Vicki Sato
About Vicki Sato
Vicki Sato, Ph.D., age 76, has served as an independent director of Allogene Therapeutics since July 2021. She is a former President of Vertex Pharmaceuticals (previously Chief Scientific Officer and SVP R&D), former Vice President of Research at Biogen, and has held academic posts at Harvard Business School (Professor of Management Practice, 2006–2017) and Harvard University (Professor in Molecular & Cell Biology, 2005–2015). Her education includes an A.B. in Biology from Radcliffe College and an A.M. and Ph.D. in Biology from Harvard University, with postdoctoral work at UC Berkeley and Stanford Medical Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals | President; earlier CSO and SVP R&D | Joined 1992; President prior to HBS/Harvard roles | Led R&D and corporate growth at a leading biotech |
| Biogen Inc. | Vice President of Research | Not disclosed | Senior R&D leadership at large-cap biotech |
| Harvard Business School | Professor of Management Practice | 2006–2017 | Business-of-biotech governance and leadership training |
| Harvard University (Dept. of MCB) | Professor | 2005–2015 | Academic leadership in molecular and cell biology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Denali Therapeutics, Inc. | Director | Current | Public biotech board service |
| Vir Biotechnology, Inc. | Director | Current | Public biotech board service |
| Encoded Therapeutics, Inc. | Director | Current | Private gene therapy board |
| Aera Therapeutics, Inc. | Director | Current | Private gene therapy board |
| ARCH Venture Partners | Venture Partner | Current | Life sciences VC role |
| ClavysBio Pte Ltd | Venture Partner | Current | Life sciences VC role |
| Bristol-Myers Squibb Company | Director | 2006–2021 | Large-cap pharma board tenure |
| BorgWarner Inc. | Director | 2014–2021 | Industrial/auto components board |
| Akouos, Inc. | Director | 2020–2022 | Prior public biotech role |
Board Governance
- Committee assignments: International and Business Development Oversight Committee (member) and Research & Development Committee (member). Chairs: Franz Humer chairs International & Business Development Oversight; Owen Witte chairs R&D .
- Independence: Board determined Sato is independent (all directors are independent except Belldegrun, Chang, and Kazam) .
- Attendance: The Board met 6 times in 2024; each current Board member attended at least 75% of Board and committee meetings held during their service. All directors attended the 2024 Annual Meeting of Stockholders .
- Engagement and executive sessions: Independent directors meet at least twice per year in executive session; Lead Independent Director (Franz Humer) presides .
Fixed Compensation
| Component | Amount / Policy | 2024 Actual for Sato |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 policy | Included in fees earned |
| Committee member retainers | Audit: $12,500; Compensation: $7,500; Nominating: $5,000; R&D: $10,000 | R&D member retainer applicable |
| International & Business Development Oversight Committee meeting fees | $3,500 per meeting for each member other than chair | Applicable; committee met 3 times in 2024 |
| Committee chair retainers (for context; Sato is not a chair) | IBDO Chair: $100,000 (reduced to $50,000 in 2025); Audit Chair: $25,000; Compensation Chair: $15,000; Nominating Chair: $10,000; R&D Chair: $20,000 | N/A |
| 2024 total fees earned (cash) | — | $58,000 |
Notes:
- Director expenses for travel/lodging reimbursed; applies to non-employee directors .
- In March 2024, Board reduced initial and annual director equity grant values to 50th percentile peers; March/April 2025 added share caps to equity grants .
Performance Compensation
| Equity Component | 2024 Grant Value | Vesting Terms |
|---|---|---|
| RSUs | $149,999 (grant date fair value) | Annual director RSUs vest semi-annually over one year; initial RSUs vest semi-annually over three years |
| Stock Options | $149,325 (grant date fair value) | Annual director options vest in 12 equal monthly installments over one year; initial options vest in 36 equal monthly installments |
Additional equity program context:
- 2025 director equity share limits (caps) by election: New Director grant caps—100% RSUs: 190,700; 50/50: 239,700; 100% Options: 288,700. Annual director grant caps—100% RSUs: 95,400; 50/50: 119,900; 100% Options: 144,400 .
- As of Dec 31, 2024, Sato held 30,738 RSUs outstanding and 188,992 options outstanding (aggregate counts across awards) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Denali Therapeutics; Vir Biotechnology | None disclosed with ALLO as related party | No related-party transactions reported involving Sato; Board has formal process to review conflicts via Nominating & Corporate Governance Committee . |
| ARCH Venture Partners; ClavysBio Pte Ltd | VC roles | No ALLO related-party transactions disclosed with these entities . |
- Related party transactions disclosed by ALLO involve Bellco (Executive Chair compensation/sublease) and Two River (consulting, terminated in 2023), not Sato .
Expertise & Qualifications
- Deep life sciences R&D and leadership: Vertex President; Biogen VP Research; extensive scientific and operating experience .
- Academic credentials and governance literacy: senior academic roles at Harvard; Ph.D. in Biology; postdoctoral training at leading institutions .
- Public company board experience across biotech and diversified industries (BMS, BorgWarner) .
- Board’s skill matrix highlights scientific research & drug development, strategic planning, global operations, governance/compliance and business development capabilities across directors; Sato is recognized for life sciences expertise .
Equity Ownership
| Metric | As of Date | Amount |
|---|---|---|
| Total beneficial ownership (shares) | March 31, 2025 | 312,868 total; 131,837 shares held directly; 181,031 shares via options exercisable within 60 days . |
| Ownership % of shares outstanding | March 31, 2025 | <1% (represents beneficial ownership of less than 1%) . |
| RSUs outstanding | Dec 31, 2024 | 30,738 RSUs outstanding . |
| Options outstanding | Dec 31, 2024 | 188,992 options outstanding . |
| Hedging/pledging status | Policy | Hedging and pledging of company stock are prohibited for directors . |
| Stock ownership guidelines | Policy | Non-employee directors must hold 5x annual retainer; all directors are currently in compliance . |
Governance Assessment
- Independence and committee effectiveness: Sato is independent and sits on two strategically important committees—International & Business Development Oversight (3 meetings in 2024) and R&D (1 meeting in 2024), aligning with her scientific and strategic background. Governance structures include executive sessions led by a Lead Independent Director and annual Board/committee self-evaluations .
- Attendance and engagement: Board met 6 times; all directors met the ≥75% attendance threshold, and all attended the 2024 Annual Meeting—supporting active oversight .
- Pay alignment: Director compensation was reduced to peer median in 2024 and subject to share caps in 2025, with Sato’s 2024 mix balanced between cash ($58,000) and equity ($299,324 total equity grant-date value), supporting alignment without performance-based PSUs for directors. ALLO prohibits hedging/pledging and maintains stock ownership guidelines with compliance across directors .
- Conflicts and related-party exposure: No related-party transactions are disclosed involving Sato. The company’s related-party transactions framework routes review to the Audit Committee or other independent board bodies, and the Nominating & Corporate Governance Committee evaluates director independence and conflicts annually .
- Broader governance context: ALLO maintains a classified board (reviewed annually), strengthened independent oversight via a Lead Independent Director, adopted Corporate Governance Guidelines (Sept 2024), and enhanced shareholder engagement and disclosure—supportive of investor confidence though declassification remains a topic in engagement .
RED FLAGS
- None disclosed for Sato specifically: no Section 16 delinquency reported for her, no hedging/pledging, no loans, no related-party transactions tied to her, and director attendance threshold met .
Notes on Director Compensation Policy (Context)
- 2024 policy components: annual cash retainer ($40,000), committee member retainers (Audit $12,500; Compensation $7,500; Nominating $5,000; R&D $10,000), meeting fees (IBDO member $3,500 per meeting), and annual/initial equity grant structures reduced to peer median (annual $300,000; initial $600,000 grant-date values; director-selected mix of RSUs/options) .
- 2025 update: Share caps added to limit director equity grant share counts by mix; Lead Independent Director annual cash retainer added ($30,000). IBDO Chair retainer reduced to $50,000 .