-2019 | 400,000 | — | 3.23 | 7-Oct-2029 |
| 11-Dec-2020 | 107,813 | 7,188 | 7.00 | 11-Dec-2030 |
| 29-Jun-2022 | 50,625 | 39,375 | 3.60 | 29-Jun-2032 |
| 25-Mar-2024 | — | 200,000 | 9.04 | 25-Mar-2034 |
Equity grant timing and vesting:
- Annual grants generally once a year; March 2024 cycle had standard vesting with 25% after 12 months, remaining 75% vesting in 36 equal monthly installments thereafter (subject to continued service) .
Equity Ownership & Alignment
| Component | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 605,124 | 1.4% of 44,388,550 shares outstanding as of Jan 8, 2025 |
| Direct Common Shares | 5,124 | As of record date |
| Options Exercisable within 60 Days | 600,000 | Counted as beneficial under SEC rules |
| Hedging Policy | Prohibited | Executives/directors cannot hedge company securities |
| Pledging | Not disclosed | — |
| Ownership Guidelines | Not disclosed | — |
Employment Terms
Employment & Separation
- Employment agreement dated July 1, 2019 for Chief Medical Officer; provisions include confidentiality, ownership of developments, non-compete and non-solicit, and eligibility for incentive plans; immediate vesting of stock options occurs upon a change of control event .
- Separation Agreement and General Release of Claims dated May 15, 2025; entitled to payment of six months of base salary if a change of control occurs within six months of May 15, 2025, plus benefits subsidy per the severance plan; the October 2025 Arrangement constitutes a “change in control” for this purpose .
Severance and Change-of-Control Economics
| Component | Terms / Amount |
|---|---|
| Cash Severance at Termination | $493,296 (paid at time of termination) |
| CIC Bonus (single-trigger) | $246,648 (paid immediately prior to effective time) |
| Benefits Subsidy | Not shown for Cesano in severance table |
| Golden Parachute Total Cash | $739,944 (cash severance + CIC bonus) |
| Option Treatment at Close | All options unconditionally vested; in-the-money options would be cash-settled and canceled, but all director/executive options were out-of-the-money vs $1.91 cash amount, so no option value payable; out-of-the-money options canceled . |
Program-level governance:
- Executive Severance Plan adopted June 5, 2024, replacing severance benefits previously provided under individual agreements .
- No tax gross-ups; compensation committee reviews goals and policies; risk evaluation concluded incentives not reasonably likely to have a material adverse effect .
Compliance note:
- One Form 4 for Dr. Cesano was filed late, per Section 16(a) disclosure for FY2023 .
Investment Implications
- Alignment and retention: Cesano’s beneficial ownership was modest at 1.4% (mostly options), with hedging prohibited and no pledging disclosed; option awards at deal close were out-of-the-money, limiting incremental equity realization and reducing near-term selling pressure from option exercises .
- Pay-for-performance: Cash bonuses were discretionary and milestone-driven with a 40% target of base, and FY2024 included a sizable equity grant; shareholders strongly supported transaction-related executive compensation (99.51% say-on-pay), indicating acceptance of pay outcomes tied to the strategic process .
- Change-of-control risk/reward: The separation agreement and CIC Bonus created near-term cash incentives totaling $739,944 for Cesano; with options OTM at $1.91 consideration, equity acceleration did not translate into value, muting potential windfalls and signaling limited dilution/overhang effects .
- Governance quality: No tax gross-ups and a standardized severance plan introduced in 2024 are shareholder-friendly; one late Form 4 is a minor compliance blemish without clear trading signal .