Michel Detheux
About Michel Detheux
Michel Detheux, Ph.D., is President, Chief Executive Officer and a Class III director of iTeos, serving since the company’s inception in 2012; age 58 as of April 24, 2025 . He holds a bio-engineer degree and Ph.D. in biochemistry from Université Catholique de Louvain and a business certificate from Solvay Business School . The Board has determined he is not independent under Nasdaq rules; the company separates the roles of CEO and Chairman (Chairman: David L. Hallal), mitigating dual-role governance concerns . 2025 strategic developments include terminating the belrestotug program, ending the GSK collaboration, initiating a wind-down, and signing a merger agreement for acquisition by Concentra Biosciences, elevating change-in-control economics and execution risk considerations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iTeos Therapeutics, Inc. | President & Chief Executive Officer; Director | 2012–present | Founding leadership across discovery/business development; chaired Science & Technology Committee membership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ludwig Cancer Research | Director | Dec 2010–Mar 2012 | Governance role at leading cancer research institute |
| Ogeda S.A. (f/k/a Euroscreen) | Scientific roles | Not disclosed | Drug discovery experience supporting later executive leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (annual rate) | $582,600 | $637,900 |
| Bonus Target (% of base) | 60% | 60% |
| Summary Compensation Elements | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Salary | $578,863 | $628,684 |
| Stock Awards (RSUs) | $295,200 | — |
| Option Awards (grant-date fair value) | $4,428,800 | $4,965,264 |
| Non-Equity Incentive (Annual Bonus Paid) | $384,516 | $421,014 |
| All Other Compensation | $80,395 | $70,695 |
| Total | $5,767,774 | $6,085,657 |
Key perquisites and tax treatment (2024): 401(k) match $13,800; tech allowance $1,800; home leave reimbursement $3,149; immigration visa reimbursement $5,318; annual financial/tax services reimbursement $22,994; tax gross-ups $17,979; HSA contribution $3,334; imputed income for life insurance $2,322 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting / Timing |
|---|---|---|---|---|---|
| Annual Bonus – Company Corporate Objectives | 100% (CEO) | Not disclosed | Not disclosed | $421,014 (2024) | Paid Mar 2025 (for 2024 period) |
| Annual Bonus – Corporate vs Individual mix | 80% Corporate / 20% Individual (not CEO) | Not applicable to CEO | — | — | — |
| Equity – Options (time-based) | n/a | n/a | n/a | Grant FV $4,965,264 (2024) | Standard 25%/year then monthly |
| Equity – RSUs (time-based) | n/a | n/a | n/a | $295,200 (2023) | March 11, 2022 grant vests annually through Mar 11, 2026 ; Dec 5, 2023 grant vests Dec 5, 2025 |
Notes:
- Bonus metrics are described as corporate objectives; specific KPI targets (e.g., revenue, TSR, ESG) are not disclosed .
- The company maintains a restatement-based clawback policy on incentive compensation tied to financial goals (three-year lookback) .
Equity Ownership & Alignment
| Beneficial Ownership (as of record date) | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned (number) | 2,245,099 | 2,754,009 |
| Ownership (% of outstanding) | 6.2% | 6.71% |
| Components – Direct Shares | 21,263 | 26,403 |
| Components – RSUs (unvested) | 35,000 | 109,500 |
| Components – Options Exercisable ≤60 Days | 2,188,836 | 2,618,106 (incl. 1,930,558 in trust) |
Selected outstanding awards (as of Dec 31, 2024; market price refs in footnotes):
- Options: 3/7/2024 grant, 590,400 options @ $11.58, 10-year term, 25% at 1-year then monthly thereafter .
- Options: 3/9/2023 grant, 151,374 exercisable / 194,626 unexercisable @ $16.66, 25%/year then monthly .
- RSUs: 3/11/2022 grant, 5,000 RSUs vest 25% per year through Mar 11, 2026; 3,125 remained unvested at YE 2024 .
- RSUs: 12/5/2023 grant, 30,000 RSUs vest in full on Dec 5, 2025 .
Policies impacting alignment:
- Insider Trading Policy: prohibits short sales, derivative transactions, and hedging; pledging not explicitly prohibited, but risks of margin/pledging acknowledged .
- Director Stock Ownership/Executive Ownership guidelines: not disclosed in proxy .
Insider selling pressure indicators:
- Large 590,400 option grant from Mar 2024 vests monthly after the first anniversary, creating ongoing potential supply upon vest/exercise .
- A 30,000 RSU tranche fully vests Dec 5, 2025, adding discrete share release timing .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; agreement effective at IPO (June 2020) |
| Base salary & annual bonus eligibility | Base $637,900 (2024); bonus target 60% of base, based on corporate objectives |
| Garden leave / non-compete | If enforced, eligible to receive 50% of highest annualized base salary within prior two years, for up to 12 months; severance/CoC payments reduced by garden leave |
| Severance (no CoC) | 18 months of base salary; COBRA reimbursement up to 18 months (updated in May 2025 amendment) |
| Change-in-Control (double trigger) | If terminated without Cause or resigns for Good Reason during CoC period: lump-sum equal to Salary Continuation Benefit (18 months base, using higher pre-CoC base if applicable) plus 1.5x Target Bonus; COBRA reimbursement up to 18 months; acceleration of all time-based equity awards upon release effectiveness |
| CoC definition | ≥50% beneficial ownership change; Board majority turnover in 12 months; merger/sale of substantially all assets where pre-merger holders own ≤50% voting shares post-consummation |
| Clawback | Restatement-based clawback for incentive compensation tied to financial goals (3-year lookback) |
Additional May 27, 2025 amendments were adopted to enhance retention and correct an administrative error in CEO salary continuation; similar bonus/COBRA changes applied to COO and CMO at different multiples .
Board Governance
- Board service: Class III director; term expires at 2026 annual meeting .
- Independence status: Not independent; all other directors independent under Nasdaq/SEC rules .
- Committee roles: Member, Science & Technology Committee (chaired by Robert Iannone) .
- Attendance: In 2024, all directors attended at least 75% of Board/committee meetings; independent directors held 4 executive sessions .
- Board structure: Separate CEO and Chairman roles; Chairman responsibilities include agenda-setting and independent oversight .
- Director compensation: As CEO, receives no additional pay for director service .
Compensation Structure Analysis
- Mix trends: 2024 compensation mix was more option-heavy (no RSU grant value in 2024), versus 2023 which included RSUs ($295,200) alongside options .
- Equity vesting and acceleration: Standard 25% cliff then monthly vesting for options; RSUs with annual or cliff schedules; full acceleration of time-based awards under double-trigger CoC .
- Clawback and hedging controls: Restatement-based clawback; hedging explicitly prohibited; no explicit pledging ban disclosed .
- Consultant and peer benchmarking: Compensation and Leadership Development Committee uses independent consultant (Radford) and peer benchmarking; specific peer group composition not disclosed .
Risk Indicators & Red Flags
- Strategic/operational risk: Termination of belrestotug program and GSK collaboration; intention to wind down operations (costs and timing uncertainties) .
- Transaction risk: Pending tender offer/merger with Concentra subject to closing conditions including minimum net cash; potential CVR uncertainty and litigation risk .
- Tax gross-ups: Presence of tax gross-ups in 2023–2024 perquisites (shareholder-unfriendly signal) .
- Section 16 compliance: One late Form 5 filing for Michel in FY 2023 .
Equity Award Detail (Selected)
| Award Type | Grant Date | Shares | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 3/7/2024 | 590,400 | $11.58 | 3/7/2034 | 25% at 1-year; monthly thereafter |
| Stock Options | 3/9/2023 | 151,374 ex / 194,626 unex | $16.66 | 3/9/2033 | 25% at 1-year; monthly thereafter |
| RSUs | 12/5/2023 | 30,000 | n/a | n/a | Cliff vest Dec 5, 2025 |
| RSUs | 3/11/2022 | 5,000 total; 3,125 unvested @ YE 2024 | n/a | n/a | 25% annually through Mar 11, 2026 |
Director Compensation (Michel Detheux)
- CEO receives no additional director compensation .
- Non-employee director policy details provided for peers; accelerated vesting upon sale of company for directors’ equity awards .
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, iTeos is not required to conduct say-on-pay votes and follows scaled disclosure requirements .
Compensation Committee Analysis
- Composition (2024–2025): Jill DeSimone, Tim Van Hauwermeiren (Chair), Robert Iannone, Ann D. Rhoads; all independent .
- Use of independent consultant (Radford) and peer benchmarking; no conflicts disclosed .
Investment Implications
- Alignment: Significant personal exposure (6.71% beneficial ownership) and large option overhang suggest alignment but may create ongoing selling pressure as monthly vesting continues; hedging is prohibited, pledging not explicitly banned .
- Retention/CoC: May 2025 amendments materially increase CEO CoC payout (18 months base + 1.5x target bonus + accelerated vesting + COBRA), raising potential transaction-linked payouts if the Concentra acquisition closes and termination occurs within CoC period .
- Governance: Separation of Chairman and CEO mitigates dual-role concerns; Detheux is non-independent, but committee independence is maintained; clawback policy and trading restrictions are positives .
- Execution risk: Pipeline cessation, wind-down plan, and dependency on cash return and asset sale outcomes heighten near-term uncertainty; CVR value realization is contingent and subject to closing cash and disposition timing .