Arie Belldegrun
About Arie Belldegrun
Arie Belldegrun, M.D., is Allogene’s co‑founder and Executive Chair (non‑independent). Age 75, director since 2017; he is a urologic oncologist, UCLA professor and former CEO of Kite Pharma (acquired by Gilead), with deep immuno‑oncology company‑building experience . He is designated non‑independent due to Allogene’s consulting agreement with Bellco Capital LLC, an entity he manages .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kite Pharma, Inc. | President & CEO; Director | CEO: Mar 2014–Oct 2017; Director: Jun 2009–Oct 2017 | Led development/commercial path that culminated in acquisition; CAR‑T leadership |
| UCLA (David Geffen School of Medicine) | Research Professor; Roy & Carol Doumani Chair in Urologic Oncology; Founder/Director, Institute of Urologic Oncology | Joined UCLA Oct 1988; ongoing | Scientific leadership in oncology; board‑level scientific oversight relevance |
| NCI/NIH (Surgical Oncology & Immunotherapy) | Research Fellow | Jul 1985–Aug 1988 | Early immunotherapy research under Dr. Steven Rosenberg |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| UroGen Pharma Ltd. | Chair of the Board | Since Dec 2012 | Public company board chair |
| Kronos Bio, Inc. | Chair of the Board | Since Jun 2017 | Public company board chair |
| Ginkgo Bioworks, Inc. | Director | Sep 2021–Nov 2024 | Former public company director |
| Vida Ventures, LLC | Senior Managing Director | Since Nov 2017 | Investment firm; also beneficial holder of ALLO shares via Vida funds |
| Two River Group | Chair and Partner | Since Jun 2009 | Prior consulting interlock to ALLO via Two River (terminated 12/31/2023) |
| Bellco Capital LLC | Chairman; Manager | Since 2004 | Consulting counterparty to ALLO; related‑party |
| Breakthrough Properties LLC / Breakthrough Services LLC | Board member | Since Apr 2019 | Private companies |
| ByHeart, Inc. | Board member | Since Oct 2019 | Private company |
| Symbiotic Capital | Co‑Chairman | Since Jun 2023 | Investment role |
Board Governance
| Item | Detail |
|---|---|
| Board/Role | Executive Chair (Board Chair); not a member of standing committees |
| Independence | Non‑independent director due to consulting relationship via Bellco Capital LLC |
| Lead Independent Director | Franz Humer, Ph.D.; presides over executive sessions and bridges independent directors and management |
| Committee Chairs (overall) | Audit: Deborah Messemer; Compensation: Franz Humer; Nominating & Gov: Owen Witte; I&BD Oversight: Franz Humer; R&D: Owen Witte |
| Meeting attendance | Board met 6 times in 2024; all current directors attended ≥75% of Board/committee meetings |
| Executive sessions | Independent directors meet no less than twice per year in executive session per Corporate Governance Guidelines |
| Classified board | Staggered terms retained; Board cites long‑term biotech rationale; annual review and potential future sunset considered |
| Stockholder engagement | Post‑2024 outreach led to freezing 2025 CEO/Exec Chair salaries and reintroducing PSUs for executives in 2025; expanded disclosure on Exec Chair role |
Fixed Compensation
| Component (2024 unless noted) | Amount/Terms | Notes |
|---|---|---|
| Non‑Employee Director Pay | Not applicable | Executive Chair does not receive non‑employee director retainers/fees |
| Consulting Retainer (Bellco) | $482,600 | Paid for Executive Chair services in 2024 to Bellco Capital LLC |
| Target Bonus % | 60% of Bellco annual retainer | Executive Chair target cash incentive set at 60% of retainer |
| Actual Bonus Paid (for 2024 performance; paid 2025) | $202,692 | 70% corporate achievement applied to target; paid Jan 2025 to Bellco |
| Benchmarking Approach | ~2/3 of CEO pay level for base, LTI value and total comp targeted near 50th percentile of life science peers | Policy used for 2024 and unchanged for 2025 |
Performance Compensation
| Equity Award (Grant) | Shares/Value | Notes |
|---|---|---|
| Stock Options (Jan 2024) | 749,398 options | Annual long‑term incentive award; ~two‑thirds of CEO’s annual LTI |
| RSUs (Jan 2024) | 211,973 RSUs | Annual long‑term incentive award; ~two‑thirds of CEO’s annual LTI |
| 2024 Director Compensation Line Items | Stock awards fair value: $678,314; Option awards fair value: $1,601,923 | ASC 718 grant‑date fair values reported for 2024 |
| Cash Incentive Mechanics | Corporate score 70% for 2024 | Company applied 70% payout factor for 2024 annual incentives |
Note: Vesting schedules for Executive Chair 2024 awards were not specifically disclosed in the proxy. The company introduced PSUs for executive officers in 2025 (50% options / 30% RSUs / 20% PSUs) but did not specify inclusion for the Executive Chair .
Other Directorships & Interlocks
| Company/Entity | Relationship to ALLO | Potential Interlock Risk |
|---|---|---|
| Bellco Capital LLC | Consulting counterparty; sublease landlord | Related‑party transactions; independence impairment; see details below |
| Two River, LLC | Former consultant to ALLO (terminated 12/31/2023) | Historic related‑party fees; non‑independence persisted for Mr. Kazam for lookback period |
| Vida Ventures entities | Beneficial owner of ALLO shares | Significant indirect holdings via Vida funds |
Equity Ownership
| Holder/Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership (Dr. Belldegrun) | 12,543,444 (5.7% of outstanding) | As of Mar 31, 2025; based on 218,598,262 shares |
| Direct common stock (Dr. Belldegrun) | 590,603 | Directly held |
| Options exercisable within 60 days | 3,180,554 | Part of beneficial ownership; 759,771 unvested but exercisable within 60 days |
| Rebecka Belldegrun/Bellco Legacy Trust f/b/o Rebecka | 4,710,120 | Indirect interest attributed in footnote |
| Bellco Legacy LLC | 539,867 | Indirect |
| Vida Ventures LLC | 1,798,163 | Indirect; Senior Managing Director role |
| Vida Ventures III L.P. | 1,720,172 | Indirect |
| Vida Ventures III‑A L.P. | 3,965 | Indirect |
| Anti‑hedging/pledging policy | Hedging and pledging are prohibited for directors/insiders; company reports all directors are in compliance with stock ownership guidelines | Directors must hold equity equal to 5x annual retainer; compliance monitored annually |
Employment & Contracts (Executive Chair – Bellco)
- Consulting Agreement with Bellco Capital LLC: In place since Aug 2018; amended Jan 2019, Jan 2020, Jan 2021, Jan 2022, Apr 2024, Apr 2025. Compensation reviewed annually by independent Compensation Committee and approved by full Board; Executive Chair recuses from deliberations .
- 2024 Payments and Awards: $482,600 consulting fees (retainer); $202,692 2024 performance‑based cash incentive paid in Jan 2025 (70% of target); 749,398 options and 211,973 RSUs granted Jan 2024. Out‑of‑pocket expenses reimbursed .
- Role Scope: Extensive operational and strategic engagement beyond typical chair duties (exec meetings, clinical strategy, BD, investor engagement, IP assignments), justifying expanded compensation framework .
Related‑Party Transactions (Conflict Review)
| Transaction | Terms | Governance Handling |
|---|---|---|
| Bellco Consulting | Retainer and bonus as above; equity awards to Executive Chair | Reviewed annually by Compensation Committee; Board approval; recusal by Executive Chair; peer benchmarking used |
| Bellco Sublease (Los Angeles office) | New sublease commenced Jan 1, 2024; 2,218 sq. ft.; 2024 base rent $0.3M; $0.2M tenant improvements contributed by ALLO; pass‑through costs to master landlord; no portion retained by Bellco | Related‑person transaction; subject to policy and Audit Committee oversight |
| Two River Consulting (historic) | Fees: $0.7M (2022), $0.3M (2023); agreement terminated Dec 31, 2023 | Terminated; contributed to non‑independence lookback for Mr. Kazam |
| Related‑Person Policy | Transactions >$120k reviewed for independence, alternatives, market terms; interested director recusal required | Codified process under Audit Committee |
Director Compensation (Context)
- 2024 Director Compensation table shows Executive Chair stock awards ($678,314), option awards ($1,601,923) and “all other compensation” ($685,292, consisting of the Bellco retainer and 2024 bonus paid in 2025) reflecting his unique compensation structure. Executive Chair does not receive non‑employee director policy retainers .
Expertise & Qualifications
- Deep biopharma operating and scientific expertise (urologic oncology, CAR‑T), public company leadership, BD and capital markets experience; brings high‑value networks and scientific guidance to Allogene’s strategy and clinical programs .
Say‑on‑Pay & Shareholder Feedback (Governance Signals)
- Say‑on‑Pay improved to ~87% support in 2024 after <70% in 2023; Board responded by freezing 2025 CEO/Executive Chair salaries, reducing director equity, and adding PSUs for executive officers in 2025 (20% of LTI) tied to ALLO‑329 autoimmune milestones .
Additional Compliance & Process Notes
- Late Section 16 filings: Dr. Belldegrun and others filed late Form 4s on Jan 31, 2024 (for Jan 25, 2024 grants) due to administrative oversight; noted in proxy .
- Clawback Policy: Maintained and administered by Compensation Committee; broader comp governance controls, including no option repricing without shareholder approval; no hedging/pledging permitted .
Governance Assessment
-
Strengths
- Significant “skin in the game”: 5.7% beneficial ownership; broad direct/indirect holdings align interests with shareholders .
- Robust independent oversight: Lead Independent Director (Humer) with executive sessions; all key committees independent .
- Responsive governance: Enhanced disclosures, salary freezes, and introduction of PSUs for executives following investor feedback; improved Say‑on‑Pay result .
-
Risks / RED FLAGS
- Non‑independence: Executive Chair compensated via related‑party consulting (Bellco) impairs formal independence; requires strong committee and LID counterbalances .
- Related‑party exposure: Ongoing Bellco consulting and sublease arrangements require continued rigorous Audit/Comp Committee oversight; perception risk on pay magnitude and structure .
- Classified board and plurality voting: Board maintains staggered terms and plurality voting (with resignation policy); could be viewed as entrenchment risk despite stated annual review .
- Process control: Late Form 4 filings (admin oversight) — a minor but notable compliance lapse .
Overall: Dr. Belldegrun’s extensive operational engagement and ownership provide strong alignment and strategic value but create independence and related‑party optics risk. The Board’s LID structure, independent committees, and enhanced disclosures help mitigate, but investors should monitor compensation calibration (relative to peers/CEO), continued use of related‑party arrangements, and progress toward potential board declassification .
Key data supporting this assessment are sourced from Allogene’s 2025 and 2024 DEF 14A filings, including Board structure, compensation, ownership, and related‑party sections **[1737287_0001737287-25-000049_allo-20250429.htm:10]** **[1737287_0001737287-25-000049_allo-20250429.htm:18]** **[1737287_0001737287-25-000049_allo-20250429.htm:19]** **[1737287_0001737287-25-000049_allo-20250429.htm:21]** **[1737287_0001737287-25-000049_allo-20250429.htm:25]** **[1737287_0001737287-25-000049_allo-20250429.htm:26]** **[1737287_0001737287-25-000049_allo-20250429.htm:37]** **[1737287_0001737287-25-000049_allo-20250429.htm:40]** **[1737287_0001737287-25-000049_allo-20250429.htm:63]** **[1737287_0001737287-25-000049_allo-20250429.htm:77]** **[1737287_0001737287-25-000049_allo-20250429.htm:79]** **[1737287_0001737287-25-000049_allo-20250429.htm:80]** **[1737287_0001737287-25-000049_allo-20250429.htm:84]** **[1737287_0001737287-25-000049_allo-20250429.htm:86]** **[1737287_0001737287-25-000049_allo-20250429.htm:87]** **[1737287_0001737287-25-000049_allo-20250429.htm:90]** **[1737287_0001737287-24-000032_allo-20240423.htm:77]**.