DEF: ALX Oncology Holdings Inc. Announces Details for 2025 Annual Stockholders Meeting
Proxy Statement
ALX Oncology Holdings Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 11, 2025, to elect directors, conduct an advisory vote on executive compensation, and ratify the appointment of KPMG LLP as its independent accounting firm.
Summary
- ALX Oncology Holdings Inc. is holding its 2025 Annual Meeting of Stockholders on June 11, 2025, at 1:00 p.m. Pacific Time, via a live webcast.
- Stockholders will vote on the election of two Class II directors, an advisory vote on executive compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- The record date for determining stockholders eligible to vote is April 15, 2025.
- The board of directors recommends voting FOR the election of Scott Garland and Barbara Klencke, M.D., as Class II directors.
- The board recommends voting FOR the advisory vote on executive compensation and FOR the ratification of KPMG LLP.
- The proxy statement and Annual Report are available on the company's investor relations website on or about April 21, 2025.
- As of the Record Date, there were 53,395,770 shares of common stock outstanding and entitled to vote.
Sentiment
Score: 7
Explanation: The document is primarily informational, outlining the details of the upcoming annual meeting and related proposals. The tone is professional and positive, expressing gratitude for stockholder support and highlighting the company's commitment to ethical practices and employee development.
Positives
- The company is committed to ethical, responsible, and sustainable business practices.
- The company strives to provide competitive and robust compensation and benefits programs.
- The company emphasizes employee development and training.
- In 2024, our stockholders approved the say-on-pay vote with 97% of the shares of our common stock present and entitled to vote in support of our named executive officer compensation as disclosed in our 2024 proxy statement.
Risks
- The classification of the board of directors may have the effect of delaying or preventing changes in control of the company.
- The competition for talent in our industry and in the San Francisco Bay Area, where our headquarters is located, is significant.
Future Outlook
The company intends to submit the executive compensation of its named executive officers to an advisory vote at its annual meeting of stockholders each year until such time as the say-when-on-pay proposal is brought before our stockholders again.
Management Comments
- On behalf of the Companys Board of Directors, we would like to thank you for your continued support of and interest in ALX.
- Our board of directors believes that a virtual Annual Meeting allows for participation by a broader group of stockholders, reduces the costs to stockholders associated with holding an in-person meeting, and is the best option for ensuring the health and safety of the participants.
Industry Context
The document does not provide explicit details on how this announcement relates to broader industry trends or competitors, but the company's commitment to ethical practices, competitive pay, and employee development aligns with general trends in the biotechnology industry.
Comparison to Industry Standards
- The document does not provide specific details for comparison to industry standards.
- The document mentions that the Outside Director Compensation Policy is reviewed periodically with input from an independent compensation consultant, Compensia, regarding practices and compensation levels at comparable companies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Peter Garcia | Harish Shantharam | 2025-01-21 | Departure of previous CFO |
| Chief Medical Officer | Sophia Randolph, M.D., Ph.D. | Alan Sandler, M.D. | 2024-11-10 | Departure of previous CMO |
| President and Chief Scientific Officer | Jaume Pons, Ph.D. | N/A | 2025-04-15 | Separation agreement |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Outside Director Compensation Policy | The board of directors amended the Outside Director Compensation Policy in consultation with Compensia following review of updated market data for peer companies. | 2025-01-16 | Designed to attract, retain and reward non-employee directors. |
| Adoption of 2025 Inducement Equity Incentive Plan | The board of directors adopted the Inducement Plan, providing for the grant of equity-based awards to new employees. | 2025-01-16 | Intended to comply with The Nasdaq Stock Market LLCs (Nasdaq) inducement award exception. |
Related Party Transactions
- Dr. Jaume Pons, our former President and Chief Scientific Officer, entered into a consulting agreement with venBio, one of our stockholders and an affiliate of one of our directors, Dr. Corey Goodman.
- In July 2020, we assigned to Tallac Therapeutics our lease with respect to our premises located at 866 Malcolm Road, Burlingame, California 94010, and received a sublease for such premises from Tallac Therapeutics.
- In July 2020, we also entered into a research and development services agreement, or the Tallac Services Agreement, with Tallac Therapeutics.
- In March 2021, we entered into a Collaboration Agreement with Tallac Therapeutics pursuant to which we expect to jointly develop, manufacture, and commercialize a novel class of cancer immunotherapeutics.
- During the year ended December 31, 2024, the Company made its first milestone payment of $1.0 million to the stockholders of ScalmiBio, including 31.7%, or $0.3 million, to Dr. Pons.
Stakeholder Impact
- Shareholders are invited to participate in the virtual Annual Meeting and vote on key proposals.
- Employees are impacted by the company's commitment to ethical practices, competitive pay, and employee development.
- Executive officers are impacted by the company's compensation policies and severance agreements.
Next Steps
- Stockholders are urged to promptly vote and submit their proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card.
- The company will announce preliminary voting results at the Annual Meeting.
- The company will disclose final voting results on a Current Report on Form 8-K that it expects to file within four business days after the Annual Meeting.
Key Dates
| Date | Description |
|---|---|
| 2015-03-01 | Corey Goodman, Ph.D. has served as a member of our board of directors and as Chairman since March 2015. |
| 2017-01-01 | In January 2017, Dr. Jaume Pons, our former President and Chief Scientific Officer, entered into a consulting agreement with venBio, one of our stockholders and an affiliate of one of our directors, Dr. Corey Goodman. |
| 2020-04-01 | Rekha Hemrajani has served as a member of our board of directors since April 2020. |
| 2020-04-01 | Jason Lettmann has served as a member of our board of directors since April 2020. |
| 2020-07-01 | We became a public company in July 2020. |
| 2021-05-03 | Shelly Pinto has served as our Senior Vice President, Finance since July 2023, as Chief Accounting Officer since May 2021, as Interim Chief Financial Officer from November 2024 to January 2025 and as Vice President, Finance from May 2021 to July 2023. |
| 2022-11-01 | Scott Garland has served as a member of our board of directors since November 2022. |
| 2023-09-06 | Jason Lettmann has served as our Chief Executive Officer since September 2023. |
| 2024-04-28 | Mr. Nielsen resigned as a member of our compensation committee on April 28, 2024. |
| 2024-04-30 | Dr. Canamasas resigned as a member of our board of directors on April 30, 2024. |
| 2024-08-05 | Dr. Sandler was appointed to the compensation committee on August 5, 2024 and resigned as a member of the compensation committee on November 10, 2024 prior to his appointment as our Chief Medical Officer. |
| 2024-10-11 | Dr. Randolph served as our Chief Medical Officer until October 11, 2024. |
| 2024-11-08 | Mr. Garcia served as our Chief Financial Officer until November 2024. |
| 2024-11-10 | Dr. Sandler has served as our Chief Medical Officer since November 2024 and previously served as a member of our board of directors from August 2024 until November 2024. |
| 2025-01-16 | On January 16, 2025, our board of directors amended the Outside Director Compensation Policy in consultation with Compensia following review of updated market data for peer companies. |
| 2025-01-16 | Our research and development committee was formally established on January 16, 2025. |
| 2025-01-18 | Drs. Klencke and Takimoto joined our board of directors on January 18, 2025. |
| 2025-01-21 | Harish Shantharam has served as our Chief Financial Officer since January 2025. |
| 2025-03-06 | Our consolidated financial statements for our fiscal year ended December 31, 2024 are included in our Annual Report on Form 10-K filed with the SEC on March 6, 2025. |
| 2025-04-15 | Dr. Pons and the Company entered into a separation agreement terminating his employment effective as of April 15, 2025. |
| 2025-04-15 | Record Date Tuesday, April 15, 2025 (the Record Date). |
| 2025-04-21 | This proxy statement is being mailed to stockholders on or about April 21, 2025. |
| 2025-04-21 | Our proxy statement and Annual Report to Stockholders are being made available on or about April 21, 2025 on our investor relations website at under Financials & Filings. |
| 2025-06-11 | Time and Date Wednesday, June 11, 2025 at 1:00 p.m. Pacific Time |
| 2025-12-22 | For a stockholder proposal to be considered for inclusion in our proxy statement for our 2026 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 22, 2025. |
| 2026-02-05 | To be timely for our 2026 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices: not earlier than February 5, 2026 at 8:00 a.m., Pacific time |
| 2026-03-09 | To be timely for our 2026 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices: not later than March 9, 2026 at 5:00 p.m., Pacific time. |
Keywords
Annual Meeting, Proxy Statement, Stockholders, Directors, Executive Compensation, KPMG, Voting, ALX Oncology
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