ALX ONCOLOGY HOLDINGS INC
For the period ended Apr 21, 2025. Filed Apr 21, 2025.
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Apr 21, 2025 · Filed Apr 21, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant☒
Filed by a party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2 |
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Stockholder:
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the Annual Meeting) of ALX Oncology Holdings Inc. (ALX or the Company), which will be conducted via a live webcast on Wednesday, June 11, 2025 at 1:00 p.m. Pacific Time. The Annual Meeting will be held in a virtual format only. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ALXO2025, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
Whether or not you attend the virtual Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to change your vote or revoke your proxy, even if you have previously submitted your proxy.
On behalf of the Company’s Board of Directors, we would like to thank you for your continued support of and interest in ALX.
Sincerely,
| Corey Goodman, Ph.D. | Jason Lettmann |
|---|---|
| Chairman of the Board of Directors | Chief Executive Officer and Director |
ALX ONCOLOGY HOLDINGS INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | Wednesday, June 11, 2025 at 1:00 p.m. Pacific Time |
|---|---|
| Place | The Annual Meeting will be a completely virtual meeting of stockholders, to be conducted via a live webcast. You will be able to attend the Annual Meeting virtually, submit questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/ALXO2025. |
| Items of Business | •To elect two Class II directors to serve until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified;•To conduct an advisory vote to approve the compensation of our named executive officers (NEOs);•To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and•To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
| Record Date | Tuesday, April 15, 2025 (the Record Date). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. |
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 11, 2025. Our proxy statement and Annual Report to Stockholders are being made available on or about April 21, 2025 on our investor relations website at https://ir.alxoncology.com/ under “Financials & Filings.” We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission.
By order of the Board of Directors,
Jason Lettmann
Chief Executive Officer and Director
South San Francisco, California
This proxy statement is being mailed to stockholders on or about April 21, 2025.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| Director Nominees | 9 |
| Continuing Directors | 10 |
| Family Relationships | 12 |
| Director Independence | 12 |
| Board Leadership Structure | 13 |
| Board Diversity | 13 |
| Role of the Board in Risk Oversight | 14 |
| Environmental, Social and Governance (ESG) Practices | 14 |
| Committees of our Board of Directors | 15 |
| Attendance at Board and Stockholder Meetings | 17 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Considerations in Evaluating Director Nominees | 17 |
| Stockholder Recommendations for Nominations to the Board of Directors | 18 |
| Communications with the Board of Directors | 19 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 19 |
| Director Compensation | 19 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 23 |
| Nominees | 23 |
| Vote Required | 23 |
| PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | |
| Vote Required | |
| PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 25 |
| Fees Paid to the Independent Registered Public Accounting Firm | 25 |
| Auditor Independence | 25 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 26 |
| Vote Required | 26 |
| AUDIT COMMITTEE REPORT | 27 |
| EXECUTIVE OFFICERS | 28 |
| EXECUTIVE COMPENSATION | 30 |
| Named Executive Officers | 30 |
| Summary | 30 |
| Compensation Philosophy | 31 |
| “Say-on-Pay” Voting | 31 |
| Compensation Determination Process | 31 |
| Pay Components | 32 |
| Severance and Change in Control Protections | 33 |
| Other Compensation | 34 |
| Additional Policies and Practices | 35 |
| Summary Compensation Table | 35 |
| Outstanding Equity Awards at 2024 Year-End | 36 |
| Executive Employment Letter Agreements | 38 |
| Change in Control and Severance Agreements | 40 |
| Executive Incentive Compensation Plan | 42 |
|---|---|
| 2025 Inducement Equity Incentive Plan | 43 |
| Equity Compensation Plan Information | 43 |
| Compensation Recovery (Clawback) | 44 |
| Insider Trading Policy | 44 |
| Pay Versus Performance | 44 |
| Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return (or TSR) | 46 |
| Description of Relationship Between NEO Compensation Actually Paid and Net Income/(Loss) | 47 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 |
| CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 51 |
| Investors’ Rights Agreement | 51 |
| venBio Consulting Agreement | 51 |
| Tallac Therapeutics Agreements | 51 |
| ScalmiBio Milestone Payments | 52 |
| Indemnification Agreements | 52 |
| Related-Party Transaction Policy | 52 |
| OTHER MATTERS | 53 |
| Delinquent Section 16(a) Reports | 53 |
ALX ONCOLOGY HOLDINGS INC.
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m. Pacific Time on Wednesday, June 11, 2025
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2025 annual meeting of stockholders of ALX Oncology Holdings Inc. (the Annual Meeting), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Wednesday, June 11, 2025 at 1:00 p.m. Pacific Time virtually via a live webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/ALXO2025, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number on your proxy card.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.