ALX Oncology Holdings Inc. Announces Board Changes and Officer Compensation
Ticker: ALXO · Form: 8-K · Filed: Nov 14, 2024 · CIK: 1810182
Sentiment: neutral
Topics: board-changes, executive-compensation, director-appointment, director-departure
Related Tickers: ALXO
TL;DR
ALXO board shakeup: Director out, new director in, plus executive pay details.
AI Summary
On November 8, 2024, ALX Oncology Holdings Inc. filed an 8-K report detailing several key events. The company announced the departure of Director Dr. Michael J. Yothers and the appointment of Dr. David J. Earp as a new director. Additionally, the report covers compensatory arrangements for certain officers and includes other events and financial statements/exhibits.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Board changes and executive compensation disclosures can indicate internal shifts that may affect company direction and investor sentiment.
Key Players & Entities
- ALX Oncology Holdings Inc. (company) — Registrant
- Dr. Michael J. Yothers (person) — Departing Director
- Dr. David J. Earp (person) — Appointed Director
- November 8, 2024 (date) — Date of earliest event reported
FAQ
Who has departed from the Board of Directors?
Dr. Michael J. Yothers has departed from the Board of Directors.
Who has been appointed as a new director?
Dr. David J. Earp has been appointed as a new director.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is November 8, 2024.
What are the main topics covered in this 8-K filing?
The filing covers the departure of directors, election of directors, appointment of officers, compensatory arrangements of certain officers, Regulation FD disclosures, other events, and financial statements/exhibits.
What is the principal executive office address of ALX Oncology Holdings Inc.?
The principal executive office is located at 323 Allerton Avenue, South San Francisco, California 94080.
Filing Stats: 1,475 words · 6 min read · ~5 pages · Grade level 11.3 · Accepted 2024-11-14 08:03:07
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share ALXO The Nasdaq Global Se
- $575,000 — r. Sandler's annual base salary will be $575,000, and he will receive a one-time signing
- $50,000 — ime signing bonus in an amount equal to $50,000, less any applicable withholdings. For
- $479,646 — single, lump sum, cash payment equal to $479,646, and for Company-paid premiums for COBR
Filing Documents
- alxo-20241108.htm (8-K) — 63KB
- alxo-ex99_1.htm (EX-99.1) — 16KB
- img62044099_0.jpg (GRAPHIC) — 145KB
- 0000950170-24-126749.txt ( ) — 390KB
- alxo-20241108.xsd (EX-101.SCH) — 25KB
- alxo-20241108_htm.xml (XML) — 4KB
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Medical Officer On November 10, 2024, the Board of Directors (the "Board") of ALX Oncology Holdings Inc. (the "Company") appointed Alan Sandler, M.D., age 68, to the office of Chief Medical Officer to fill a recently created vacancy. Effective on the same date, Dr. Sandler resigned as a member of the Board and all committees thereof. For Dr. Sandler's biographical information, see the disclosure included in the Current Report on Form 8-K filed with the SEC by the Company on August 6, 2024, which disclosure is incorporated by reference herein. There are no arrangements or understandings between Dr. Sandler and any other persons pursuant to which he was appointed Chief Medical Officer. There are no family relationships between Dr. Sandler and any director or executive officer of the Company. In connection with the appointment of Dr. Sandler as the Company's Chief Medical Officer, the Company and Dr. Sandler entered into an employment offer letter. Dr. Sandler's annual base salary will be $575,000, and he will receive a one-time signing bonus in an amount equal to $50,000, less any applicable withholdings. For 2025 and later years, Dr. Sandler will be eligible for an annual target cash bonus equal to 45% of his annual base salary based on achieving performance objectives established by the Board or the compensation committee of the Board. The employment letter also provides that he will be granted a stock option to purchase 700,000 shares of the Company's common stock under the Company's Amended and Restated 2020 Equity Incentive Plan (the "Plan"), with the option to purchase 100,000 of the 700,000 shares to be granted during 2025 as part of the Company's annual refresh cycle. The foregoing descriptions of the employment offer letter does not purport to be complete and is qualifie
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Item 7.01 Regulation RD Disclosure. On November 14, 2024, the Company issued a press release announcing the appointment of Dr. Sandler as Chief Medical Officer of the Company. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including the related information set forth in the press release attached hereto as Exhibit 99.1, is being "furnished" and shall not be deemed "filed" with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that 1 section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
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Item 8.01 Other Events. In connection with Dr. Sandler's resignation from the Board, the Board reduced its size to four directors, of which three are considered independent directors. On November 10, 2024, the Board approved the composition of committees of the Board as follows: Audit Committee: Rekha Hemrajani, Chair; Scott Garland; Corey Goodman, Ph.D. Compensation Committee: Corey Goodman, Ph.D., Chair; Scott Garland Corporate Governance and Nominating Committee: Scott Garland, Chair; Corey Goodman, Ph.D.; Rekha Hemrajani In appointing Dr. Goodman to the Audit Committee, the Board determined that Dr. Goodman qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the Nasdaq Stock Market. Dr. Goodman also satisfies the additional requirements of financial literacy and audit committee independence for audit committee service under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release dated November 14, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALX ONCOLOGY HOLDINGS INC. Date: November 14, 2024 By: /s/ Jason Lettmann Jason Lettmann Chief Executive Officer 3