Corey Goodman

About Corey Goodman

Corey Goodman, Ph.D., age 73, is ALXO’s co‑founder and non‑executive Chairman, serving on the board since March 2015. He is a Managing Partner at venBio Partners (since March 2010), a member of the U.S. National Academy of Sciences, American Academy of Arts & Sciences, and American Philosophical Society, and recipient of the 2020 Gruber Neuroscience Prize. He holds a B.S. in Biology (Stanford) and a Ph.D. in Neurobiology (UC Berkeley), and previously was a tenured professor at Stanford and UC Berkeley and an HHMI Investigator .

Past Roles

External Roles

Board Governance

• Independence and leadership: The board determined Dr. Goodman is independent under Nasdaq rules. He serves as non‑executive Chairman; ALXO separates Chair and CEO roles to reinforce oversight .

• Committee assignments and engagement: | Committee | Goodman's Role | Chair? | 2024 Meetings | Other Members | |---|---|---|---|---| | Compensation | Member | Yes | 6 | C. Takimoto; S. Garland | | Corporate Governance & Nominating | Member | No | 4 | S. Garland (Chair); R. Hemrajani | | Research & Development | Member | Yes | Established Jan 16, 2025 | B. Klencke; C. Takimoto |

• Attendance: In FY2024 the board held 7 meetings; each director attended at least 75% of board and relevant committee meetings. All except one director attended the 2024 annual meeting of stockholders .

• Compensation committee interlocks: In 2024, Goodman (Chair), Garland, and Takimoto served; no executive officer interlocks reported (historical changes noted). Compensia serves as independent compensation consultant to the committee .

Fixed Compensation

• Policy (effective Jan 16, 2025 unless noted): Non‑employee director $40,000/year; Board Chair $35,000; Audit Chair $20,000; Audit member $7,500; Compensation Chair $12,000; Compensation member $6,000; Governance Chair $10,000; Governance member $5,000; R&D Chair $10,000; R&D member $5,000. Fees paid quarterly in arrears .

• Director cash compensation actually paid to Dr. Goodman: | Metric | FY 2023 | FY 2024 | |---|---:|---:| | Fees earned or paid in cash ($) | 90,387 | 95,018 | | Total cash ($) | 90,387 | 95,018 |

Performance Compensation

• Equity structure: Director Initial Award = options for 40,400 shares (36‑month monthly vesting). Annual Award changed in 2025 to options for 40,400 shares granted on first trading day on/after Jan 20 each year (12‑month monthly vesting; or earlier vest prior to next annual meeting). Change in control: full acceleration of outstanding director equity. Annual director comp cap: $1,000,000 (cash + equity grant‑date value). Exercise price at grant FMV; 10‑year max term .

• Director equity compensation to Dr. Goodman: | Metric | FY 2023 | FY 2024 | |---|---:|---:| | Option awards (grant‑date fair value, $) | 116,219 | 121,828 | | Total director compensation ($) | 206,606 | 216,846 |

• Outstanding director option holdings (as of 12/31/2024): | Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration | |---|---:|---:|---:|---| | 06/13/2024 | 10,100 | 10,100 | 8.44 | 06/12/2034 | | 06/20/2023 | 20,200 | — | 8.14 | 06/19/2033 | | 06/15/2022 | 12,004 | — | 6.67 | 06/14/2032 | | 06/11/2021 | 12,004 | — | 59.66 | 06/10/2031 | | 07/16/2020 | 24,009 | — | 19.00 | 07/16/2030 |

• Clawback and trading policy: ALXO adopted a Dodd‑Frank compliant Compensation Recovery (clawback) policy in July 2023; insider trading policy prohibits hedging and pledging of ALXO securities by directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Founding/operating experience (Renovis, Labrys); big pharma leadership (Pfizer ELT, Biotherapeutics & Bioinnovation Center President) .
• Academic distinction (NAS/AAAS/APS memberships; HHMI Investigator; 2020 Gruber Neuroscience Prize) .
• Venture leadership (venBio Managing Partner) and biotech board governance .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging and pledging by directors, aligning with shareholder interests .

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting results (Item 5.07): | Proposal | For | Against | Abstain | Broker Non‑Votes | |---|---:|---:|---:|---:| | Say‑on‑Pay (NEO compensation) | 22,147,884 | 8,736,683 | 1,381,373 | 11,796,795 | | Director Elections (Class II) – S. Garland | 23,602,975 | 8,662,965 | — | 11,796,795 | | Director Elections (Class II) – B. Klencke | 30,835,565 | 1,430,375 | — | 11,796,795 |

• Historical say‑on‑pay support: 97% approval in 2024 .

Related‑Party Transactions (Conflict Review)

• venBio affiliation: venBio entities beneficially own ~18.2% of ALXO; Dr. Goodman is Managing Partner of venBio and shares voting/dispositive power over venBio‑held shares per venBio filings (potential perceived conflict; board deems him independent) .
• Consulting to venBio (not Goodman): Former executive Dr. Jaume Pons received ~$125,000 per year (2017–2024) from venBio under a consulting agreement (related‑party context given venBio and Goodman affiliation) .
• Tallac Therapeutics agreements: Sublease and R&D collaboration with Tallac (led by former ALXO executives); R&D cost share of ~$0.8m (2024) and $1.7m (2023); Tallac services agreement terminated July 1, 2024 .
• ScalmiBio milestone: $1.0m milestone paid in 2024; ~$0.3m to former executive/stockholder Dr. Pons (31.7% holder) .
• Oversight: Audit committee reviews related‑party transactions; ALXO maintains a formal policy requiring audit committee approval for transactions >$120,000 with related persons .

Director Compensation Structure Analysis

• Mix and trends: Goodman’s director pay remains heavily equity‑oriented via options; cash retainer components unchanged in 2024 vs 2023 aside from modest increase in cash paid; option grant date fair values modestly increased (2023: $116,219; 2024: $121,828), consistent with policy .
• 2025 change signals: Annual option award doubled from 20,200 (post‑meeting in 2024) to 40,400 (January award timing), indicating a more equity‑heavy mix for non‑employee directors going forward (watch for potential pay inflation vs peers) .
• Protections: Director awards accelerate on change‑in‑control; total director compensation capped at $1,000,000 per fiscal year .

Governance Assessment

• Positives

  • Independent non‑executive Chairman with deep scientific, operating, and venture credentials; clear separation of Chair/CEO roles .
  • Strong committee leadership (chairs Compensation and R&D; member of Governance); regular committee activity; independent compensation advisor (Compensia) .
  • High historical shareholder support on pay (97% in 2024) and successful 2025 proposals; board and committee attendance disclosures at or above 75% threshold .
  • Robust policies: Clawback in place; hedging/pledging prohibited .

• Risk indicators and watch items

  • Significant ownership concentration via venBio (affiliated with Goodman) may raise perceived conflict or influence concerns despite independence determination; audit committee and related‑party policy mitigate .
  • Director equity award expansion in 2025 elevates equity risk exposure; monitor pay‑for‑performance alignment and peer benchmarking .
  • Ongoing related‑party context involving former executives (venBio consulting, Tallac collaboration, ScalmiBio milestone) requires continued audit committee oversight .

• Overall: Governance structure, independence determinations, and policy framework are supportive of board effectiveness; concentrated ownership and expanded director equity require monitoring for alignment and potential conflicts.