Scott Garland
About Scott Garland
Scott Garland, age 56, is an independent Class II director of ALX Oncology (ALXO) who has served on the Board since November 2022. He is a former biotech CEO and commercial leader, having served as CEO of PACT Pharma (2021–2023), President/CEO of Portola Pharmaceuticals (2018–2020), and senior commercial roles at Relypsa (2014–2018) and Exelixis (2011–2014). He holds a B.S. in Biological Sciences from Cal Poly (San Luis Obispo) and an M.B.A. from Duke University’s Fuqua School of Business . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PACT Pharma, Inc. | Chief Executive Officer | Mar 2021 – Feb 2023 | Led an immuno-oncology company through clinical development phase |
| Portola Pharmaceuticals, Inc. | President, CEO, Director | Oct 2018 – Jul 2020 (acquired by Alexion) | Oversaw company through acquisition |
| Relypsa Inc. | President; SVP & Chief Commercial Officer | President: Apr 2017 – Sep 2018; SVP/CCO: Oct 2014 – Apr 2017 | Built and led commercial organization |
| Exelixis, Inc. | EVP & Chief Commercial Officer | Oct 2011 – Oct 2014 | Commercial leadership in oncology |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Day One Pharmaceuticals, Inc. | Director | Current | Public biopharma board service |
| Olema Pharmaceuticals (Olema Oncology) | Director | Current | Public biopharma board service |
| LB Pharmaceuticals | Director | Current | Board service disclosed in 2025 proxy |
| Karyopharm Therapeutics Inc. | Director | Former | Prior public company board role |
| Calithera Biosciences Inc. | Director | Former | Prior public company board role |
Board Governance
| Governance Area | Details |
|---|---|
| Board independence | Board determined Garland is independent (Nasdaq standards) |
| Board class/tenure | Class II; director since 2022; nominated in 2025 to serve through 2028 if elected |
| Current committees | Audit (member); Compensation (member); Corporate Governance & Nominating (Chair) |
| 2024 committee meetings | Audit: 4; Compensation: 6; Corporate Governance & Nominating: 4 |
| Board meetings/attendance (2024) | Board held 7 meetings; each director attended at least 75% of applicable meetings |
| Leadership structure | Separate Chair (Corey Goodman, Ph.D.) and CEO roles; Chair is independent per Board independence determination |
| R&D Committee | Established Jan 16, 2025; membership disclosed (Garland not a member) |
Fixed Compensation
| Component | 2024 Amounts |
|---|---|
| Fees Earned or Paid in Cash | $61,000 |
| Option Awards (grant-date fair value) | $121,828 |
| Total 2024 Director Compensation | $182,828 |
Director cash retainer schedule (Outside Director Compensation Policy, amended Jan 16, 2025):
- Annual director retainer: $40,000
- Board Chair: $35,000
- 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
- Annual director award mechanics below (options); director compensation capped at $1,000,000 per fiscal year (cash + equity grant-date fair value) .
Performance Compensation
Director equity is option-only, service-vesting (no performance metrics disclosed for directors):
| Grant Date | Securities | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| 06/13/2024 | Stock Options | 10,100 | 10,100 | $8.44 | 06/12/2034 | 12 equal monthly installments from grant; or earlier, day before next annual meeting; continued service required |
| 06/20/2023 | Stock Options | 10,100 | — | $8.14 | 06/19/2033 | Fully vested and immediately exercisable |
| 11/28/2022 | Stock Options | 16,672 | 7,337 | $10.07 | 11/27/2032 | 36 equal monthly installments from Dec 28, 2022; continued service required |
Director equity award policy:
- Initial award (upon first becoming a non-employee director): stock options for 40,400 shares; 36-month monthly vesting; 10-year term; exercise price at grant-date fair market value .
- Annual award: changed in 2025 to 40,400 options granted on first trading day on/after Jan 20 (was 20,200 options after annual meeting in 2024); 12-month monthly vesting; accelerates on change in control while serving as director .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | In 2024, Compensation Committee included Drs. Goodman and Sandler and Messrs. Garland and Nielsen; disclosures note no executive officer interlocks with other companies’ boards/comp committees in the last fiscal year (outside of noted transitions) . |
| Related-party transactions | Company discloses several related-party transactions (e.g., venBio, Tallac, ScalmiBio); Mr. Garland is not named as an interested party in these transactions in the 2025 proxy . |
Expertise & Qualifications
- Former public-company CEO with deep oncology commercial leadership at Portola, Relypsa, and Exelixis, providing commercialization, BD, and operational expertise .
- Current experience as a public-company director at Day One Pharmaceuticals, Olema Pharmaceuticals, and LB Pharmaceuticals contributes external market and governance perspective .
- Academic credentials: B.S. Biological Sciences (Cal Poly SLO) and M.B.A. (Duke Fuqua) .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 62,089 shares beneficially owned; consists entirely of options exercisable within 60 days; 50,656 vested; less than 1% of outstanding shares |
| Shares outstanding reference date | 53,384,145 shares outstanding (as of Mar 31, 2025) |
Outstanding director option detail (as of Dec 31, 2024):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 06/13/2024 | 10,100 | 10,100 | $8.44 | 06/12/2034 |
| 06/20/2023 | 10,100 | — | $8.14 | 06/19/2033 |
| 11/28/2022 | 16,672 | 7,337 | $10.07 | 11/27/2032 |
Additional alignment/controls:
- Company prohibits hedging transactions and pledging/margin of company stock by directors and employees .
- No Section 16(a) delinquencies reported for FY 2024 .
Fixed Compensation (Policy Reference)
| Policy Element | Detail |
|---|---|
| Director fees (annual) | $40,000 base; committee chair/member fees as listed above |
| Equity | Option-only; initial 40,400 shares; annual 40,400 shares (effective 2025); service-vesting; 10-year term; FMV strike |
| Change-in-control | Outstanding director equity awards accelerate if still serving at change in control |
| Annual cap | Cash + equity grant-date value capped at $1,000,000 per director per fiscal year |
Performance Compensation (Metrics)
| Element | Metrics Used |
|---|---|
| Director equity | None disclosed; director options vest based on continued service (no performance conditions) |
Governance Assessment
- Independence and multi-committee engagement: Garland is independent and currently serves on Audit and Compensation Committees and chairs Corporate Governance & Nominating, supporting board effectiveness and oversight breadth .
- Attendance and engagement: Board met seven times in 2024; each director met the ≥75% attendance threshold; committee activity robust (Audit 4; Compensation 6; CG&N 4 meetings) .
- Pay structure and alignment: Director pay uses cash retainers plus option-only equity; 2025 policy increased annual options from 20,200 to 40,400 shares, enhancing equity-linked alignment (change notable for dilution/quantum monitoring) .
- Ownership and safeguards: Beneficial ownership consists of options; hedging and pledging are prohibited by policy, and Section 16 compliance was affirmed for 2024 .
- Interlocks/related-party: Compensation committee interlocks disclosed without reciprocal executive interlocks; no related-party transactions involving Garland identified in the proxy .
- Shareholder sentiment: Company’s 2024 say‑on‑pay received 97% support, indicating favorable investor views on compensation governance during the period .