ALX Oncology : 2023 Proxy Statement

April 24, 2023

Dear Stockholder:

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders (the Annual Meeting) of ALX Oncology Holdings Inc. (ALX or the Company), which will be conducted via a live webcast on Friday, June 16, 2023 at 1:00 p.m. Pacific Time. The Annual Meeting will be held in a virtual format only. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ALXO2023, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the virtual Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to change your vote or revoke your proxy, even if you have previously submitted your proxy.

On behalf of the Company's Board of Directors, we would like to thank you for your continued support of and interest in ALX.

Sincerely,

Corey Goodman, Ph.D.	Jaume Pons, Ph.D.
Executive Chairman of the Board of Directors	President, Chief Executive Officer and Director

	ALX ONCOLOGY HOLDINGS INC.
	323 Allerton Avenue
	South San Francisco, California 94080
	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date	Friday, June 16, 2023 at 1:00 p.m. Pacific Time
Place	The Annual Meeting will be a completely virtual meeting of stockholders, to be
	conducted via a live webcast. You will be able to attend the Annual Meeting
	virtually, submit questions and vote online during the meeting by visiting
	www.virtualshareholdermeeting.com/ALXO2023.
Items of Business	• To elect three Class III directors to serve until the 2026 annual meeting of
	stockholders or until their successors are duly elected and qualified;
	• To conduct an advisory vote to approve the compensation of our named
	executive officers (NEOs);
	• To ratify the appointment of KPMG LLP as our independent registered public
	accounting firm for our fiscal year ending December 31, 2023; and
	• To transact such other business as may properly come before the Annual
	Meeting or any adjournments or postponements thereof.
Record Date	Wednesday, April 19, 2023 (the Record Date). Only stockholders of record at the
	close of business on the Record Date are entitled to receive notice of, and to
	vote at, the Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 16, 2023. Our proxy statement and Annual Report to Stockholders are being made available on or about April 24, 2023 on our investor relations website at https://ir.alxoncology.com/ under "Financials & Filings." We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission.

By order of the Board of Directors,

Jaume Pons, Ph.D.

President, Chief Executive Officer and Director

South San Francisco, California

April 24, 2023

This proxy statement is being mailed to stockholders on or about April 24, 2023.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	Page
1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	9
Director Nominees	9
Continuing Directors	10
Family Relationships	12
Director Independence	12
Board Leadership Structure	13
Board Diversity	13
Role of the Board in Risk Oversight	14
Environmental, Social and Governance (ESG) Practices	14
Committees of our Board of Directors	15
Attendance at Board and Stockholder Meetings	16
Compensation Committee Interlocks and Insider Participation	17
Considerations in Evaluating Director Nominees	17
Stockholder Recommendations for Nominations to the Board of Directors	18
Communications with the Board of Directors	18
Corporate Governance Guidelines and Code of Business Conduct and Ethics	18
Director Compensation	19
PROPOSAL NO. 1-ELECTION OF DIRECTORS	23
Nominees	23
Vote Required	23
PROPOSAL NO. 2-ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION	24
PROPOSAL NO. 3-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	25
Fees Paid to the Independent Registered Public Accounting Firm	25
Auditor Independence	25
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm	26
Vote Required	26
AUDIT COMMITTEE REPORT	27
EXECUTIVE OFFICERS	28
EXECUTIVE COMPENSATION	29
Named Executive Officers	29
Summary	29
Compensation Philosophy	29
"Say-on-Pay" Voting	30
Pay Components	32
Severance and Change in Control Protections	33
Other Compensation	33
Additional Policies and Practices	34
Summary Compensation Table	35
Outstanding Equity Awards at 2022 Year-End	36
Executive Employment Letter Agreements	37
Change in Control and Severance Agreements	37
Executive Incentive Compensation Plan	39
Equity Compensation Plan Information	40
Pay Versus Performance	40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS	47
Investors' Rights Agreement	47
venBio Consulting Agreement	47
Tallac Therapeutics Agreements	47
Acquisition of ScalmiBio, Inc.	48

Indemnification Agreements	48
Related-Party Transaction Policy	48
OTHER MATTERS	49
Delinquent Section 16(a) Reports	49
Fiscal Year 2022 Annual Report and SEC Filings	49