Ann Rhoads
About Ann D. Rhoads
Ann D. Rhoads (age 59) is an independent Class II director of iTeos Therapeutics, serving since June 2020. She is the Audit Committee Chair and an SEC-designated audit committee financial expert, with a finance background as former CFO at multiple healthcare companies. She holds a B.S. in Business Administration (Finance) from the University of Arkansas and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forty Seven, Inc. | Chief Financial Officer | Mar 2018 – Apr 2020 | CFO through acquisition by Gilead Sciences |
| Zogenix, Inc. | Chief Financial Officer; EVP; Secretary & Treasurer | Mar 2010 – Jan 2017 | Senior finance leadership; corporate officer roles |
| Zogenix, Inc. | Consultant | Jan 2017 – Mar 2017 | Transitional advisory |
| Premier Inc. | Chief Financial Officer | 2000 – 2009 | CFO of healthcare supply management firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Globus Medical, Inc. | Director | Since Jul 2011 | Public company board service |
| Repare Therapeutics, Inc. | Director | Since Jun 2020 | Public company board service |
| QuidelOrtho Corporation | Director | Since Aug 2020 | Public company board service |
| Evoke Pharma, Inc. | Director | 2013 – 2020 | Prior board service |
| Iridex Corporation | Director | 2017 – 2018 | Prior board service |
Board determination: Rhoads simultaneously serves on four public company audit committees (inclusive of iTeos) and the Board concluded this does not impair her effectiveness on iTeos’ audit committee .
Board Governance
| Committee | Role | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Audit Committee | Chair | 5 meetings; 2 unanimous written consents | Independent for SEC/Nasdaq; Audit Committee Financial Expert | Oversees auditors, financial reporting, ICFR, related person transactions, quarterly releases, IT/cyber oversight |
| Compensation & Leadership Development | Member | 3 meetings; 4 unanimous written consents | Independent under Nasdaq | No Item 404 relationships; no interlocks with other entities’ execs involving iTeos executives |
| Nominating & Corporate Governance | Member | 2 meetings | Independent under Nasdaq | Board composition/skills, nominations, governance guidelines, CEO/Board succession, ESG oversight |
- Independence: Board determined all directors except CEO Michel Detheux are independent (Rhoads included); no family relationships among directors/executives .
- Attendance: Full Board met 6 times in 2024; each director attended ≥75% of Board and committee meetings; non-management directors held four executive sessions .
- Annual Meeting: All directors attended the 2024 Annual Meeting .
- Leadership structure: Chair and CEO roles separated; chair responsibilities include presiding meetings, agendas, independent director communication, and stakeholder representation .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024 actual) | $64,604 | Actual cash received for Board/committee service in 2024 |
Non-Employee Director Compensation Policy Rates (for reference):
| Component | Amount ($) |
|---|---|
| Board annual retainer | $40,000 |
| Audit Committee Chair | $15,000 |
| Compensation Committee Member | $6,000 |
| Nominating & Corporate Governance Member | $5,000 |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Stock option (Annual Award) | Jun 11, 2024 | 24,200 | $280,962 | Vests/exercisable in full on Jun 11, 2025, subject to continued service | Director equity accelerates fully upon sale of the company (single-trigger) |
Grant timing policy: The company states equity grants are not timed around MNPI; grants avoid windows 4 days before to 1 day after filings disclosing MNPI (policy adopted in 2025) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation committee interlocks | None; no relationships requiring Item 404 disclosure; no reciprocal executive/director interlocks involving iTeos executives |
| Multi-audit committee service | Simultaneous service on four public company audit committees; Board determined no impairment to effectiveness |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) .
- Senior finance leadership: CFO roles at Forty Seven, Zogenix, Premier Inc. .
- Education: B.S. in Finance (University of Arkansas); MBA (Harvard Business School) .
- Independent director per Board’s April 2025 review .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Ann D. Rhoads | 124,515 | <1% (*) | Consists of shares underlying options exercisable within 60 days of Apr 21, 2025 |
Additional reference:
| As of Dec 31, 2024 | Options Outstanding |
|---|---|
| Ann D. Rhoads | 124,515 |
Governance Assessment
-
Strengths
- Deep finance expertise and SEC “financial expert” designation; chairs audit committee overseeing auditors, financial reporting, ICFR, and cyber/IT risk .
- Verified independence with no family relationships; robust committee engagement and Board attendance ≥75% .
- Majority of 2024 director pay was equity-based (option fair value $280,962 vs cash $64,604), indicating alignment with shareholder outcomes .
- Insider trading policy prohibits short sales, derivative transactions, and hedging; formal whistleblower hotline managed under audit oversight .
-
Watch items / RED FLAGS
- Single-trigger full acceleration of director equity upon a sale may reduce at-risk governance discipline; flagged for potential misalignment in change-of-control scenarios .
- Simultaneous service on four public company audit committees could pose workload/attention risk, though the Board expressly determined no impairment for iTeos service .
- Beneficial ownership under 1% limits “skin-in-the-game” signaling, though director-level holdings are typically modest .
- Policy discussion addresses pledging risks but explicit prohibition is stated for hedging and derivatives; pledging treatment is not explicitly described as prohibited in the excerpt .
-
Related-party exposure
- Audit committee reviews related person transactions; compensation committee reported no Item 404 relationships in 2024; Board confirmed independence for Rhoads .