Alessandra Cesano
About Alessandra Cesano
Alessandra Cesano, M.D., Ph.D. (age 64) has served on Puma Biotechnology’s Board since July 2022. She is currently Executive Vice President and Chief Medical Officer at ESSA Pharma (since 2019; EVP since 2023) and brings 25+ years in oncology drug development spanning Amgen, Biogen (formerly Biogen Idec), and SmithKline Beecham, plus diagnostics and translational medicine leadership at NanoString, Cleave Biosciences and Nodality . She earned an M.D. summa cum laude, Board Certification in Oncology, and a Ph.D. in Tumor Immunology from the University of Turin, and has authored 130+ publications with active leadership roles in SITC and other professional societies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESSA Pharma Inc. | Executive Vice President & Chief Medical Officer | CMO since Jul 2019; EVP since 2023 | CMO of oncology company developing prostate cancer therapies |
| NanoString Inc. | Chief Medical Officer | Jul 2015 – Jun 2019 | Led development of translational/diagnostic multiplexed immune-response assays |
| Cleave Biosciences | Chief Medical Officer | Prior to NanoString (dates not specified) | Oncology and neurodegeneration programs |
| Nodality, Inc. | Chief Medical Officer & Chief Operations Officer | Prior to Cleave (dates not specified) | Built and led R&D; set clinical vision |
| Amgen; Biogen (Biogen Idec); SmithKline Beecham | Various management roles advancing oncology drugs to FDA approval | 1998–2008 | Late-stage development and approvals |
| Wistar Institute (NCI Basic Cancer Center, Univ. of Pennsylvania) | Tumor immunology researcher | 12 years (incl. 9 years at Wistar) | Research in tumor immunology |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Summit Therapeutics Inc. | Director | Nov 2022 | Public biopharma oncology company |
| Zymeworks | Director | Feb 2024 | Public clinical-stage biotechnology company |
| SITC (Society for Immunotherapy of Cancer) | Elected At-Large Director (2020–2023); multiple committee leadership roles; Associate Editor (JITC Biomarker section) | Various | Biomarker Working Group (co-chair), Regulatory Committee (co-chair), prior Industry Committee co-chair |
Board Governance
- Independence: Board determined Dr. Cesano to be independent under NASDAQ/SEC standards .
- Committee assignments: Member, Research & Development Committee (R&D) . R&D Committee members: Senderowicz (Chair), Wilson, Cesano, Stuglik .
- Attendance: In FY2024 the Board met 4 times; all directors attended ≥75% of Board/committee meetings on which they served .
- Board/R&D focus: R&D Committee oversees pipeline, clinical development risk, and pre-approves material R&D disclosures; in 2024 it assessed risks from closure of NERLYNX trials and clinical risks tied to acquisition of alisertib rights .
| Governance Item | Status |
|---|---|
| Independence | Independent director |
| Board tenure | Director since 2022 |
| Committees | Research & Development Committee – Member |
| Meeting attendance | ≥75% in FY2024 (Board-wide disclosure) |
| Executive sessions | Non-employee directors met in executive session 4 times in 2024 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Board annual retainer (cash) | $50,000 |
| R&D Committee member retainer (cash) | $7,500 |
| Total cash fees earned (actual) | $57,500 |
Program notes:
- Cash retainers are paid quarterly and prorated if service begins mid-quarter .
Performance Compensation
| Equity Component | Grant details | Vesting | 2024 Value |
|---|---|---|---|
| Annual Director RSU | 27,000 RSUs granted 6/18/2024 | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to service | $83,430 grant-date fair value |
| Initial Option Award (on first joining the Board) | Option sized to $700,000 value, capped at 100,000 shares; exercise price = FMV at grant | 1/3 vests at 1-year; remaining 2/3 monthly over next 24 months, subject to service | Structure per program; Dr. Cesano held 100,000 options outstanding as of 12/31/2024 (94,444 exercisable within 60 days of 4/21/2025) |
Additional notes:
- Director equity awards are capped: annual RSU award targets $300,000 value but limited to 27,000 shares; due to the cap, the realized grant-date fair value was below $300,000 in 2024 .
- RSUs are time-based; there are no director performance-vesting metrics disclosed .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Summit Therapeutics Inc. | Director | Public biopharma; no related-party transactions involving Dr. Cesano are disclosed in the proxy |
| Zymeworks | Director | Public biotech; no related-party transactions involving Dr. Cesano are disclosed in the proxy |
| ESSA Pharma Inc. | EVP & CMO | Operating executive role; separate company |
- Overboarding guardrails: Puma’s guidelines generally limit service to ≤5 public company boards (≤3 if the director is a public-company CEO); the Nominating & Corporate Governance Committee affirmed all nominees comply and reviews time commitments/overboarding risks .
- Related-party oversight: Audit Committee reviews and approves any Item 404 related-person transactions; the proxy describes policy and oversight mechanics (approval/ratification process) .
Expertise & Qualifications
- Oncology R&D, translational diagnostics, regulatory/risk management, and executive leadership; advanced scientific education (M.D., Ph.D.) .
- Skill matrix indicates strengths in senior leadership, public company board experience, pharma/biotech, R&D, regulatory/risk, and advanced science .
- Professional recognition: 130+ publications; leadership/editor roles in SITC and Journal for ImmunoTherapy of Cancer (Biomarker section) .
Equity Ownership
| Ownership Item (as of 4/21/2025 record date) | Amount |
|---|---|
| Total beneficial ownership | 148,444 shares; <1% of outstanding |
| Owned shares (direct) | 27,000 shares |
| Unvested RSUs vesting within 60 days | 27,000 shares |
| Options exercisable within 60 days | 94,444 shares |
| Shares outstanding (for % calc) | 49,630,717 |
Stock ownership alignment:
- Director stock ownership guidelines: updated Feb 2025 to require ownership ≥3x annual cash retainer by Dec 31, 2029 (or 5th anniversary year-end), with a minimum of 10,000 shares retained through Dec 31, 2029 for directors serving as of Feb 11, 2025; unvested RSUs count, options do not; directors meeting 3+ years tenure had met prior 10,000-share guideline as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors and officers under the Insider Trading Compliance Policy .
Governance Assessment
- Committee fit and effectiveness: Dr. Cesano’s deep clinical/oncology background aligns with her role on the R&D Committee, which oversees pipeline risk and clinical development (e.g., NERLYNX trial closures and alisertib acquisition risks reviewed in 2024) . Independence and attendance thresholds were met at the Board level .
- Compensation alignment: Director pay is standard for size/sector, with cash retainers plus time-based RSUs; equity awards are capped at 27,000 shares annually (mitigating excessive pay in low-price environments) and vest within ~1 year, reinforcing service continuity rather than short-term targets .
- Ownership/skin-in-the-game: Beneficial ownership includes shares, unvested RSUs, and vested options; strengthened 2025 guidelines (3x retainer by 2029) increase long-term alignment, with prohibitions on hedging/pledging .
- Say-on-pay signal (company-wide): 96% approval at 2024 annual meeting indicates broad investor support for compensation governance framework, though this pertains to NEO pay rather than directors specifically .
- Conflicts/related-party: Audit Committee oversees Item 404 transactions; the proxy outlines policy and process, and does not disclose any specific related-party transactions involving Dr. Cesano .
RED FLAGS
- None identified in proxy disclosures regarding independence, attendance, pledging/hedging, or related-party transactions for Dr. Cesano; continue monitoring overall time commitments across multiple roles (company policy affirms compliance with overboarding limits) .