Alan B. Sandler
About Alan B. Sandler
Alan B. Sandler, M.D. (age 68) served as an independent Class III director of Elevation Oncology from February 29, 2024 until his resignation at the July 23, 2025 closing of the Concentra Biosciences tender offer and short‑form merger that took the company private . He is a career oncologist and drug development leader, currently Chief Medical Officer at ALX Oncology (since November 2024), with prior executive roles at Mirati Therapeutics, Zai Lab, and Genentech/Roche; he holds an M.D. from Rush Medical College and completed internal medicine and medical oncology training at Yale‑New Haven, with 300+ publications . The Board determined Dr. Sandler to be independent under Nasdaq and SEC rules in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ALX Oncology Holdings Inc. | Chief Medical Officer | Nov 2024 – present | Senior clinical leadership of oncology portfolio |
| Mirati Therapeutics (Bristol Myers Squibb company) | EVP, Chief Medical Officer | Nov 2022 – Apr 2024 | Executive leadership of clinical programs |
| Zai Lab Limited | President, Head of Global Development, Oncology | Dec 2020 – Oct 2022 | Led global development strategy |
| Genentech/Roche | Senior Vice President, Global Head of Product Development, Oncology | Jul 2013 – Nov 2020 | Led teams responsible for global development and regulatory approvals of innovative medicines |
| Oregon Health & Science University; Indiana University; Vanderbilt University | Professor/Chief of Hematology/Oncology; Faculty | Prior to industry roles | Academic leadership and clinical research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ALX Oncology Holdings Inc. | Director | Aug 2024 – Nov 2024 | Served on board before becoming CMO |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee (member) and Research & Development (R&D) Committee (member). Joined board February 29, 2024; appointed to both committees April 5, 2024 .
- Independence: Board determined Sandler is independent under SEC/Nasdaq rules (six of seven directors independent) .
- Attendance and engagement: In 2024, no incumbent director attended fewer than 75% of aggregate Board and committee meetings; independent directors meet separately without management regularly .
- Board structure: Chair (Steven A. Elms) separate from CEO (Joseph J. Ferra Jr.), with committees overseeing risk (Audit for cyber/controls; Compensation for incentive risks; Nominating for governance) .
Meetings (2024):
| Body | Meetings (count) |
|---|---|
| Board | 4 |
| Audit Committee | 4 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance Committee | 1 |
| R&D Committee | 4 |
Fixed Compensation
- Non‑employee director cash retainer: $40,000 annually; additional annual payments—Chair of Board $30,000; committee Chairs: Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $8,000, R&D $10,000; committee members: Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $4,000, R&D $5,000. No meeting fees; reasonable travel reimbursed .
- Equity program for directors: initial option for 70,000 shares upon election; annual option for 35,000 shares at each annual meeting; initial options vest monthly over 36 months; annual options vest fully at 1‑year anniversary; full acceleration on change in control .
Director compensation (2024 actual):
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $40,094 |
| Option awards (grant‑date fair value, ASC 718) | $245,002 |
| Total | $285,096 |
Options outstanding (as of 12/31/2024):
| Aggregate Number of Options Outstanding |
|---|
| 90,000 |
Performance Compensation
- Director equity awards are time‑based stock options (no performance metrics like TSR, EBITDA or ESG targets are specified for director compensation) .
Performance metrics table:
| Metric | Status |
|---|---|
| Revenue growth | Not applicable to director awards |
| EBITDA | Not applicable to director awards |
| TSR percentile | Not applicable to director awards |
| ESG goals | Not applicable to director awards |
Other Directorships & Interlocks
| Company | Role | Overlap with ELEV | Potential Interlock/Conflict Note |
|---|---|---|---|
| ALX Oncology | Director (Aug–Nov 2024); CMO (since Nov 2024) | Concurrent with ELEV director service | Executive role at another oncology company while independent director; Board deemed independent; no related‑party transactions disclosed |
Expertise & Qualifications
- Oncology and drug development leadership across industry and academia; led global development and regulatory approvals at Genentech/Roche .
- Education and training: M.D. (Rush); internal medicine and oncology at Yale‑New Haven .
- Publications: 300+ peer‑reviewed articles, reviews, abstracts, and book chapters .
Equity Ownership
Beneficial ownership (as of 3/31/2025):
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Alan B. Sandler, M.D. | 22,916 (options exercisable within 60 days) | * (<1%) |
Additional alignment/controls:
- Anti‑hedging policy: prohibits directors/officers from hedging or offsetting decreases in company stock value .
- Pledging: No pledging or related‑party transactions disclosed for directors since Jan 1, 2023 .
Governance Assessment
- Independence and committee roles: Sandler was determined independent and placed on Nominating & Corporate Governance and R&D committees, aligning expertise with governance and scientific oversight .
- Attendance/engagement: Board and committees met regularly in 2024; no director fell below 75% attendance, supporting strong engagement .
- Pay structure: Director pay is modest cash plus time‑based options; no performance metrics tied to director awards, but equity aligns long‑term interests; options fully accelerate upon change in control, which occurred July 23, 2025 .
- Conflicts/related parties: Despite concurrent senior role at ALX Oncology, Board deemed him independent; proxy reports no related‑party transactions >$120,000, reducing conflict risk .
- Transition risk: He resigned alongside the entire pre‑merger Board at close of the sale to Concentra Biosciences; equity awards were treated per merger terms (in‑the‑money options cashed out + CVR; out‑of‑the‑money options canceled; RSUs vested and cashed + CVR), eliminating ongoing governance influence post‑close .
Insider Trades
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Jul 24, 2025 | Form 4 | Disposition pursuant to merger | Reported disposal under Agreement and Plan of Merger; consideration was $0.36 cash per share plus one non‑transferable CVR per share (per 8‑K) |
SAY‑ON‑PAY & Shareholder Feedback
- As an emerging growth company and smaller reporting company, Elevation does not have non‑binding advisory votes on executive compensation (say‑on‑pay), limiting direct shareholder input on pay structures; director compensation recommendations are made by the Compensation Committee with support from independent consultant Alpine Rewards .
Compensation Committee Analysis (context)
- The Compensation Committee engaged Alpine Rewards in 2024 for peer data, program assessment, and market reviews; Alpine worked directly for the committee and was determined to have no conflicts of interest .