Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On July 8, 2022, the Board of Directors (the "Board") of Allogene Therapeutics,
Inc. (the "Company"), upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, increased the authorized number of directors
on the Board from eleven to twelve, and appointed Stephen Mayo, Ph.D. as a Class
III director of the Company to fill the newly created vacancy, effective
immediately, with a term of office expiring at the Company's 2024 annual meeting
of stockholders.
Pursuant to the Company's non-employee director compensation policy (the
"Compensation Policy"), (i) Dr. Mayo will receive an annual cash retainer of
$40,000 for service on the Board, and (ii) Dr. Mayo was granted on the date of
his appointment an option to purchase shares of the Company's common stock,
which vests monthly over a three year period, having an aggregate grant date
value of $425,000, and a restricted stock unit award that may be settled for
shares of the Company's common stock, which vests in a series of three
successive equal annual installments, having an aggregate grant date value of
$425,000. The Compensation Policy also provides for automatic annual option
grants to purchase shares of the Company's common stock, which vest monthly over
a one year period, and/or further automatic annual restricted stock unit grants
that may be settled for shares of the Company's common stock, which vest in full
on the one-year anniversary of the date of grant, having an aggregate grant date
value of $425,000, to be granted on the date of each annual meeting of
stockholders. Pursuant to the Compensation Policy, the director will designate
the proportionate share between such annual option grants and restricted stock
unit grants prior to or on the date of grant. Each of the equity grants
described above will vest in full in the event of a change in control (as
defined in the Company's equity incentive plan). The foregoing description of
the Compensation Policy is qualified in its entirety by the full text of the
Compensation Policy, a copy of which is filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed
with the Securities and Exchange Commission on February 23, 2022.
Dr. Mayo has also entered into the Company's standard form of Indemnity
Agreement with its directors and officers, a copy of which is filed as Exhibit
10.1 to the Company's Annual Report on Form 10-K for the year ended December
31, 2021, filed with the Securities and Exchange Commission on February 23,
2022.
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ALLOGENE THERAPEUTICS, INC. 
