Alessandra Cesano
ZymeworksAbout Alessandra Cesano
Dr. Alessandra Cesano, age 65, is an independent Class I director of Zymeworks Inc. since February 2024. She holds an M.D. summa cum laude, board certification in oncology, and a Ph.D. in Tumor Immunology from the University of Turin, Italy, with over 25 years in oncology drug development and diagnostics; tenure at ZYME began Feb 8, 2024, and she is nominated for re-election at the Dec 30, 2025 meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESSA Pharma Inc. | Chief Medical Officer | Jul 2019 – May 2025 | Led clinical strategy in prostate cancer |
| NanoString Technologies, Inc. | Chief Medical Officer | Jul 2015 – Jul 2019 | Advanced translational/diagnostic multiplexed assays in immuno-oncology |
| Cleave Biosciences, Inc. | Chief Medical Officer | Prior to 2015 (dates not specified) | Clinical leadership in protein-targeted therapies |
| Nodality, Inc. | Chief Medical Officer & Chief Operations Officer | Prior to 2015 (dates not specified) | Built and led R&D; clinical vision and operations |
| Amgen Inc.; Biogen Inc.; SmithKline Beecham Pharmaceuticals | Various management roles | Prior years (dates not specified) | Advanced oncology drugs to late-stage and FDA approvals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Puma Biotechnology, Inc. | Director | Since Jul 2022 | Current public company directorship |
| Summit Therapeutics Inc. | Director | Since Nov 2022 | Current public company directorship |
| Society for Immunotherapy of Cancer (SITC) | Co-Chair, Regulatory Committee | Ongoing | Professional leadership |
| Journal for ImmunoTherapy of Cancer | Associate Editor (Biomarker section) | Ongoing | Publications/field leadership |
Board Governance
- Independence: Board determined Dr. Cesano is independent under Nasdaq rules; she serves on committees composed entirely of independent directors .
- Committees: Member, Nominating & Corporate Governance Committee; previously member of the Research & Development Committee (dissolved Nov 6, 2025). No chair roles .
- Attendance: 2024 Board 5/5; Nominating & Corporate Governance 3/4; Research & Development 2/2 — evidencing strong engagement .
- Director stock ownership guidelines: Adopted Sept 2025; non-management directors must beneficially own at least 10,000 shares by Sept 2028; unvested RSUs and unvested/vested options do not count toward ownership .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging Zymeworks securities .
- Lead independent director: Role held by Dr. Susan Mahony; executive sessions at least twice annually .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $40,000 | Standard director retainer |
| Committee cash retainers (member) | $5,000 (NCG); $6,000 (R&D) | 2024 rates; R&D member fee increased to $7,500 effective Jan 1, 2025 |
| Fees earned (actual) | $46,750 | Reported 2024 fees for Dr. Cesano |
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Vesting | Reported Fair Value |
|---|---|---|---|---|
| Initial director stock options | Feb 8, 2024 | 74,000 | 1/36 monthly, subject to service | Included in 2024 total option awards |
| Annual director stock options | Dec 2024 | 31,000 | 100% at next annual meeting, subject to service | Included in 2024 total option awards |
| 2024 Option awards (total) | 2024 | 105,000 options held at YE | Reflects 74k initial + 31k annual | $763,477 |
- As of Dec 31, 2024, Dr. Cesano held 105,000 director options; initial grant size was reduced to 62,000 for new directors after Dec 2024; annual grant reduced to 31,000 starting the 2024 annual meeting cycle .
Other Directorships & Interlocks
| Company | Sector Overlap with ZYME | Potential Interlocks/Notes |
|---|---|---|
| Puma Biotechnology, Inc. | Oncology | No related-party transactions disclosed with ZYME |
| Summit Therapeutics Inc. | Oncology | No related-party transactions disclosed with ZYME |
- Related-party policy: Audit Committee reviews/approves any related person transactions >$120,000; none disclosed involving Dr. Cesano .
- RED FLAGS: None disclosed regarding related-party transactions for Dr. Cesano .
Expertise & Qualifications
- Oncology physician-scientist with extensive clinical development leadership; >140 publications; senior roles across diagnostics and therapeutics; regulatory committee leadership at SITC; editorial role in immuno-oncology .
- Board qualification: Adds R&D depth to Nominating & Governance oversight; independence supports board effectiveness .
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Alessandra Cesano | 76,222 shares beneficially owned (via options exercisable within 60 days) | <1% | Footnote indicates options exercisable within 60 days counted as beneficial |
- Ownership alignment: Director stock ownership guidelines require 10,000 shares by Sept 2028; guidelines exclude options and unvested RSUs; compliance status for Dr. Cesano not disclosed .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
- Board effectiveness: Strong attendance and committee engagement; independent status and relevant domain expertise strengthen governance oversight (NCG membership, prior R&D participation) .
- Compensation mix: Cash is modest; equity is primary via options with clear vesting and no apparent repricing/modification; 2024 option award value $763,477, with cash fees $46,750 — alignment toward long-term equity, though options (vs RSUs) may provide more upside risk exposure .
- Conflicts/related-party exposure: No transactions involving Dr. Cesano disclosed; other board roles in oncology are noted but no interlocks or transactions reported; audit committee maintains robust related-party oversight .
- Alignment policies: Adoption of director stock ownership guidelines (10,000 shares by 2028) is a positive signal; anti-hedging/anti-pledging policy further supports investor alignment .
- Shareholder signals: 2024 say-on-pay support ~93% indicates broad shareholder approval of compensation practices; although focused on NEOs, it supports overall governance trust .
Overall, Dr. Cesano appears to enhance board R&D and clinical competence, with solid attendance and independence; compensation is equity-heavy with transparent structures, and no disclosed conflicts. Monitoring progress toward stock ownership guideline compliance will be a useful future alignment indicator .