Alan Sandler
About Alan Sandler
Alan Sandler, M.D. (age 68) served briefly as an independent, non‑employee director of ALXO from August 2024 until November 10, 2024, when he resigned from the Board to become Chief Medical Officer (CMO). He holds a B.S. in Pharmacy (University of Toledo) and an M.D. (Rush Medical School), and previously held senior oncology development roles at Mirati Therapeutics (EVP & CMO), Zai Lab (President, Head of Global Development, Oncology), and Genentech (SVP, Global Head of Product Development, Oncology) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mirati Therapeutics | Executive Vice President & Chief Medical Officer | Nov 2022 – Apr 2024 | Led oncology development; tenure through BMS acquisition |
| Zai Lab Limited | President, Head of Global Development, Oncology | Dec 2020 – Oct 2022 | Global oncology development leadership |
| Genentech (Roche) | SVP, Global Head of Product Development, Oncology (culminating role) | Jul 2013 – Nov 2020 | Increasing responsibility ending in global oncology PD leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elevation Oncology, Inc. | Director | Current | Public company board service |
| TOLREMO therapeutics AG | Scientific Advisory Board member | Current | Advisory role |
| Avidicure | Scientific Advisory Board member | Current | Advisory role |
| N‑Power Medicine | Strategic Advisory Board member | Current | Advisory role |
| Mythic Therapeutics | Clinical Advisory Board member | Current | Advisory role |
Board Governance
- Committee assignments: Appointed to ALXO’s Compensation Committee on August 5, 2024; resigned November 10, 2024 prior to assuming the CMO role .
- Independence/transition: Served as a non‑employee director during Aug–Nov 2024; stepped down before becoming an executive officer, mitigating committee‑to‑management conflict risk .
- Attendance: In 2024, each director met at least the 75% attendance requirement for Board and applicable committee meetings; the Board held seven meetings, Compensation Committee six, Audit Committee four, Corporate Governance & Nominating Committee four .
- Board leadership context: Chairman separate from CEO; risk oversight distributed across committees with related‑party monitoring by the Audit Committee .
Fixed Compensation (Director – FY 2024)
| Metric | FY 2024 |
|---|---|
| Cash fees ($) | $13,661 |
| Option awards – grant date fair value ($) | $82,978 |
| Total ($) | $96,639 |
ALXO’s Outside Director Compensation Policy (amended Jan 16, 2025) provides annual cash retainers and option grants; cash program includes $40,000 for director service plus committee fees ($6,000 member/$12,000 chair for Compensation Committee), paid quarterly and prorated; Annual Award shifted in 2025 to options for 40,400 shares vesting monthly .
Performance Compensation (Executive – CMO)
| Metric | 2024 | 2025 |
|---|---|---|
| Annual base salary ($) | $575,000 | $575,000 |
| Target bonus (%) | Not eligible (late‑year appointment) | 45% of base |
- Incentive plan mechanics: Bonuses funded against pre‑established corporate and individual goals; for 2024, corporate pool funded at 76% and individual goals at 100% for participating NEOs; Sandler did not participate in 2024 due to timing .
- Clawback: Compensation Recovery Policy adopted July 2023; awards subject to clawback and potential recovery upon restatements or misconduct .
Change‑of‑Control and Severance Terms (Executive – as NEO)
| Provision | Terms |
|---|---|
| Non‑CIC termination (without cause/for good reason) | 100% of base salary (lump sum), prorated 100% of target bonus, up to 12 months COBRA |
| CIC period termination | 100% of base salary and 100% of target bonus (lump sums), up to 12 months COBRA, 100% acceleration of time‑based equity (performance‑based excluded) |
| Tax gross‑ups | None; 280G “best‑net” cutback applies |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Elevation Oncology, Inc. | Director | No ALXO‑disclosed related‑party transactions with Elevation; advisory roles at other biotech entities disclosed, not identified as related‑party dealings with ALXO . |
Expertise & Qualifications
- Oncology drug development leadership across large‑cap and biotech (Genentech/Roche; Mirati; Zai Lab) .
- Clinical and product development oversight; deep oncology portfolio execution experience .
- Pharmacy and medical training (B.S. Pharmacy; M.D.) .
Equity Ownership
- Individual beneficial ownership for Dr. Sandler is not separately itemized in the March 31, 2025 beneficial ownership table; current officers and directors as a group hold 11,479,043 shares (21.0%) . Hedging and pledging of ALXO securities are prohibited for directors and employees under the Insider Trading Policy .
Governance Assessment
- Committee‑to‑management transition: Sandler’s resignation from the Compensation Committee on the date he became CMO is procedurally appropriate and reduces direct conflict of interest risk; however, any director-to-executive transition from compensation oversight into management merits monitoring for compensation decisions involving his role thereafter .
- Attendance and engagement: Met the ≥75% attendance standard in 2024; Compensation Committee met six times, signaling active oversight .
- Alignment: 2024 director pay mix favored equity (options) alongside prorated cash fees, supporting alignment; hedging/pledging prohibitions further strengthen alignment .
- Pay governance: Clawback policy in place; CIC terms for Sandler (as a non‑CEO NEO) are moderate (100% salary/bonus, time‑based equity acceleration, no tax gross‑ups), generally shareholder‑friendly relative to higher multiples .
RED FLAGS
- Director→Executive shift while on Compensation Committee (Aug–Nov 2024). Although he resigned prior to appointment as CMO, this proximity is a governance sensitivity and warrants scrutiny of subsequent executive compensation decisions for independence and process integrity .
No related‑party transactions involving Sandler are disclosed in the proxy; hedging/pledging prohibited, and no tax gross‑ups in CIC benefits .