John DeYoung

About John DeYoung

John DeYoung (age 62) is an independent director of Allogene Therapeutics, serving on the Compensation Committee and the International and Business Development Oversight Committee; he has been on the board since April 2018. He is Vice President of Worldwide Business Development for Pfizer’s Oncology Business Unit, sits on Pfizer’s Oncology Leadership Team and Worldwide Business Development Leadership Team, holds a B.S. in business from Michigan State University (1985) and an MBA from the University of Chicago (1990). The board cites his life sciences business development expertise and financial background as qualifications for service.

Past Roles

External Roles

• No other public-company directorships disclosed in the Allogene proxy biography for Mr. DeYoung.

Board Governance

• Board class and term: Director since April 2018; listed among directors continuing in office until the 2027 annual meeting.
• Independence: The board determined all current directors are independent except Dr. Belldegrun, Dr. Chang, and Mr. Kazam; Mr. DeYoung is independent and qualifies for Compensation Committee service under Nasdaq and SEC standards.
• Committee assignments (2025):
  • Compensation Committee (member; chair is Dr. Humer).
  • International and Business Development Oversight Committee (member; chair is Dr. Humer).
• Attendance and engagement:
  • Company disclosed each board member attended at least 75% of board and applicable committee meetings in the prior fiscal year (2023).
  • All directors attended the 2024 annual meeting.
  • International and Business Development Oversight Committee met three times during 2024.
• Executive sessions of independent directors are led by the Lead Independent Director (Dr. Franz Humer).

Fixed Compensation

• Non-employee director compensation policy (2024 structure):
  • Annual cash retainer: $40,000.
  • Committee member retainers: Audit $12,500; Compensation $7,500; Nominating & Corporate Governance $5,000; Research & Development $10,000.
  • Chair retainers (in lieu of member fees): International & BD $100,000; Audit $25,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Research & Development $20,000.
  • Additional meeting fees: International & BD committee members $3,500/meeting; Research & Development committee $5,000 per annual SAB meeting.
• Compensation actually received by DeYoung (FY2024):
  • The 2024 Director Compensation Table shows no cash fees, no stock awards, and no option awards for Mr. DeYoung (total $0).
  • The 2024 proxy further states that neither Mr. Bonderman nor Mr. DeYoung accept any compensation for serving on the board.

Performance Compensation

• Director equity program structure (time-based; no performance metrics for directors):
  • Initial grant (for new directors): Grant date value $600,000 (reduced from $850,000 in 2023); options vest monthly over 36 months; RSUs vest semi-annually over three years; mix selectable by director. Full vesting on change of control.
  • Annual grant: Grant date value $300,000 (reduced from $425,000 in 2023); options vest monthly over 12 months; RSUs vest semi-annually over one year; mix selectable by director. Full vesting on change of control.
  • 2025 amendment added share caps by chosen mix (e.g., annual grant caps: 100% RSUs 95,400 shares; 50/50 119,900; 100% options 144,400).

Note: Mr. DeYoung did not accept director equity in 2024.

Other Directorships & Interlocks

• Interlock/Related-party exposure:
  • Employer is Pfizer; Pfizer owned 22,032,040 ALLO shares (10.1%) as of March 31, 2025 and is party to a 2018 asset contribution agreement with milestones and royalties to Pfizer (low single-digit to mid-single-digit tiered royalties by target).
  • Governance mitigant: Audit Committee oversees related-person transactions under the Company’s policy.
  • Independence determination explicitly found Mr. DeYoung independent despite affiliations considered by the board.

Expertise & Qualifications

• Documented skills/qualifications: Life sciences business development expertise and financial background; senior leadership in oncology business development; international and strategic transactions experience.
• Compensation governance exposure: Active member of Compensation Committee; committee uses independent consultant (Compensia) and annually reviews consultant independence; no conflicts found.

Equity Ownership

As of March 31, 2025 (beneficial ownership table basis; 218,598,262 shares outstanding):

Policy protections and alignment:

• Stock ownership guidelines: Non-employee directors required to hold 5x annual retainer; compliance monitored annually. (Company disclosed broad compliance status; did not name specific individuals.)
• Prohibitions on hedging, pledging, and speculative trading apply to directors.
• Section 16 compliance: 2024 late Form 4s were disclosed for certain officers, not including Mr. DeYoung.

Governance Assessment

• Positives:

  • Independent director on a key committee (Compensation), with documented consultant independence processes; this supports pay governance rigor.
  • Declined all non-employee director compensation in 2024, reducing potential perceived entrenchment and direct pay conflicts.
  • Active oversight on International & Business Development, which met three times in 2024, indicating engagement on strategy and partnerships.
  • Board-level compliance culture signals: hedging/pledging prohibitions; related-party oversight led by Audit Committee; all directors ≥75% attendance in the last reported year; all directors attended the annual meeting.

• Watch items / RED FLAGS:

  • Potential conflict: Mr. DeYoung’s senior Pfizer role juxtaposed with Pfizer’s 10.1% ownership and legacy asset/royalty arrangements with Allogene; while independence was affirmed, future BD oversight items involving Pfizer may require recusal vigilance.
  • Alignment gap: No reported ALLO share ownership and no director compensation accepted in 2024 may reduce “skin-in-the-game” alignment typical for independent directors (balanced by independence from pay).
  • Board structure: The board remains classified; some investors prefer a declassified structure (the company is evaluating but has not declassified).

• Responsiveness to shareholders (contextual signal):

  • Director equity values reduced in 2024 (and share caps added in 2025) following investor feedback on board/exec pay levels.