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Allogene Therapeutics Inc

For the period ended Jun 5, 2024. Filed Apr 23, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2024 · Filed Apr 23, 2024

ALLO$1.04-4.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

ALLOGENE THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 5, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (“Annual Meeting”) of Allogene Therapeutics, Inc., a Delaware corporation (the “Company”). The meeting will be held on June 5, 2024 at 8:00 a.m., Pacific Time. The Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ALLO2024 where you will be able to listen to the meeting live, submit questions and vote online. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

  1. To elect the Board of Directors’ four nominees for director named herein to hold office until the 2027 Annual Meeting of Stockholders.

  2. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this notice.

  3. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.

  4. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this notice.

The record date for the Annual Meeting is April 17, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS

Earl Douglas

Senior Vice President, General Counsel and Corporate Secretary

South San Francisco, California

April 23, 2024

YOUR VOTE IS IMPORTANT. You are cordially invited to attend the meeting online. Whether or not you plan to attend the Annual Meeting, 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 on voting by telephone or the Internet, please refer to your Notice of Internet Availability of Proxy Materials or proxy card that may be mailed to you. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

Table of Contents

Page
Questions and Answers about These Proxy Materials and Voting6
Proposal 1 - Election of Directors7
Our Board of Directors8
Nominees for Election at the Annual Meeting9
Directors Continuing in Office Until the 2025 Annual Meeting11
Directors Continuing in Office Until the 2026 Annual Meeting13
Information Regarding the Board of Directors and Corporate Governance15
General15
Independence of The Board of Directors15
Board Leadership Structure15
Board Qualifications17
Role of the Board in Risk Oversight18
Meetings of The Board of Directors19
Information Regarding Committees of the Board of Directors19
Audit Committee19
Compensation Committee20
Nominating and Corporate Governance Committee22
International and Business Development Oversight Committee24
Research and Development Committee24
Stockholder Communications with The Board of Directors24
Code of Ethics24
Environmental, Social & Governance (ESG) Practices24
Delinquent Section 16(A) Reports26
Proposal 2 - Advisory Vote on Executive Compensation27
Executive Officers28
Executive Compensation28
Discussion of Named Executive Officer Compensation29
Overview29
Corporate Highlights for 202329
Compensation Highlights for 202330
Executive Compensation Governance Practices31
“Say on Pay” Consideration32
Executive Compensation Philosophy and Overview33
2023 Summary Compensation Table34
Narrative to Summary Compensation Table34
Process for Setting Executive Compensation34
Role of the Compensation Committee34
Role of Management35
Page
Role of Independent Compensation Consultant35
Peer Group and Market Compensation Data35
Executive Compensation Program and Compensation Decisions for the Named Executive Officers36
2023 Annual Base Salary36
2023 Annual Performance-Based Cash Incentive37
2023 Long-Term Incentive Compensation38
Health and Welfare Benefits40
Section 401(k) Plan40
Perquisites and Other Personal Benefits40
Agreements with our Named Executive Officers41
Potential Payments and Benefits Upon Termination or Change in Control41
Stock Ownership Guidelines42
Prohibition on Hedging, Pledging, and Speculative Trading43
Clawback Policy43
2023 Outstanding Equity Awards at Fiscal Year-End Table44
Securities Authorized for Issuance under Equity Compensation Plans45
Pay Versus Performance46
Risk Assessment Concerning Compensation Practices and Policies48
2023 Director Compensation table49
Executive Chair Compensation50
Non-Employee Director Compensation Policy51
Security Ownership or Certain Beneficial Ownership and Management53
Transactions with Related Persons55
Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm58
Report of the Audit Committee of the Board of Directors60
Householding of Proxy Materials61
Other Matters62
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.