Matthew Gall
About Matthew Gall
Matthew Gall, age 48, has served as Chief Financial Officer (principal financial and accounting officer) of iTeos since June 2020, and certified the company’s FY2024 Form 10-K under SOX Sections 302 and 906, affirming the accuracy of financial reporting and effectiveness of controls . He previously held senior corporate development and treasury roles at Sarepta Therapeutics from 2013–2020; he holds a B.S. from Bowling Green State University and an MBA from The University of Chicago Booth School of Business . iTeos does not disclose Gall-specific TSR, revenue growth or EBITDA-linked performance metrics in its proxy; executive bonuses for his tenure were tied to company and functional objectives without publishing metric-level targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sarepta Therapeutics, Inc. | SVP Corporate Development | Nov 2019–Jun 2020 | Led corporate development; supported strategic transactions and capital allocation |
| Sarepta Therapeutics, Inc. | VP Business Development & Corporate Treasurer | Mar 2018–Nov 2019 | Oversaw BD and corporate treasury, liquidity and risk management |
| Sarepta Therapeutics, Inc. | Senior Director, Head of Business Development & Treasurer | Sep 2015–Mar 2018 | Drove BD pipeline and treasury operations |
| Sarepta Therapeutics, Inc. | Director, Corporate Development | Jan 2014–Aug 2015 | Executed transactions and portfolio initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No outside directorships or external committee roles disclosed for Gall . |
Fixed Compensation
| Year | Base Salary Rate ($) | Actual Base Paid ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2023 | 444,100 | 441,150 | 40% of base | 191,851 (paid Mar 2024) |
Notes:
- Bonus structure: 80% based on corporate objectives; 20% based on individual functional objectives .
- Perquisites included employer 401(k) match ($13,200) and technology allowance ($1,800) for 2023; no tax gross-ups disclosed for Gall in 2023 .
Performance Compensation
| Component | Weighting | Target | Actual | Payout Timing | Vesting |
|---|---|---|---|---|---|
| Corporate objectives | 80% of annual incentive | 40% of base salary target bonus | Included in $191,851 | Paid Mar 2024 for 2023 period | Cash bonus; no vesting post-payment |
| Individual functional objectives | 20% of annual incentive | 40% of base salary target bonus | Included in $191,851 | Paid Mar 2024 for 2023 period | Cash bonus; no vesting post-payment |
Equity grants and grant-date fair values (2023):
- Stock awards (RSUs): $403,440
- Option awards: $1,664,000
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | Ownership % | Direct Shares | RSUs (unvested) | Options exercisable within 60 days |
|---|---|---|---|---|---|
| Apr 16, 2024 | 527,513 | 1.5% | 19,429 | 41,000 | 467,084 |
Option and RSU detail (Outstanding as of Dec 31, 2023):
| Vesting Commencement | Exercisable Options | Unexercisable Options | Strike ($/sh) | Expiration | RSUs Unvested | RSU Vest Date |
|---|---|---|---|---|---|---|
| 06/18/2020 | 263,011 | 39,635 | 6.16 | 06/11/2025 | — | — |
| 03/01/2021 | 49,500 | 22,500 | 41.58 | 05/01/2030 | — | — |
| 06/24/2021 | 15,000 | 9,000 | 23.19 | 03/01/2031 | — | — |
| 03/11/2022 | 37,188 | 47,812 | 36.21 | 06/24/2031 | — | — |
| 03/09/2023 | — | 130,000 | 16.66 | 03/11/2032 | — | — |
| 12/05/2023 | — | — | — | — | 41,000 | 12/05/2025 |
Vesting mechanics and acceleration:
- Standard options: 25% vest at 1-year anniversary, remainder monthly over 36 months (1/48 per month) .
- Sale event acceleration: 100% of then-unvested option shares become vested immediately prior to consummation of a “sale event,” subject to continued service through the sale .
- Insider trading policy prohibits short sales, derivative transactions and hedging; policy highlights risks of margin/pledged shares but does not explicitly state a pledging ban .
Change-of-control treatment in 2025 merger:
- For equity with acceleration protections, unvested time-based options/RSUs became immediately vested at Effective Time; in-the-money vested options were canceled for cash equal to intrinsic value plus one CVR per share; unvested awards without acceleration were canceled for no consideration .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; CFO since June 2020 |
| Severance (without cause/good reason) | 12 months of then-current base salary, subject to release |
| Change-in-control (double-trigger cash) | If terminated without cause or resigns for good reason within 12 months post-CIC: lump-sum cash equal to then-current base salary (or pre-CIC higher base) and accelerated vesting of all time-based equity awards on later of termination or release effectiveness |
| Non-compete / Garden leave | Standard confidentiality/assignment/non-solicitation/noncompetition; if company enforces non-compete, eligible for 50% of highest annualized base salary paid within prior two years during non-compete period (max 12 months); any severance/CIC cash reduced by garden leave paid |
| Clawback | Company-wide clawback covering cash and equity incentive compensation tied to financial goals; recoup excess compensation for the three completed fiscal years preceding a required restatement |
| Hedging/Pledging policy | Prohibits short sales, derivatives and hedging; discusses margin/pledge risks; no explicit pledging prohibition disclosed |
| Certifications | Gall signed SOX 302 and 906 certifications for FY2024 10-K as CFO (principal financial and accounting officer) |
| Post-merger management | Following the July 2025 merger, the Surviving Corporation’s officers were those of Merger Sub (CFO: Michael Hearne), implying transitions in iTeos’ legacy officer roles |
Investment Implications
- Pay-for-performance alignment is moderate: Gall’s 2023 incentive plan used 80% corporate and 20% individual objectives, but the proxy does not disclose metric-level targets; equity compensation is predominantly time-based with single-trigger sale event acceleration, which can weaken retention during strategic transactions .
- Ownership alignment is meaningful but not controlling: 1.5% beneficial ownership as of April 16, 2024, including 41,000 RSUs and 467,084 options exercisable within 60 days, with standard vesting and sale-event acceleration terms; insider policy bans hedging, reducing misalignment risk .
- Change-of-control economics are shareholder-standard: double-trigger cash equal to one year of base salary plus accelerated vesting upon qualifying termination; in the 2025 merger, accelerated awards vested and in-the-money options were monetized for cash plus CVRs, which can create event-linked selling/settlement but reduce ongoing selling pressure post-close .
- Governance safeguards: a formal clawback policy and SOX certifications support control reliability; as an emerging growth company, iTeos did not hold say-on-pay votes, reducing direct shareholder feedback on executive pay structures .