Jason Lettmann
About Jason Lettmann
Jason Lettmann, 47, is Chief Executive Officer of ALX Oncology (since September 6, 2023) and a director (since April 2020; previously on the board March 2015–May 2017). He holds a B.A. in Psychology (University of Iowa) and an MBA (University of Michigan Ross) and brings venture investing and operating experience from Morgenthaler Ventures and Lightstone Ventures and as former CEO of Promedior (acquired by Roche) . In 2024, ALX’s Pay-Versus-Performance table shows a decline in TSR (value of initial $100) to $7.77 at year-end 2024 from $17.27 at year-end 2023, while net loss narrowed to $134.9M from $160.8M, framing the backdrop for incentive outcomes and equity value alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgenthaler Ventures | Partner | Jun 2009–present | Venture and private equity investing; board experience in life sciences |
| Lightstone Ventures | General Partner | Mar 2012–Jul 2023 | Early-stage biotech investing; portfolio governance and capital formation |
| Promedior, Inc. | Chief Executive Officer | Jan 2019–Feb 2020 | Led company through acquisition by Roche (deal noted) |
| Split Rock Partners | Vice President | Jun 2006–Jun 2009 | Early-stage investment sourcing and portfolio support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ra Pharmaceuticals (acquired by UCB) | Director | Not disclosed | Board oversight during growth culminating in sale to UCB |
| Several privately-held companies | Director | Ongoing | Governance and strategic input across multiple private biotech boards |
Fixed Compensation
| Element | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $217,330 | $700,000 | $724,500 |
| Target Bonus (% of base) | 55% (set for CEO) | 55% | 55% |
Notes:
- CEO employment is at-will under an employment letter effective Sept 6, 2023 .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout Mechanics | Notes |
|---|---|---|---|---|---|
| Corporate goals (composite) | 100% corporate | 55% of $700,000 = $385,000 | $292,600 (76% of target) | Bonuses typically paid in month after performance period | Pool funded at 76% for corporate goals; CEO goals entirely corporate |
2024 Equity Awards at Grant (Aggregate Fair Value)
| Award Year | Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|
| 2024 | $3,168,000 | $2,480,230 | FASB ASC 718 grant-date fair value; not actual realized |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Award Type | Quantity | Exercise/Strike | Expiration | Vesting Schedule | Market Value Basis |
|---|---|---|---|---|---|---|
| 12/02/2024 | Option | 200,000 | $1.66 | 12/01/2031 | 30 equal monthly installments from 01/02/2025 | Market price $1.67 at 12/31/2024 |
| 02/14/2024 | RSU | 140,000 | — | — | See plan; RSUs outstanding at YE | Market price $1.67; $233,800 market value |
| 02/14/2024 | RSU | 52,500 | — | — | See plan; RSUs outstanding at YE | Market price $1.67; $87,675 market value |
| 02/14/2024 | Option | 190,000 (39,583 ex., 150,417 unex.) | $15.84 | 02/13/2034 | Footnote (6) option vesting; time-based | — |
| 09/08/2023 | Option | 1,200,000 (375,000 ex., 825,000 unex.) | $4.92 | 09/07/2033 | Time-based | — |
Notes:
- Footnotes in the proxy specify time-based monthly vesting for numerous option grants; 12/02/2024 grant explicitly vests over 30 months .
- RSU footnotes for these specific CEO grants are referenced; units and YE market values are disclosed; specific cadence not restated in text beyond being outstanding .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $217,330 | $700,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | $3,168,000 |
| Option Awards ($) | $4,369,560 | $2,480,230 |
| Non‑Equity Incentive Plan ($) | $119,003 | $292,600 |
| All Other Compensation ($) | $151,290 | — |
| Total ($) | $4,857,183 | $6,640,830 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 826,028 shares (1.5% of outstanding as of Mar 31, 2025) |
| Components | 125,270 shares held directly; 700,758 options exercisable within 60 days (609,591 vested as of Mar 31, 2025) |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging by executives and directors |
| Insider trading controls | Pre‑clearance and blackout windows for insiders per policy |
| Ownership guidelines | Not disclosed in 2025 proxy; no executive guideline discussed (no item) |
Employment Terms
| Term | Non‑CIC Termination (without cause/for good reason) | CIC Period Termination (double trigger: within 3 months before to 1 year after CIC) |
|---|---|---|
| Base salary multiple | 1.0x base salary lump sum | 1.5x base salary lump sum (CEO) |
| Target bonus multiple | 1.0x target bonus (prorated) | 1.5x target bonus (CEO) |
| COBRA continuation | Up to 12 months | Up to 18 months (CEO) |
| Equity vesting | Not specified for non‑CIC | 100% acceleration of time‑based equity (non‑performance awards) |
| 280G treatment | Best‑net cutback; no tax gross‑ups | |
| Employment status | At‑will; CEO letter effective Sept 6, 2023 |
Board Governance
- Role and independence: Lettmann serves as CEO and director (Class I; term through 2027). Board is 5/6 independent; the Chair (Corey Goodman) is an independent director, separating the Chair/CEO roles and mitigating dual‑role concentration concerns .
- Committees: Committee rosters list independent directors; Lettmann is not listed as a member of audit, compensation, governance, or R&D committees, supporting independent oversight of pay, audit, and nominations .
- Attendance: Each director attended at least 75% of board and applicable committee meetings in 2024 .
- Director compensation: Employee directors (including the CEO) received no additional director pay in 2024 .
Pay Governance, Clawback, Say‑on‑Pay, Peer Practices
- Independent consultant: Compensia advises the compensation committee; no conflicts identified .
- Clawback: Compensation Recovery Policy adopted July 2023, compliant with SEC/Nasdaq rules; incentives subject to recoupment upon certain restatements/misconduct .
- Bonus design: Corporate and functional goals drive funding; CEO goals were 100% corporate in 2024; pool funded at 76% for corporate goals .
- Say‑on‑Pay: 97% support in 2024, indicating strong shareholder backing for pay program .
Performance & Track Record (context for pay-for-performance)
| Metric | 2023 | 2024 |
|---|---|---|
| TSR: Value of initial $100 investment (year-end) | $17.27 | $7.77 |
| Net Income (Loss) | $(160,805,000) | $(134,850,000) |
Notes:
- CEO “Compensation Actually Paid” under SEC rules was volatile given equity revaluations: $15.23M (2023) vs $(11.21)M (2024), underscoring sensitivity to stock performance .
Vesting Schedules and Potential Selling Pressure
- Time‑based options vest monthly (e.g., 200,000 options granted 12/02/2024 vest over 30 months beginning 01/02/2025), creating steady monthly increments of exercisable shares; RSUs granted in 2024 remain outstanding and contribute to future release cadence, indicating ongoing potential supply as awards vest over time .
- Anti‑hedging/pledging policy reduces alignment risk; no pledging permitted .
Compensation Structure Analysis
- Mix and risk: CEO pay skews heavily to equity (time‑based RSUs and options), with annual cash incentives tied to corporate milestones; 2024 bonus paid at 76% of target given goal achievement, consistent with formulaic reductions in a negative TSR year .
- No repricing/gross‑ups: No option repricing disclosed; change‑in‑control arrangements include best‑net cutback, no excise tax gross‑ups (shareholder‑friendly) .
- Equity cadence: Significant 2023–2024 option grants (including a 1.2M option at $4.92 in 2023 and 200k at $1.66 in late 2024) align incentives with recovery in share price; portions are currently out‑of‑the‑money or marginal, increasing performance dependency .
Equity Ownership & Alignment (detail table)
| Ownership Detail | Amount |
|---|---|
| Shares held directly | 125,270 |
| Options exercisable within 60 days (incl. vested) | 700,758 (609,591 vested as of 03/31/2025) |
| Total beneficial ownership | 826,028 shares (1.5% of outstanding) |
Employment & Contracts (key terms summary)
| Item | Status |
|---|---|
| Employment start in CEO role | Sept 6, 2023 (at‑will) |
| 2025 base salary | $724,500 |
| Target bonus | 55% of base salary |
| Severance (non‑CIC) | 1x base + 1x target bonus (prorated) + 12 months COBRA |
| Severance (CIC double trigger) | 1.5x base + 1.5x target bonus + 18 months COBRA; 100% acceleration for time‑based equity |
| 280G | Best‑net cutback; no gross‑up |
Director Service and Independence
- Board seat: Class I director; term expires at 2027 annual meeting .
- Independence: As CEO, not independent; board remains majority independent (5/6) and separates Chair and CEO .
- Committee roles: None listed for CEO; independent directors populate audit, compensation, governance, and R&D committees (chairs: Hemrajani (Audit), Goodman (Comp), Garland (Governance), Goodman (R&D)) .
Investment Implications
- Pay-for-performance calibration: 2024 bonus funded at 76% and CAP negative reflect alignment with weak TSR; strong Say‑on‑Pay (97%) signals investor acceptance of the design despite stock underperformance, likely due to formulaic outcomes and equity-heavy mix .
- Retention and overhang: Multi-year time-based vesting (monthly options, outstanding RSUs) supports retention but introduces steady supply as awards vest. Watch for semiannual RSU releases (140k and 52.5k granted in 2024) and 30‑month option vesting from Jan 2025 that may influence trading liquidity and insider sale windows .
- Change‑in‑control economics: CEO enjoys 1.5x cash severance and full acceleration of time‑based equity on double-trigger CIC, which could facilitate strategic optionality without excessive shareholder-unfriendly gross‑ups .
- Alignment safeguards: Prohibitions on hedging/pledging and a Dodd‑Frank-compliant clawback reduce misalignment/behavioral risks; independent committee oversight and external consultant mitigate governance concerns of CEO/director dual role .