Deborah Messemer
About Deborah Messemer
Deborah Messemer, age 67, is an independent Class II director of Allogene Therapeutics (ALLO) serving since September 2018; her current term runs until the 2026 annual meeting. She is a Certified Public Accountant and former Managing Partner of KPMG’s Bay Area and Northwest region, with deep expertise in SEC reporting, IPOs, M&A due diligence, and internal controls, and holds a bachelor’s degree in accounting from the University of Texas at Arlington. At ALLO, she chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee, and has been designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, Bay Area & Northwest; Audit Partner | Joined 1982; Partner since 1995; retired Sep 2018 | Led audit engagements; extensive SEC filings, IPOs, M&A due diligence, and internal controls proficiency |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Inc. (Nasdaq: TPG) | Director; Audit Committee Chair | Director since Jan 2022 | 2024 director pay: $210,000 fees; $165,950 RSUs; chaired Audit Committee |
| PayPal Holdings, Inc. (Nasdaq: PYPL) | Director | Director since Jan 2019 | 2024 director pay: $100,000 fees; $275,004 stock awards; committee roles not specified in ALLO proxy |
Board Governance
- Independence: The Board determined Ms. Messemer is independent under Nasdaq rules; only Dr. Belldegrun, Dr. Chang, and Mr. Kazam are non-independent.
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (Member).
- Audit Committee met five times in 2024; Nominating & Corporate Governance met four times.
- Attendance: The Board met six times in 2024; each director attended at least 75% of applicable Board and committee meetings.
- Executive sessions: Independent directors meet at least twice per year in executive session; the Lead Independent Director is Dr. Franz Humer.
Committee Summary
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 5 | Designated audit committee financial expert |
| Nominating & Corporate Governance | Member | 4 | Oversees board composition, independence, ESG |
Fixed Compensation
| Component (ALLO Non-Employee Director Policy, 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Standard director retainer |
| Audit Committee Chair retainer | 25,000 | Chair premium (in lieu of member fee) |
| Nominating & Corporate Governance Committee member retainer | 5,000 | Member fee |
| Total fees earned (2024 actual) | 70,000 | Matches policy components |
Policy changes and governance responsiveness:
- In March 2024, initial equity grant value for new directors was reduced from $850,000 to $600,000 and the annual grant from $425,000 to $300,000 (50th percentile of peers).
- In April 2025, share limits were added to cap the number of shares per grant at specified RSU/option mixes; Lead Independent Director retainer of $30,000 added; International & Business Development Oversight Chair retainer reduced to $50,000.
- Board cited stockholder feedback and reduced director equity compensation for the second consecutive year.
Performance Compensation
| Equity Awards (ALLO, 2024) | Value ($) | Vesting |
|---|---|---|
| RSUs (annual director grant) | 299,998 | Semi-annual over one year; full vest on change-of-control |
| Options (annual director grant) | — | Annual options vest monthly over one year (not elected in 2024) |
Grant mechanics and limits:
- Directors can elect RSU/options mix; annual grant value set at $300,000 in 2024; 2025 introduced share caps tied to chosen mix.
- RSUs and options fully vest upon change of control per EIP.
Other Directorships & Interlocks
| Counterparty | Relationship to ALLO | Interlock/Conflict Consideration |
|---|---|---|
| TPG funds | Beneficial owner of 8.6% of ALLO common stock as of Mar 31, 2025 | Ms. Messemer serves on TPG Inc.’s Board and chairs TPG’s Audit Committee; presence of a significant shareholder interlock warrants ongoing monitoring for related-party matters and audit oversight impartiality. |
No related-party transactions in the ALLO proxy list involve Ms. Messemer; disclosed related-person arrangements center on Bellco (Executive Chair consulting/sublease) and the prior Two River agreement (terminated Dec 2023).
Expertise & Qualifications
- CPA with decades of audit leadership; deep SEC, IPO, M&A and internal controls experience.
- Designated “audit committee financial expert” by ALLO’s Board.
- Experienced public company director across multiple large-cap issuers (TPG, PayPal).
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership (ALLO) | 434,591 shares | Less than 1% of shares outstanding |
| Direct holdings | 76,306 shares | Held by Ms. Messemer |
| Trust holdings | 6,535 shares | Messemer Family Trust |
| Options outstanding | 351,750 shares | Aggregate options held as of Dec 31, 2024 |
Ownership alignment and policies:
- Director stock ownership guideline: 5× annual retainer; all directors currently in compliance.
- Hedging and pledging of ALLO stock are prohibited for directors.
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; robust committee engagement (Audit 5 meetings; Nominating 4), and ≥75% attendance; strong ownership alignment via guidelines and anti-hedging/pledging policy; Board reduced director equity levels and instituted share caps reflecting investor feedback.
- Potential red flags to monitor: Interlock with TPG (8.6% holder) via her TPG directorship/Audit Chair role; continued classified Board structure at ALLO (mitigated by enhanced practices but still a governance risk for some investors). No related-party transactions disclosed involving her.
Overall, Messemer’s audit pedigree and independence support board effectiveness at ALLO, with compensation and ownership policies aligned to shareholders; the TPG interlock should be transparently managed through ALLO’s related-party review and Audit Committee oversight processes.