Allogene Therapeutics Inc
For the period ended Jun 18, 2025. Filed Apr 30, 2025.
View on SEC.govAbout 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
Contents
Cover page
Show cover page
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:
To elect the Board of Directors’ three nominees for director named herein to hold office until the 2028 Annual Meeting of Stockholders.
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this notice.
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.
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 Voting | 1 |
| Proposal 1 - Election of Directors | 8 |
| Our Board of Directors | 9 |
| Nominees for Election at the Annual Meeting | 10 |
| Directors Continuing in Office Until the 2026 Annual Meeting | 12 |
| Directors Continuing in Office Until the 2027 Annual Meeting | 14 |
| Information Regarding the Board of Directors and Corporate Governance | 17 |
| General | 17 |
| Corporate Governance Guidelines | 17 |
| Independence of the Board of Directors | 18 |
| Board Leadership Structure | 18 |
| Distinctive Role of the Executive Chair | 19 |
| Classified Board Structure | 20 |
| Enhanced Governance Practices | 21 |
| Board Qualifications | 21 |
| Board Self-Evaluation Process | 22 |
| Role of the Board in Risk Oversight | 23 |
| Meetings of The Board of Directors | 23 |
| Information Regarding Committees of the Board of Directors | 23 |
| Audit Committee | 24 |
| Compensation Committee | 25 |
| Nominating and Corporate Governance Committee | 27 |
| International and Business Development Oversight Committee | 29 |
| Research and Development Committee | 29 |
| Stockholder Communications with the Board of Directors | 29 |
| Stockholder Engagement | 29 |
| Code of Ethics | 31 |
| Environmental, Social & Governance (ESG) Practices | 32 |
| Delinquent Section 16(A) Reports | 33 |
| Proposal 2 - Advisory Vote on Executive Compensation | 34 |
| Executive Officers | 35 |
| Page | |
|---|---|
| Executive Compensation | 36 |
| Discussion of Named Executive Officer Compensation | 36 |
| Overview | 36 |
| Corporate Highlights for 2024 | 36 |
| Compensation Highlights for 2024 | 37 |
| Executive Compensation Governance Practices | 38 |
| Stockholder Engagement and Say-on-Pay Feedback | 40 |
| Executive Compensation Philosophy and Overview | 41 |
| 2024 Summary Compensation Table | 41 |
| Narrative to Summary Compensation Table | 42 |
| Executive Compensation Program and Compensation Decisions for the Named Executive Officers | 44 |
| Agreements with our Named Executive Officers | 49 |
| Potential Payments and Benefits Upon Termination or Change in Control | 50 |
| Stock Ownership Guidelines | 51 |
| Insider Trading Policy; Prohibition on Hedging, Pledging, and Speculative Trading | 51 |
| Clawback Policy | 52 |
| 2024 Outstanding Equity Awards at Fiscal Year-End Table | 53 |
| Securities Authorized for Issuance under Equity Compensation Plans | 54 |
| Pay Versus Performance | 55 |
| Risk Assessment Concerning Compensation Practices and Policies | 58 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 59 |
| Director Compensation | 61 |
| 2024 Director Compensation Table | 61 |
| Executive Chair Compensation | 62 |
| Non-Employee Director Compensation Policy | 63 |
| Security Ownership or Certain Beneficial Owners and Management | 65 |
| Transactions with Related Persons | 68 |
| Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm | 71 |
| Report of the Audit Committee of the Board of Directors | 73 |
| Other Matters | 75 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.