Joshua Kazam
About Joshua Kazam
Joshua Kazam (age 48) has served on Allogene Therapeutics’ Board since November 2017; he briefly served as Allogene’s President from November 2017 to June 2018 . He co‑founded Kite Pharma and served on its board from inception (June 2009) to October 2017, co‑founded Two River, LLC, and is a co‑founder and Director of Vida Ventures; he holds a bachelor’s degree in Entrepreneurial Management from The Wharton School, where he is also on the Undergraduate Executive Board, and is a Penn Medicine Trustee . The Board has determined that Mr. Kazam is not independent due to Allogene’s prior consulting relationship with Two River (terminated December 31, 2023) within the last three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allogene Therapeutics (ALLO) | Director | Since Nov 2017 | Member, International & Business Development Oversight Committee |
| Allogene Therapeutics (ALLO) | President | Nov 2017 – Jun 2018 | Transition leadership during early company formation |
| Kite Pharma | Co‑Founder; Director | Jun 2009 – Oct 2017 | Built leading CAR‑T platform; strategic oversight |
| Two River, LLC | Co‑Founder | Since Jun 2009 | Life-science incubation and investment platform; historical consulting relationship with ALLO (ended Dec 31, 2023) |
| Screaming Eagle Acquisition Corp. (SPAC) | Director | Jan 2022 – May 2024 | Capital markets/transaction expertise |
| Tishman Speyer Innovation Corp. II (SPAC) | Director | Feb 2021 – Dec 2022 | Transaction and governance oversight |
| TS Innovation Acquisitions Corp. (SPAC) | Director | Nov 2020 – Jun 2021 | Transaction and governance oversight |
| Soaring Eagle Acquisition Corp. (SPAC) | Director | Feb 2021 – Sep 2021 | Transaction and governance oversight |
| Flying Eagle Acquisition Corp. (SPAC) | Director | Feb 2020 – Dec 2020 | Transaction and governance oversight |
| Diamond Eagle Acquisition Corp. (SPAC) | Director | Jan 2019 – Apr 2020 | Transaction and governance oversight |
| Platinum Eagle Acquisition Corp. (SPAC) | Director | Jan 2018 – Mar 2019 | Transaction and governance oversight |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Impact |
|---|---|---|---|---|
| Kronos Bio, Inc. | Director | Public | Since Jun 2017 | Board oversight |
| Vida Ventures | Co‑Founder; Director | Private | Ongoing | Life sciences venture investing; note Vida-affiliated entities hold ALLO shares (via VV Manager LLC; see footnote for Dr. Belldegrun) |
| Symbiotic Capital | Advisor | Private | Ongoing | Investment advisory |
| Vision Path, Inc. (Hubble Contacts) | Director | Private | Since May 2016 | Consumer health growth oversight |
| ByHeart, Inc. | Director | Private | Since Nov 2016 | Pediatric nutrition oversight |
| Breakthrough Properties LLC/Services LLC | Director | Private | Since Apr 2019 | Life science real estate/platform building |
| Baby Generation | Director | Private | Since Jan 2018 | Consumer health oversight |
| Desert Flower Foundation | President | Non‑profit | Since Jun 2016 | Philanthropic leadership |
| Wharton Undergraduate Executive Board | Member | Academic | Ongoing | Advisory to Wharton UG program |
| Penn Medicine | Trustee | Academic/Health System | Ongoing | Institutional governance |
Board Governance
- Independence: Board determined Mr. Kazam is non‑independent due to the Company’s previous contractual relationship with Two River within the past three years; Two River consulting agreement terminated Dec 31, 2023 .
- Committee assignments: Member, International & Business Development Oversight Committee (IBD) (committee is not required under Nasdaq rules); not on Audit, Compensation, Nominating & Corporate Governance, or R&D Committees .
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Board structure and leadership context: Lead Independent Director is Dr. Franz Humer; independent directors hold regular executive sessions led by the LID .
- Classified board: Board remains classified; the Nominating & Corporate Governance Committee is reviewing potential sunset; stakeholder preferences noted .
Fixed Compensation
| Component (2024) | Policy Detail | Mr. Kazam – 2024 Amount |
|---|---|---|
| Annual Cash Retainer | $40,000 per non‑employee director | $54,000 (includes base plus IBD per‑meeting fees) |
| Committee Membership Fees | Audit $12,500; Compensation $7,500; Nominating $5,000; R&D $10,000; no standing retainer for IBD; IBD: $3,500 per meeting (members) | IBD member per‑meeting fees included in total above |
| Meeting Fees (IBD) | $3,500 per IBD meeting for non‑chair members | Included in $54,000 |
Performance Compensation
| Component (2024) | Design | Mr. Kazam – 2024 |
|---|---|---|
| Annual Equity | Director may elect options and/or RSUs; total grant‑date value $300,000; annual grants made on annual meeting date; options vest monthly over 12 months; RSUs vest semi‑annually over 1 year; full acceleration upon change of control | Option awards (no RSUs); grant‑date value $298,650 |
| Initial Equity (new directors) | Grant‑date value $600,000 (reduced from $850,000 in 2023); mix selectable; options vest monthly over 36 months; RSUs vest semi‑annually over 3 years | N/A (not a new director in 2024) |
| 2025 Update | Added share caps to director equity grants at the same grant‑date values; caps vary by option/RSU mix selected | Policy applies prospectively |
Compensation structure signals: In March 2024, Allogene reduced director equity values to the 50th percentile of peers (initial from $850k to $600k; annual from $425k to $300k); in March/April 2025, it added share‑number caps while maintaining grant‑date values .
Other Directorships & Interlocks
| Entity | Type | Role & Dates | Interlock/Notes |
|---|---|---|---|
| Kronos Bio, Inc. | Public | Director, since Jun 2017 | External public board |
| Vida Ventures | Private | Co‑Founder; Director | Vida‑affiliated entities (Vida Ventures LLC; Vida III funds) hold ALLO shares; VV Manager LLC (managed by Dr. Belldegrun as Senior Managing Director) manages these vehicles |
| Vida Ventures (Scientific Advisory Board – Dr. Mayo) | Private | Dr. Stephen Mayo (ALLO director) on Vida SAB | Network link on Board via Vida |
| Multiple SPACs (see Past Roles) | Public (historical) | Director (various end dates) | Capital markets network |
Expertise & Qualifications
- Skills matrix shows Mr. Kazam brings Biopharmaceutical Industry, Financial/Audit & Risk, Strategic Planning, Business Development & Strategic Transactions, Governance/Compliance, M&A, Executive Leadership, Capital Markets, and Investor Relations expertise to the Board .
- The Board cites his life sciences and venture capital experience and educational background as key qualifications .
Equity Ownership
| As of March 31, 2025 | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 594,344 shares; <1% of outstanding | “<1%” per Security Ownership table |
| Breakdown | 303,063 shares held directly; 291,281 shares issuable upon exercise of options (within 60 days) | Options figure reflects exercisable within 60 days |
| Director Ownership Guidelines | Non‑employee directors: 5× annual retainer; all directors currently in compliance | Counts common stock and up to 50% of vested in‑the‑money options; excludes unvested awards |
| Hedging/Pledging | Hedging and pledging are prohibited for directors | Policy filed with 2024 10‑K |
Related Party & Conflicts
- Two River consulting arrangement: Allogene paid Two River $0.7 million (2022) and $0.3 million (2023); the agreement was terminated effective December 31, 2023; Mr. Kazam is a partner at Two River; this was the basis for his non‑independent status as of 2025 .
- Vida Ventures connections: Vida‑affiliated entities (managed by VV Manager LLC) beneficially own ALLO shares; Dr. Arie Belldegrun (ALLO Executive Chair) is a Senior Managing Director of VV Manager LLC; Mr. Kazam is a co‑founder and Director of Vida Ventures, creating network interlocks (not flagged as a related‑party transaction by ALLO) .
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned (Cash) | 54,000 |
| Stock Awards (RSUs) | — |
| Option Awards | 298,650 |
| All Other Compensation | — |
| Total | 366,650 |
Note: Director policy reduced equity grant values in 2024 and added 2025 share caps; IBD committee members receive $3,500 per meeting (non‑chair) .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay support improved from below 70% in 2023 to approximately 87% in 2024 following changes to compensation structure and enhanced disclosure; further actions included freezing 2025 base salaries and reducing director equity for a second year and adding share caps .
Compliance, Attendance, and Insider Reporting
- Attendance: All directors met at least the 75% threshold in 2024; Board held six meetings .
- Section 16(a): The proxy discloses late Form 4 filings for several executives in 2024 but does not list Mr. Kazam among those with delinquencies .
Governance Assessment
- Red flags and mitigants:
- Non‑independent status (Three‑year lookback on Two River consulting) limits committee eligibility; he serves only on the non‑Nasdaq‑mandated IBD committee .
- Related‑party history: Two River fees (2022–2023) raise prior conflict exposure; the agreement was terminated Dec 31, 2023, which reduces ongoing conflict risk but sustains non‑independence through the lookback period .
- Network interlocks: Co‑founder/Director of Vida Ventures while Vida‑affiliated entities hold ALLO shares; also cross‑link via Dr. Mayo’s Vida SAB role; not identified as a related‑party transaction but may influence perceptions of alignment and information flow .
- Alignment: Owns 594,344 shares (<1%); meets director stock ownership guidelines (5× retainer); hedging/pledging prohibited, supporting alignment with shareholders .
- Compensation structure: Option‑heavy director equity and reduced grant values to peer‑median (with 2025 share caps) show responsiveness to investor feedback and maintain at‑risk pay, which supports alignment; however, single‑trigger equity acceleration upon change‑of‑control for directors is an investor‑sensitive term .
- Board process/quality: Independent LID, regular executive sessions, committee independence, robust self‑assessment with third‑party facilitation, and strengthened disclosure indicate governance process quality .