Estrella Immunopharma, Inc. filed an 8-K on October 29, 2026, disclosing the appointment of Cynthia Pussinen, age 57, as Chief Executive Officer, Class I director, and Chairperson of the Board, effective October 25, 2026, along with her Employment Agreement and amendments to agreements with other named executives.

Key Highlights

  • New CEO appointed: Cynthia Pussinen, age 57, became Chief Executive Officer and Chairperson of the Board on October 25, 2026.
  • Predecessor role change: Cheng Liu, Ph.D., ceased serving as CEO and was appointed Chief Scientific Officer, while retaining his roles as President and director.
  • Base salary structure: Ms. Pussinen's starting annual base salary is $250,000, with automatic increases to $400,000, $450,000, and $525,000 tied to cumulative qualifying funding thresholds of $35.0 million, $55.0 million, and $75.0 million, respectively.
  • Equity grant: Ms. Pussinen was approved for an option to purchase 1,000,000 shares of common stock under the Company's 2023 Omnibus Incentive Plan, vesting 25% on October 25, 2027, with the remainder in 36 equal monthly installments.
  • Annual bonus target: The Employment Agreement sets a cash bonus target of 60% of base salary for 2026, and 55% to 70% of base salary thereafter, as set by the Compensation Committee.
  • Board governance change: The Board adopted resolutions to fill all three director classes and proposed a certificate of incorporation amendment for equal class sizing, to be submitted to stockholders at the 2027 annual meeting.

Pussinen's Appointment and Compensation at Estrella Immunopharma

According to the filing, Estrella Immunopharma, Inc. (NASDAQ:ESLA), a Delaware-incorporated clinical-stage immunotherapy company based in Emeryville, California, appointed Cynthia Pussinen as its new Chief Executive Officer effective October 25, 2026. Ms. Pussinen also assumed roles as Class I director and Chairperson of the Board. The filing notes she is not expected to be named to any committee of the Board. Her most recent position, according to the disclosure, was Managing Director, Biotech Investments, at Sorbie Bornholm Ltd. from March 2026 to October 2026, an investment firm focused on micro- and small-capitalization public companies.

The Employment Agreement, dated October 25, 2026, and approved by the Compensation Committee and the Board, establishes Ms. Pussinen's initial annual base salary at $250,000. Automatic increases are tied to funding milestones: the salary rises to $400,000 once cumulative qualifying funding received after October 25, 2026 first exceeds $35.0 million, to $450,000 above $55.0 million, and to $525,000 above $75.0 million, as stated in the filing. The filing also discloses that the Compensation Committee approved deferral of Ms. Pussinen's base salary on the same terms as the deferrals applying to Dr. Liu and Mr. Xu.

The filing further discloses that the Board approved amendments to existing employment agreements with Dr. Liu and with Jiandong (Peter) Xu, the Company's Chief Financial Officer. These amendments, labeled Amendment No. 1 to each officer's prior agreement, conform the base salary, annual cash bonus, benefits, and severance terms of both officers to those provided to Ms. Pussinen, with funding-based salary thresholds measured from October 25, 2026. According to the filing, the amendments do not provide for any new equity awards, and the Company continues to defer payment of base salaries for Dr. Liu and Mr. Xu, without interest, pending the completion of additional financing.

What Was Disclosed

Estrella Immunopharma filed an 8-K reporting the appointment of Cynthia Pussinen as CEO, director, and Board Chair, her Employment Agreement including salary, bonus, severance, and equity terms, conforming amendments to agreements with two other executives, and a Board governance resolution regarding director class structure.