Matthew Call
About Matthew Call
Matthew Call is Chief Operating Officer of iTeos Therapeutics, serving since August 2019 (age 52 as of April 24, 2025) . He holds a B.A. in English from Brigham Young University and an MBA from Purdue University . iTeos’ proxy does not disclose TSR, revenue growth, or EBITDA growth attribution to Call’s tenure; as an emerging growth company, iTeos provides scaled executive compensation disclosure and is not required to conduct say‑on‑pay votes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endocyte Inc. (acquired by Novartis) | Chief Operating Officer | Dec 2018–Jul 2019 | Senior operating leadership in biopharma |
| Endocyte Inc. | Various roles incl. VP, Business Development & Marketing | Apr 2003–Dec 2018 | Business development and marketing leadership |
External Roles
No external directorships or public roles disclosed for Matthew Call in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $472,850 | $494,900 (annual base set for 2024) |
| Target Bonus % of Base | 40% | 40% |
| Actual Bonus Paid ($) | $209,396 (paid Mar 2024) | $215,777 (paid Mar 2025) |
| Stock Awards (RSUs) – Grant Date Fair Value ($) | $432,960 | — |
| Option Awards – Grant Date Fair Value ($) | $1,664,000 | $1,892,250 |
| All Other Compensation ($) | $23,968 | $17,970 |
| All Other Compensation – Detail | 401(k) match $13,800; tech allowance $1,800; tax gross‑up $358; imputed life insurance income $1,242 | 401(k) match $13,800; tech allowance $1,800; tax gross‑up $358; imputed life insurance income $1,242 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Corporate objectives (not itemized) | 80% | 40% of base | Not disclosed | $215,777 total bonus | Paid March 2025 |
| Annual Incentive (2024) | Individual functional objectives | 20% | 40% of base | Not disclosed | Included in $215,777 | Paid March 2025 |
| Stock Options | 225,000 options granted 3/7/2024 | — | Strike $11.58/sh | — | Grant FV $1,892,250 | 4‑yr vest: 25% at 1‑yr, then monthly; expires 3/7/2034 |
| RSUs | 44,000 RSUs granted 12/5/2023 | — | — | — | Market value $337,920 at 12/31/2024 | Full vest 12/5/2025 |
Equity grant timing policy: grants to NEOs should not occur from four business days before to one business day after filings disclosing MNPI; disclosed grants outside those windows except noted 3/7/2024 options (with MNPI price change context shown) .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 788,672 | 2.02% of 38,273,795 shares outstanding |
| Direct Shares | 93,898 | As of 4/21/2025 |
| RSUs (unvested/subject to vest) | 68,000 | As of 4/21/2025 |
| Options Exercisable within 60 days | 626,774 | As of 4/21/2025 |
| Pledging/Hedging Policy | Hedging, short sales, and derivative transactions prohibited; policy warns of risks from margin/pledged collateral sales | Company insider trading policy; no pledging prohibition explicitly stated |
| Outstanding Equity Awards (as of 12/31/2024) | Shares | Exercise Price ($/sh) | Vesting | Expiration |
|---|---|---|---|---|
| Option (2/21/2020, 2019 Plan) | 107,864 (exercisable) | 2.95 | 4‑yr schedule (prior grant) | 12/4/2029 |
| Option (5/1/2020, 2019 Plan) | 163,909 (exercisable) | 4.24 | 4‑yr schedule | 5/1/2030 |
| Option (3/1/2021, 2020 Plan) | 67,500 exercisable; 4,500 unexercisable | 41.58 | 4‑yr schedule | 3/1/2031 |
| Option (6/24/2021, 2020 Plan) | 63,000 exercisable; 9,000 unexercisable | 23.19 | 100% acceleration on sale event | 6/24/2031 |
| Option (3/11/2022, 2020 Plan) | 58,438 exercisable; 26,562 unexercisable | 36.21 | 4‑yr schedule | 3/11/2032 |
| Option (3/9/2023, 2020 Plan) | 56,875 exercisable; 73,125 unexercisable | 16.66 | 4‑yr schedule | 3/11/2033 |
| RSU (12/5/2023) | 44,000 | — | Full vest 12/5/2025 | — |
| Option (3/7/2024, 2020 Plan) | 225,000 unexercisable (new grant) | 11.58 | 4‑yr schedule | 3/7/2034 |
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement | Effective upon closing of IPO (June 2020); at‑will employment; annual bonus eligibility at 40% target |
| Severance (Outside CIC) | 12 months base salary; COBRA premium reimbursement up to 12 months, paid per payroll over 12 months; separation agreement with release required |
| Severance (During CIC – double trigger) | Lump sum cash equal to then‑current base salary (or pre‑CIC higher salary) and full acceleration of time‑based options/awards; per May 27, 2025 First Amendment, adds 1.0x Target Bonus and COBRA reimbursement up to 12 months; release required |
| Change in Control Period/Definition | CIC definitions updated in First Amendment (beneficial ownership ≥50%, board turnover, merger/asset sale tests; carve‑outs detailed) |
| Non‑compete/Garden Leave | If Company enforces non‑competition, eligible for 50% of highest annualized base salary paid within prior two years during post‑employment period (not more than 12 months); severance/CIC cash reduced by garden leave pay |
| Clawback | Policy to recoup incentive compensation (cash/equity) tied to financial goals upon material restatement for prior 3 completed years |
| Ownership/Say‑on‑Pay | Emerging growth company status; scaled compensation disclosure; say‑on‑pay votes not required |
Investment Implications
- Alignment and retention: Pay mix is equity‑heavy with sizable 2024 option grant ($1.89M FV) and unvested RSUs vesting 12/5/2025, supporting retention; sale‑event acceleration exists on at least one prior option grant (6/24/2021), raising sensitivity to M&A outcomes .
- Change‑in‑control economics raised: On May 27, 2025, CIC severance was enhanced to include 1.0x Target Bonus and 12 months COBRA in addition to existing lump‑sum base and full time‑based vesting acceleration (double trigger), signaling active retention efforts amid strategic alternatives .
- Ownership and pressure: Beneficial ownership is 2.02% (788,672 shares), including 626,774 options exercisable within 60 days and 68,000 RSUs, which may create periodic selling pressure around vest/exercise windows; no pledging disclosed, and hedging/derivatives/short sales are prohibited by policy .
- Governance risk mitigants: Clawback policy tied to financial restatements is in place; non‑compete “garden leave” exists but offsets cash severance/CIC payments, tempering total exit cash .
- Process signal: The Company disclosed a strategic alternatives context; retention amendments across executives (CEO, COO, CMO) suggest elevated transaction probability, making CIC terms and vesting acceleration material to trading posture around corporate events .