Estrella Immunopharma has appointed Cynthia Pussinen as chief executive, board chair and a Class I director, replacing Cheng Liu as CEO. Liu remains president and a director and becomes chief scientific officer. The leadership changes come with new executive compensation terms tied in part to future financing, as well as a proposed change to the company’s board-class structure.
Leadership and experience
- Pussinen’s appointment took effect October 25. She has worked in biotech investing and consulting, was CEO and a director of cell-therapy company Sernova, and previously served as chief technical officer of Spark Therapeutics, where she oversaw technical development, manufacturing and operations.
- She is not expected to serve on a board committee. Under her employment agreement, Estrella agreed to appoint her board chair and nominate her for election as a director during her employment.
- Liu stepped down as CEO but continues as president, director and chief scientific officer. CFO Jiandong (Peter) Xu remains in his role.
Compensation and financing-related terms
- Pussinen’s annual base salary is $250,000. It will rise automatically to $400,000, $450,000 and $525,000 as cumulative qualifying funding received after October 25 first exceeds $35 million, $55 million and $75 million, respectively.
- Her target cash bonus is 60% of base salary for 2026. For later years, the target will range from 55% to 70% of base salary, with the compensation committee setting the amount.
- Estrella will grant her an option to buy 1 million common shares. The option is scheduled to be granted on the second business day after the report was filed, with an exercise price equal to the stock’s closing price on that grant date. It will have a 10-year term, vest 25% on October 25, 2027, and vest monthly over the following three years, subject to continued service.
- Pussinen’s base salary is being deferred on the same terms as Liu’s and Xu’s. The company says it continues to defer Liu’s and Xu’s adjusted salaries, without interest, until additional financing is completed.
- Liu’s and Xu’s employment agreements were amended to align their base salary, bonus, benefits, severance and change-in-control terms with Pussinen’s, including the funding-linked salary increases. The amendments provide no new equity awards.
- If Pussinen is dismissed without cause or resigns for good reason, she is eligible, subject to signing a release, for 12 months of base-salary continuation, any earned but unpaid prior-year bonus, a prorated target bonus for the termination year, and up to 12 months of employer-paid health-insurance premiums.
- If such a termination occurs within 90 days before or 12 months after a change in control, her package instead includes 12 months of base salary paid in a lump sum, the prior-year unpaid bonus, the full target bonus for the termination year, up to 12 months of health-insurance premiums, and full acceleration of unvested equity awards.
Board structure
- The board resolved not to leave any director class vacant and to fill any class that otherwise would have no members. With Pussinen’s appointment, all three classes have at least one director.
- The board also proposed a charter amendment to remove its authority to leave a class unoccupied and to provide for the three classes to be as nearly equal in size as possible.
The compensation terms link increases in executive base salaries to cumulative qualifying funding, while salary payments for Pussinen, Liu and Xu are currently deferred pending additional financing. The board action is intended to keep all three director classes represented; the proposed charter amendment would formalize that approach and require the classes to be as nearly equal in size as possible.