Malte Peters
About Malte Peters
Malte Peters, M.D., age 62, has served as an independent Class II director of Tango Therapeutics since September 2018; his current term continues until the 2026 annual meeting. He is a physician-scientist with senior R&D and clinical development leadership across biopharma, and currently serves as CEO of HOOKIPA Pharma (NASDAQ: HOOK) since July 2024; he earned his Doctor of Medicine from Freie Universität Berlin and habilitated in Internal Medicine at the University of Mainz. He has held roles at MorphoSys (Chief R&D Officer; previously Chief Development Officer and management board), Sandoz, Novartis, Merck KGaA, Micromet, and the Amgen Research Institute, with academic appointments at the University of Mainz. Peters is considered independent by the Board under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MorphoSys AG | Chief Research & Development Officer | Mar 2020 – Dec 2022 | Led global R&D strategy |
| MorphoSys AG | Chief Development Officer; Management Board member | Since Mar 2017 | Oversaw development portfolio |
| Sandoz International | Global Head of Clinical Development, Biopharmaceuticals BU | n/a | Global clinical leadership |
| Novartis (Oncology Translational Medicine) | Clinical Head; Site Head (Basel & East Hanover) | 2004 – 2015 | Oncology translational leadership |
| Amgen Research Institute (Toronto) | Research Scientist | n/a | Oncology research |
| Merck KGaA | Director of Cancer Research | n/a | Oncology research leadership |
| Micromet AG | Medical Director | n/a | Clinical development oversight |
| University of Mainz (Germany) | Teaching appointments; Habilitation in Internal Medicine | n/a | Academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HOOKIPA Pharma Inc. (NASDAQ: HOOK) | Chief Executive Officer | Since Jul 2024 | Current position |
| HOOKIPA Pharma Inc. (NASDAQ: HOOK) | Director | Since Dec 2022 | Board member |
| HOOKIPA Pharma Inc. (NASDAQ: HOOK) | Interim Senior Clinical Advisor | Nov 2023 – Jul 2024 | Advisory role prior to CEO |
Board Governance
- Independence: The Board determined all directors other than the CEO (Dr. Weber) are independent; Peters is independent.
- Committee assignments: Chair, Compensation Committee; members are Peters, Mace Rothenberg, and John Ketchum. The committee met 3 times in 2024.
- Other committees: Peters is not listed as a member of the Audit or Nominating & Corporate Governance Committees in 2025 disclosures.
- Attendance and engagement: In 2024 the Board held 4 meetings; all directors attended at least 75% of Board and committee meetings.
- Board tenure structure: Staggered board; Peters is Class II, continuing until the 2026 annual meeting.
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Annual cash retainer (policy) | 40,000 | 40,000 |
| Compensation Committee chair fee (policy) | 10,000 | 12,000 (increased May 2024) |
| Total cash fees earned (actual) | 50,000 | 51,500 |
- Non-employee director cash policy also provides additional fees for other committee roles; Peters’ disclosed role is Compensation Committee chair.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual RSU grant policy | 5,000 RSUs | 6,250 RSUs (policy increased) |
| Annual option grant policy | 30,000 options | 37,500 options (policy increased) |
| Equity grant date fair value – RSUs (actual) | $17,750 | $46,313 |
| Equity grant date fair value – Options (actual) | $71,283 | $194,588 |
| Outstanding RSUs at year-end | 5,000 (12/31/2023) | 6,250 (12/31/2024) |
| Outstanding options at year-end | 188,895 (12/31/2023) | 226,395 (12/31/2024) |
- Vesting schedules: Initial director options vest over 36 monthly installments over 3 years; initial RSUs vest in three equal annual installments over 3 years. Annual option grants vest in 12 monthly installments over 1 year; annual RSUs vest in full at the earlier of the first anniversary of grant or the next annual meeting.
- Change in control: All unvested director options and RSUs vest in full upon a change in control (single-trigger for directors).
- Annual equity awards are granted on the date of the annual meeting; the 2024 annual meeting was June 5, 2024.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| HOOKIPA Pharma Inc. (NASDAQ: HOOK) | Public | CEO; Director | Concurrent public-company CEO and TNGX director; no Item 404 related-party relationships disclosed for Compensation Committee members in 2024/2025. |
- Compensation Committee interlocks: In 2024, Peters, Rothenberg, and Ketchum served; none had relationships requiring disclosure under Item 404, and no executive officer served on boards/committees of entities with reciprocal ties.
Expertise & Qualifications
- Medical and scientific credentials: M.D. from Freie Universität Berlin; habilitation in Internal Medicine at University of Mainz; academic teaching roles.
- Biopharma leadership: Senior clinical and R&D leadership across Novartis (oncology translational medicine), Sandoz, MorphoSys, Merck KGaA, Micromet; research scientist at Amgen Research Institute.
- Board rationale: The Board cites Peters’ extensive biotechnology industry knowledge as qualification.
Equity Ownership
| As of | Direct Shares | Options Exercisable Within 60 Days | RSUs Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| April 1, 2025 | 5,000 | 223,270 | — (not disclosed for 60-day window) | 228,270 | <1% |
| Year-end | Outstanding Options | Outstanding RSUs |
|---|---|---|
| Dec 31, 2023 | 188,895 | 5,000 |
| Dec 31, 2024 | 226,395 | 6,250 |
- Insider trading/hedging policy: Tango prohibits short sales, derivatives, pledging and hedging by directors and officers.
Governance Assessment
- Strengths:
- Independent director; chairs the Compensation Committee; committee fully independent and met 3x in 2024.
- Strong sector expertise in oncology and clinical development; Board explicitly cites his biotech knowledge.
- Attendance: Board met 4x in 2024; all directors attended at least 75% of Board and committee meetings.
- Ownership alignment: Beneficial ownership includes 5,000 direct shares and substantial vested/unvested options; ongoing annual equity awards provide alignment with shareholder outcomes.
- Governance mechanics: Anti-hedging/pledging policy; Compensation Committee reviews CD&A, recommends inclusion; no related-party relationships requiring disclosure among Compensation Committee members.
- Watch items / potential red flags:
- Single-trigger full acceleration of unvested director equity upon change in control, which some investors view as misaligned with performance continuity.
- Time commitments: Concurrent role as CEO of HOOKIPA may increase time demands; however, no Item 404 conflicts with Tango were disclosed.
- Compensation structure signals:
- 2024 policy increased annual director equity grants (options to 37,500; RSUs to 6,250) to align with peer median, indicating emphasis on equity-linked pay; Peters’ 2024 equity grant-date values rose accordingly.
Committee Activity and Meeting Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Compensation Committee meetings | 3 | 3 |
| Audit Committee meetings | 4 | 4 |
| Nominating & Governance Committee meetings | 2 | 2 |
Director Compensation Mix (Actuals)
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Cash fees earned | 50,000 | 51,500 |
| RSU grant-date fair value | 17,750 | 46,313 |
| Option grant-date fair value | 71,283 | 194,588 |
| Total | 139,033 | 292,401 |
Notes: Grant-date fair values are computed under ASC 718; actual realized value depends on vesting and market price at exercise/settlement.
Related-Party, Legal, and Risk Indicators
- Related-party transactions: None requiring disclosure for Compensation Committee members; Audit Committee has explicit responsibility to review related-party transactions.
- Legal/adverse proceedings: No material proceedings involving directors or 5%+ holders disclosed.
- Say-on-Pay process: Board recommends annual say-on-pay frequency; proposal included in 2025 proxy (results to be disclosed via 8-K after the meeting).
Compensation Policy Details (Directors)
- Annual cash retainer: $40,000; Compensation Committee chair fee $12,000 (increased from $10,000 in May 2024).
- Annual equity: Option 37,500 shares (12 monthly vesting); RSU 6,250 shares (vest at earlier of 1 year or next annual meeting); grants occur on the annual meeting date.
- Initial equity (upon joining Board): Option 60,000 (36 monthly vesting over 3 years); RSU 10,000 (three equal annual installments over 3 years).
- Change-in-control: Full acceleration of unvested options and RSUs for non-employee directors.
