Zachary Roberts
Executive Vice President, Research and Development and Chief Medical Officer at Allogene Therapeutics
Executive
About Zachary Roberts
Zachary Roberts, M.D., Ph.D., 47, is Chief Medical Officer (since April 2023) and Executive Vice President, Research & Development (since January 2023) at Allogene Therapeutics (ALLO). He trained in internal medicine and hematology/oncology at Massachusetts General Hospital and Dana-Farber Cancer Institute, holds a B.S. in microbiology and immunology from the University of Maryland, College Park, and both an M.D. and Ph.D. in immunology from the University of Maryland, Baltimore . Company pay-versus-performance disclosures indicate ALLO’s cumulative TSR benchmark was $14.28 for a $100 investment in 2024 (vs. $21.51 in 2023 and $42.16 in 2022), consistent with clinical-stage loss-making metrics and compensation not tied to GAAP net income; executive pay is designed to align with long-term milestones rather than near-term profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Instil Bio | Chief Medical Officer | Mar 2020 – Nov 2022 | Led clinical programs pre-joining ALLO; CMO experience at a cell therapy peer |
| Kite Pharma (Gilead) | Various roles; VP Clinical Development (final role) | ~2015–2019 (VP Feb 2018–May 2019) | Clinical development leadership at a pioneer in CAR-T; operational exposure to commercialization preparation |
| Amgen | Clinical Research Medical Director, Oncology (final role) | Jan 2015 – Jul 2015 | Early development and oncology clinical research experience in large-cap biotech |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Annual Cash Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 530,207 | 45% | 167,015 (70% of target) | 17,525 (401(k) contributions) |
| 2023 | 522,813 | 45% | 134,727 | 16,850 (401(k) contributions) |
Notes:
- Base salary increased from $525,000 at hire (Jan 2023) to $530,207 in 2024; target cash incentive remained 45% of base .
- 2024 payout was set at 70% of target after company goals were assessed at 70% achievement .
Performance Compensation
2024 Annual Cash Incentive Program (Company Goals)
| Goal Category | Core Goal | Core Weight | Stretch Goal(s) | Stretch Weight | Achieved | Payout Basis |
|---|---|---|---|---|---|---|
| Cema-cel 1L Consolidation (ALPHA 3) | Initiate ALPHA 3 trial | 20% | Enrollment targets (x/2x/3x) | 20% | Core achieved (✓) | Company-level payout 70% of target |
| Cema-cel CLL | Complete Phase 1 enrollment | 10% | Transition to Phase 2 | 10% | Core achieved (✓) | Company-level payout 70% of target |
| Product Manufacturing | Establish CF1 comparability; Incorporate AutoFill; ALLO-329 GMP run | 10% (2.5%+2.5%+5%) | ALLO-329 GMP run in 3Q | 5% | Core achieved (✓) | Company-level payout 70% of target |
| Advance Pipeline | Go/No-Go ALLO-316 RCC | 5% | — | — | Core achieved (✓) | Company-level payout 70% of target |
| Company Operations | Improve financial strength; Maintain staff engagement | 15% (10%+5%) | Improve financial strength (stretch); Partner an asset(s); Resolve Servier collaboration | 30% total | Core achieved (✓) | Company-level payout 70% of target |
- 2024 annual cash incentive for Roberts: $167,015 (reflects 70% achievement) .
- Some clinical enrollment dollar targets remain confidential; program pays 100% at core goal achievement, up to 165% with stretch .
PSUs – Performance Terms (Roberts)
| Grant Date | Shares (Target) | Metric | Vesting Terms |
|---|---|---|---|
| 3/22/2023 | 148,035 | Stock price/FDA approval combo | 33% vests if 30-day VWAP ≥ $18.00 before Jan 3, 2025; 67% vests upon first FDA approval before Jan 3, 2028 |
| 3/22/2023 | 76,336 | Cema-cel regulatory milestones | Two equal installments: BLA filing and FDA approval of cema-cel; payout scaled 125%/100%/50% if achieved by end-2025/2026/after 2026; unvested portion expires after five years |
- No PSUs were granted in 2024; ALLO reintroduced PSUs for 2025 annual equity awards at 20% of value with ALLO-329 autoimmune milestones; options 50%, RSUs 30% .
Equity Ownership & Alignment
Beneficial Ownership
| As of Date | Beneficial Shares | % Outstanding | Breakdown |
|---|---|---|---|
| Mar 31, 2025 | 1,194,892 | <1% | 101,900 shares held directly; 1,092,992 shares issuable upon exercise of options, 363,757 unvested but exercisable within 60 days |
| Mar 31, 2024 | 911,302 | <1% | 38,287 shares held directly; 873,015 shares issuable upon exercise of options, 582,011 unvested but exercisable within 60 days |
- Stock ownership guidelines: other executive officers must hold stock equal to 1x base salary; all NEOs and directors currently in compliance .
- Hedging and pledging of company stock are prohibited under insider trading policy .
Outstanding Equity Awards (Dec 31, 2024)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Options | 1/20/2023 | 873,015 | — | 6.55 | 1/20/2033 | New-hire; 1/4 at first anniversary then monthly |
| Stock Options | 1/25/2024 | — | 494,949 | 3.20 | 1/25/2034 | Annual grant; 1/3 at first anniversary then monthly |
| RSUs | Various (2023, 2024) | — | 328,931 not vested (188,931 + 140,000) | — | — | 2024 RSUs vest 1/3 annually over 3 years; 2023 RSUs vest 25% annually over 4 years |
| PSUs | 3/22/2023 | — | 224,371 unearned (76,336 + 148,035) | — | — | Milestone-based vesting; terms above |
Equity Grants – 2023 and 2024
| Year | Options (Shares) | RSUs (Shares) | PSUs (Shares) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 | 494,949 | 140,000 | — | Options: 1/3 at 1st anniversary then monthly; RSUs: 1/3 annually over 3 years | 1,058,010 (options) ; 448,000 (RSUs) ; 1,506,010 aggregate |
| 2023 | 873,015 | 251,908 | 95,418 + 95,418 + 148,035 | Options: 1/4 at 1st anniversary then monthly; RSUs: 25% annually over 4 years; PSUs: milestones/time-scaled vesting | 3,850,445 (options) ; 3,533,710 (stock awards including RSUs/PSUs) |
Employment Terms
| Item | Term |
|---|---|
| Employment Letter | Executed Jan 2023; at-will; initial base salary $525,000; target performance cash incentive 45% of base |
| 2024 Salary | Increased to $530,207; current salary |
| Sign-on | $75,000 sign-on advance, earned after one year continuous employment |
| New-Hire Equity | Option to purchase 873,015 shares; RSU 251,908 shares; PSUs 190,836 shares; options vest 25% at 1-year then monthly; RSUs annual over four years; PSUs settle within five years subject to performance |
| Annual Grant Timing Policy | Annual refresh typically late January; grants not timed around MNPI; Item 402(x)(2) disclosure shows Roberts 1/25/2024 option grant of 494,949 shares at $3.20, fair value $1,058,010; 5.4% stock price change around MNPI disclosure window |
| Severance (No CIC) | 12 months cash severance; health premium continuation during severance period; subject to release |
| Severance (Double-Trigger CIC) | 18 months cash severance; 150% of annual target cash incentive; full acceleration of outstanding equity awards; health premium continuation; double-trigger required |
| Clawback | Board-adopted Nov 2023; recoups excess incentive compensation tied to financial reporting measures after restatements, per Rule 10D-1/Nasdaq 5608; Feb 2024 restatement led to no recoupment as no incentive comp was based on financial reporting measures post Oct 2, 2023 |
| Ownership Guidelines | 1x base salary for other executive officers; compliance monitored annually; all NEOs/directors currently in compliance |
| Hedging/Pledging | Prohibited: short sales, options, hedging, pledging or borrowing against company stock |
| Governance Practices | No tax gross-ups (except HSR fee reimbursement), no single-trigger CIC, no option repricing without shareholder approval |
Investment Implications
- Pay-for-performance alignment: Roberts’ cash incentive is formulaically tied to a multi-metric operating scorecard; 2024 payout at 70% of target evidences discipline amidst clinical/manufacturing milestones and capital strength initiatives . Equity mix emphasizes options and RSUs, with PSUs reintroduced in 2025 tied to ALLO-329 autoimmune milestones, directly linking value creation to milestone delivery .
- Vesting cadence and potential supply: Large unexercised 2024 option grant (494,949) begins vesting at the first anniversary and monthly thereafter; RSUs from 2023/2024 vest annually. While insider trading/pledging is prohibited, the monthly vesting cadence can create periodic liquidity windows worth monitoring in Form 4 filings .
- Alignment and retention: Beneficial ownership includes substantial in-the-money/exercisable options; stock ownership guidelines and double-trigger CIC protections reduce flight risk while maintaining shareholder-friendly guardrails (no single-trigger, clawback, no repricing) .
- Performance risk: PSUs hinge on regulatory milestones (BLA filing, FDA approval) and, for some awards, stock price hurdles; failure or delays can zero out PSU value, reinforcing execution risk-weighted compensation . Company TSR benchmarks reflect pre-commercial volatility; compensation philosophy deliberately avoids net income linkage in clinical stage, focusing on milestone-based progress .