ALX ONCOLOGY HOLDINGS INC
For the period ended Jun 12, 2024. Filed Apr 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2024 · Filed Apr 22, 2024
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Contents
Pay Versus Performance
Under rules adopted pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are required to calculate and disclose certain information regarding the “Compensation Actually Paid” (or CAP) to our named executive officers and certain Company performance for the years ended December 31, 2023, 2022 and 2021. The disclosure includes an analysis of compensation for our Principal Executive Officers (or our PEOs) and the average compensation for the non-PEO named executive officers (or our non-PEO NEOs).
| Year | Summary Compensation Table Total for PEO 1(1) | Compensation Actually Paid to PEO 1(2)(3) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 2(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Income (loss) |
|---|---|---|---|---|---|---|---|---|
| 2023 | $4,857,183 | $15,230,588 | $2,745,326 | $5,620,559 | $1,338,919 | $2,490,225 | $17.27 | $(160,805,000) |
| 2022 | $— | $— | $3,734,316 | $(3,301,953) | $1,919,196 | $(418,024) | $13.07 | $(123,482,000) |
| 2021 | $— | $— | $10,112,978 | $(43,518,093) | $4,181,018 | $(8,940,548) | $24.93 | $(83,463,000) |
(1)
The dollar amounts reported in these columns are the amounts of total compensation reported for the applicable PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Dr. Pons (shown as PEO 2 in the table) was our PEO during our fiscal years 2022 and 2021. Our PEOs for fiscal year 2023 were:
PEO 1: Mr. Lettmann
PEO 2: Dr. Pons
Mr. Lettmann was appointed as our Chief Executive Officer on September 6, 2023, on which date Dr. Pons transitioned from Chief Executive Officer of the Company to our Chief Scientific Officer while continuing to serve as our President.
(2)
The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. The fair value of equity for the calculation of Compensation Actually Paid was estimated using methodologies consistent with those used to estimate the grant date fair value of the awards, with the expected life for options adjusted to reflect their moneyness level at the time of re-valuation. These amounts reflect the total compensation for the PEO or the average of the total compensation for the non-PEO NEOs as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions for the PEO and the Non-PEO NEOs in accordance with SEC rules as set forth below:
| PEO 1: Jason Lettmann | 2023 |
|---|---|
| Summary compensation table total for PEO 1 | $4,857,183 |
| - Grant date fair value of stock awards and option awards granted during the year | (4,369,560) |
| + Fair value at year-end of stock awards and option awards granted during the year that are outstanding and unvested | 14,720,474 |
| + Change in fair value at year-end of stock awards and option awards granted in prior years that are outstanding and unvested | — |
| + Fair value at vesting of stock awards and option awards granted and vested during the year | 56,279 |
| + Change in fair value as of vesting date of stock awards and option awards granted in prior years that vested during the year | (33,788) |
| - Fair value as of prior year-end of stock awards and option awards granted in prior years that failed to meet vesting conditions during the year | — |
| Compensation actually paid to PEO 1 | $15,230,588 |
| PEO 2: Jaume Pons | 2023 | 2022 | 2021 |
|---|---|---|---|
| Summary compensation table total for PEO 2 | $2,745,326 | $3,734,316 | $10,112,978 |
| - Grant date fair value of stock awards and option awards granted during the year | (1,738,229) | (2,878,030) | (9,263,228) |
| + Fair value at year-end of stock awards and option awards granted during the year that are outstanding and unvested | 4,201,146 | 2,492,520 | 2,207,996 |
| + Change in fair value at year-end of stock awards and option awards granted in prior years that are outstanding and unvested | 1,226,407 | (4,380,284) | (40,602,500) |
| + Fair value at vesting of stock awards and option awards granted and vested during the year | 314,453 | 307,590 | 756,368 |
| + Change in fair value as of vesting date of stock awards and option awards granted in prior years that vested during the year | (1,128,544) | (2,578,065) | (6,729,707) |
| - Fair value as of prior year-end of stock awards and option awards granted in prior years that failed to meet vesting conditions during the year | — | — | — |
| Compensation actually paid to PEO 2 | $5,620,559 | $(3,301,953) | $(43,518,093) |
| Non-PEO NEOs | 2023 | 2022 | 2021 |
|---|---|---|---|
| Average summary compensation table total for non-PEO NEOs | $1,338,919 | $1,919,196 | $4,181,018 |
| - Grant date fair value of stock awards and option awards granted during the year | (642,088) | (1,285,020) | (3,739,523) |
| + Fair value at year-end of stock awards and option awards granted during the year that are outstanding and unvested | 1,551,679 | 1,112,899 | 873,321 |
| + Change in fair value at year-end of stock awards and option awards granted in prior years that are outstanding and unvested | 510,331 | (1,480,480) | (6,217,661) |
| + Fair value at vesting of stock awards and option awards granted and vested during the year | 116,303 | 137,326 | 189,080 |
| + Change in fair value as of vesting date of stock awards and option awards granted in prior years that vested during the year | (384,919) | (821,945) | (1,206,427) |
| - Fair value as of prior year-end of stock awards and option awards granted in prior years that failed to meet vesting conditions during the year | — | — | (3,020,356) |
| Average compensation actually paid to non-PEO NEOs | $2,490,225 | $(418,024) | $(8,940,548) |
(4)
Mr. Garcia and Dr. Randolph were our non-PEO NEOs for our fiscal years 2023 and 2022. Mr. Garcia, Dr. Randolph, Shelly Pinto and Steffen Pietzke were our non-PEO NEOs for our fiscal year 2021.
(5)
Total shareholder return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock on December 31, 2020.
Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return (or TSR)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s TSR over the fiscal years 2021, 2022, and 2023.
Description of Relationship Between NEO Compensation Actually Paid and Net Income/(Loss)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s Net Income (Loss) over the fiscal years 2021, 2022, and 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.