Owen Witte
About Owen Witte
Owen Witte, M.D., age 75, has served on Allogene’s Board since April 2018. He is a University Professor at UCLA, the UCLA David Saxon Presidential Chair in Developmental Immunology, and former director of UCLA’s Broad Center of Regenerative Medicine and Stem Cell Research; he is a member of the National Academy of Sciences, American Academy of Arts and Sciences, and National Academy of Medicine. Dr. Witte holds a B.A. from Cornell, an M.D. from Stanford, and completed postdoctoral research at MIT; he previously served on Kite Pharma’s board (Mar–Oct 2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCLA | University Professor; David Saxon Presidential Chair; former Director, Broad Center of Regenerative Medicine | 1980–present | Scientific leadership; oversight of research programs |
| President’s Cancer Panel | Appointee | Not disclosed | National policy/advisory impact |
| American Association for Cancer Research (AACR) | Director (prior) | Not disclosed | Scientific governance |
| Kite Pharma | Director | Mar 2017–Oct 2017 | Board service pre-acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various editorial/advisory boards | Member | Not disclosed | Scientific advisory capacity |
Board Governance
- Independence: The Board identifies Dr. Witte as an independent director (✓) under Nasdaq rules; he chairs two committees (see below). In 2024, a proxy advisor had flagged prior Scientific Advisory Board services, but he stepped down in Sep 2023; the Board affirmed his independence thereafter .
- Attendance: The Board met six times in 2024; each current director attended at least 75% of Board and relevant committee meetings .
- Committee assignments: Witte chairs Nominating & Corporate Governance and Research & Development committees; both committees’ membership is independent per Nasdaq standards .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair; members: Deborah Messemer, Todd Sisitsky, Owen Witte | 4 | Oversees board composition, independence assessments, conflicts review, ESG oversight |
| Research & Development | Chair; members: Stephen Mayo, Vicki Sato, Owen Witte | 1 | Reviews R&D programs, trends in science/technology, resource allocation advice |
| Other committees | Not a member | — | Audit, Compensation, International & BD Oversight memberships per matrix; Witte not listed as member |
- Lead Independent Director context: Franz Humer serves as LID, strengthening independent oversight alongside committee chairs (not Witte) .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs, $) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $65,000 | — | $298,650 | — | $363,650 |
- Non-employee director cash policy (2024): Annual cash retainer $40,000; committee member retainers: Audit $12,500, Compensation $7,500, Nominating & Corporate Governance $5,000, R&D $10,000; committee chair retainers: International & BD Oversight $100,000, Audit $25,000, Compensation $15,000, Nominating & Corporate Governance $10,000, R&D $20,000; additional $3,500 per meeting for non-chair International & BD members; $5,000 per annual Scientific Advisory Board meeting for R&D committee members .
Performance Compensation
| Element | Grant Value | Vesting | Change-of-Control | Notes |
|---|---|---|---|---|
| Initial equity grant (new directors, 2024 policy) | $600,000 aggregate (options/RSUs mix at director’s choice) | Options: 36 equal monthly installments; RSUs: semi-annually over 3 years | Full vesting for options/RSUs upon CoC under EIP | 2024 values reduced from 2023 ($850k) |
| Annual equity grant (2024 policy) | $300,000 aggregate (options/RSUs mix) | Options: 12 equal monthly installments; RSUs: semi-annually over 1 year | Full vesting upon CoC | 2024 values reduced from 2023 ($425k) |
| 2025 policy amendment | Added share limitations caps (quantity limits) | — | — | Directors granted equity at noted values subject to share caps |
- Structural signals: Director equity grant values were reduced to the 50th percentile of peer data in 2024; 2025 added share caps, tightening dilution and perceived pay magnitude .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Witte .
- Prior public company boards: Kite Pharma (Mar–Oct 2017) .
- Noted affiliations: AACR board (prior), President’s Cancer Panel, multiple editorial/advisory boards (non-corporate) .
- Board interlocks with potential counterparties: None disclosed for Witte; broader related-party consulting involves Bellco (Executive Chair) and Two River (Kazam), not Witte .
Expertise & Qualifications
- The Board skill matrix highlights scientific research/drug development, governance/compliance, technology & innovation among relevant skills; Witte’s biography emphasizes top-tier scientific credentials and national advisory roles, aligning with R&D oversight and governance .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Owen Witte, M.D. | 557,568 | <1% | 292,832 shares held directly; 264,736 options exercisable within 60 days of 3/31/2025 |
| Options outstanding (all awards) | 280,657 as of 12/31/2024 | — | Aggregate shares under option awards (not all within 60 days) |
- Ownership guidelines: Non-employee directors must hold stock valued at 5x annual retainer; as of 2025, all directors are in compliance (counts common stock and up to 50% of vested in-the-money options; excludes unvested RSUs/PSUs/options) .
- Hedging/pledging: Prohibited for directors under the Insider Trading Policy .
Governance Assessment
-
Strengths
- Dual committee chair roles (Nominating & Corporate Governance; Research & Development) indicate high engagement and board influence; both committees met and operate under robust charters .
- Independent status affirmed; stepped off Scientific Advisory Board in Sep 2023, resolving prior advisor independence concern .
- Attendance threshold met; Board and committee participation ≥75% in 2024 .
- Ownership alignment: Meets stock ownership guidelines; meaningful option exposure; no hedging/pledging .
- Pay discipline: Director equity grant values reduced to peer median and 2025 share caps added; signals responsiveness to investor feedback on compensation .
-
Potential red flags (monitor)
- Prior Scientific Advisory Board compensation ($35,000 in 2023) created a temporary independence optics issue; resolved by stepping down; continue monitoring for any advisory/consulting re-engagements .
- Classified board structure persists; mitigants include LID, resignation policy, enhanced evaluations; still a governance preference risk for some investors .
Fixed Compensation (Policy Detail)
| Cash Component | Amount |
|---|---|
| Annual Board retainer | $40,000 |
| Committee member retainer – Audit | $12,500 |
| Committee member retainer – Compensation | $7,500 |
| Committee member retainer – Nominating & Corporate Governance | $5,000 |
| Committee member retainer – Research & Development | $10,000 |
| Committee chair retainer – International & BD Oversight | $100,000 |
| Committee chair retainer – Audit | $25,000 |
| Committee chair retainer – Compensation | $15,000 |
| Committee chair retainer – Nominating & Corporate Governance | $10,000 |
| Committee chair retainer – Research & Development | $20,000 |
| Additional per-meeting fee – International & BD (non-chair) | $3,500 |
| SAB attendance fee (for R&D members) | $5,000 per annual SAB meeting |
Performance Compensation (Equity Terms)
| Grant Type | Aggregate Grant-Date Value | Vesting Schedule | CoC Treatment | Director Choice |
|---|---|---|---|---|
| Initial grant (new director) | $600,000 | Options: monthly over 36 months; RSUs: semi-annually over 3 years | Full acceleration | Mix between options/RSUs designated at grant |
| Annual grant | $300,000 | Options: monthly over 12 months; RSUs: semi-annually over 1 year | Full acceleration | Mix between options/RSUs designated at grant |
| 2025 amendment | Share caps added | — | — | Caps vary by selected options/RSU mix |
Related-Party Transactions & Conflicts
- No related-party transactions disclosed involving Owen Witte. Company-level consulting arrangements involve Bellco (Executive Chair) and Two River (Kazam); none attributed to Witte .
- Section 16(a) compliance: Company disclosed late Form 4s for other insiders in 2024; no late filings noted for Witte in 2023 or 2024 .
Other Directorships & Interlocks
| Company/Entity | Role | Period | Notes |
|---|---|---|---|
| Kite Pharma | Director | Mar–Oct 2017 | Prior public company directorship |
| AACR | Director (prior) | Not disclosed | Non-profit scientific governance |
Expertise & Qualifications
- Academic/scientific credentials: University Professor; national academies memberships; significant scientific advisory experience .
- Board skill matrix underscores governance/compliance and scientific research capabilities across directors, consistent with Witte’s committee leadership .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial shares | 557,568 total; <1% of outstanding as of 3/31/2025 |
| Direct vs. options | 292,832 direct; 264,736 options exercisable within 60 days |
| Options outstanding | 280,657 options held as of 12/31/2024 (not all within 60 days) |
| Ownership guideline | 5× annual retainer for directors; all directors in compliance as of 2025 |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
- Overall, Witte exhibits strong independence, high engagement through dual committee chairmanships, and alignment via ownership and equity-heavy director pay. Reduction of director equity values and addition of share caps signal responsive governance to investor feedback. Prior SAB compensation created a temporary independence concern but was resolved; no related-party transactions with Witte disclosed. Maintain monitoring of committee outputs (ESG, conflicts vetting) and continued compliance with ownership/insider policies .