Earl Douglas
About Earl Douglas
Earl Douglas, 62, is Senior Vice President, General Counsel and Compliance Officer at Allogene Therapeutics (ALLO) since August 2023 and Corporate Secretary since January 2024; he holds a B.S. in Chemical Engineering from MIT and a J.D. from Columbia Law School . He serves at the discretion of the Board as an executive officer and filed a late Form 4 on January 31, 2024 for an option and RSU grant made January 25, 2024 due to an administrative oversight . No personal TSR, revenue or EBITDA performance metrics are disclosed for Douglas; company-level operating results are reported separately and not tied to his individual compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Applied Molecular Transport | Executive Vice President, General Counsel | — | Senior legal leadership for clinical-stage biotech |
| Kiverdi, Inc. | Executive Vice President, General Counsel | — | Led legal function at carbon transformation firm |
| BioMimetic Therapeutics | Vice President, General Counsel | — | Legal oversight in medtech/biotech setting |
| Spinal Dynamics | Vice President, General Counsel | — | Legal leadership in spine device company |
| OPX Biotechnologies | Vice President, General Counsel | — | Legal leadership in industrial biotech |
| Wilson Sonsini Goodrich & Rosati | Counsel | — | Technology and life sciences legal practice |
| Weil, Gotshal & Manges | Associate | — | Corporate law training at major firm |
Fixed Compensation
| Component | Value / Terms | Source |
|---|---|---|
| Base Salary | $490,000 per year | |
| Target Annual Bonus | 45% of base salary | |
| Employment Structure | At-will; onsite at 210 E. Grand Ave, South San Francisco, CA; full-time commitment | |
| Arbitration & IP | Mandatory arbitration agreement; invention assignment and limited exclusion notification |
Performance Compensation
| Metric Category (2024 Corporate Plan) | Core Goal Examples | Weighting | Stretch Goal Examples | Weighting | Company-Level Outcome |
|---|---|---|---|---|---|
| Cema-cel 1L Consolidation Study | Initiate ALPHA 3 trial ✓ | 20% | 2x and 3x enrollment targets | 20% | 70% of target payout for NEOs; Douglas’ individual payout not disclosed |
| Cema-cel CLL Study | Complete Phase 1 enrollment | 10% | Transition to Phase 2 | 10% | 70% of target payout for NEOs |
| Product Manufacturing | Establish CF1 comparability ✓; Incorporate AutoFill ✓; Conduct ALLO-329 GMP run ✓ | 2.5% + 2.5% + 5% | Conduct ALLO-329 GMP run in 3Q | 5% | 70% of target payout for NEOs |
| Pipeline Advancement | Go/No-Go for ALLO-316 RCC ✓ | 5% | — | — | 70% of target payout for NEOs |
| Operations & Financials | Improve financial strength by target ✓; Maintain staff engagement ✓; Resolve Servier issues ✓ | 10% + 5% + 10% | Improve financial strength by stretch ✓; Partner an asset(s) | 10% | 70% of target payout for NEOs |
Notes:
- Annual corporate goals paid at 100% at target; max up to 165% if core + stretch fully met; Board determined 70% achievement for 2024 program; individual payouts disclosed for NEOs only (CEO, CMO, CTO) .
Equity Ownership & Alignment
| Data Point | Value | Source |
|---|---|---|
| Beneficial Ownership (as of Mar 31, 2024) | 960,854 shares; <1% of outstanding | |
| Ownership Guidelines | Other executive officers: hold stock equal to 1× base salary; counts common and up to 50% of vested ITM options; excludes unvested awards | |
| Compliance Monitoring | Compensation Committee monitors annually; statement of compliance pertains to NEOs and directors (not explicitly to Douglas) | |
| Hedging/Pledging | Prohibited: short sales, options, hedging, margining or pledging company stock |
Employment Terms
- Start/Role: Senior Vice President, General Counsel and Compliance Officer since August 2023; Corporate Secretary since January 2024 .
- Offer Equity Awards (Hire): Option to purchase 950,000 shares; RSU of 400,000 shares, each subject to Board approval; option exercise price at fair market value on grant date .
- Vesting Schedules:
- Options: 25% on first anniversary of employment start date; remaining 75% in 36 equal monthly installments thereafter .
- RSUs: Four equal annual installments on annual anniversary of the 20th calendar day of the month of start date .
- Change-in-Control and Severance Plan:
- Base Case (non-CIC): 12 months cash severance plus COBRA premium continuation for executive officers, upon termination without cause or resignation for good reason, subject to release .
- CIC Window (3 months before to 12 months after): 18 months severance for executive officers; 150% of annual target cash incentive; accelerated vesting of outstanding equity awards (double-trigger) .
- Definitions: “Cause,” “Good Reason,” and “Change in Control” defined per plan .
- Clawback: Incentive Compensation Recoupment Policy adopted Nov 2023 per SEC Rule 10D-1/Nasdaq 5608; requires recovery of excess incentive comp after restatement; no recoupment triggered for compensation after Oct 2, 2023; detailed administration and recovery sources in 10-K Exhibit .
- Insider Trading Policy: Prohibits hedging and pledging and speculative trading; applies to directors, officers, employees, consultants .
- Section 16 Compliance: Late Form 4 filings on Jan 31, 2024 for option and RSU grants dated Jan 25, 2024 due to administrative oversight; includes Douglas .
Vesting Schedules and Insider Selling Pressure
- Douglas’ hire grants vest over four years (options with 1-year cliff then monthly; RSUs annual over four years), creating ongoing monthly and annual vesting events that can coincide with periodic Form 4 activity; actual sales or 10b5-1 plans for Douglas are not disclosed in proxy/10-K/10-Q .
- Company prohibits hedging and pledging, and maintains blackouts/trading windows under its Insider Trading Policy, which structurally reduces discretionary selling flexibility and speculative transactions .
Compensation Structure Details (Equity Mix and Refresh Practices)
- Annual Grant Practices: Annual refresh grants typically occur around late January; grant date generally first trading day after approval; compensation committee does not time awards around MNPI; 2024 NEO equity mix was 70% options / 30% RSUs with a three-year vest to reinforce retention post-reduction in force; PSUs were excluded in 2024 then reintroduced in 2025 at ~20% of executive grant value tied to ALLO-329 autoimmune milestones, alongside options (50%) and RSUs (30%) .
- Market-Condition RSUs: Company-wide, certain executive RSUs include market conditions; stock-based compensation expense tied to these RSUs was de minimis in 2025 vs prior year; performance-based RSUs outstanding as of Q3 2025 were not probable to vest, and no expense recognized .
Director/Committee Governance Relevant to Compensation
- Compensation Committee: Independent directors (Chair Dr. Franz Humer; members Elizabeth Barrett, John DeYoung) oversee executive compensation strategy, equity plans, clawback enforcement, and disclosures .
Investment Implications
- Alignment: Douglas’ compensation is base-plus-target bonus with meaningful equity at hire (option and RSU grants) subject to multi-year vesting, and subject to strict anti-hedging/pledging policies—indicating alignment with long-term value creation and reduced near-term speculative selling risk .
- Retention/CIC Economics: The double-trigger CIC plan (18 months severance, 150% of target bonus, and equity acceleration for executives) provides retention protections but could increase dilution risk upon a transaction due to accelerated vesting; baseline severance is 12 months if terminated without cause (non-CIC) .
- Governance/Safeguards: A compliant clawback policy aligned to SEC/Nasdaq rules and a formal ownership guideline framework support governance quality; a late Section 16 filing in January 2024 was attributed to administrative oversight and broadly affected multiple officers, mitigating individual red flag concerns .
- Execution Risk: No individual performance payout data is disclosed for Douglas; company-level 2024 incentive outcomes paid at 70% of target, reflecting mixed goal achievement in a development-stage biotech operating environment .