Chris Takimoto
About Chris H. Takimoto, M.D., Ph.D., FACP
Independent Class III director of ALXO since January 18, 2025; age 66; term expires at the 2026 annual meeting. He serves on the Compensation Committee and the Research & Development Committee, and the Board has affirmatively determined he is independent under Nasdaq rules and specifically qualified for Compensation Committee service; the R&D Committee was formally established on January 16, 2025. Education: B.S. Chemistry (Stanford), Ph.D. Pharmacology (Yale), M.D. (Yale School of Medicine); distinguished clinical and drug development background across academia and industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| START Center for Cancer Research | Global Chief Medical Officer | Since Oct 2024 | Leads early-phase oncology trials; scientific and clinical oversight . |
| IGM Biosciences, Inc. (public) | Chief Medical Officer | Jul 2021–Oct 2024 | Led clinical development; public company operating experience . |
| Gilead Sciences, Inc. | SVP, Oncology | Apr 2020–Jul 2021 | Oversaw oncology portfolio post-acquisition of Forty Seven . |
| Forty Seven, Inc. (acquired by Gilead) | Chief Medical Officer | Feb 2016–Apr 2020 | Advanced anti-CD47 therapeutics; role through $4.9B acquisition . |
| Janssen Research & Development; Ortho Biotech Oncology R&D | Various leadership roles | Prior to 2016 | Oncology drug development leadership . |
| University of Texas Health Science Center; National Cancer Institute; Uniformed Services University of the Health Sciences | Academic/clinical positions | Various | Oncology research; Commissioned Officer in U.S. Public Health Service . |
| Tizona Therapeutics | Independent Board Director | Prior | Board-level governance in oncology biotech . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| START Center for Cancer Research | Global Chief Medical Officer | Since Oct 2024 | Specialized early-phase oncology clinical trial network . |
| Tizona Therapeutics | Independent Board Director | Prior | External board experience (biotech) . |
Board Governance
- Committee assignments: Compensation Committee member and Research & Development Committee member; Compensation Committee chaired by Dr. Goodman with members Mr. Garland and Dr. Takimoto; R&D Committee chaired by Dr. Goodman with members Dr. Klencke and Dr. Takimoto .
- Independence: Board determined Dr. Takimoto meets Nasdaq independence standards, and satisfies additional Compensation Committee independence requirements under SEC/Nasdaq rules .
- Attendance: In FY2024 the Board held 7 meetings, and each director attended at least 75% of Board and applicable committee meetings during the periods served; Committee meeting counts: Audit (4), Compensation (6), Corporate Governance & Nominating (4). R&D Committee established January 16, 2025 .
- Board structure: Staggered three classes; current Board size six; Dr. Takimoto is Class III with term through 2026 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base director annual retainer ($) | $40,000 | Outside Director Compensation Policy . |
| Compensation Committee member fee ($) | $6,000 | Applies to each non-employee member; chairs receive chair fee only . |
| Research & Development Committee member fee ($) | $5,000 | Applies to each non-employee member; chairs receive chair fee only . |
| Reimbursements | Reasonable travel expenses | Paid quarterly in arrears; prorated . |
Per policy, Dr. Takimoto’s roles entitle him to the base director retainer plus committee member retainers for Compensation and R&D; actual cash paid for 2025 not itemized in the proxy .
Performance Compensation
| Equity Award | Shares/Terms | Vesting | Timing | Additional Terms |
|---|---|---|---|---|
| Initial stock option grant | 40,400 options | 1/36 monthly over 36 months | Granted on appointment date (Jan 18, 2025) | 10-year max term; exercise price at 100% FMV on grant; full acceleration upon Change in Control if serving through transaction . |
| Annual stock option grant (policy as amended Jan 2025) | 40,400 options per year (prorated if applicable) | 1/12 monthly; or earlier—day before next annual meeting | First trading day on/after Jan 20 each year | 10-year max term; exercise price at 100% FMV on grant; full acceleration upon Change in Control . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Tizona Therapeutics | Private | Independent Board Director (prior) | No disclosed interlocks with ALXO competitors/suppliers/customers . |
- Compensation Committee interlocks: 2024 membership included Goodman, Sandler, Garland, Nielsen (with Sandler/Nielsen departures in late Apr–Nov); 2025 Compensation Committee includes Goodman (Chair), Garland, Takimoto; Board states no reciprocal interlocks of ALXO executives serving on other issuers’ comp committees .
Expertise & Qualifications
- Oncology drug development leadership across early and late-stage programs at IGM, Gilead, Forty Seven, Janssen; extensive clinical research governance experience .
- Advanced scientific credentials (Ph.D. Pharmacology) and medical training; aligns with R&D oversight responsibilities .
- Governance familiarity via prior independent board role; compensation committee independence affirmed .
Equity Ownership
| Metric | As of/Period | Amount |
|---|---|---|
| Beneficial ownership (options exercisable within 60 days) | March 31, 2025 | 4,488; percent of outstanding: less than 1% (*) . |
| Vested vs unvested options breakdown | March 31, 2025 | 2,244 vested; 2,244 unvested (within 60 days) . |
| Shares pledged as collateral | Policy | Prohibited by Insider Trading Policy (no pledging or margin accounts) . |
Governance Assessment
- Independence and committee fit: Newly appointed independent director with specific SEC/Nasdaq Compensation Committee independence confirmation; serves on Compensation and R&D Committees—a strong alignment of domain expertise with committee responsibilities .
- Ownership alignment: Holds options only as of March 31, 2025 and less than 1% beneficial ownership; director equity is time-based options with full Change-in-Control acceleration (common in small/mid-cap biotech), which can dilute pay-for-performance signals compared to holding RSUs/stock; note that hedging/pledging are prohibited, supporting alignment .
- Director compensation policy changes: January 2025 amendment doubled annual option grants from 20,200 to 40,400 options and moved grant timing to align with executive refresh cycle; change guided by Compensia benchmarking, signaling a market-aligned yet higher equity mix for directors .
- Attendance and engagement: Board/committee activity was robust in 2024 (Board 7 meetings; Audit 4; Compensation 6; CG&N 4), and directors met at least 75% attendance; Dr. Takimoto joined in 2025 with immediate assignments on two committees, indicating engagement .
- Conflicts/related parties: Board and 8-K disclosures state no Item 404(a) related-party transactions involving Dr. Takimoto; no family relationships; governance policies prohibit hedging/pledging—no observed red flags .
- Shareholder signals: 2025 say‑on‑pay outcome approved on an advisory basis (For: 22,147,884; Against: 8,736,683; Abstain: 1,381,373; Broker Non‑Votes: 11,796,795); continued oversight by Compensation Committee with independence affirmed .
RED FLAGS: None disclosed specific to Dr. Takimoto—no related-party transactions, hedging/pledging prohibited, independence affirmed. Monitoring recommended on director equity policy changes (increased option size) for potential pay inflation risk vs market alignment .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025) | 22,147,884 | 8,736,683 | 1,381,373 | 11,796,795 |
Employment & Contracts (Director)
- Indemnification: Standard indemnification agreement executed upon Board appointment (same form as other directors) .
- Director compensation limits: Policy caps total annual cash + equity at $1,000,000 per non-employee director (value of equity based on grant-date fair value) .
Compensation Committee Analysis
- Composition and independence: 2025 committee comprises Goodman (Chair), Garland, Takimoto—each independent; prior 2024 membership transitioned to remove an executive who later became CMO (Sandler) and a resigning director (Nielsen), mitigating insider participation risk .
- Consultant use: Compensia engaged to benchmark director compensation; January 2025 policy amendment informed by updated peer data .
Related Party Transactions
- No transactions in which ALXO or subsidiaries is a party and Dr. Takimoto has a material interest requiring disclosure under Item 404(a) .
Other Directorships & Interlocks
| Person | Other Boards (current) | Other Boards (prior) | Notes |
|---|---|---|---|
| Chris H. Takimoto | Not disclosed | Tizona Therapeutics (Independent Director) | No ALXO-disclosed interlocks with competitors/suppliers/customers . |
Governance Quality Summary
- Strengths: Independent status; relevant oncology/R&D expertise; active committee roles; prohibitions on hedging/pledging; no related-party transactions; use of independent compensation consultant .
- Watch items: Increased director option grant sizes from January 2025; full Change‑in‑Control acceleration for director equity; relatively low personal share ownership (options only) limits “skin‑in‑the‑game,” though common for small/mid‑cap biotech boards .