Franz Humer
About Franz Humer
Franz Humer, Ph.D., age 78, has served on Allogene’s Board since April 2018 and is the Lead Independent Director; he chairs the Compensation Committee and the International and Business Development Oversight Committee. He holds a Ph.D. in Law from the University of Innsbruck and an MBA from INSEAD, and previously served as CEO and later Chair & CEO of the Roche Group, and Chair of Roche Holding Ltd. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F. Hoffmann-La Roche Ltd | Head of Pharmaceuticals; Chief Operating Officer | 1996–1998 | Senior operating leadership across research, manufacturing, and commercial strategy |
| Roche Group | Chief Executive Officer | 1998–2001 | Led global biopharma operations and strategy |
| Roche Group | Chair & Chief Executive Officer | 2001–2008 | Combined leadership role guiding corporate strategy |
| Roche Holding Ltd | Chair | 2008–2014 | Board leadership and governance oversight |
| Glaxo Holdings plc | Board member; responsible for research, BD, manufacturing, commercial strategy, non‑US operations | 13 years (pre‑Roche) | Strategic oversight across core pharma functions |
| Schering‑Plough Corporation | General Management positions (LatAm, Europe) | From 1973 | Regional general management experience |
| Diageo plc | Chair | 2005–2017 | Chair of a FTSE‑listed consumer company |
| Citigroup Inc. | Independent Director | 2012–2018 | Board oversight at a global financial institution |
| Chugai Pharmaceuticals Ltd. | Director | 2002–2014 | Board role at Japan-based pharma company |
| Arix Bioscience plc | Director | 2016–2019 | Venture biotech board experience |
| WISeKey SA | Director | 2016–2017 | Cybersecurity public company board |
| Kite | Director | 2015–2017 | Board role at cell therapy peer |
| Neogene Therapeutics, Inc. | Chair | Oct 2020–Jan 2023 | Chair of a private research-stage biotech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LetterOne Holdings S.A. | Director | Current | Board service at investment holding company |
| Kallyope, Inc. | Chair | Current | Chair of biotech focused on gut–brain axis |
| International Centre for Missing and Exploited Children | Director | Current | Non‑profit governance |
| Humer Foundation | Chair | Current | Philanthropic leadership |
Board Governance
- Independence and leadership: The Board determined Humer is independent; he serves as Lead Independent Director (presides over executive sessions, facilitates communication, ensures effective committee functioning) and chairs the Compensation and International & Business Development Oversight Committees .
- Committee composition: Independent committees include Audit (Barrett, Mayo, Messemer), Compensation (Barrett, DeYoung, Humer – Chair), and Nominating & Corporate Governance (Messemer, Sisitsky, Witte); International & BD Oversight and R&D have mixed membership with Humer chairing International & BD Oversight and Witte chairing R&D .
- Attendance: The Board met six times in FY2024; each director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting .
- Governance enhancements: In 2025, the Board appointed Humer as new Lead Independent Director and adopted a director resignation policy for majority‑vote failures, enhancing accountability and independent oversight .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned – Humer | 122,390 | Cash retainers and committee fees per policy |
| Annual Cash Retainer (policy) | 40,000 | Non‑employee director base |
| Committee Member Retainers (policy) | Audit: 12,500; Compensation: 7,500; Nominating & CG: 5,000; R&D: 10,000 | Additional to base |
| Committee Chair Retainers (policy) | Int’l & BD Oversight: 100,000 (reduced to 50,000 in 2025); Audit: 25,000; Compensation: 15,000; Nominating & CG: 10,000; R&D: 20,000 | Chair retainer replaces member retainer |
| Lead Independent Director Retainer | 30,000 (added in 2025) | Applied to Humer as LID |
| Per‑Meeting Fees (policy) | Int’l & BD members: 3,500; R&D Scientific Advisory Board meeting: 5,000 | Not applicable to chairs |
Note: The 2025 Board changes added a LID retainer and reduced the Int’l & BD Oversight Chair retainer; Humer’s 2024 fees reflect policy in effect during 2024 and may include proration across roles .
Performance Compensation
| Element | Value/Terms | Vesting/Metrics |
|---|---|---|
| 2024 Stock Awards – Humer | 149,999 | RSUs; annual grants made on annual meeting date; RSUs vest semi‑annually over one year (initial RSU awards vest semi‑annually over three years) |
| 2024 Option Awards – Humer | 149,325 | Options vest in 12 equal monthly installments over one year (initial options vest in 36 equal monthly installments) |
| Annual Director Equity Target (policy) | 300,000 (lowered from 425,000 in 2023) | Director selects option/RSU mix prior to grant |
| Initial Director Equity Target (policy) | 600,000 (lowered from 850,000 in 2023) | For new directors; option/RSU mix designated by director |
| Change‑of‑Control Treatment | Full vesting of director options and RSUs upon a change of control | Single‑trigger acceleration |
| 2025 Share Limits | Share caps added to equity grants depending on option/RSU mix | Implemented March/April 2025 |
No performance‑based metrics apply to non‑employee director equity awards; metrics introduced in 2025 apply to executives (e.g., PSUs tied to autoimmune program progress), not directors .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|---|
| LetterOne Holdings S.A. | Private holding | Director | Current | Investment group; no ALLO transaction disclosed |
| Kallyope, Inc. | Private biotech | Chair | Current | No ALLO transaction disclosed |
| International Centre for Missing and Exploited Children | Non‑profit | Director | Current | Non‑profit |
| Humer Foundation | Philanthropy | Chair | Current | Non‑profit |
| Diageo plc | Public | Chair | 2005–2017 | Former role at consumer goods leader |
| Citigroup Inc. | Public | Independent Director | 2012–2018 | Former role at financial institution |
| Chugai Pharmaceuticals Ltd. | Public (Japan) | Director | 2002–2014 | Former role; pharma |
| Arix Bioscience plc | Public | Director | 2016–2019 | Former role; venture biotech |
| WISeKey SA | Public | Director | 2016–2017 | Former role; cybersecurity |
| Kite | Public (at time) | Director | 2015–2017 | Former role at cell therapy peer |
| Neogene Therapeutics, Inc. | Private | Chair | 2020–2023 | Former role; research‑stage biotech |
The proxy’s “Transactions with Related Persons” details consulting arrangements with Bellco (Executive Chair) and Two River (Kazam); no Humer‑specific related‑party transactions are disclosed for 2023–2024 .
Expertise & Qualifications
- Deep life‑sciences operating and governance experience (Roche CEO/Chair; Glaxo; Chugai; Kite), broad public company chair/director track record (Diageo, Citigroup), and legal/management education (Ph.D. Law; MBA) .
- The Board cites Humer’s life‑sciences expertise, multi‑company director experience, and educational background as qualifications for continued Board service .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of 3/31/2025) | 548,099 shares; <1% | Based on 218,598,262 shares outstanding |
| Shares Held Directly | 276,769 | As disclosed in footnote |
| Options Exercisable within 60 Days | 271,330 | Included in beneficial ownership calculation |
| RSUs Outstanding (12/31/2024) | 30,738 | Director RSUs outstanding |
| Options Outstanding (12/31/2024) | 279,291 | Director options outstanding |
| Ownership Guidelines | 5x annual retainer; all directors currently in compliance | Directors must hold 5x annual retainer; compliance monitored annually |
| Hedging/Pledging | Prohibited by policy | Short sales, options, hedging, and pledging are prohibited |
Fixed vs Equity Compensation Mix (2024, Humer)
| Component | Amount ($) | Source |
|---|---|---|
| Cash Fees | 122,390 | 2024 Director Compensation Table |
| Stock Awards (RSUs) | 149,999 | 2024 Director Compensation Table |
| Option Awards | 149,325 | 2024 Director Compensation Table |
| Total | 421,714 | 2024 Director Compensation Table |
Equity formed the majority of Humer’s 2024 non‑employee director compensation by value, consistent with alignment objectives .
Additional Governance Signals
- Independence and committee leadership: Humer is independent and serves as Lead Independent Director and Compensation Committee Chair; all members of audit, compensation, and nominating committees meet SEC/Nasdaq independence standards .
- Clawback oversight: The Compensation Committee is responsible for adopting/administering clawback policies and determining whether to exercise clawbacks as applicable to senior executives .
- Shareholder engagement and pay responsiveness: Following sub‑70% Say‑on‑Pay in 2023, support improved to ~87% in 2024; responsive actions included reducing director equity values, adding share caps in 2025, and enhancing disclosure on compensation oversight—changes made under the Compensation Committee chaired by Humer .
- Section 16 compliance: The proxy lists late Form 4 filings for several insiders in 2024; Humer is not listed among late filers in that disclosure .
Governance Assessment
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Strengths
- Independent leadership: Humer as Lead Independent Director provides a counterbalance to the non‑independent Executive Chair, presiding over executive sessions and ensuring effective Board/committee functioning .
- Relevant expertise: Extensive biopharma operating and board experience enhances oversight of R&D, human capital, and compensation design in a clinical‑stage setting .
- Alignment mechanisms: Director ownership guidelines (5x annual retainer), prohibition on hedging/pledging, and equity‑heavy compensation structure support shareholder alignment .
-
Risks & Red Flags
- Change‑of‑control acceleration: Single‑trigger full vesting for director equity upon change of control may be viewed by some investors as misaligned in takeover scenarios (common in practice, but still a potential governance concern) .
- Classified board structure: Board acknowledges investor concerns; 2025 enhancements (LID appointment, resignation policy) aim to mitigate, but staggered terms persist .
- Executive Chair consulting arrangement: While unrelated to Humer directly, the non‑independence of the Board Chair (Bellco consulting) heightens the importance of strong independent oversight by Humer’s LID role and the independent Compensation Committee he chairs .
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Net view
- Humer’s profile and roles strengthen board effectiveness and investor confidence through independence, committee leadership, and relevant sector expertise. Governance enhancements in 2025 and responsive compensation actions further support oversight quality under his Compensation Committee chairmanship .