📜 What This Document Is 🏛️

This document is a Proxy Statement (DEF 14A), which is a required filing sent to the company’s shareholders. Think of it as an instruction manual and agenda for the Annual Meeting of Stockholders. It doesn't contain current revenue or profit numbers, but rather details about corporate governance, who the management and board members are, and what shareholders need to vote on.

👉 Why it matters: This document gives you the power to vote on fundamental decisions—like electing directors or approving executive pay—and it reveals how the company is structured to manage itself.

The shareholders are invited to attend the Annual Meeting on Wednesday, June 10, 2026, at 1:00 p.m. Pacific Time. The meeting will be held entirely virtually, accessible via a live webcast at www.virtualshareholdermeeting.com/ALXO2026.

🏢 About ALX Oncology Holdings Inc. 🧬

ALX Oncology Holdings Inc. is a biopharmaceutical company focused on oncology. While the filing is highly technical, the core mission is centered around the research, development, and commercialization of treatments for various cancers.

👉 In simple terms: The company operates in the complex, high-stakes field of medicine, where success depends on successfully moving promising drug candidates from early research into clinical use and ultimately, to patients.

👥 Board Structure and Directors 👑

The board of directors is the group ultimately responsible for overseeing the company's management. Currently, ALX has seven board members, and they are structured into three classes with staggered three-year terms. This staggered system is designed to prevent the entire board from being up for election at the same time.

Nominees for Class III Directors: At the 2026 Annual Meeting, shareholders will elect three new Class III directors:
- Daniel Curran, M.D. (Nominee since August 2025).
- Rekha Hemrajani (Director since April 2020).
- Chris Takimoto, M.D., Ph.D., F.A.C.P. (Nominee since January 2025).
Continuing Directors: The board includes veteran leaders like Corey Goodman, Ph.D., and Jason Lettmann.
Independence: The board has confirmed that five of its seven directors—Drs. Curran, Goodman, Takimoto, Mr. Garland, and Ms. Hemrajani—are considered "independent," meaning they have no material relationship with the company that would impair their objective judgment.

🧠 Corporate Governance and Committees ⚙️

Corporate governance concerns the rules and practices by which the company is run. To ensure checks and balances, the board has formed three key committees, each with specific oversight responsibilities.

Audit Committee: This committee is chaired by Ms. Hemrajani and includes Dr. Curran and Mr. Garland. They are responsible for overseeing all accounting and financial reporting matters, ensuring the company's internal controls are adequate, and selecting the independent public accounting firm.
Compensation Committee: This committee is chaired by Dr. Goodman and includes Dr. Takimoto and Mr. Garland. They oversee the compensation philosophy, plans, and benefits for all executive officers.
Corporate Governance and Nominating Committee: Chaired by Mr. Garland and including Dr. Curran and Ms. Hemrajani, this committee handles finding, evaluating, and recommending candidates for the board of directors.

🧑‍💼 Executive Officers and Leadership 🚀

This section details the key management team (Named Executive Officers, or NEOs). These executives are responsible for the day-to-day operations and strategy of the company.

Jason Lettmann: Serves as the Chief Executive Officer (since September 2023). He brings experience as a venture capital and private equity partner.
Harish Shantharam: Serves as the Chief Financial Officer (since January 2025). His background includes time at Amgen Inc. and Gilead Sciences.
Shelly Wong: Serves as Senior Vice President, Finance and Chief Accounting Officer. She brings decades of experience in financial accounting and reporting.
Barbara Klencke, M.D.: Now the Chief Medical Officer (since February 2026). She has extensive experience in oncology and clinical development.
Jeff Knight: Serves as the Chief Development & Operating Officer (since April 2026). His background includes leadership roles at Amgen and Genentech.

💰 Executive Compensation Program 💲

ALX uses a performance-based compensation model designed to motivate executives. The program is highly structured to align the interests of management with the company's long-term success.

Compensation Philosophy: The program is designed so that a substantial portion of the compensation is "at-risk." This means a significant portion of the pay will actually vary based on the company's financial performance and the executive's personal contributions.
Director Pay: Outside Directors receive cash and equity awards. The policy outlines specific annual payments, such as $40,000 per year for a non-employee director, and lower amounts for serving on specific committees (e.g., $7,500 for an Audit Committee member).
Equity Awards: Directors and executives receive initial and annual awards of stock options. These awards typically vest in equal monthly installments over several years, providing a performance incentive.
Key Protection: The policies include provisions for "Change in Control," meaning if the company undergoes a significant acquisition, outstanding equity awards for directors may accelerate vesting in full.

🗳️ Voting Instructions and Logistics ⏳

This is vital information for any shareholder. The company provides multiple ways to cast a vote, and careful attention to deadlines is needed.

Record Date: Shares must be owned as of the close of business on Wednesday, April 15, 2026, to be entitled to vote.
Voting Deadline: All votes (whether by mail, phone, or internet) must be received no later than 11:59 p.m. Eastern Time on June 9, 2026.
Voting Methods: Shareholders can vote:
1. Via the Internet: Using http://www.proxyvote.com.
2. By Telephone: Calling 1-800-690-6903.
3. By Mail: Returning the enclosed proxy card.
4. Virtually: Participating and voting during the June 10, 2026, live webcast.

⚖️ Required Votes (Proposals for Approval) ✅

At the Annual Meeting, shareholders are asked to vote on three specific, non-negotiable proposals.

Election of Directors (Proposal No. 1): Electing Daniel Curran, Rekha Hemrajani, and Chris Takimoto as Class III directors for a three-year term, until 2029.
Advisory Vote on Compensation (Proposal No. 2): Approving, on an advisory basis, the compensation of the named executive officers.
Ratification of Auditor (Proposal No. 3): Approving the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 Why this matters: While Proposal No. 2 is advisory (meaning the vote cannot force the company to change its pay), it signals the level of shareholder comfort with the executive pay package.

🤝 Related-Party Transactions 📜

Related-party transactions involve deals where one of the parties is related to the company (like a director, officer, or their company). The company disclosed several ongoing agreements, which are necessary for transparency.

VenBio Consulting Agreement: An agreement involving venBio Consulting.
Tallac Therapeutics Agreements: Agreements with Tallac Therapeutics.
ScalmiBio Milestone Payments: Payments related to ScalmiBio.

👉 Why it matters: Listing these out ensures that shareholders are aware of the outside business relationships that might intersect with the company's interests.

🚀 Next Steps and Contacts 🌐

If you have any questions about the meeting or voting process, the company provided clear contact information and future filing timelines.

Proxy Materials Available: The full proxy statement and Annual Report (10-K) will be available starting on or about April 20, 2026.
Online Access: All materials and questions can be found on the investor relations website: https://ir.alxoncology.com/.
Corporate Secretary: For questions regarding proxy materials or the bylaws, shareholders can contact the Secretary at ALX Oncology Holdings Inc., 323 Allerton Avenue, South San Francisco, California 94080, or by phone at (650) 466-7125.

🧠 The Analogy

Voting on a proxy statement is like being a shareholder detective during a company town hall. You aren't asked to pick the company's next drug, but you are asked to scrutinize the management team's performance, the financial reports (via the auditor), and the rules (via the board). You are checking who is in charge, how much they are paid, and if they are following the proper procedures—essentially checking the company's operational governance—before giving them your trust.

🧩 Final Takeaway

The proxy statement is a governance report, not a performance report. It confirms that ALX Oncology is actively soliciting votes to affirm its management structure and pay packages, detailing the professional backgrounds of key personnel and the mechanics of its corporate oversight.

ALXO issues proxy statement detailing annual governance and director votes