Stephen Mayo
About Stephen Mayo
Stephen Mayo, Ph.D., is an independent director of Allogene Therapeutics (ALLO) serving since July 2022; he is 63 years old and brings deep scientific and governance credentials from academia and public company boards . He is the Bren Professor of Biology and Chemistry and Merkin Institute Professor at Caltech, elected to the National Academy of Sciences in 2004 for pioneering protein design, with prior leadership roles including Caltech Vice Provost (2007–2010) and Chair of the Division of Biology and Biological Engineering (2010–2020) . His education includes a B.S. in Chemistry from Penn State and a Ph.D. in Chemistry from Caltech, with postdoctoral work at UC Berkeley and Stanford School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caltech | Bren Professor of Biology & Chemistry; Merkin Institute Professor | 1992–present | Vice Provost for Research (2007–2010) ; Chair, Division of Biology and Biological Engineering (2010–2020) |
| Howard Hughes Medical Institute | Investigator | 1994–2007 | Advanced protein design research |
| National Science Board (NSF) | Presidential appointee | 2013–2018 | Governance of national science policy |
| American Association for the Advancement of Science | Elected Board Member | 2010–2014 | Scientific community oversight |
External Roles
| Organization | Role | Since | Committees/Focus |
|---|---|---|---|
| Sarepta Therapeutics, Inc. | Director | 2021 | Research & Development; Audit |
| Merck & Co., Inc. | Director | 2021 | Audit; Research |
| Vida Ventures | Scientific Advisory Board member | N/A | Scientific/strategic advisory |
| Xencor, Inc. | Co‑founder | N/A | Antibody engineering (public company) |
| Molecular Simulations (now Biovia) | Co‑founder | N/A | Computational tools |
| Protabit LLC | Co‑founder | N/A | Protein design |
Board Governance
- Independence: Mayo is an independent director; the Board affirms independence for all directors except the Executive Chair (Belldegrun), CEO (Chang), and Kazam. Audit and Compensation/Nominating committee members meet enhanced SEC/Nasdaq independence standards .
- Committees: Audit (member; chair is Deborah Messemer) and Research & Development (member; chair is Owen Witte) .
- Attendance: Board met 6 times in 2024; each current director attended at least 75% of Board and committee meetings for which they served .
- Board leadership: Lead Independent Director (Franz Humer) presides over executive sessions; independent directors meet at least twice per year without management .
- Classified board: Directors serve staggered three‑year terms; Mayo is a Class III director continuing through the 2027 Annual Meeting .
- Governance enhancements: Corporate Governance Guidelines adopted in Sept. 2024; director resignation policy for plurality elections; expanded board evaluations; active shareholder engagement .
Fixed Compensation
| Component | Policy (Non‑Employee Director) | 2024 Actual – Mayo |
|---|---|---|
| Annual cash retainer | $40,000 | $47,500 fees earned |
| Audit Committee member | $12,500 | Included in fees (member) |
| Research & Development Committee member | $10,000 | Included in fees (member) |
| Committee chair fees | Not applicable (Messemer/Witte are chairs) | $0 |
| Meeting fees (select committees) | R&D: $5,000 per annual SAB meeting; IBDOC: $3,500 per meeting | Not separately disclosed |
Notes: In March/April 2025, Board added a $30,000 cash retainer for the Lead Independent Director and reduced IBDOC chair retainer; not applicable to Mayo .
Performance Compensation
| Equity Element | 2024 Grant/Outstanding | Vesting/Structure |
|---|---|---|
| Option awards (grant‑date fair value) | $298,650 | Annual director option grants vest in 12 equal monthly installments over one year |
| RSU awards (grant‑date fair value) | $0 | Annual director RSUs vest semi‑annually over one year (if elected) |
| Options outstanding (total shares) | 361,689 | Per director equity outstanding disclosure |
| RSUs outstanding (total shares) | 11,776 | Per director equity outstanding disclosure |
- Mix and policy: Directors may elect initial and annual grants in options and/or RSUs within policy share caps; share limits added in April 2025 (not retroactive to 2024) .
- Cash/equity mix signal (2024, Mayo): ~$47.5k cash vs ~$298.7k equity indicates an equity‑heavy structure aligning directors with shareholders .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Note |
|---|---|---|
| Sarepta Therapeutics | Public company director; R&D and Audit committees | Governance and R&D oversight experience |
| Merck & Co. | Public company director; Audit and Research committees | Large‑cap pharma governance perspective |
| Vida Ventures | Scientific Advisory Board member | Vida Ventures affiliates hold ALLO shares via entities linked to Executive Chair; Board affirms independence; related‑party transactions are reviewed by Audit Committee |
No related‑person transactions involving Mayo were disclosed in the “Transactions with Related Persons” section –.
Expertise & Qualifications
- Pioneering protein design scientist; National Academy of Sciences (2004) .
- Deep academic leadership and governance experience (Caltech Vice Provost and Division Chair) .
- Board‑level audit and R&D oversight experience at Sarepta and Merck .
- Entrepreneurial and computational biology expertise (co‑founder of Biovia, Xencor, Protabit) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 359,320; less than 1% |
| Direct shares held | 13,552 |
| Options exercisable within 60 days | 345,768 (includes 3,027 unvested but exercisable) |
| RSUs outstanding | 11,776 |
| Hedging/pledging status | Company policy prohibits hedging and pledging of ALLO stock |
| Ownership guideline | Directors: 5x annual retainer; all directors currently in compliance |
Insider reporting: The Delinquent Section 16(a) disclosure lists late filings for certain officers; Mayo was not listed .
Governance Assessment
- Board effectiveness: Mayo’s independent status and dual committee service (Audit; R&D) support strong oversight across financial reporting and scientific strategy .
- Attendance/engagement: Board met six times; all directors met at least 75% attendance; Audit met five times; R&D met once—indicating regular engagement in relevant committees .
- Alignment: Mayo’s compensation is predominantly equity‑based (2024: ~$299k options vs ~$48k cash), consistent with shareholder alignment and policy guidelines; hedging/pledging prohibitions and ownership requirements reinforce alignment .
- Independence and conflicts: Board determined Mayo meets SEC/Nasdaq independence standards; related‑party transactions are overseen by the Audit Committee; no transactions involving Mayo disclosed –.
- Shareholder signals: Company responsiveness on compensation/governance, with say‑on‑pay approval improving to ~87% in 2024, adoption of Corporate Governance Guidelines, and addition of performance‑based PSUs in 2025 executive equity mix—not director‑specific but supportive of investor confidence .
RED FLAGS: None disclosed for Mayo (no related‑party transactions, no delinquent Section 16 filings, hedging/pledging prohibited) – . Potential network interlock via Vida Ventures (SAB) is mitigated by Board independence determinations and committee oversight of related‑party transactions .