DEF 14A of Alector, Inc., Apr 28, 2026

DEF 14A of Alector, Inc.

Filed Apr 28, 2026 · FY20250001193125-26-186928

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Elizabeth Garofalo, M.D. Dr. Garofalo has served as a member of our Board of Directors since September 2021. Since 2016, Dr. Garofalo has served as the Principal for EAG Pharma Consulting LLC. Prior to that, Dr. Garofalo served in numerous leadership roles including as Senior Vice President and Global Head of Clinical Development and member of the Novartis Global Development Leadership Team, Chair of the Novartis Portfolio Stewardship Board, and Co-Head of the Novartis Neuroscience Franchise. Prior to that, she was Vice President and Head of the Neuroscience Therapy Area at Astellas. She started her career at Parke-Davis/Pfizer where she had jobs of increasing responsibility, including Ann Arbor Site Head of Neuroscience and Ann Arbor Site Head of Worldwide Regulatory Affairs. Since September 2020, Dr. Garofalo has served as a member of the board, and since December 2024, she has served as a member of the compensation committee, of Acadia Pharmaceuticals Inc. From March 2021 to February 2023, she served as a member of the board and member of the audit committee of Exicure, Inc. and from March 2022 to February 2023, as chair of the board of Exicure, Inc. She has served since June 2021 as a member of the board, and since 2022, she has served as a member of the nomination and governance committee, of Xenon Pharmaceuticals. She also served as the chair of the board of the non-profit Institute for the Advancement of Clinical Trials in Children from 2022 until 2025. Dr. Garofalo earned an M.D. from the Indiana University School of Medicine where she completed her pediatric residency. She completed fellowships in pediatric neurology and epilepsy at the University of Michigan Medical School. We believe Dr. Garofalo is qualified to serve on our Board of Directors because of her scientific background, including her clinical development experience, and her executive experience in the pharmaceutical industry. Errol De Souza, Ph.D. Dr. De Souza has served as a member of our Board of Directors since March 2024. Dr. De Souza also serves as a member and chair of the board of directors of Cyclerion Therapeutics, Inc. Dr. De Souza was the executive chairman of Bionomics Limited from November 2018 to December 2022, the non-executive chairman from January 2023 to June 2023 and non-executive director until November 2023. Previously, Dr. De Souza served as President, Chief Executive Officer, and director of several companies, including Neuropore Therapies, Inc. from January 2017 to December 2019, Biodel, Inc. from March 2010 to January 2016, Archemix Corp from April 2003 to March 2009 and Synaptic Pharmaceutical Corporation from September 2002 to March 2003. From September 1998 to September 2002, Dr. De Souza held senior vice president roles at Hoechst Marion Roussel Pharmaceuticals, Inc. and Aventis Pharmaceuticals, Inc. (now Sanofi). He was also founder, Executive Vice President of R&D and director at Neurocrine Biosciences, Inc. from October 1992 to August 1998, and Head of CNS Diseases Research at DuPont Merck from May 1990 to October 1992. Dr. De Souza is currently a member of the board of directors of Bionaut Labs. Inc., Cenos Therapeutics, Inc., and Royalty Pharma. He has previously served on the boards of directors of Catalyst Biosciences, Inc., Targacept, Inc., IDEXX Laboratories, Palatin Technologies, Inc., and a number of private company boards. Dr. De Souza received a B.A. in physiology and a Ph.D. in endocrinology from the University of Toronto and completed his post-doctoral fellowship in neuroscience from The Johns Hopkins University School of Medicine. We believe Dr. De Souza is qualified to serve on our Board of Directors because of his scientific background and extensive senior management and board experience in the pharmaceutical industry. Kristine Yaffe, M.D. Dr. Yaffe has served as a member of our Board of Directors since August 2019. Dr. Yaffe is the Scola Endowed Chair and the Leon Epstein Chair and Vice Chair, Professor of Psychiatry, Neurology, and Epidemiology, and Director of the Center for Population Brain Health at the University of California, San Francisco (“UCSF”). Dr. Yaffe is an internationally recognized expert in the epidemiology of dementia and is a foremost leader in identifying modifiable risk factors for dementia that serve as a foundation for prevention. She also currently serves on the Beeson Scientific Advisory Board and the Global Council on Brain Health. She previously was the Co-Chair of the United States’ Institute of Medicine’s Committee on Cognitive Aging. Dr. Yaffe has received numerous awards for her groundbreaking contributions to the field including the American Academy of Neurology’s Potamkin Prize for Alzheimer’s Research in 2017, the NIH Robert S. Gordon, Jr. Award in Epidemiology in 2021, and the Department of Veterans Affairs John B. Barnwell Award for Achievement in Clinical Research in 2022. Dr. Yaffe holds a B.S. in biology-psychology from Yale University and an M.D. from the University of Pennsylvania School of Medicine and has completed residencies in neurology and psychiatry at UCSF. Dr. Yaffe was elected to the National Academy of Medicine in 2019. We believe Dr. Yaffe is qualified to serve on our Board of Directors based on her experience as an internationally recognized expert in the fields of cognitive aging, neurodegeneration, and dementia.

  2. Continuing Directors

    Continuing Directors Louis J. Lavigne, Jr. Mr. Lavigne has served as a member of our Board of Directors since 2018, and as Chairperson of our Board of Directors since June 2023. Mr. Lavigne previously served as our Lead Independent Director from October 2018 to June 2023 and as chairperson of the Audit Committee from 2019 to May 2023. Mr. Lavigne is Managing Partner of Laman Partners, LLC, a consulting firm focusing on finance, strategy, and management, since 2019 and Managing Director of Lavrite, LLC since 2005. Mr. Lavigne served in various executive capacities with Genentech, Inc. for over 20 years, including Chief Financial Officer from 1988 to 2005, Executive Vice President from 1997 to 2005, Senior Vice President from 1994 to 1997, Vice President from 1986 to 1994, and Controller from 1983 to 1986. He served as a member of the board of directors of Zynga Inc., a social game company, from 2015 to May 2022, including as an audit committee member (and formerly audit committee chairperson) and as a member of the nominating and governance committee. Mr. Lavigne was a member of the board of directors of Accuray, Inc., a radiation oncology company, between 2009 and June 2021, where he served as chairman of the board and the compensation committee as well as a member of the nominating and governance committee. He also served as a member of the board of directors of Rodan + Fields, LLC, a private skincare company, from June 2015 to July 2021 where he was lead director between August 2020 and July 2021 and chaired the audit committee from December 2019 to July 2021. Mr. Lavigne also served as a director and chair of the audit committee of NovoCure Limited, an oncology company, from 2013 until October 2018; as a director, chair of the compensation committee, and member of the audit committee of Assertio Therapeutics, Inc., a pharmaceutical company, from July 2013 until his resignation in May 2019; and as a director, chair of the audit committee, and member of the compensation committee of DocuSign Inc., an eSignature transaction management company, from July 2013 to May 2020. Mr. Lavigne is the former chairman and board member of the UCSF Benioff Children’s Hospitals and the UCSF Benioff Children’s Hospitals Foundation. Mr. Lavigne holds a B.S. in Business Administration from Babson College and an M.B.A. from Temple University. We believe Mr. Lavigne is qualified to serve on our Board of Directors because of his extensive experience in business operations and management, strategy, finance, accounting, and public company governance as a chief financial officer of a large, complex publicly-traded company and his extensive board leadership positions with a number of public company boards and board committees. Richard H. Scheller, Ph.D. Dr. Scheller has served as a member of our Board of Directors and our Scientific Advisory Board (“SAB”) since October 2018 and has served as co-chair of our Strategic Portfolio Advice and Review Committee (“SPARC”) since December 2019. Dr. Scheller has served as the Chairman of Research and Development at BridgeBio Pharma LLC, a publicly traded biotechnology company, since January 2019 and previously served as a member of its board of directors from 2018 to 2023. In addition, Dr. Scheller serves on the board of directors at Maze Therapeutics, Aarvik Therapeutics, Trace Neuroscience, Xaira, and GondolaBio, and on the board of trustees at Caltech and the board of the Corporation of the Fine Arts Museums of San Francisco. He previously served on the board of directors of Xenon Pharmaceuticals from 2015 to 2020, ORIC Pharmaceuticals from 2015 to 2021, and as chairman of the board of directors of DICE Therapeutics from 2015 to 2023. From 2015 to 2019, Dr. Scheller was Head of Therapeutics and Chief Scientific Officer at 23andMe Holding Co. At Genentech from 2001 to 2014, he was Executive Vice President of Research and Early Development and served on the executive committees of Roche and Genentech focusing on research strategy, drug discovery, business development and early drug development activities. From 1982 to 2001, Dr. Scheller was a professor at Stanford in the Department of Biological Sciences and the Department of Molecular and Cellular Physiology and was an investigator at the Howard Hughes Medical Institute of Stanford University Medical Center. Since 2004, Dr. Scheller has served as an adjunct professor in the Department of Biochemistry and Biophysics at the University of California, San Francisco. Dr. Scheller’s research elucidating the molecular machinery and regulatory mechanism that underly neurotransmitter release earned him the 2013 Albert Lasker Basic Medical Research Award, the 2010 Kavli Prize in Neuroscience, and the 1997 U.S. National Academy of Sciences Award in Molecular Biology. He is a fellow of the American Academy of Arts and Sciences, a member of the National Academy of Sciences, and a member of the National Academy of Medicine. Dr. Scheller holds a Ph.D. in Chemistry from the California Institute of Technology and B.Sc. in Biochemistry from the University of Wisconsin-Madison. We believe Dr. Scheller is qualified to serve on our Board of Directors because of his scientific background and his senior management experience in the pharmaceutical industry. Mark Altmeyer. Mr. Altmeyer has served as a member of our Board of Directors since March 2024. Mr. Altmeyer currently serves on the board of directors of Merz Holdings Therapeutics, as chairman of the board of AM-Pharma B.V., chairman of the board of ReproNovo, and as chairman of the board of, Calluna-Pharma Mr. Altmeyer previously served on the boards of directors of Novaremed A.G. from October 2021 to February 2026, Clarion Healthcare, Inc. from March 2021 to October 2022, Myovant Sciences, Inc. from September 2016 to December 2018, Aculys Pharma, Inc. from March 2024 to October 2025, and Arvelle Therapeutics, B.V. from February 2019 to February 2021. He was also founder, President and Chief Executive Officer at Arvelle Therapeutics, where he led the organization through the approval of its lead product by the EMA and the company’s efforts to prepare for launch in Europe until its acquisition by Angelini Pharma. Prior to that, Mr. Altmeyer served as President and Chief Commercial Officer at Axovant Sciences, where he led the establishment of global commercial capabilities and pre-launch preparations for various pipeline products, and as President and Chief Executive Officer at Otsuka America Pharmaceutical Inc., transforming the company into a successful commercial organization and doubling total revenues over five years. Earlier in his career, Mr. Altmeyer held senior commercial and general management positions at Bristol-Myers Squibb and Cetus Corporation. Mr. Altmeyer holds an MBA from Harvard Graduate School of Business and a BA in economics from Middlebury College. We believe Mr. Altmeyer is qualified to serve on our Board of Directors because of his extensive senior management and board experience in the pharmaceutical industry.

  3. Continuing Directors

    Arnon Rosenthal, Ph.D. Dr. Rosenthal co-founded Alector in 2013 and has served as a member of our Board of Directors and as Chief Executive Officer since 2013. Dr. Rosenthal co-founded Annexon Biosciences, Inc. and served as its acting Chief Executive Officer from August 2011 to December 2014 and served as a member of the board of directors, including as Chairman from August 2011 to February 2017. Dr. Rosenthal co-founded Rinat Neuroscience Corporation, which discovered and developed the migraine drug, Ajovy (acquired by Pfizer Inc. in August 2006), and served as President, Chief Scientific Officer, and as a member of the board of directors from August 2001 to August 2006. From January 1985 to August 2001, Dr. Rosenthal served in various roles at Genentech, Inc., where he ultimately served as Staff Scientist and was appointed as a permanent member of Genentech’s Research Review Committee, where his team discovered the target for the cancer drug Erivedge. Dr. Rosenthal conducted his post-doctoral fellowship at Genentech, Inc. He holds a Ph.D. in biology from the Hebrew University of Jerusalem. We believe Dr. Rosenthal is qualified to serve on our Board of Directors because of the perspective and experience he provides as one of our founders and as our Chief Executive Officer, his experience as a founder and director of other life sciences companies, his educational background, as well as his broad experience within the pharmaceutical industry, particularly in the area of neuroscience and drug discovery and development. Paula Hammond, Ph.D. Dr. Hammond has served as a member of our Board of Directors since March 2020. Dr. Hammond is Institute Professor and the Dean of Engineering at the Massachusetts Institute of Technology (“MIT”), where she has been a faculty member since 1995. She served as the Head of the Department of Chemical Engineering at MIT from 2015 through 2023 and as Vice Provost for Faculty/Executive Vice Provost from 2024 to 2026. She is a member of MIT’s David H. Koch Institute for Integrative Cancer Research and a founding member of the MIT Institute for Soldier Nanotechnology. She investigates electrostatic polymer systems for targeted nanoparticle drug and gene delivery, and is known for her work on nanoparticles to target cancer, and thin film coatings to release factors that regenerate bone and assist in wound healing. Dr. Hammond was elected into the National Academy of Science in 2019, the National Academy of Engineering in 2017, the National Academy of Medicine in 2016, and the 2013 Class of the American Academy of Arts and Sciences. She is also a member of the National Academy of Inventors. She received the Margaret H. Rousseau Pioneer Award for Lifetime Achievement by a Woman Chemical Engineer, the Benjamin Franklin Medal in Chemistry from the Franklin Institute and the National Medal of Technology and Innovation. She was a member of the Scientific Advisory Board of Moderna Therapeutics from 2017 to 2021, she was the co-founder and member of the Scientific Advisory Board of LayerBio, Inc., and a current member of the Board of Sail Biomedicines, a Flagship company. She is also a member of the board of directors of the MIT Engine, and an advisor for Catalio Capital Management. Dr. Hammond served as a member the President’s Council of Advisors on Science and Technology (PCAST) from June 2021 to January 2025. Dr. Hammond holds an M.S. in Chemical Engineering from the Georgia Institute of Technology and a Ph.D. and S.B. in Chemical Engineering from MIT. Dr. Hammond has published over 330 papers and over 20 patent applications. We believe Dr. Hammond is qualified to serve on our Board of Directors based on her scientific background and experience as an internationally recognized expert in the field of chemical engineering and based on her work in the field of cancer research.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Corporate Governance and Nominating Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Corporate Governance and Nominating Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our Corporate Governance and Nominating Committee considers include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, areas of expertise, corporate experience, length of service, potential conflicts of interest, and other commitments. Nominees must also have the ability to offer advice and guidance to management and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our Corporate Governance and Nominating Committee to perform all Board of Directors and committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Corporate Governance and Nominating Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body, and our Corporate Governance and Nominating Committee may consider such factors as differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board of Directors. In making determinations regarding nominations of directors, our Corporate Governance and Nominating Committee may take into account the benefits of diverse viewpoints. Our Corporate Governance and Nominating Committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our Corporate Governance and Nominating Committee recommends to our full Board of Directors the director nominees for selection.

  5. Director Compensation

    Director Compensation Directors who are also our employees receive no additional compensation for their service as directors. Dr. Rosenthal was our only employee director during the fiscal year ended December 31, 2025. See the section titled “Executive Compensation” for additional information about Dr. Rosenthal’s compensation. The following table presents the total compensation that each of our non-employee directors received during the fiscal year ended December 31, 2025. Other than as set forth in the table, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of our non-employee directors in the fiscal year ended December 31, 2025.

  6. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Louis J. Lavigne, Jr. | 92,500 | 46,781 | 10,661 | | 149,942 | | Mark Altmeyer | 65,522 | 46,781 | 10,661 | | 122,964 | | Errol De Souza, Ph.D. | 62,500 | 46,781 | 10,661 | | 119,942 | | Elizabeth Garofalo, M.D. | 60,000 | 46,781 | 10,661 | | 117,442 | | Paula Hammond, Ph.D. | 57,500 | 46,781 | 10,661 | | 114,942 | | Richard H. Scheller, Ph.D. | 45,000 | 67,364(2) | 10,661 | 100,000(3) | 223,025 | | David Wehner(4) | 29,107 | — | — | | 29,107 | | Kristine Yaffe, M.D. | 55,000 | 46,781 | 10,661 | | 112,442 |

  7. Director Compensation

    (1) Except as otherwise indicated in footnote 2 below, the amount disclosed in this column for each non-employee director represents the grant date fair value of the Annual Option Award and Annual RSU Award (as those terms are defined below) granted to the non-employee director under our Outside Director Compensation Policy in 2025, as calculated in accordance with FASB ASC Topic 718 (as defined below). The assumptions used in calculating the grant date fair values of the awards disclosed in this column are set forth in Notes 2 and 8 to our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting or exercise of the applicable awards. The amount reported includes (i) Dr. Scheller’s Annual RSU Award (which has a grant date fair value of $46,781), and (ii) an award of 15,833 RSUs granted to Dr. Scheller under agreements between him and the Company (which has a grant date fair value of $20,583), as more fully described in the section titled “Related Party Transactions – Consulting Agreement with Dr. Richard Scheller.” The amount reported constitutes payment under agreements between Dr. Scheller and the Company as more fully described in the section titled “Related Party Transactions – Consulting Agreement with Dr. Richard Scheller.” Mr. Wehner left the Company’s Board of Directors in June 2025.

  8. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025:

  9. Outstanding Equity Awards at Fiscal Year End

    | Name | Date of Grant | Number of Shares Underlying Unexercised Option Awards (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares Underlying Unvested Stock Awards (#) | | Louis J. Lavigne, Jr. | 11/6/2018 | 70,000(1) | 10.14 | 11/5/2028 | | | | 5/10/2019 | 20,000(2) | 20.05 | 5/9/2029 | | | | 5/11/2020 | 19,274(2) | 29.09 | 5/10/2030 | | | | 6/17/2021 | 25,709(2) | 21.37 | 6/16/2031 | | | | 6/16/2022 | 18,918(2) | 8.07 | 6/15/2032 | | | | 6/14/2023 | 12,360(2) | 7.71 | 6/13/2033 | | | | 6/11/2025 | 9,450(2) | 1.63 | 6/10/2035 | | | | 6/11/2025 | | | | 28,700(3) | | Mark Altmeyer | 3/19/2024 | 19,420(4) | 6.20 | 3/18/2034 | | | | 3/19/2024 | | | | 20,625(5) | | | 6/11/2025 | 9,450(2) | 1.63 | 6/10/2035 | | | | 6/11/2025 | | | | 28,700(3) | | Errol De Souza, Ph.D. | 3/19/2024 | 19,420(4) | 6.20 | 3/18/2034 | | | | 3/19/2024 | | | | 20,625(5) | | | 6/11/2025 | 9,450(2) | 1.63 | 6/10/2035 | | | | 6/11/2025 | | | | 28,700(3) | | Elizabeth Garofalo, M.D. | 9/23/2021 | 33,235(6) | 24.26 | 9/22/2031 | | | | 6/16/2022 | 18,918(2) | 8.07 | 6/15/2032 | | | | 6/14/2023 | 12,360(2) | 7.71 | 6/13/2033 | | | | 6/11/2025 | 9,450(2) | 1.63 | 6/10/2035 | | | | 6/11/2025 | | | | 28,700(3) | | Paula Hammond, Ph.D. | 3/20/2020 | 29,443(6) | 29.31 | 3/19/2030 | | | | 6/17/2021 | 25,709(2) | 21.37 | 6/16/2031 | | | | 6/16/2022 | 18,918(2) | 8.07 | 6/15/2032 | | | | 6/14/2023 | 12,360(2) | 7.71 | 6/13/2033 | | | | 6/11/2025 | 9,450(2) | 1.63 | 6/10/2035 | | | | 6/11/2025 | | | | 28,700(3) | | Richard Scheller, Ph.D. | 11/6/2018 | 21,875(7) | 10.14 | 11/5/2028 | | | | 11/6/2018 | 3,699(8) | 10.14 | 11/5/2028 | | | | 5/10/2019 | 20,000(2) | 20.05 | 5/9/2029 | | | | 1/1/2020 | 100,000(9) | 17.23 | 12/31/2029 | | | | 5/11/2020 | 19,274(2) | 29.09 | 5/10/2030 | | | | 6/17/2021 | 25,709(2) | 21.37 | 6/16/2031 | | | | 6/16/2022 | 18,918(2) | 8.07 | 6/15/2032 | | | | 6/14/2023 | 12,360(2) | 7.71 | 6/13/2033 | | | | 5/02/2025 | | | | 2,709(10) | | | 5/02/2025 | | | | 1,250(10) | | | 6/11/2025 | 9,450(2) | 1.63 | 6/10/2035 | | | | 6/11/2025 | | | | 28,700(3) | | David Wehner | 11/6/2018 | 70,000(7) | 10.14 | 6/11/2026 | | | | 5/10/2019 | 20,000(2) | 20.05 | 6/11/2026 | | | | 5/11/2020 | 19,274(2) | 29.09 | 6/11/2026 | | | | 6/17/2021 | 25,709(2) | 21.37 | 6/11/2026 | | | | 6/16/2022 | 18,918(2) | 8.07 | 6/11/2026 | | | | 6/14/2023 | 12,360(2) | 7.71 | 6/11/2026 | | | Kristine Yaffe, M.D. | 8/9/2019 | 38,000(6) | 18.10 | 8/8/2029 | | | | 5/11/2020 | 19,274(2) | 29.09 | 5/10/2030 | | | | 6/17/2021 | 25,709(2) | 21.37 | 6/16/2031 | | | | 6/16/2022 | 18,918(2) | 8.07 | 6/15/2032 | | | | 6/14/2023 | 12,360(2) | 7.71 | 6/13/2033 | | | | 6/11/2025 | 9,450(2) | 1.63 | 6/10/2035 | | | | 6/11/2025 | | | | 28,700(3) |

  10. Outstanding Equity Awards at Fiscal Year End

    One fourth of the total number of shares subject to the option vested on October 25, 2019, and an additional 1/48th of the total number of shares subject to the option vested each month thereafter, subject to the director’s continued status as a service provider through each such vesting date. (2) One twelfth of the total number of shares subject to the option vested each month after the date of grant, provided that the option vests in full on the earlier of (i) the one-year anniversary of the date of grant, or (ii) the date of the next regularly scheduled annual meeting of the Company’s stockholders, subject to the director’s continued status as a service provider on each such vesting date. (3) The shares subject to the restricted stock unit award will vest on the earlier of (i) the one-year anniversary of the date of grant, or (ii) the date of the next regularly scheduled annual meeting of the Company’s stockholders, subject to the director’s continued status as a service provider through each such vesting date. (4) The shares subject to this option vested, and continue to vest, 1/48th per month beginning on April 19, 2024, subject to the director’s continued status as a service provider on each such vesting date. (5) The shares subject to this restricted stock unit award will vest 1/12th per quarter beginning on September 1, 2024, subject to the director’s continued status as a service provider on each such vesting date. (6) One fourth of the total number of shares subject to the option vested on the one-year anniversary of the date of grant, and an additional 1/48th of the total number of shares subject to the option vested and continues to vest each month thereafter, subject to the director’s continued status as a service provider through each such vesting date. (7) One fourth of the total number of shares subject to the option vested on October 9, 2019, and an additional 1/48th of the total number of shares subject to the option vested each month thereafter, subject to the director’s continued status as a service provider through each such vesting date. (8) One forty-eighth of the total number of shares subject to the option vested on November 22, 2018, and an additional 1/48th of the total number of shares subject to the option vested and continues to vest each month thereafter, subject to the director’s continued status as a service provider through each such vesting date. (9) One forty-eighth of the total number of shares subject to the option vested on January 6, 2020, and an additional 1/48th of the total number of shares subject to the option vested and continues to vest each month thereafter, subject to the director’s continued status as a service provider through each such vesting date. (10) The awards shall vest quarterly in equal quarterly increments over a twelve month period beginning on June 1, 2025 subject to the director’s continuing to be a service provider.

  11. Outside Director Compensation Policy

    Outside Director Compensation Policy Our Board of Directors adopted an Outside Director Compensation Policy that provides for certain compensation to our non-employee directors. Under our Outside Director Compensation Policy, each non-employee director received the following cash and equity compensation for their service as a member of our Board of Directors in 2025. We maintain a practice of annually reviewing our non-employee director compensation against our peer group and, where applicable, adjusting our non-employee director compensation to remain competitive within the peer group. The peer group is that which is used for assessing executive officer compensation, and is therefore reviewed and approved on an annual basis.

  12. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors is currently comprised of eight members. In accordance with our amended and restated certificate of incorporation, our Board of Directors is divided into three staggered classes of directors. At the Annual Meeting, three Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing a change-in-control of Alector.

  13. Executive Compensation Governance

    | What We Do | | | ✓ | Pay-for-performance philosophy and culture | | ✓ | Responsible use of shares under our long-term equity incentive program | | ✓ | Align pay outcomes with objective performance outcomes | | ✓ | Use relevant peer group pay quantum and design data as a reference point | | ✓ | Balanced mix of fixed and at-risk pay | | ✓ | Robust anti-hedging and anti-pledging policies | | ✓ | Retain an independent compensation consultant |

  14. Executive Compensation Governance

    | What We Don’t Do | | Allow single-trigger change in control cash severance agreementsx | | Provide excessive perquisitesx | | Provide excise tax gross-upsx | | Provide special retirement plans for executive officersx |

  15. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. For 2025, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant, to provide it with information, recommendations, and other advice relating to executive compensation on an ongoing basis. Pearl Meyer reports directly to, and serves at the sole discretion of, our Compensation Committee. Pearl Meyer has served as the independent compensation consultant to the Compensation Committee since August 2022. In 2025, Pearl Meyer advised the Compensation Committee on a variety of compensation-related issues, such as identifying an updated peer group of companies for market comparison purposes, gathering market compensation data and making recommendations, assessing peer trends and best practices in executive compensation, and supporting other ad hoc matters throughout the year. Pearl Meyer also helped in providing the analysis used to allow the Compensation Committee to determine the appropriate level of overall compensation for our executive officers, and assess each separate element of compensation, with a goal of ensuring that the compensation offered to our executive officers is competitive and fair. In 2025, the Compensation Committee assessed the independence of Pearl Meyer, pursuant to SEC rules, and concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as its independent compensation consultant.

  16. Use of Peer Group

    Use of Peer Group The Compensation Committee approves a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. The peers are reviewed on an annual basis in light of the fast-moving changes at the Company and in our industry. We undertake this review with the assistance and recommendations of Pearl Meyer, who provides competitive market analysis of the base salary, annual cash incentive awards, and long-term incentive compensation of our executive officers compared against our compensation peer group and reviews other market practices and trends. For cash compensation decisions made in the first quarter of 2025, the Compensation Committee used the 2024 peer group consisting of publicly traded biotechnology and pharmaceutical companies with an emphasis on companies with neurology and oncology indications, generally at a Phase 2 or Phase 3 stage of development, with market capitalizations between approximately $150 million and $2.0 billion dollars (about 0.3x to 4.0x our market capitalization at the time of the analysis), with headcount between 20 and 500 full‑time employees, with operations in major biotechnology hubs such as the San Francisco Bay Area, San Diego, New York, and Boston, and with preference for West Coast companies. The Compensation Committee approved an updated peer group for use in making 2025 equity award decisions and first quarter 2026 base salary and annual target bonus decisions, and for use in assessing compensation data for senior executive new hire packages. To reflect our current profile, the Compensation Committee considered the following criteria in determining the appropriate peers: • Industry Sector and Product Focus—Broad focus on biotechnology and the pharmaceutical industry with an emphasis on companies with neurology indications. • Stage—Companies that are predominantly preclinical or in early clinical development. • Market Capitalization—Companies with a market capitalization between $25 million and $225 million at the time of the analysis. • Operating Size—Companies with a headcount range of 25 to 150 full-time employees as of the end of the last fiscal year. Location—California-based companies were selected where possible, but location was secondary to therapeutic focus, stage of development, and market capitalization criteria. Based on these criteria and considerations, Alector’s peer group was recast for 2025. Eighteen companies were selected for the 2025 peer group.

  17. Use of Peer Group

    | Acumen Pharmaceuticals, Inc. | Gain Therapeutics, Inc. | Ovid Therapeutics Inc. | | Assembly Biosciences, Inc. | Generation Bio Co. | ProMIS Neurosciences, Inc. | | Camp4 Therapeutics Corporation | Kyverna Therapeutics, Inc. | Serina Therapeutics, Inc. | | Cassava Sciences, Inc. | Larimar Therapeutics, Inc. | Tenaya Therapeutics, Inc. | | CervoMed Inc. | Lexeo Therapeutics, Inc. | Ventyx Biosciences, Inc. | | Continuum Therapeutics, Inc. | Lineage Cell Therapeutics, Inc. | Werewolf Therapeutics, Inc. |

  18. Use of Peer Group

    In setting compensation for our executive officers, including our named executive officers, the Compensation Committee uses competitive compensation data from an annual total compensation study of selected peer companies and relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. However, the Compensation Committee uses our compensation peer group as one data point when setting executive pay packages. The overall compensation philosophy focuses at or near a target percentile, particularly in respect to target cash compensation and equity grants. In addition, our compensation decisions are based on the consideration of many factors, including, but not limited to, individual and company performance, market data, internal equity, value of unvested equity, experience, and strategic needs. As a result of evaluating compensation based on the criteria described above, total target compensation for our named executive officers may in certain circumstances be above or below the target levels of the peer group.

  19. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We believe long-term equity incentive compensation is an effective means for focusing our executive officers, including the named executive officers, on driving strong performance and increased stockholder value over a multi-year period, provides a meaningful reward for long-term value creation, and motivates them to remain employed with us. This approach aligns the contributions of our executive officers with the long-term interests of our stockholders and allows them to participate in any future appreciation in our common stock. We determine long-term equity incentive compensation for our executive officers as part of our biannual compensation review (with cash compensation reviewed in the first quarter and equity compensation reviewed in the third quarter) taking into account competitive market analysis, the recommendations of our Chief Executive Officer with respect to such equity compensation (except regarding his own equity incentive compensation), the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, and our Company performance in 2025. In 2025, we re-introduced stock options to the equity vehicle mix for our named executive officers, aligning our equity grants with the Company’s development stage and our continued efforts to align executive incentives with the interests of our stockholders. The long-term equity incentive compensation awarded to our executive officers was based on our annual equity compensation review. In 2025, we awarded equity grants in July 2025 and in November 2025, with the latter intended to address potential retention concerns. We will continue to evaluate our equity program on an annual basis.

  20. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards As a general practice, our Board of Directors and the Compensation Committee do not time equity awards to the disclosure of material non-public information.

  21. Summary Compensation Table for Fiscal Years 2025 and 2024

    Summary Compensation Table for Fiscal Years 2025 and 2024 The following table provides information regarding the compensation awarded to, or earned by, our named executive officers during 2025 and 2024.

  22. Summary Compensation Table for Fiscal Years 2025 and 2024

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($) | Total ($) | | Arnon Rosenthal, Ph.D. | 2025 | 678,100 | — | 422,876 | 558,216 | 325,488(3) | 10,338(4) | 1,995,018 | | Co-founder, Chief Executive Officer | 2024 | 674,808 | — | 2,777,775 | — | 203,430 | 10,328 | 3,666,341 | | Neil Berkley | 2025 | 455,000 | 91,000(5) | 128,135 | 219,202 | 152,880(6) | 6,242(7) | 1,052,459 | | Chief Financial Officer and Chief Business Officer | 2024 | 350,000 | — | 1,816,657 | — | 117,214 | 5,955 | 2,289,826 | | Sara Kenkare-Mitra, Ph.D. | 2025 | 614,301 | — | 77,710 | 17,810 | 314,200(8) | 551,129(9) | 1,575,150 | | Former President and Head of | 2024 | 624,367 | — | 1,365,000 | — | 552,992 | 7,322 | 2,549,681 | | Research and Development | | | | | | | | |

  23. Summary Compensation Table for Fiscal Years 2025 and 2024

    (1) Salary, bonus, and non-equity incentive plan compensation figures represent amounts earned during each respective fiscal year, regardless of whether part or all of such amounts were paid in subsequent fiscal year(s). (2) The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in Notes 2 and 8 to our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officer upon vesting of the applicable awards. (3) The amount reported represents a bonus earned based on the achievement of company objectives for the fiscal year ended December 31, 2025, of which 50% was paid in cash in March 2026 and 50% was converted into an award of 116,246 restricted stock units (“RSUs”) under the 2019 Plan. The RSUs vest 50% on September 1, 2026 and 50% on March 1, 2027, in each case subject to the officer’s continued service as a Service Provider through the applicable vesting date. (4) The amount reported consists of (i) life insurance premiums of $5,395, (ii) a 401(k) match of $2,543, and (iii) an HSA match of $2,400, paid by us on behalf of Dr. Rosenthal. (5) The amount reported represents a $91,000 retention bonus awarded to Mr. Berkley in connection with his appointment as Principal Financial Officer. The retention bonus was paid in one lump sum on the last regularly scheduled pay date in 2025. (6) The amount reported represents a bonus earned based on the achievement of company objectives for the fiscal year ended December 31, 2025, of which 50% was paid in cash in March 2026 and 50% was converted into an award of 54,600 RSUs under the 2019 Plan. The RSUs vest 50% on September 1, 2026 and 50% on March 1, 2027, in each case subject to the officer’s continued service as a Service Provider through the applicable vesting date. (7) The amount reported consists of (i) life insurance premiums of $1,242 and (ii) a 401(k) match of $5,000, paid by us on behalf of Mr. Berkley. (8) The amount reported represents 50% of Dr. Kenkare-Mitra’s target bonus as agreed to in Dr. Kenkare-Mitra’s Separation Agreement and Release of Claims dated December 22, 2025. The amount reported consists of (i) life insurance premiums of $2,322, (ii) a 401(k) match of $5,000, (iii) a PTO payout of $72,507, and, (iv) a severance payout of $471,300.

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to each of our named executive officers during the fiscal year ended December 31, 2025.

  25. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($)(1) | | All Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | All Stock Awards: Number of Shares of | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Target ($) | Maximum ($) | Options (#)(2) | Awards (S/share) | Stock or Units (#)(3) | Awards ($)(4) | | Arnon Rosenthal, Ph.D. | — | 406,860 | 610,290 | — | — | — | — | | | 7/1/2025 | — | — | 45,700 | 1.42 | — | 44,598 | | | 7/1/2025 | — | — | — | — | 137,125 | 194,717 | | | 11/10/2025 | — | — | 522,500 | 1.31 | — | 513,618 | | | 11/10/2025 | — | — | — | — | 174,167 | 228,159 | | Neil Berkley | — | 182,000 | 273,000 | — | — | — | — | | | 5/15/2025 | — | — | 12,975 | 1.11 | — | 9,951 | | | 5/15/2025 | — | — | — | — | 38,900 | 42,985 | | | 7/1/2025 | — | — | 18,000 | 1.42 | — | 17,566 | | | 11/10/2025 | — | — | — | — | 65,000 | 85,150 | | | 11/10/2025 | — | — | 195,000 | 1.31 | — | 191,685 | | Sara Kenkare -Mitra, Ph.D. | — | 628,400 | 942,600 | — | — | — | — | | | 7/1/2025 | — | — | 18,250 | 1.42 | — | 17,810 | | | 7/1/2025 | — | — | — | — | 54,725 | 77,710 |

  26. Grants of Plan-Based Awards

    (1) The amounts reported in these columns represent the target and maximum amount of annual performance-based incentive bonus compensation that might have been paid to each named executive officer for 2025 performance. As there are no threshold amounts with respect to these payouts, the column “Threshold ($)” is inapplicable and therefore has been omitted from this table. The actual payouts approved for 2025 performance are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” (2) The amounts in this column represent the stock option awards granted in 2025 pursuant to our 2019 Plan. The per share exercise price of the stock options is equal to the closing price of a share of our common stock on the date of grant. (3) The amounts in this column represent the restricted stock units granted in 2025 pursuant to our 2019 Plan. The amounts shown are full grant date fair value in accordance with FASB ASC Topic 718. The assumptions used to calculate the grant date fair value of option awards are set forth under Notes 2 and 8 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 25, 2026.

  27. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents certain information concerning equity awards held by our named executive officers, as of December 31, 2025.

  28. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares of Stock That Have Not Vested(#) | Market Value of Shares That Have Not Vested ($)(2) | | Arnon Rosenthal, Ph.D. | 7/2/2018(3) | 500,000(4) | —(4) | 8.16 | 7/2/2028 | — | — | | | 11/6/2018(3) | 275,000(5) | —(5) | 10.14 | 11/6/2028 | — | — | | | 11/6/2019(6) | 520,000(7) | —(7) | 17.15 | 11/6/2029 | — | — | | | 10/1/2020(6) | 457,038(8) | —(8) | 10.24 | 10/1/2030 | — | — | | | 10/1/2021(6) | 417,213(10) | —(10) | 23.70 | 10/1/2031 | — | — | | | 10/1/2022(6) | 94,561(11) | 24,885(11) | 9.46 | 10/1/2032 | — | — | | | 10/1/2023(6) | 71,770(20) | 60,730(20) | 6.48 | 10/1/2033 | — | — | | | 10/1/2023(6) | — | — | — | — | 99,401(21) | 155,066 | | | 10/1/2024(6) | — | — | — | — | 356,127(17) | 555,558 | | | 7/1/2025 | 19,041(9) | 26,659(9) | 1.42 | 7/1/2035 | | | | | 7/1/2025 | | | | | 68,563(12) | 106,958 | | | 11/10/2025 | 10,885(14) | 511,615(14) | 1.31 | 11/10/2035 | | | | | 11/10/2025 | | | | | 159,654(22) | 249,060 | | Neil Berkley | 5/2/2024(6) | | | | | 100,000(16) | 156,000 | | | 10/01/2024(6) | | | | | 95,982(17) | 149,732 | | | 5/15/2025(6) | 7,568(18) | 5,407(18) | 1.11 | 5/15/2035 | | | | | 5/15/2025(6) | | | | | 9,725(19) | 15,171 | | | 7/1/2025(6) | 7,500(9) | 10,500(9) | 1.42 | 7/1/2035 | | | | | 11/10/2025(6) | 4,062(14) | 190,938(14) | 1.31 | 11/10/25 | | | | | 11/10/2025(6) | | | | | 59,584(22) | 92,951 | | Sara Kenkare-Mitra, Ph.D. | 1/3/2022(13) | 300,000(15) | —(15) | 20.78 | 12/22/2026 | — | — | | | 10/1/2022(6) | 42,414(11) | —(23) | 9.46 | 12/22/2026 | — | — | | | 10/1/2023(6) | 29,520(20) | —(23) | 6.48 | 12/22/2026 | — | — | | | 7/1/2025(6) | 7,603(9) | —(23) | 1.42 | 12/22/2026 | | |

  29. Outstanding Equity Awards at Fiscal Year-End

    (1) This column represents the fair market value of a share of our common stock on the date of grant, as determined by our Board of Directors or its authorized committee. (2) This column represents the fair market value of the shares listed in the “Number of Shares of Stock That Have Not Vested” column, as of December 31, 2025, based on the closing price of our common stock, as reported on the Nasdaq Global Select Market, of $1.56 per share on December 31, 2025. (3) This award was granted pursuant to our 2017 Plan. (4) One forty-eighth of the total number of shares subject to the option grant vested on August 2, 2018, and an additional 1/48th of the total number of shares subject to the option grant vested each month thereafter, subject to the executive’s continued status as a service provider on each such vesting date. (5) One fourth of the total number of shares subject to the option grant vested on November 1, 2019, and an additional 1/48th of the total number of shares subject to the option grant vested each month thereafter, subject to the executive’s continued status as a service provider through each such vesting date. (6) This award was granted pursuant to our 2019 Plan. (7) The shares subject to this option vested, and continue to vest, 1/48th per month beginning on the one-month anniversary of November 6, 2019, subject to the executive’s continued status as a service provider on each such vesting date. (8) The shares subject to this option vested, and continue to vest, 1/48th per month beginning on the one-month anniversary of October 1, 2020, subject to the executive’s continued status as a service provider on each such vesting date. (9) One third of the total number of shares subject to the option grant will vest on November 1, 2025, and one-twelfth of the total number of shares subject to the option grant will vest on the same day of each month thereafter, subject to the executive’s continued status as a service provider through each such vesting date. (10) The shares subject to this option vested, and continue to vest, 1/48th per month beginning on November 1, 2021, subject to the executive’s continued status as a service provider on each such vesting date. (11) The shares subject to this option vested, and continue to vest, 1/48th per month beginning on November 1, 2022, subject to the executive’s continued status as a service provider on each such vesting date. (12) Half of the total number of shares subject to this restricted stock unit award vested on December 1, 2025, and an additional one-fourth of the total number of shares subject to this restricted stock unit award will vest each quarter thereafter, subject to the executive’s continued status as a service provider through each such vesting date. (13) This award was granted pursuant to our Inducement Plan. The shares subject to this option vested, and continue to vest, 1/48th per month beginning on November 10, 2025, subject to the executive’s continued status as a service provider on each such vesting date. One-fourth of the total number of shares subject to the option grant vested on December 15, 2022, and an additional 1/48th of the total number of shares subject to the option grant will vest each month thereafter, subject to the executive’s continued status as a service provider through each such vesting date. (16) The shares subject to this restricted stock unit award will vest 1/12th per quarter beginning on September 1, 2024, subject to the executive’s continued status as a service provider on each such vesting date. (17) The shares subject to this restricted stock unit award will vest 1/12th per quarter beginning on December 1, 2024, subject to the executive’s continued status as a service provider on each such vesting date. (18) One half of the total number of shares subject to the option grant will vest on November 1, 2025, and one-twelfth of the total number of shares subject to the option grant will vest on the same day of each month thereafter, subject to the executive’s continued status as a service provider through each such vesting date. (19) Three fourths of the total number of shares subject to this restricted stock unit award will vest on December 1, 2025, and one-fourth of the total number of shares subject to this restricted stock unit award will vest on March 1, 2026, subject to the executive’s continued status as a service provider through each such vesting date. (20) The shares subject to this option vested, and continue to vest, 1/48th per month beginning on November 1, 2023, subject to the executive’s continued status as a service provider on each such vesting date. (21) The shares subject to this restricted stock unit award will vest 1/12th per quarter beginning on December 1, 2023, subject to the executive’s continued status as a service provider on each such vesting date. (22) The shares subject to this restricted stock unit award will vest 1/12th per quarter beginning on December 1, 2025, subject to the executive’s continued status as a service provider on each such vesting date. (23) Dr. Kenkare-Mitra resigned as our President and Head of Research and Development effective December 22, 2025, and unvested options were forfeited.

  30. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control We entered into a change in control and severance agreement with each of our named executive officers which provides for certain severance and change in control benefits as described below. Each change in control and severance agreement superseded any prior agreement or arrangement the named executive officer may have had with us that provided for severance and/or change in control payments or benefits. If a named executive officer’s employment is terminated outside the period beginning on the date of a change in control and ending 12 months following that change in control (the “Change in Control Period”) either (1) by the Company or any of its subsidiaries (the “Company Group”) without “cause” (excluding by reason of death or disability) or (2) by the named executive officer for “good reason” (as such terms are defined in the named executive officer’s change in control and severance agreement), the named executive officer will receive the following benefits if he or she timely signs and does not revoke a release of claims in our favor: a lump-sum payment equal to nine months in the case of Mr. Berkley, and, formerly, Dr. Kenkare-Mitra, or 12 months in the case of Dr. Rosenthal, of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction); and payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for the named executive officer and the named executive officer’s eligible dependents, if any, for up to nine months in the case of Mr. Berkley, and, formerly, Dr. Kenkare-Mitra, or 12 months in the case of Dr. Rosenthal, or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate or be subject to an excise tax under applicable law. If, within the Change in Control Period, the named executive officer’s employment is terminated either (1) by the Company (or any of its subsidiaries) without “cause” (excluding by reason of death or disability) or (2) by the named executive officer for “good reason,” the named executive officer will receive the following benefits if the named executive officer timely signs and does not revoke a release of claims in our favor: • a lump-sum payment equal to 12 months in the case of Mr. Berkley, and, formerly, Dr. Kenkare-Mitra, or 18 months in the case of Dr. Rosenthal of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction) or if greater, at the level in effect immediately prior to the change in control; • a lump-sum payment equal to 100% in the case of Mr. Berkley, and, formerly, Dr. Kenkare-Mitra, or 150% in the case of Dr. Rosenthal, of the named executive officer’s target annual bonus as in effect for the fiscal year in which such termination occurs; • payment of premiums for coverage under COBRA for the named executive officer and the named executive officer’s eligible dependents, if any, for up to 12 months in the case of Mr. Berkley, and, formerly, Dr. Kenkare-Mitra, or 18 months in the case of Dr. Rosenthal, or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate or be subject to an excise tax under applicable law; and • 100% accelerated vesting and exercisability of all outstanding equity awards and, in the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing the equity award, all performance goals and other vesting criteria generally will be deemed achieved at 100% of target levels. If any of the amounts provided for under these change in control and severance agreements or otherwise payable to our named executive officers would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officer would be entitled to receive either full payment of benefits under his or her change in control and severance agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. The change in control and severance agreements do not require us to provide any tax gross-up payments. Under each named executive officer’s change in control and severance agreement, the following definitions are used: “Cause” means: • the named executive officer’s dishonest statements or acts with respect to any Company Group member, or any current or prospective customers, suppliers, vendors, or other third parties with which such entity does business; • the named executive officer’s commission of (1) a felony or (2) any misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; • the named executive officer’s failure to perform his or her assigned duties and responsibilities to the reasonable satisfaction of the applicable Company Group member, which failure continues, in the reasonable judgment of the Company Group member, after written notice given to him or her by the Company Group member; • the named executive officer’s gross negligence, willful misconduct, or insubordination with respect to any Company Group member; or • the named executive officer’s material violation of any provision of any agreement(s) between him or her and any Company Group member relating to non-competition, non-solicitation, non-disclosure, and/or assignment of inventions (such as the at-will employment, confidential information, invention assignment, and arbitration agreement with the named executive officer or any written Company Group policy or procedure to which the named executive officer is subject). Any termination for “Cause” will require the approval of our Board of Directors, and the named executive officer will be given the opportunity to appear in person before the entire Board of Directors in order to explain the named executive officer’s position on the allegations or claims that constitute “Cause.” “Good Reason” means that the named executive officer resigns from a Company Group member if one of the following events occurs without his or her consent:

  31. Potential Payments on Termination or Change in Control

    a material reduction of his or her duties, authorities, or responsibilities relative to his or her duties, authorities, or responsibilities in effect immediately prior to the reduction, provided that (1) any change that results in Dr. Rosenthal not serving as the chief executive officer of, or reporting directly to the Board of Directors of, the parent corporation in a group of controlled corporations including the Company or its assets (the “Parent”) following a change in control (other than as the result of his voluntary resignation not at the request of the successor or the Parent) will be deemed to constitute a material reduction in his duties, authorities, and responsibilities constituting “Good Reason” and (2) that continued employment of a named executive officer (other than Dr. Rosenthal) following a change in control with substantially the same duties, authorities, or responsibilities with respect to the Company Group’s business and operations will not constitute “Good Reason” (for example, “Good Reason” will not exist if the named executive officer is employed by the Company or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company’s business that the named executive officer had immediately before the change in control regardless of whether the named executive officer’s title is revised to reflect his or her placement within the overall corporate hierarchy or whether the named executive officer provides services to a subsidiary, affiliate, business unit, or otherwise); • a material diminution in his or her base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the applicable Company Group member, or • a change of more than 50 miles in the geographic location at which he or she provides services to the applicable Company Group member. For “Good Reason” to be established, the named executive officer must provide written notice to our Chief Executive Officer (or our Board of Directors in the case of Dr. Rosenthal) and the applicable Company Group member within 90 days immediately following such alleged events, the applicable Company Group member must fail to materially remedy such event within 30 days after receipt of such notice, and the named executive officer’s resignation must be effective not later than 90 days from the occurrence of the alleged triggering event, and must not be effective until after the expiration of the notice and cure periods described above.

  32. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the following tables and related disclosure show the relationship between (i) the total compensation for our principal executive officer (“PEO”) and other named executive officers (“NEOs”) as set forth in the Summary Compensation Table, (ii) the “compensation actually paid” (“CAP”) for our PEO and NEOs (computed in accordance with Item 402(v) of Regulation S-K), (iii) our total shareholder return (“TSR”), and (iv) our net income. This disclosure does not necessarily reflect value actually realized by our NEOs or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance.

  33. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO($)(1) | Compensation Actually Paid To PEO($)(2) | Average Summary Compensation Table Total for Other NEOs($)(3) | Average Compensation Actually Paid to Other NEOs($)(4) | Value of $100 Initial Fixed Investment Based on Company Total Shareholder Return($)(5) | Value of $100 Initial Fixed Investment Based on Peer Group Total Shareholder Return($)(6) | Net Income (Loss) (in millions)($)(7) | | 2025 | 1,995,018 | 1,861,484 | 1,313,805 | 1,022,588 | 17 | 135 | (143) | | 2024 | 3,666,341 | (1,849,608) | 1,933,897 | (445,355) | 20 | 102 | (119) | | 2023 | 4,255,006 | 3,233,266 | 1,980,327 | 1,527,898 | 86 | 104 | (130) |

  34. Pay Versus Performance

    (1) Our PEO for each applicable year was Arnon Rosenthal, Ph.D. The amounts disclosed reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for our PEO:

  35. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO($) | Minus Stock and Option Awards from Summary Compensation Table($) | Plus Year-End Equity Value of Unvested Awards Granted During Fiscal Year($) | Plus Change in Value of Unvested Awards Granted in Prior Years($) | Plus Value of Awards Granted and Vested During Fiscal Year($) | Plus Change in Value of Prior Years’ Awards Vested During Fiscal Year($) | Compensation Actually Paid to PEO($) | | 2025 | 1,995,018 | (979,712) | 997,493 | (166,860) | 131,286 | (115,741) | 1,861,484 | | 2024 | 3,666,341 | (2,777,775) | 1,057,695 | (2,893,561) | 131,761 | (1,034,069) | (1,849,608) | | 2023 | 4,255,006 | (3,190,771) | 3,641,317 | (900,099) | 203,555 | (775,742) | 3,233,266 |

  36. Pay Versus Performance

    Our NEOs (excluding our PEO) for each applicable year were: • 2025: Sara Kenkare-Mitra, Ph.D.; Neil Berkley. • 2024: Marc Grasso, M.D.; Sara Kenkare-Mitra, Ph.D.; Gary Romano, M.D., Ph.D. • 2023: Marc Grasso, M.D.; Sara Kenkare-Mitra, Ph.D.; Gary Romano, M.D., Ph.D. (4) The amounts disclosed reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for our NEOs (excluding our PEO):

  37. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Other NEOs($)s | Minus Stock and Option Awards from Summary Compensation Table($) | Plus Year-End Equity Value of Unvested Awards Granted During Fiscal Year($) | Plus Change in Value of Unvested Awards Granted in Prior Years($) | Plus Value of Awards Granted and Vested During Fiscal Year($) | Plus Change in Value of Prior Years’ Awards Vested During Fiscal Year($) | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions($) | Compensation Actually Paid to Other NEOs($) | | 2025 | 1,313,805 | (221,327) | 177,272 | (35,087) | 50,392 | (42,829) | (219,638) | 1,022,588 | | 2024 | 1,933,897 | (1,062,850) | 404,701 | (1,319,273) | 50,416 | (452,246) | — | (445,355) | | 2023 | 1,980,327 | (1,055,565) | 1,204,614 | (373,876) | 67,339 | (294,941) | — | 1,527,898 |

  38. Pay Versus Performance

    (5) Total shareholder return illustrates the value, as of the last day of the applicable fiscal year, of an investment of $100 in our common stock on December 31, 2022. (6) The peer group used for relative total shareholder return is the Nasdaq Biotechnology Index. (7) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

  39. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table: Compensation Actually Paid and Net Income (Loss) Alector is not a commercial-stage company, and we did not have any revenue during the periods presented, except revenue related to the agreement with AbbVie and the agreement with GSK for the license and co-development of product candidates with those parties. Consequently, we have not historically looked to net income (loss) as a performance measure for our executive compensation program. From 2023 to 2024 our net loss decreased, the “compensation actually paid” for our PEO decreased, and the “compensation actually paid” for our other NEOs decreased. The decrease in net loss in 2024 was mainly due to the termination of the AL002 program and therefore we recognized all remaining revenue in 2024. From 2024 to 2025 our net loss increased, the “compensation actually paid” for our PEO increased, and the “compensation actually paid” for our other NEOs increased. The increase in net loss in 2025 was mainly due to the termination of the AL002 program and therefore we recognized all remaining revenue in 2024. Compensation Actually Paid and the Company’s Total Shareholder Return The following chart sets forth the relationship between the “compensation actually paid” to our PEO, the average “compensation actually paid” to our NEOs as a group (excluding our PEO), and the Company’s total shareholder return over the period covering fiscal years 2023, 2024, and 2025. We utilize several performance measures to align executive compensation with our performance, but those are not financial performance measures, such as total shareholder return. For example, as described in more detail above in the section titled “Executive Compensation,” part of the compensation our NEOs are eligible to receive consists of annual performance-based cash bonuses which are designed to provide appropriate incentives to achieve defined annual corporate goals and to reward our NEOs for individual achievement towards these goals. Additionally, we view equity awards, which are an integral part of our executive compensation program, as related to Company performance because the value of each award increases only if the value of our common stock appreciates from the grant date and if the NEO continues employment over the vesting period. These equity awards strongly align our NEOs’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our NEOs to continue in our employment for the long-term. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.