ALLOGENE THERAPEUTICS INC (ALLO)
Sector: Health Care
2026 Annual Meeting Analysis
ALLOGENE THERAPEUTICS INC · Meeting: June 18, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Messemer has served since 2018 and the company's stock has fallen roughly 61% over the past three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) rose roughly 61%, a gap of about 122 percentage points that far exceeds the 30-point threshold required to trigger a no vote, and the five-year record of -93% versus the same benchmark shows this is sustained, not temporary underperformance.
Dr. Sato joined in July 2021, which is more than 24 months before this meeting, so she is not exempt from the performance trigger; during her tenure the stock has declined approximately 61% while the biotech benchmark (XBI — SPDR S&P Biotech ETF) rose approximately 61%, a gap of about 122 percentage points that far exceeds the 30-point policy threshold, and there is no five-year record available to serve as a mitigating offset.
Dr. Witte has served since April 2018 and the company's stock has fallen roughly 61% over the past three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) rose roughly 61%, a gap of about 122 percentage points that far exceeds the 30-point threshold, and the five-year stock return of -93% confirms this is a persistent pattern of underperformance rather than a temporary dip.
For Analysis
All three nominees are voted AGAINST because Allogene's stock has lost roughly 61% over three years while the biotech sector benchmark (XBI — SPDR S&P Biotech ETF) gained roughly 61%, a gap of approximately 122 percentage points that far exceeds the 30-point policy trigger; all three directors have tenures long enough to be held accountable, and the five-year record of -93% confirms sustained, not transient, underperformance.
Say on Pay
✓ FORCEO
David Chang, M.D., Ph.D.
Total Comp
$6,136,093
Prior Support
90.77%%
The CEO received approximately $6.1 million in total compensation for 2025, which is within a reasonable range for a biotech CEO at a company of this market cap and stage, and base salary represented only about 12% of total pay, well below the 40% fixed-pay threshold that would be a concern. Roughly 81.5% of the CEO's pay was in long-term incentives (stock options, restricted stock awards, and performance stock awards), the annual cash bonus was capped at 85% of target based on objectively assessed corporate goals with no discretionary upward adjustments, and prior-year say-on-pay support was approximately 91%, well above the 70% threshold that would require a negative response. The company has a meaningful clawback policy adopted in November 2023 as required by Nasdaq rules, and the pay program structure passes the policy screens independently of the company's poor stock performance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,044,000
Non-Audit Fees
$0
Ernst & Young charged $1,044,000 in audit fees and zero in non-audit fees for fiscal year 2025, so the non-audit ratio is 0% — well below the 50% threshold that would raise independence concerns — and no other disqualifying factors are present.
Overall Assessment
The 2026 Allogene annual meeting ballot contains five proposals; the most significant concern is severe and sustained stock underperformance — the company's shares have lost roughly 61% over three years while the biotech benchmark (XBI — SPDR S&P Biotech ETF) gained roughly 61%, triggering against votes on all three director nominees standing for election. The auditor ratification and say-on-pay proposals both pass policy screens and are voted FOR, while the say-on-pay frequency and authorized share increase proposals are routine matters supportable on their merits.