ALX ONCOLOGY HOLDINGS INC

Role of Compensation Committee and Board of Directors

Our compensation committee is responsible for overseeing the total compensation of our executive officers. In this capacity, our compensation committee designs, implements, reviews, and approves all compensation for our CEO and our other executive officers. Typically, the compensation committee reports to the board of directors on its discussions and on occasion seeks input from the board of directors regarding the decisions to be made and other actions to be taken with regard to our executive officers’ compensation. Our compensation committee’s determinations regarding executive compensation are based on the compensation committee’s assessment of the performance of the Company and each individual executive officer, as well as other factors, such as prevailing industry trends and the competitive market for executive talent. The compensation committee makes the final decisions regarding executive compensation.

Role of Management

In 2024, our CEO and then CFO made recommendations to our compensation committee, attended certain compensation committee meetings and were involved in the process for determining our executive officers’ compensation, provided that neither our CEO nor our then CFO made recommendations as to their own compensation or participated in compensation committee deliberations and determinations of their own compensation. Our compensation committee considers management’s recommendations but is not required to follow any recommendations and may adjust compensation up or down as it determines in its discretion. Our compensation committee reviews the recommendations and other data and makes decisions as to each executive officer’s total compensation, as well as each individual pay component.

Role of Independent Compensation Consultant

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. In 2024, our compensation committee retained Compensia as its independent compensation consultant to provide it with information, recommendations, and other advice relating to executive compensation on an ongoing basis. Accordingly, Compensia serves at the discretion of our compensation committee. Our compensation committee engaged Compensia to assist in developing an appropriate group of peer companies, to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair.

Our compensation committee periodically considers and assesses Compensia’s independence, including whether Compensia has any potential conflicts of interest with our company or members of our compensation committee. In connection with Compensia’s engagement, our compensation committee conducted such a review and concluded that it was not aware of any conflict of interest that had been raised by work performed by Compensia or the individual consultants employed by Compensia that perform services for our compensation committee.