Patrick McCall
About Patrick McCall
Patrick McCall, 42, has served as IN8bio’s Chief Financial Officer since February 2021 and Corporate Secretary on proxy materials, with prior roles at Turnstone Biologics (VP Finance), Catalyst Biosciences (Corporate Controller), and earlier finance/accounting roles at Apple, Chubb, and Deloitte; he is a CPA with an MBA from Cornell and a BS in Accounting from Drexel . Compensation is tied 90% to corporate and 10% to individual metrics (target bonus 40% of base), with a 2023 bonus paid at 115% attainment and 2024 bonuses foregone as part of cost-saving measures; equity is predominantly stock options granted at low strike prices with time-based vesting . IN8bio remains pre-revenue; EBITDA losses have been relatively consistent with negative EPS improving quarter-over-quarter into 2025 (see Company Performance Context below). Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Turnstone Biologics Corp. | Vice President of Finance | Not disclosed | Raised multiple financing rounds; led large pharma collaboration and acquisition; built finance and accounting functions |
| Catalyst Biosciences | Corporate Controller | Not disclosed | Led SEC reporting and FP&A; part of successful IPO execution |
| Apple | Finance/Accounting roles | Not disclosed | Broad finance and operational experience |
| Chubb | Finance/Operational roles | Not disclosed | Operational finance experience |
| Deloitte | Accounting roles | Not disclosed | Public accounting foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 (pre-9/1) | 2024 (effective 9/1) | 2025 Current |
|---|---|---|---|---|
| Base Salary Rate ($) | $412,000 | $455,000 | $404,950 | $404,950 |
| Target Bonus (%) | 40% of base | 40% of base | 40% of base | 40% of base |
| Actual Bonus Paid ($) | $167,272 (115% attainment) | — (foregone) | — (foregone) | Not disclosed |
Notes:
- 11% cash compensation reduction implemented 9/1/2024 for executives and board; Mr. McCall’s base reduced from $455,000 to $404,950 .
- 401(k) match historically 100% up to $3,000; paused beginning 1/1/2025 .
Performance Compensation
Annual Bonus Plan (structure and outcomes)
| Year | Metric Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| 2023 | 90% corporate / 10% individual | 40% of base | Corporate goals achieved 100%; individual 115% (overall 115%) | $167,272 | Board-determined attainment |
| 2024 | 90% corporate / 10% individual | 40% of base | Bonuses foregone due to cost-saving measures | $0 | Salary reductions and retention awards granted |
Equity Awards (stock options; vesting schedules and pricing)
| Grant Date | Type | Shares | Strike Price ($/sh) | Vesting | Term |
|---|---|---|---|---|---|
| 2/7/2024 | Stock Option | 189,000 | $1.22 | 25% at 1-year; remaining monthly over 36 months | Expires 2/7/2034 |
| 9/4/2024 | Retention Stock Option | 250,000 | $0.47 | 25% at 6 months; 25% at 12 months; 50% at 18 months | Expires 9/4/2034 |
| 12/19/2024 | Stock Option | 290,085 | $0.24 | 100% at 1-year (cliff) | Expires 12/19/2034 |
| 4/14/2023 | Stock Option | 200,000 | $1.21 | 25% at 1-year; remaining monthly over 36 months | Expires 4/14/2033 |
| 6/21/2023 | Stock Option | 87,150 | $2.01 | 25% at 1-year; remaining monthly over 36 months | Expires 6/21/2033 |
Additional timing disclosure (Item 402(x)(2)): Retention awards on 9/4/2024 showed a (48.4%) change in closing market price around disclosure of MNPI; company states it does not time option awards relative to MNPI .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (sh) | % of Outstanding | Direct/Common (sh) | Warrants (sh) | Options Exercisable ≤60 days (sh) |
|---|---|---|---|---|---|
| 2/16/2025 | 731,392 | <1% | 52,071 | 66,300 | 613,021 |
| 4/17/2024 | 380,974 | <1% | 26,755 | 40,984 | 313,235 |
- Pledging and hedging are prohibited by policy for directors and executive officers .
- As of 12/31/2024, outstanding option positions for Mr. McCall totaled 430,845 exercisable and 958,502 unexercisable across grants (see Outstanding Equity Awards table) .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 2/1/2021 | 180,948 | 7,868 | $5.36 | 1/31/2031 |
| 7/29/2021 | 34,166 | 5,834 | $10.00 | 7/28/2031 |
| 2/15/2022 | 59,854 | 24,646 | $4.28 | 2/14/2032 |
| 10/21/2022 | 39,864 | 19,932 | $1.48 | 10/21/2032 |
| 4/14/2023 | 83,333 | 116,667 | $1.21 | 4/14/2033 |
| 6/21/2023 | 32,680 | 54,470 | $2.01 | 6/21/2033 |
| 2/7/2024 | — | 189,000 | $1.22 | 2/7/2034 |
| 9/4/2024 | — | 250,000 | $0.47 | 9/4/2034 |
| 12/19/2024 | — | 290,085 | $0.24 | 12/19/2034 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | CFO agreement entered Jan 2021; amended Aug 2024 to reduce salary to $404,950 effective 9/1/2024 (target bonus 40%) |
| Severance (no CIC) | If terminated without cause or resigns for good reason: lump sum equal to greater of 12 months of base salary prior to 2024 reduction or 12 months current base; prorated bonus if goals achieved; up to 12 months health continuation |
| Change-in-Control (double trigger) | If terminated without cause or resigns for good reason within 3 months prior to or 12 months after a CIC: lump sum equal to greater of 12 months of base salary prior to 2024 reduction or 12 months current base; 100% of current target bonus; full accelerated vesting of all unvested equity; up to 12 months health continuation |
| Clawback | Incentive Compensation Recoupment Policy adopted October 2023 compliant with SEC Rule 10D-1 and Nasdaq Rule 5608 (financial measure-based compensation subject to recoupment upon restatement) |
| Hedging/Pledging Policy | Hedging and pledging of company stock prohibited for directors, executive officers, employees, and designated consultants |
| Non-Compete/Non-Solicit | Executed standard confidential information and invention assignment agreement including non-compete and non-solicit provisions (specific durations not disclosed) |
| Perquisites & Retirement | Limited perqs; 401(k) match historically up to $3,000; matching paused starting 1/1/2025 |
| Compensation Consultant | Aon engaged by Compensation Committee; independence assessed; used for market data and peer analysis |
Company Performance Context
Annual
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | -27,913,000* | -28,504,000* | -27,764,000* |
| Diluted EPS - Continuing Ops ($) | -40.8066* | -30.1427* | -17.0525* |
Quarterly (latest four reported)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($) | -5,739,000* | -5,164,000* | -4,660,000* | -3,597,000* |
| Diluted EPS - Continuing Ops ($) | -2.3964* | -1.9944* | -1.2367* | -0.8493* |
Values retrieved from S&P Global.*
Investment Implications
- Pay-for-performance alignment: 2023 cash bonus paid at 115% on full corporate attainment, while 2024 bonuses were voluntarily foregone and cash compensation reduced 11% amid a strategic cost reset—this signals discipline and alignment through downside participation .
- Equity-driven incentives and potential supply overhang: Large 2024 option grants at low strikes ($1.22, $0.47, $0.24) with near-term vesting cliffs (including full vesting on 12/19/2025 for 290,085 options) align with upside but may create localized selling pressure around vesting dates; hedging/pledging is prohibited, mitigating leverage risks .
- Retention risk vs. reinforcement: Salary reductions and the workforce restructuring elevated retention risk; retention option awards with accelerated schedules directly address this, but concentration in options vs. common means “skin-in-the-game” is more option-heavy (<1% direct and warrant ownership) .
- Change-of-control economics: Double-trigger CIC with 1x salary plus 100% target bonus and full equity acceleration is moderate for a CFO in biotech; investors should monitor M&A windows given full acceleration provisions .
- Execution signals: Company denies timing awards around MNPI, though Item 402(x)(2) disclosure around the 9/4/2024 retention grants shows a significant price change; continued governance scrutiny and clawback policy adoption mitigate policy risk .
