Rekha Hemrajani
About Rekha Hemrajani
Independent Class III director at ALX Oncology since April 2020; age 55. She is designated the Audit Committee Chair and audit committee financial expert and is considered independent under Nasdaq rules. Education includes a B.S. in Economics and Computer Science (University of Michigan) and an M.B.A. from Northwestern Kellogg. Her current board term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jiya Acquisition Corporation | Chief Executive Officer and Director | Aug 2020 – Nov 2022 | Led SPAC governance and transactions (not further detailed). |
| Aravive, Inc. | President & Chief Executive Officer | Jan 2020 – Apr 2020 | Executive leadership in clinical-stage biotech. |
| Arcus Biosciences | Chief Operating Officer & Chief Financial Officer | Mar 2019 – Sep 2019 | Finance and operations leadership. |
| FLX Bio (RAPT Therapeutics) | Chief Operating Officer | Mar 2016 – Mar 2019 | Operational leadership in oncology pipeline. |
| 3‑V Biosciences (Sagimet Biosciences) | Chief Financial Officer & SVP, Business & Financial Operations | Feb 2015 – Mar 2016 | Corporate finance and business operations. |
| Ravinia Consulting | Founder/Advisor | Nov 2013 – Jan 2015 | Strategic corporate development advisory. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MaxCyte, Inc. | Director | Current | Cell-engineering platform company. |
| BioAge Labs, Inc. | Director | Current | Biopharmaceutical company. |
| Adverum Biotechnologies, Inc. | Director | Prior | Prior public company board service. |
| Aravive, Inc. | Director | Prior | Governance experience in clinical-stage biotech. |
| Jiya Acquisition Corp. | Director | Prior | SPAC governance. |
Board Governance
- Committees: Audit (Chair, Financial Expert), Corporate Governance & Nominating (Member). Not on Compensation or R&D Committees.
- Independence: Board determined Hemrajani is independent under Nasdaq rules.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024. Audit Committee held 4 meetings; Corporate Governance & Nominating held 4 meetings.
- Audit Committee remit includes auditor oversight, internal controls, risk assessment, conflicts and related-party transactions review; Hemrajani serves as the SEC-defined audit committee financial expert.
| Committee | Role | Financial Expert | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Chair | Yes | 4 |
| Corporate Governance & Nominating | Member | N/A | 4 |
Fixed Compensation
Outside Director Compensation Policy (amended Jan 16, 2025) cash retainers:
- Director annual retainer: $40,000.
- Audit Committee Chair: $20,000; Member: $7,500.
- Compensation Committee Chair: $12,000; Member: $6,000.
- Corporate Governance & Nominating Chair: $10,000; Member: $5,000.
- Research & Development Chair: $10,000; Member: $5,000.
| Item | Amount ($) |
|---|---|
| Director Retainer (Policy) | 40,000 |
| Audit Chair (Policy) | 20,000 |
| CG&N Member (Policy) | 5,000 |
| 2024 Cash Fees Earned (Actual) | 65,000 |
Notes:
- Director cash paid quarterly, in arrears; no meeting fees disclosed; non-employee chair of Board extra $35,000 applies to the Chair (not Hemrajani).
- Policy reviewed with independent compensation consultant (Compensia).
Performance Compensation
Equity grants are stock options (time-based vesting; no performance-based director awards disclosed). Annual grant size doubled in 2025. Changes in control accelerate vesting.
| Equity Program Element | Key Terms |
|---|---|
| Initial Award for new directors | Options to purchase 40,400 shares; 36 equal monthly vesting; 10-year term; strike = FMV at grant. |
| Annual Award (2024 policy) | 20,200 options post Annual Meeting; 12 equal monthly vesting until next Annual Meeting. |
| Annual Award (2025 policy) | 40,400 options on/after Jan 20 annually; monthly vesting. |
| Change-in-Control | Full acceleration of outstanding director equity awards if serving through change-in-control. |
| Director Equity Value (2024) | Option Awards fair value: $121,828. |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Strike ($) | 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 |
| 04/30/2020 | 87,378 | — | 4.81 | 04/30/2030 |
Performance metrics tied to director compensation:
| Metric | Status |
|---|---|
| TSR/financial targets for director equity | Not disclosed; director equity awards are time-based options. |
Other Directorships & Interlocks
- Compensation Committee interlocks: No interlock involving Hemrajani disclosed in 2024.
- Major shareholders/affiliations: venBio and other funds disclosed as beneficial owners; no related-party transactions disclosed involving Hemrajani.
Expertise & Qualifications
- Financial and operating executive across biopharma; designated audit committee financial expert with financial sophistication under Nasdaq rules.
- Education: B.S. (Economics and Computer Science), University of Michigan; M.B.A., Northwestern Kellogg.
- Industry: Broad operating roles (CFO/COO/CEO) across clinical-stage oncology companies and SPAC governance.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares held directly | 33,000 |
| Options exercisable within 60 days (as of Mar 31, 2025) | 163,568 |
| Of which vested (as of Mar 31, 2025) | 153,469 |
| Total beneficial ownership | 196,568 |
| Percent of shares outstanding | <1% |
Policies affecting alignment and risk:
- Hedging and pledging are prohibited by Insider Trading Policy; directors cannot pledge ALXO stock or use derivatives.
- Section 16(a) compliance: All insiders (including directors) complied in 2024.
Governance Assessment
- Strengths: Independent director with deep finance/operational background; serving as Audit Chair and SEC-defined financial expert enhances board oversight of reporting, internal controls, and related-party transactions; consistent attendance and committee engagement.
- Alignment: Receives standard cash retainer plus Audit Chair and CG&N fees, and time-based options; beneficial ownership primarily via options with meaningful legacy grants; hedging/pledging prohibitions support alignment.
- Signals: Board amended director equity policy in Jan 2025 to increase annual option awards to 40,400 from 20,200, potentially increasing director equity exposure but still within the $1,000,000 annual cap; no meeting fees; no director-specific performance metrics disclosed.
- Conflicts/Red flags: No related-party transactions disclosed involving Hemrajani; compensation committee interlocks not involving her; robust audit committee remit over conflicts; no Section 16 filing delinquencies.
Investor takeaway: Hemrajani’s audit leadership and independence are positives for governance quality; compensation is standard for small-cap biotech with option-heavy structure, and policy changes in 2025 increase annual director equity grants—monitor dilution and board equity mix over time.