Todd Sisitsky
About Todd Sisitsky
Todd Sisitsky (age 53) is an independent director of Allogene Therapeutics (ALLO) who has served since May 2018. He is President of TPG Inc. and Managing Partner of TPG Capital (U.S. and Europe) with deep experience in healthcare private equity; he holds a B.A. from Dartmouth (summa cum laude) and an MBA from Stanford GSB (Arjay Miller Scholar) . He is currently deemed independent by the ALLO board and serves on the Nominating & Corporate Governance Committee; the board met six times in 2024 and each director attended at least 75% of board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allogene Therapeutics (ALLO) | Director (Class II) | May 2018–present; term runs to 2026 | Member, Nominating & Corporate Governance Committee |
| TPG Inc. (Nasdaq: TPG) | President; Board member | Since inception (President); current | Leads firm-wide management committee; co-leads healthcare investing |
| TPG Capital (U.S./Europe) | Managing Partner | 2015–present | Co-leads healthcare services/pharma/medical devices investing |
| Forstmann Little & Co.; Oak Hill Capital | Principal roles (pre-TPG) | Pre-2003 | Prior private equity experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| IQVIA Holdings, Inc. | Director | Public | Large healthcare data/services company |
| TPG Inc. | President; Director | Public | Alternative asset manager; Sisitsky is a senior executive |
| Adare Pharma Solutions LLC; Convey Health Solutions Holdings, Inc.; Confluent Medical Technologies; Exactech, Inc.; Monogram Health | Director | Private | Portfolio company boards (healthcare focus) |
Board Governance
- Independence and leadership: Board determined Sisitsky is independent; independent directors meet in executive session at least twice per year; Lead Independent Director is Dr. Franz Humer .
- Committee assignments: Nominating & Corporate Governance Committee (member; chair is Dr. Owen Witte) .
- Attendance/engagement: Board met six times in 2024; each director attended at least 75% of meetings of the board and committees served .
- Classified board: Sisitsky is a Class II director; Class II terms run to the 2026 annual meeting .
Fixed Compensation
Policy for non-employee directors (2024–2025):
- 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: IBD Oversight $100,000 (reduced to $50,000 in 2025), Audit $25,000, Compensation $15,000, Nominating $10,000, R&D $20,000. Added a $30,000 retainer for Lead Independent Director in 2025. Meeting fees: IBD Oversight $3,500/meeting; Scientific Advisory Board $5,000 per annual meeting .
Individual director cash compensation (reported):
| Year | Fees Earned ($) |
|---|---|
| 2022 | — |
| 2023 | — |
| 2024 | — |
Notes: The proxy shows no fees paid to Mr. Sisitsky in 2022–2024; several directors historically have declined compensation, though the 2025 proxy does not provide a specific footnote for Mr. Sisitsky .
Performance Compensation
Director equity policy (non-employee directors):
- Annual equity grant value: $300,000 (down from $425,000 starting 2024), mix elected by director between stock options (12-month monthly vest) and/or RSUs (semi-annual vest over one year); initial new-director grant: $600,000 (down from $850,000 starting 2024) vesting over 3 years; full vesting upon change in control. 2025 amendment added share caps by chosen mix (e.g., Annual 100% options cap 144,400 shares; 100% RSUs cap 95,400 shares) .
Individual director equity (reported):
| Year | Stock Awards ($) | Option Awards ($) | Total Equity ($) |
|---|---|---|---|
| 2022 | — | — | — |
| 2023 | — | — | — |
| 2024 | — | — | — |
Footnote detail on outstanding director awards shows no RSUs or options listed for Mr. Sisitsky as of 12/31/2024 (others are enumerated), indicating no outstanding director equity was disclosed for him at year-end 2024 .
Other Directorships & Interlocks
- Public boards: TPG Inc.; IQVIA Holdings, Inc. .
- Potential interlocks/conflicts: TPG entities beneficially own 18,716,306 ALLO shares (8.6% as of 3/31/2025) via TPG GP A, LLC-managed funds; Sisitsky is President of TPG Inc. The board nonetheless deems him independent under Nasdaq standards; no related-party transactions involving TPG or IQVIA are disclosed in ALLO’s “Transactions with Related Persons” section -.
Expertise & Qualifications
- Healthcare investing, capital markets, M&A, strategy, and governance; has led numerous healthcare investments (e.g., IQVIA/IMS-Quintiles, Par, Biomet, Surgical Care Affiliates) .
- Education: B.A., Dartmouth (summa cum laude); MBA, Stanford GSB (Arjay Miller Scholar) .
- Board’s skills matrix highlights governance/compliance, capital markets, strategic planning, and business development among the board’s collective strengths (includes Sisitsky) .
Equity Ownership
| As of | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| March 31, 2025 | — (none reported for Mr. Sisitsky) | — | Beneficial ownership table lists no shares for Mr. Sisitsky; TPG GP A, LLC reported 18,716,306 shares (8.6%) . |
Ownership policy and restrictions:
- Stock ownership guidelines: non-employee directors must hold 5x annual cash retainer; committee counts only common shares and up to 50% of vested in-the-money options; company states all directors are currently in compliance .
- Hedging/pledging: prohibited; directors may not hedge or pledge ALLO stock or engage in short sales or derivatives on ALLO securities .
Governance Assessment
-
Strengths and signals:
- Independence and oversight: Sisitsky is designated independent; serves on the Nominating & Corporate Governance Committee; independent directors hold regular executive sessions; LID structure in place .
- Attendance: Board reports at least 75% attendance for each director in 2024, supporting engagement .
- Pay discipline and alignment: Director equity grant values were reduced in 2024 and capped by shares in 2025; LID retainer added; governance guidelines adopted in 2024; say‑on‑pay support improved to ~87% in 2024 following investor outreach - .
- No disclosed related‑party transactions involving Mr. Sisitsky, TPG, or IQVIA; board reviewed independence and related‑party matters -.
-
Potential concerns / monitoring items:
- Alignment: The beneficial ownership table shows no ALLO shares reported for Mr. Sisitsky as of 3/31/2025, while the company states all directors meet ownership guidelines; investors may seek clarity on how compliance is determined in his case (e.g., qualifying holdings or look‑through interests) .
- Influence/affiliation: Sisitsky is President of TPG Inc., and TPG funds are an 8.6% stockholder; while not a related‑party transaction, this is a structural conflict risk to monitor during capital allocation, M&A, and nomination decisions; the board maintains him as independent under Nasdaq rules .
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Board structure: ALLO maintains a classified board; the board defends the structure but commits to annual review and has implemented offsetting governance enhancements; investors with declassification preferences may continue to advocate for a sunset -.
-
RED FLAGS:
- Zero reported personal beneficial ownership despite ownership guidelines (seek clarification on compliance basis) .
- Major shareholder affiliation (TPG) creates inherent perceived conflict risk even with independence designation (monitor processes/recusals) .
Director Compensation (Detail)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| Total ($) | — | — | — |
Policy reference (for all non‑employee directors): annual cash retainer $40,000; committee member/chair fees as listed above; annual equity $300,000 (director‑elected mix) with 2025 share caps; full vesting on change in control -.
Related-Party and Conflicts Review
- Disclosed related‑party arrangements involve Bellco (Executive Chair consulting), Two River (terminated Dec 2023), and Pfizer asset/license arrangements; no Sisitsky‑specific transactions disclosed -.
- Board annually reviews independence and related‑person transactions; Sisitsky serves on Nominating & Corporate Governance, which oversees conflicts questions .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support improved to approximately 87% following changes to pay mix and enhanced disclosure; board reports continued engagement on governance topics (board structure, voting standards, director/exec pay) -.
Policies Relevant to Alignment and Risk
- Stock ownership guidelines (directors: 5x retainer) and annual compliance monitoring; anti‑hedging and anti‑pledging policy; clawback policy adopted under SEC/Nasdaq rules (no recoupment triggered by 2024 restatement) -.