Alessandra Cesano
About Alessandra Cesano
Alessandra Cesano (64) is an independent director of Summit Therapeutics Inc. (SMMT) since November 2022; she is currently Chief Medical Officer at ESSA Pharma. She holds an MD and PhD in tumor immunology from the University of Turin and has led clinical and regulatory programs across drug and diagnostics, contributing to approvals of Kepivance (palifermin) and Vectibix (panitumumab) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NanoString Inc. | Chief Medical Officer | Not disclosed | Built and led Immuno-Oncology program and diagnostic pipeline |
| Cleave Biosciences | Chief Medical Officer | Not disclosed | Led two INDs; led two Phase I trials in multiple myeloma and solid tumors |
| Various programs (industry) | Clinical/regulatory leader | Not disclosed | Lead roles contributing to approvals of Kepivance and Vectibix |
External Roles
| Organization | Role | Public Company | Committees/Notes |
|---|---|---|---|
| ESSA Pharma | Chief Medical Officer | Yes | Current role |
| Puma Biotechnology, Inc. | Director | Yes | Current board service |
| Zymeworks Inc. | Director | Yes | Current board service |
Board Governance
- Independence: The Board determined Cesano is independent under Nasdaq rules; she meets committee independence standards (Audit, Compensation, Nominating & Corporate Governance) .
- Committee assignments (FY2024): Member, Nominating & Corporate Governance Committee; committee members were Clark (Chair), Booth, Cesano; the committee held 0 meetings in 2024 .
- Attendance: In 2024 the Board held 2 meetings; each director attended at least 75% of Board and committee meetings where they served. All current Board members at the time attended the 2024 annual meeting .
- Board leadership: Kenneth A. Clark serves as Lead Independent Director (LID) with defined responsibilities; Robert W. Duggan serves as Co-CEO and Chair, with Summit designated as a “controlled company” (may rely on certain Nasdaq governance exemptions) .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $28,200 | Actual cash fees to Cesano |
| Annual Director Retainer (program) | $49,900 | Standard retainer, paid quarterly; program terms |
| Committee Membership Fee (program) | $6,500 per committee | Standard for Audit, Compensation, Nominating & Corporate Governance |
| Committee Chair Fees (program) | Audit $36,700; Comp $13,000; Nominating & Corp Gov $13,000 | Not applicable to Cesano (not Chair) |
| Meeting Fees | None disclosed | Not disclosed |
| Expense Reimbursement | Reasonable out-of-pocket reimbursed | Program policy |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Strike Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Option Award (annual director grant) | 2024 | 35,000 options | Not disclosed | Vests in 4 equal quarterly installments; first on March 31 of year of grant | Included in total option value below |
| Total Option Awards (FY2024) | 2024 | — | — | — | $119,926 (aggregate grant-date fair value per ASC 718) |
Performance metrics tied to director compensation: None disclosed; director equity is time-based and not performance-conditioned .
Other Directorships & Interlocks
| Company | Relationship to Summit | Potential Interlock/Conflict |
|---|---|---|
| Puma Biotechnology, Inc. | Independent director role | No Summit related-party transactions disclosed with Puma – |
| Zymeworks Inc. | Independent director role | No Summit related-party transactions disclosed with Zymeworks – |
No related-party transactions disclosed involving Cesano. Related-party items in the proxy involve Duggan, Zanganeh, Xia/Akeso, Soni, and Clark’s law firm engagement (approved and within Nasdaq thresholds) –.
Expertise & Qualifications
- 27 years in R&D across biopharma and diagnostics; CMO roles at ESSA, NanoString, Cleave; full-phase development experience with biologics and small molecules .
- Regulatory and clinical execution (multiple INDs, Phase I trials); participation in programs leading to two marketed therapies (Kepivance, Vectibix) .
- Oncology specialization and immuno-oncology translational diagnostics leadership .
Equity Ownership
| As of April 15, 2025 | Shares Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Alessandra Cesano | — | 221,397 | 221,397 | <1% |
Options outstanding and exercisable (as of Dec 31, 2024):
| Metric | Options Outstanding | Options Exercisable |
|---|---|---|
| Cesano (12/31/2024) | 311,879 | 211,879 |
Recent Form 4 transactions (chronological):
| Transaction Date | Filing Date | Type | Quantity | Price | Security | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2024-01-02 | 2024-01-04 | Award (Option) | 35,000 | $2.64 | Stock Option (right to buy) | 35,000 | https://www.sec.gov/Archives/edgar/data/1599298/000159929824000017/0001599298-24-000017-index.htm |
| 2024-01-02 | 2024-01-04 | Award (Option) | 21,363 | $2.64 | Stock Option (right to buy) | 56,363 | https://www.sec.gov/Archives/edgar/data/1599298/000159929824000017/0001599298-24-000017-index.htm |
| 2025-01-02 | 2025-01-06 | Award (Option) | 35,000 | $18.35 | Stock Option (right to buy) | 35,000 | https://www.sec.gov/Archives/edgar/data/1599298/000159929825000026/0001599298-25-000026-index.htm |
| 2025-01-02 | 2025-01-06 | Award (Option) | 3,073 | $18.35 | Stock Option (right to buy) | 3,073 | https://www.sec.gov/Archives/edgar/data/1599298/000159929825000026/0001599298-25-000026-index.htm |
Note: Annual director option grants (35,000) and potential “Retainer Option Election” awards are consistent with Summit’s director compensation policy (time-based vesting; optional conversion of cash retainer to options at a 2.0x multiplier) .
Governance Assessment
- Board effectiveness and independence: 5 of 9 directors are independent, and Cesano is part of the independent cohort; LID structure enhances oversight with defined duties. Nominating & Corporate Governance membership (Clark, Booth, Cesano) provides direct influence on board composition and governance standards .
- Engagement: Board met 2 times in 2024 and all directors achieved at least 75% attendance; Cesano’s committee (Nominating & Corp Gov) held 0 meetings, a datapoint investors may watch as governance workload shifts across committees .
- Compensation alignment: Director pay is modest in cash ($28,200 for Cesano in 2024) with equity options as the primary long-term element; vesting is time-based, not performance-based, which reduces metric-linked alignment but standard for director roles .
- Conflicts/related-party exposure: No Cesano-specific related-party transactions disclosed; broader board-level related-party matters exist (e.g., Duggan/Zanganeh financing notes; Akeso/Xia license; WSGR/Clark legal services), all subject to Audit Committee oversight and policy thresholds—investors should monitor outcomes of derivative litigation related to 2022 notes for governance implications –.
- Risk indicators: Controlled company status may reduce certain Nasdaq governance protections; insider trading policy prohibits hedging/shorts/options on company stock for directors, supporting alignment .
- Shareholder sentiment: Say-on-pay support was ~97% in 2024, indicating broad shareholder approval of compensation practices for executives; while not directly on director pay, it reflects governance confidence trends .
RED FLAGS:
- Controlled company status (potentially fewer governance safeguards) .
- Pending derivative litigation concerning 2022 notes (board-level fiduciary scrutiny; outcome risk not specific to Cesano) .
Positive Signals:
- Clear independence status and committee service .
- Prohibitions on hedging/derivatives in insider trading policy .
- No Cesano-related party transactions disclosed –.