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Allogene Therapeutics Inc

For the period ended Jun 18, 2025. Filed Apr 30, 2025.

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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 18, 2025 · Filed Apr 30, 2025

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 18, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Allogene Therapeutics, Inc., a Delaware corporation (the “Company”). The meeting will be held on June 18, 2025 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/ALLO2025 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’ three nominees for director named herein to hold office until the 2028 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, 2025.

  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 22, 2025. 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 29, 2025

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 Voting1
Proposal 1 - Election of Directors8
Our Board of Directors9
Nominees for Election at the Annual Meeting10
Directors Continuing in Office Until the 2026 Annual Meeting12
Directors Continuing in Office Until the 2027 Annual Meeting14
Information Regarding the Board of Directors and Corporate Governance17
General17
Corporate Governance Guidelines17
Independence of the Board of Directors18
Board Leadership Structure18
Distinctive Role of the Executive Chair19
Classified Board Structure20
Enhanced Governance Practices21
Board Qualifications21
Board Self-Evaluation Process22
Role of the Board in Risk Oversight23
Meetings of The Board of Directors23
Information Regarding Committees of the Board of Directors23
Audit Committee24
Compensation Committee25
Nominating and Corporate Governance Committee27
International and Business Development Oversight Committee29
Research and Development Committee29
Stockholder Communications with the Board of Directors29
Stockholder Engagement29
Code of Ethics31
Environmental, Social & Governance (ESG) Practices32
Delinquent Section 16(A) Reports33
Proposal 2 - Advisory Vote on Executive Compensation34
Executive Officers35
Page
Executive Compensation36
Discussion of Named Executive Officer Compensation36
Overview36
Corporate Highlights for 202436
Compensation Highlights for 202437
Executive Compensation Governance Practices38
Stockholder Engagement and Say-on-Pay Feedback40
Executive Compensation Philosophy and Overview41
2024 Summary Compensation Table41
Narrative to Summary Compensation Table42
Executive Compensation Program and Compensation Decisions for the Named Executive Officers44
Agreements with our Named Executive Officers49
Potential Payments and Benefits Upon Termination or Change in Control50
Stock Ownership Guidelines51
Insider Trading Policy; Prohibition on Hedging, Pledging, and Speculative Trading51
Clawback Policy52
2024 Outstanding Equity Awards at Fiscal Year-End Table53
Securities Authorized for Issuance under Equity Compensation Plans54
Pay Versus Performance55
Risk Assessment Concerning Compensation Practices and Policies58
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information59
Director Compensation61
2024 Director Compensation Table61
Executive Chair Compensation62
Non-Employee Director Compensation Policy63
Security Ownership or Certain Beneficial Owners and Management65
Transactions with Related Persons68
Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm71
Report of the Audit Committee of the Board of Directors73
Other Matters75
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.