David Hallal
About David L. Hallal
David L. Hallal, age 58, is an independent director and Chairman of the Board at iTeos Therapeutics; he has served on the Board since 2018 and is a Class III director whose term expires at the 2026 annual meeting. He holds a B.A. in psychology from the University of New Hampshire and brings extensive biopharma leadership experience, including CEO roles and commercial operations expertise. The Board has determined that all directors other than the CEO are independent under Nasdaq and SEC rules, which includes Mr. Hallal .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ElevateBio, LLC | Chairman & Chief Executive Officer | Since Dec 2017 | Founding and leadership role in cell and gene therapy platform company |
| AlloVir, Inc. | Chairman & Chief Executive Officer; now Executive Chairman | Sep 2018–May 2021; currently Executive Chairman | Led late clinical-stage cell therapy company; ongoing Board leadership |
| Alexion Pharmaceuticals, Inc. | CEO; COO; CCO/Head of Commercial Ops; Director | CEO Apr 2015–Dec 2016; COO Sep 2014–Apr 2015; CCO Jul 2006–Sep 2014; Director Sep 2014–Dec 2016 | Grew rare disease franchise; broad commercial and operational leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Scholar Rock Holding Corporation | Chairman of the Board | Jul 2017 | Public biotech; Board chair role |
| Seer, Inc. | Lead Independent Director | Mar 2018 | Public life sciences tools; lead independent oversight |
Board Governance
- Chairman of the Board; roles include presiding over meetings and executive sessions, setting agendas (with CEO), facilitating communication between independent directors and management, and representing the Board in stakeholder communications. iTeos separates the Chairman and CEO roles to strengthen oversight .
- Committee assignments: Chair of the Nominating and Corporate Governance Committee; members include David L. Hallal (chair), Tony Ho, and Ann D. Rhoads. The committee met twice in 2024 and oversees Board composition, succession planning, ESG oversight, and Board/management evaluations; all members are independent per Nasdaq .
- Independence: The Board affirmed in April 2025 that all directors except the CEO are independent under Nasdaq and SEC rules; no family relationships among directors or executive officers .
- Attendance: The full Board met six times in 2024; each director attended at least 75% of applicable Board and committee meetings. Non-management directors held four executive sessions. All directors attended the 2024 annual meeting of stockholders .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $40,000 | Policy rate for 2024 |
| Additional annual retainer – non-executive Chair of the Board | $110,000 | Policy rate for Chair |
| Nominating & Corporate Governance – Chair retainer | $10,000 | Policy rate; Hallal chairs this committee |
| Actual cash fees paid to Hallal (2024) | $161,860 | Reported “Fees earned or paid in cash” |
- Director compensation policy cap: Aggregate cash + equity per non-employee director ≤ $750,000 per year ($1,000,000 in first year of appointment); annual equity grant on each annual meeting date; full acceleration upon sale of the company, subject to continued service .
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Grant-Date Fair Value | Vesting | Performance Metrics Tied to Award |
|---|---|---|---|---|---|
| Annual non-employee director stock option (all non-employee directors) | Jun 11, 2024 | 24,200 options; Board targeted ~75th percentile vs peers | Not individualized; Hallal’s option awards aggregate $280,962 | Vests/exercisable in full on Jun 11, 2025 | None disclosed; director equity awards are time-based vesting (no performance targets) |
- Equity grant process and MNPI timing: Equity grants are approved in scheduled meetings; grants are not timed around material nonpublic information; employee grants restricted near filings under equity award policy adopted in 2025 (disclosure provided for NEOs; directors not indicated separately) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Detail |
|---|---|---|
| Scholar Rock (SRRK), Seer (SEER), AlloVir (ALVR), ElevateBio (private) | External boards/leadership | Multiple concurrent leadership roles increase time-commitment considerations; iTeos’ guidelines consider “overboarding” risks, but the Board believes directors devote sufficient time |
| RA Capital/Boxer Capital financing (May 2024) | Related-person transaction (5% holders) | $100.0M pre-funded warrants to RA Capital; $20.0M common shares to Boxer Capital; Aaron Davis of Boxer Capital was an iTeos director at the time; audit committee oversees related-party transactions per policy |
Expertise & Qualifications
- Education: B.A. in psychology, University of New Hampshire .
- Technical and industry expertise: Senior executive roles spanning commercialization, operations, and CEO leadership in biopharma; experience at Alexion, ElevateBio, AlloVir, and multiple public company boards .
- Board qualifications: Experience as an executive at numerous pharmaceutical companies; recognized by iTeos as qualified to serve as Board Chairman .
Equity Ownership
| Holder | Form of Ownership | Amount | Percent of Shares Outstanding | Notes |
|---|---|---|---|---|
| David L. Hallal | Options exercisable within 60 days | 383,319 shares | <1% | Beneficial ownership reported; footnote describes options exercisable (footnote lists 383,119, table shows 383,319) |
| Shares outstanding reference | — | 38,273,795 shares | — | Shares outstanding as of Apr 21, 2025 |
- As of Dec 31, 2024, Hallal held stock options to purchase 383,319 shares; directors’ option holdings disclosed at year-end by individual .
Governance Assessment
- Board leadership and oversight appear robust with a separate non-executive Chair role held by Hallal, facilitating independent oversight of management, agenda-setting, and executive sessions. This structure is expressly endorsed by iTeos to strengthen governance .
- Committee leadership and independence: Hallal chairs the Nominating & Corporate Governance Committee; committee independence and responsibilities (succession planning, ESG, Board evaluations) are clear and active, with two meetings in 2024 .
- Attendance/engagement signals are positive: 100% attendance at the annual meeting; every director met the ≥75% threshold for Board/committee meetings; four executive sessions held in 2024 .
- Director pay mix shows alignment toward longer-term equity via options; 2024 annual grants were time-based with one-year vesting, and policy caps total director compensation. Hallal’s 2024 comp: $161,860 cash and $280,962 in option grant-date fair value .
- Potential RED FLAGS and mitigants:
- Overboarding risk: Hallal’s multiple external leadership roles (Chair at Scholar Rock, Lead Independent Director at Seer, Executive Chairman at AlloVir, CEO at ElevateBio) increase time-commitment risk; iTeos’ guidelines address “overboarding,” and the Board states directors devote sufficient time .
- Related-party exposure in 2024 financing with RA Capital and Boxer Capital (with a then-sitting director from Boxer) warrants scrutiny; iTeos maintains a written related-party transaction policy with audit committee review/approval .
- Hedging/derivatives are prohibited; policy highlights risks from margin/pledging but does not explicitly ban pledging in the text provided .
- Clawback policy applies to executive incentive compensation; compensation committee oversees clawback policy administration, but no director-specific clawback is disclosed .
Overall, Hallal’s governance profile at iTeos reflects strong leadership and committee oversight with independence affirmed, solid attendance/engagement, and a director pay structure emphasizing equity. The principal investor-confidence watchpoints are workload/overboarding and vigilance around related-party transactions involving significant shareholders, mitigated by active audit and governance committee processes .