Allogene Therapeutics Sets June 5th Virtual Annual Meeting

Ticker: ALLO · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 1737287

Allogene Therapeutics, Inc. DEF 14A Filing Summary
FieldDetail
CompanyAllogene Therapeutics, Inc. (ALLO)
Form TypeDEF 14A
Filed DateApr 23, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: annual-meeting, proxy-statement, governance, executive-compensation

Related Tickers: ALLO

TL;DR

ALLO's annual meeting is June 5th, virtual only. Vote on directors, exec pay, and auditors.

AI Summary

Allogene Therapeutics, Inc. will hold its 2024 Annual Meeting of Stockholders on June 5, 2024, at 8:00 a.m. Pacific Time. The meeting will be a virtual event where stockholders can listen, submit questions, and vote online. Key agenda items include the election of four director nominees for terms until 2027, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year.

Why It Matters

This filing outlines the key decisions stockholders will vote on, including director elections and executive pay, which directly impact the company's governance and future direction.

Risk Assessment

Risk Level: low — This is a standard proxy statement for an annual shareholder meeting, outlining routine corporate governance matters.

Key Numbers

  • 4 — Director Nominees (To be elected to hold office until the 2027 Annual Meeting.)

Key Players & Entities

  • Allogene Therapeutics, Inc. (company) — Registrant
  • June 5, 2024 (date) — Annual Meeting Date
  • Ernst & Young LLP (company) — Independent Registered Public Accounting Firm

FAQ

When and where will the 2024 Annual Meeting of Stockholders be held?

The 2024 Annual Meeting of Stockholders will be held on June 5, 2024, at 8:00 a.m. Pacific Time, as a completely virtual meeting accessible at www.virtualshareholdermeeting.com/ALLO2024.

What are the primary purposes of the Annual Meeting?

The primary purposes are to elect four director nominees, to approve, on an advisory basis, the compensation of the Company's named executive officers, and to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm.

How long will the elected directors serve?

The four nominees for director are to hold office until the 2027 Annual Meeting of Stockholders.

How can stockholders participate in the virtual meeting?

Stockholders can attend by visiting www.virtualshareholdermeeting.com/ALLO2024, where they can listen live, submit questions, and vote online.

Who is being proposed as the independent registered public accounting firm?

The Audit Committee of the Board of Directors has proposed the ratification of Ernst & Young LLP as the independent registered public accounting firm.

Filing Stats: 4,838 words · 19 min read · ~16 pages · Grade level 12.5 · Accepted 2024-04-23 16:31:45

Filing Documents

Executive Compensation

Executive Compensation 28 Discussion of Named Executive Officer Compensation 29 Overview 29 Corporate Highlights for 2023 29 Compensation Highlights for 2023 30

Executive Compensation Governance Practices

Executive Compensation Governance Practices 31 "Say on Pay" Consideration 32

Executive Compensation Philosophy and Overview

Executive Compensation Philosophy and Overview 33 2023 Summary Compensation Table 34 Narrative to Summary Compensation Table 34 Process for Setting Executive Compensation 34 Role of the Compensation Committee 34 Role of Management 35 Page Role of Independent Compensation Consultant 35 Peer Group and Market Compensation Data 35

Executive Compensation Program and Compensation Decisions for the Named Executive Officers

Executive Compensation Program and Compensation Decisions for the Named Executive Officers 36 2023 Annual Base Salary 36 2023 Annual Performance-Based Cash Incentive 37 2023 Long-Term Incentive Compensation 38 Health and Welfare Benefits 40 Section 401(k) Plan 40 Perquisites and Other Personal Benefits 40 Agreements with our Named Executive Officers 41 Potential Payments and Benefits Upon Termination or Change in Control 41 Stock Ownership Guidelines 42 Prohibition on Hedging, Pledging, and Speculative Trading 43 Clawback Policy 43 2023 Outstanding Equity Awards at Fiscal Year-End Table 44 Securities Authorized for Issuance under Equity Compensation Plans 45 Pay Versus Performance 46 Risk Assessment Concerning Compensation Practices and Policies 48 2023 Director Compensation table 49 Executive Chair Compensation 50 Non-Employee Director Compensation Policy 51

Security Ownership or Certain Beneficial Ownership and Management

Security Ownership or Certain Beneficial Ownership and Management 53 Transactions with Related Persons 55 Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm 58 Report of the Audit Committee of the Board of Directors 60 Householding of Proxy Materials 61 Other Matters 62 ALLOGENE THERAPEUTICS, INC. 210 East Grand Avenue South San Francisco, California 94080 PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 5, 2024 Questions and Answers about These Proxy Materials and Voting Why did I receive a notice regarding the availability of proxy materials on the internet? Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the "Notice") because the Board of Directors (sometimes referred to as the "Board") of Allogene Therapeutics, Inc. (sometimes referred to as "we," "us," "our," the "Company" or "Allogene") is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders ("Annual Meeting"), including at any adjournments or postponements of the meeting. The Annual Meeting will be held virtually on June 5, 2024 at 8:00 a.m., Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ALLO2024, where you will be able to listen to the meeting live, submit questions and vote online. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. We intend to mail the Notice on April 26, 2024 to all stockholders of record entitled to vote at the Annual Meeting. Will I receive any other proxy materials by mail? We may send you a p

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of1995. In some cases, you can identify these statements by terms such as "anticipate," "believe," "could," "estimate," "expects," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes. These statements are based on management's current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements the Company's commitment to progress ESG matters and its plans regarding ESG matters; the Company's plans and expectations regarding executive compensation; Company's development plans and business strategy; the potential of the Company's product candidates; the Company's ongoing and planned clinical trials; and the potential market opportunity of the Company's product candidates and competitive landscape. No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Allogene undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward looking statements should be evaluated together with the many uncertainties that affect Allogene's business, particularly those mentioned in the risk factors and cautionary statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and in its periodic reports on Form 10-Q and current reports on Form 8-K, if any. 6 Proposal 1 Election of Directors Recommendation: The Board recommends the vote "FOR" the election of each of John DeYoung, Franz Humer, Ph.D., Joshua Kazam and Stephen Mayo, Ph.D. as a director. The Board nominated John DeYoung, Fr

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