DEF 14A of Madrigal Pharmaceuticals, Inc., Apr 29, 2025

DEF 14A of Madrigal Pharmaceuticals, Inc.

Filed Apr 29, 2025 · FY20240001104659-25-041254

Open on EDGAR

  1. Board Biographical Information

    Board Biographical Information In addition to the information presented below regarding each of our director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that such person should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. Each director has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. On March 9, 2025, Dr. Craves provided a notice of his resignation from the Board, effective as of July 1, 2025.

  2. Board Biographical Information

    | Julian C. Baker | | | Age: 58 Chairman of the Board Since: June 2023 | Biographical Information Mr. Baker is a Managing Member of Baker Bros. Advisors LP (“BBA”), a biotechnology-focused investment advisor to fund partnerships whose investors are primarily endowments and foundations. Mr. Baker founded BBA, together with his brother Felix Baker, in 2000. Prior to BBA, Mr. Baker was a portfolio manager at Tisch Financial Management from 1994 to 1999. Previously, Mr. Baker was employed from 1988 to 1993 by the private equity investment arm of Credit Suisse First Boston Corporation. Mr. Baker has served on the boards of directors of Incyte Corporation (“Incyte”) since November 2001, Acadia Pharmaceuticals, Inc. (“Acadia”) since December 2015 and Prelude Therapeutics, Inc. (“Prelude”) since January 2021, each of which is a publicly traded company. Mr. Baker has also served on the board of directors of Everyone Medicines Inc., a private company, since January 2021. Mr. Baker previously served on the board of directors of Alumis, Inc. until June 2024. Mr. Baker holds an A.B. from Harvard University. |

  3. Board Biographical Information

    | Qualifications We believe that Mr. Baker is qualified to serve on our Board due to his experience investing in many life sciences companies, as well as his experience serving on the board of directors of other public companies in the life sciences industry. |

  4. Board Biographical Information

    | Kenneth M. Bate | | | Age: 74 Director Since: July 2016 | Biographical Information Mr. Bate currently works as an independent consultant. Previously, Mr. Bate was the President and Chief Executive Officer of Archemix Corp., a privately held biopharmaceutical company, from April 2009 through December 2011. From 2006 to April 2009, he served in various positions at NitroMed, Inc., a publicly held pharmaceutical company, most recently as President and Chief Executive Officer. From 2002 to 2005, Mr. Bate served as Head of Commercial Operations and Chief Financial Officer at Millennium Pharmaceuticals, Inc., a biopharmaceutical company. Prior to joining Millennium Pharmaceuticals, Mr. Bate co-founded JSB Partners, LLC, a banking and advisory services firm for biopharmaceutical and life sciences companies. From 1990 to 1996, Mr. Bate was employed with Biogen, Inc. (“Biogen”), a publicly traded biotechnology company, first as its Chief Financial Officer and then as head of the commercial organization responsible for launching Biogen’s multiple sclerosis business. Mr. Bate has served as a member of the board of directors of Astria Therapeutics, Inc., a publicly traded biopharmaceutical company, since January 2014, as co-chair from February 2016 to February 2019, and as chair since February 2019. Mr. Bate previously served on the boards of directors of Genocea Biosciences, Inc., a publicly traded biopharmaceutical company, from 2014 to 2022, and AVEO Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from 2008 until its merger with LG Chem, Ltd. in 2023. Mr. Bate holds a B.A. in Chemistry from Williams College and an M.B.A. from The Wharton School of the University of Pennsylvania. |

  5. Board Biographical Information

    | Qualifications We believe that Mr. Bate is qualified to serve on our Board due to his operating, finance, commercial, transactional and senior management experience in the biopharmaceutical industry and his experience serving on the board of directors of other public companies in the life sciences industry. |

  6. Board Biographical Information

    | Raymond Cheong, Ph.D., M.D. | | | Age: 43 Director Since: June 2023 | Biographical Information Dr. Cheong is a Managing Director at BBA. Prior to joining BBA in 2013, Dr. Cheong completed an M.D. and a Ph.D. in Biomedical Engineering from Johns Hopkins University, where he was awarded the Michael A. Shanoff Award for best thesis research within the School of Medicine. Prior to Johns Hopkins, he earned a B.S. in Chemical Engineering from the University of Maryland, College Park. Dr. Cheong has served on the boards of directors of vTv Therapeutics Inc., a publicly traded biopharmaceutical company, since February 2024, and Istari Oncology, Inc., a private biopharmaceutical company, since December 2018. Dr. Cheong previously served on the board of directors of Talis Biomedical Corporation, a publicly traded company, from June 2020 to June 2022 and from March 2023 to October 2024. |

  7. Board Biographical Information

    | Qualifications We believe that Dr. Cheong is qualified to serve on our Board due to his experience investing in many life sciences companies, and his experience serving on the boards of directors of other public companies in the life sciences industry. |

  8. Board Biographical Information

    | Fred B. Craves, Ph.D. | | | Age: 79 Director Since: July 2016 | Biographical Information Dr. Craves co-founded and served as Chairman of the Board of Madrigal from its inception in September 2011 through the merger involving Synta Pharmaceuticals Corp., which resulted in Madrigal becoming a public company in July 2016. Dr. Craves is a co-founder of Bay City Capital. In the course of his career, Dr. Craves has founded and managed several biotechnology companies. Dr. Craves previously served on the boards of directors of several privately held and publicly held companies. Dr. Craves currently serves as a member of the board of directors of Synchronicity Pharma, Inc. and IMIDomics, Inc., each a privately held life-science company. During the past five years, Dr. Craves served as a member of the board of directors of Dermira, Inc., KBP Pharmaceuticals, Inc. and Twist Bioscience, Inc., each a publicly held life science company. Dr. Craves earned a B.S. in biology from Georgetown University, an M.S. in biochemical pharmacology from Wayne State University and a Ph.D. in pharmacology and experimental toxicology from the University of California, San Francisco. |

  9. Board Biographical Information

    | Qualifications We believe that Dr. Craves is qualified to serve on our Board due to his extensive experience with founding, managing and serving on the boards of directors of life sciences companies, both public and private, and his extensive knowledge of the life sciences industry. |

  10. Board Biographical Information

    | James M. Daly | | | Age: 63 Director Since: June 2019 | Biographical Information Mr. Daly has over 30 years of experience leading U.S. and global businesses in the biopharmaceutical industry. Mr. Daly served as Executive Vice President and Chief Commercial Officer at Incyte, a publicly traded biopharmaceutical company, from 2012 to 2015. Previously, Mr. Daly worked for Amgen, Inc. (“Amgen”) and held various leadership positions over a ten-year period, including his most recent role at Amgen as Senior Vice President, North America Commercial Operations, Global Marketing and Commercial Development. Earlier in his career, Mr. Daly spent over 16 years with Glaxo Wellcome/ GlaxoSmithKline, where he held roles of increasing responsibility, including his most recent role as Senior Vice President, General Manager of the Respiratory and Anti-Infective Business Unit. Mr. Daly has served on the boards of directors of Acadia since January 2016 and argenx SE since May 2018, each a publicly traded company. He previously served on the boards of directors of Chimerix, Inc., a publicly traded company, from June 2014 to June 2020 and Bellicum Pharmaceuticals, Inc., a publicly traded company, from May 2016 to June 2023. Mr. Daly earned a B.S. in Pharmacy and an M.B.A. from the University at Buffalo, The State University of New York. |

  11. Board Biographical Information

    | Qualifications We believe that Mr. Daly is qualified to serve on our Board due to his extensive experience as a pharmaceutical executive leading major commercialization programs and his extensive experience as a director of public biopharmaceutical companies. |

  12. Board Biographical Information

    | Jacqualyn A. Fouse, Ph.D. | | | Age: 63 Director Since: March 2025 | Biographical Information Dr. Fouse served as Chief Executive Officer of Agios Pharmaceuticals, Inc. (“Agios”), a publicly traded biopharmaceutical company, from February 2019 until she retired from this position in August 2022. Prior to Agios, Dr. Fouse served as Executive Chair of Dermavant Sciences, Inc., a biopharmaceutical company, from July 2017 to September 2018. From September 2010 to June 2017, Dr. Fouse served in various capacities at Celgene Corporation (“Celgene”), a biopharmaceutical company, serving as Strategic Advisor to the Management Executive Committee from April 2017 to June 2017, President and Chief Operating Officer from March 2016 to March 2017, President, Hematology and Oncology from August 2014 to February 2016, Executive Vice President and Chief Financial Officer from February 2012 to July 2014, and Senior Vice President and Chief Financial Officer from September 2010 to February 2012. Prior to joining Celgene, Dr. Fouse served as Chief Financial Officer of Bunge Limited, a global agribusiness and food company, from July 2007 to September 2010. Prior to joining Bunge Limited, Dr. Fouse served as Senior Vice President, Chief Financial Officer and Corporate Strategy at Alcon Laboratories, Inc. from 2006 to 207, and as its Senior Vice President and Chief Financial Officer from 2002 to 2006. Prior to her time with Alcon, Dr. Fouse held a variety of senior leadership roles with international companies in Europe, including Swiss International Air Lines AG and Nestle S.A. Dr. Fouse has served as a member of the board of directors of Incyte since 2017 and has served as the chair of the Agios board of directors since August 2022. Dr. Fouse earned a B.A. and M.A. in Economics and a Ph.D. in Finance from The University of Texas at Arlington. |

  13. Board Biographical Information

    | Qualifications We believe that Dr. Fouse is qualified to serve on our Board due to her significant executive leadership, corporate finance, financial reporting and accounting expertise. Additionally, Dr. Fouse is able to provide diverse and valuable corporate governance, management, operational and strategic expertise to the Board through her experience as an executive officer and a public company board member. |

  14. Board Biographical Information

    | Paul A. Friedman, M.D. | | | Age: 82 Director Since: July 2016 | Biographical Information Dr. Friedman served as our Chairman and Chief Executive Officer from 2016 through September 2023 when he retired from this role. Dr. Friedman served as the Chief Executive Officer of Incyte from November 2001 to January 2014. From 1994-1998, Dr. Friedman served as President of Research & Development for the DuPont-Merck Pharmaceutical Company and as President of DuPont Pharmaceuticals Research Laboratories, a wholly owned subsidiary of the DuPont Company (collectively, “DuPont”) from 1998 to 2001. From 1991 to 1994, Dr. Friedman served as Senior Vice President at Merck Research Laboratories (“Merck”). Prior to his tenures at Merck and DuPont, Dr. Friedman was an Associate Professor of Medicine and Pharmacology at Harvard Medical School. Dr. Friedman is a diplomat of the American Board of Internal Medicine and a member of the American Society of Clinical Investigation. Dr. Friedman has served on the board of directors of Prelude as non-executive Chairman since July 2016. He also previously served on the boards of directors of Incyte from November 2001 to May 2021 and Alexion Pharmaceuticals, Inc. from September 2017 until its acquisition by AstraZeneca in July 2021. Dr. Friedman received his A.B. in Biology from Princeton University and his M.D. from Harvard Medical School. Dr. Friedman and Dr. Taub, our Senior Scientific and Medical Advisor and former Chief Medical Officer, President, Research & Development, and a director, are married. |

  15. Board Biographical Information

    | Qualifications We believe that Dr. Friedman is qualified to serve on our Board due to his extensive experience in the biopharmaceutical industry; deep experience in research and both early- and late-stage clinical development; extensive experience building and leading R&D organizations, expanding company pipelines of assets, and overseeing the commercial development of innovative therapeutic products across a range of areas; and valuable perspectives to the Board as our former Chief Executive Officer. |

  16. Board Biographical Information

    | Richard S. Levy, M.D. | | | Age: 67 Director Since: August 2016 | Biographical Information From December 2016 to May 2019, Dr. Levy was a part-time Senior Advisor for BBA. Dr. Levy served as Executive Vice President and Chief Drug Development Officer at Incyte from January 2009 until his retirement in April 2016, and as Senior Vice President of Drug Development at Incyte from August 2003 to January 2009. Prior to joining Incyte, Dr. Levy served as Vice President, Biologic Therapies, at Celgene from 2002 to 2003. From 1997 to 2002, Dr. Levy served in various executive positions with DuPont, first as Vice President, Regulatory Affairs and Pharmacovigilence, and thereafter as Vice President, Medical and Commercial Strategy. Dr. Levy served at Novartis AG (“Novartis”), and its predecessor company Sandoz, from 1991 to 1997 in positions of increasing responsibility in clinical research and regulatory affairs. Dr. Levy has more than 30 years of experience in the pharmaceutical and biotechnology industries, has extensive clinical research, regulatory and product development skills and has worked in multiple therapeutic areas. Prior to joining the pharmaceutical industry, Dr. Levy served as an Assistant Professor of Medicine at the UCLA School of Medicine. Dr. Levy has served on the boards of directors of ProTara Therapeutics, Inc. since December 2019, Kodiak Sciences, Inc. since May 2018 and Kiniksa Pharmaceuticals, Ltd. since March 2019, each of which is a publicly traded biopharmaceutical company. Dr. Levy previously served on the board of directors of Constellation Pharmaceuticals Inc., a publicly traded biopharmaceutical company, from April 2020 until it was acquired by MorphoSys AG in July 2021. Dr. Levy is Board Certified in Internal Medicine and Gastroenterology and received his A.B. in Biology from Brown University, his M.D. from the University of Pennsylvania School of Medicine, and completed his training in Internal Medicine at the Hospital of the University of Pennsylvania and a fellowship in Gastroenterology and Hepatology at UCLA. |

  17. Board Biographical Information

    | Qualifications We believe that Dr. Levy is qualified to serve on our Board due to his extensive and diverse experience in the pharmaceutical and biotechnology industries. |

  18. Board Biographical Information

    | Bill Sibold | | | Age: 58 Director Since: September 2023 | Biographical Information Mr. Sibold has served as our President and Chief Executive Officer since September 2023. Mr. Sibold has more than 30 years of experience in the biopharmaceutical industry. From 2017 to September 2023, Mr. Sibold served as Executive Vice President, Specialty Care of Sanofi and President, Sanofi North America, where he led a global organization of approximately 10,000 employees across five specialty therapeutic areas and served as a member of the Sanofi Executive Committee. From 2015 to 2017, Mr. Sibold served as Senior Vice President, Global Franchise Head, Multiple Sclerosis, Oncology & Immunology, Sanofi Genzyme. Mr. Sibold first joined Sanofi Specialty Care in 2011 as Global Franchise Head Multiple Sclerosis. Previously, Mr. Sibold served as Chief Commercial Officer of Avanir Pharmaceuticals, Inc., President and CEO of Lycera Corp., and Senior Vice President, U.S. Commercial for Biogen. Mr. Sibold holds a B.A. in Molecular Biophysics and Biochemistry from Yale University and an M.B.A. from Harvard Business School. |

  19. Board Biographical Information

    | Qualifications We believe that Mr. Sibold is qualified to serve on our Board due to his extensive operating, commercial, transactional and senior management experience as a pharmaceutical executive leading major commercialization programs at pharmaceutical and biotechnology companies. |

  20. Board Biographical Information

    | Rebecca Taub, M.D. | | | Age: 73 Director Since: July 2016 | Biographical Information Dr. Taub serves as our Senior Scientific and Medical Advisor. Dr. Taub served as our President, Research & Development from June 2019 and as our Chief Medical Officer from July 2016 until April 2025. Dr. Taub also previously served as our Executive Vice President, Research & Development, from July 2016 through June 2019 and as our Chief Executive Officer from September 2011 to July 2016. Prior to joining us, Dr. Taub served as Senior Vice President, Research and Development of VIA Pharmaceuticals, Inc. from 2008 to 2011 and as Vice President, Research, Metabolic Diseases at F. Hoffmann-La Roche AG from 2004 to 2008. In those positions, Dr. Taub oversaw clinical development and drug discovery programs in cardiovascular and metabolic diseases, including the conduct of a series of Phase 1 and 2 proof of concept clinical trials. From 2000 through 2003, Dr. Taub worked at Bristol-Myers Squibb Company and DuPont, in a variety of positions, including as Executive Director of CNS and metabolic diseases research at each company. Before becoming a pharmaceutical executive, Dr. Taub was a tenured Professor of Genetics and Medicine at the University of Pennsylvania, and remains an adjunct professor. Dr. Taub is the author of more than 120 research articles. Before joining the faculty of the University of Pennsylvania, Dr. Taub served as an Assistant Professor at the Joslin Diabetes Center of Harvard Medical School, Harvard University and an associate investigator with the Howard Hughes Medical Institute. Dr. Taub has served on the board of directors of BriaCell Therapeutics Corp., a publicly traded immuno-oncology biotechnology company, since March 2019. Dr. Taub received her M.D. from Yale University School of Medicine and B.A. from Yale College. Dr. Taub and Dr. Friedman, our former Chief Executive Officer and Chairman and a current board member, are married. |

  21. Board Biographical Information

    | Qualifications We believe that Dr. Taub is qualified to serve on our Board due to her experience as our Chief Medical Officer and President, Research and Development, and due to her extensive experience as a pharmaceutical executive leading major development programs in MASH. |

  22. Board Biographical Information

    Director Independence Our Board has reviewed the materiality of any relationship that each of our directors has with our company, either directly or indirectly. Based on this review, our Board has determined that each of its current and nominated directors is independent under applicable listing standards of the Nasdaq Stock Market LLC (“Nasdaq”), other than Mr. Sibold, who is our President and Chief Executive Officer, Dr. Taub, who recently served as our Chief Medical Officer and President, Research & Development and Dr. Friedman, who served as our Chief Executive Officer through September 2023. The remaining seven Board members satisfy Nasdaq independence requirements, which includes Mr. Baker, Mr. Bate, Dr. Cheong, Dr. Craves, Mr. Daly, Dr. Fouse and Dr. Levy. Committees of the Board and Meetings

  23. Procedure for Recommendations by Stockholders of Director Nominees

    Procedure for Recommendations by Stockholders of Director Nominees The Nominating and Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third-party search firms or other appropriate sources. Our Nominating and Governance Committee will consider a recommended director nominee from any stockholder or group of affiliated stockholders if such recommending stockholder or group of affiliated stockholders has held at least five percent of our common stock for at least one year as of the date that the recommendation was made. Stockholder recommendations for proposed director nominees must be in writing addressed to the Nominating and Governance Committee, c/o the Secretary of the Company, at Four Tower Bridge, 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania 19428. The recommendation must be accompanied by information concerning the recommending stockholder, including such recommending stockholder’s name, contact information and number of shares owned by such stockholder, among other information, as described in further detail the charter of our Nominating and Governance Committee. The recommendation must also be accompanied by the information concerning the proposed director nominee, including such director nominee’s qualifications to serve on our Board and consent to serve on our Board if elected, among other information, as described in further detail in the charter of our Nominating and Governance Committee, and must comply with the timing and notice requirements set forth in our bylaws, as described in the section titled “Stockholder Proposals at Future Annual Meetings” on page 76 of this proxy statement.

  24. 2024 Long-Term Incentive (“LTI”) Structure Evolution and Overview

    2024 Long-Term Incentive (“LTI”) Structure Evolution and Overview We evolved our long-term equity incentive program in 2024 to provide a mix of time-based restricted stock units (“RSUs”), stock options, and performance-based restricted stock units (“PSUs”), with each comprising one-third of the total award mix. The Compensation Committee determined that this mix of equity compensation was the most appropriate award approach for fiscal year 2024 to address our continued maturity as we transition to commercialization, motivate our executive officers and align executive performance with interests of stockholders. * Linear interpolation will be applied to determine the payout between the minimum and target performance levels and the target and maximum performance levels. Compensation-Setting Process The Compensation Committee assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of our compensation plans, policies and programs, especially those regarding executive compensation and employee benefits. The Compensation Committee reviews executive compensation annually to evaluate whether each compensation component and overall total compensation continue to align with our overall compensation philosophy. As part of this process, our Chief Executive Officer makes recommendations to the Compensation Committee with respect to the compensation levels for individual executives other than himself. The Compensation Committee reviews this information and adjusts or approves the recommendations as appropriate. In making its compensation determination for each NEO, the Compensation Committee considers a number of factors, including: • recent corporate performance; • market data regarding executive compensation at comparable companies; • individual performance, leadership and contributions to our business and strategic performance; and • changes in the scope or breadth of an executive officer’s role or responsibilities. Beginning in 2016, the Compensation Committee has retained the services of Compensia as a compensation consultant. Compensia assists the Compensation Committee in defining the appropriate peer companies for executive compensation and practices and in measuring our executive compensation program against the peer group. The Compensation Committee uses the information obtained from Compensia primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Compensation Committee also uses information obtained from Compensia to review our cash bonus policy, equity awards, and base salary benchmarks across all levels of the Company. The Compensation Committee determined that Compensia was independent pursuant to SEC rules and the corporate governance rules of Nasdaq and concluded that no conflict of interest exists that would prevent Compensia from independently representing the Compensation Committee.

  25. Comparative Analysis

    Comparative Analysis For purposes of measuring the competitive positioning of our compensation packages, the Compensation Committee assesses our compensation practices and total direct compensation, including base salary, cash incentives and equity-based incentives, as compared to those of our peer group. The Compensation Committee, with input from Compensia, selects peer companies using the following primary criteria: publicly held pre-commercial or early-commercial United States biotechnology or pharmaceutical companies; companies that fall within a specific market capitalization range relative to our market capitalization at the time of the peer evaluation; and companies with revenues of not more than $1 billion to provide for an appropriate number of potential peers. Because the biotechnology industry is a dynamic industry, the Compensation Committee annually reviews and, if necessary makes updates to, our peer group to ensure that the companies included continue to meet the established criteria. Following positive topline data readouts and a significant increase in our market capitalization in late 2022, in September 2023 the Compensation Committee made significant changes to the peer group to be used for 2024 compensation decisions to reflect our increased size. The selected companies had market capitalizations between $1 billion and $12 billion and generally had revenues of less than $500 million. The Compensation Committee determined that Agios Pharmaceuticals, Cara Therapeutics, Cytokinetics, FibroGen, Global Blood Therapeutics, IVERIC bio, REGENXBIO and Travere Therapeutics were no longer appropriate peers based on their low market capitalization relative to our criteria. The following peer group was used in connection with compensation decisions made by the Compensation Committee in January 2024 relating to base salary adjustments, target annual incentive adjustments, and annual LTI awards.

  26. Comparative Analysis

    | 2024 Peer Group | | | | ACADIA Pharmaceuticals | Corcept Therapeutics | Intra-Cellular Therapies | | Amicus Therapeutics | Denali Therapeutics | Ionis Pharmaceuticals | | Apellis Pharmaceuticals | Halozyme Therapeutics | Krystal Biotech | | Arrowhead Pharmaceuticals | Harmony Biosciences Holdings | Miriati Therapeutics | | Axsome Therapeutics | ImmunoGen | Reata Pharmaceuticals | | Blueprint Medicines | Insmed | Ultragenyx Pharmaceutical | | BridgeBio Pharma | | |

  27. Elements of Compensation

    (1) Salary increases became effective as of March 1, 2024. (2) Represents Ms. Kelley’s annual base salary following her promotion to Chief Legal Counsel in August 2024. See the section titled “Executive Officer and Director Compensation—Summary Compensation Table” on page 46 of this proxy statement for actual salary earned during 2024. Annual Cash Incentive Award The annual cash incentive award each NEO is eligible to receive is determined based on an assessment of individual performance and achievement of pre-established objectives, including R&D, commercial development, and finance and corporate development goals. Each NEO’s target award opportunity is established taking into consideration the factors described above. The Compensation Committee determined that no change was needed to Mr. Sibold’s or Dr. Taub’s target award opportunity, and determined to increase incrementally the target award opportunities for Ms. Huntsman, Mr. Lynch and Mr. Howarth to ensure continued competitiveness as we transitioned to a commercial stage organization. Our 2024 performance objectives, achievement outcomes and the performance weighting for each goal are outlined below. For each objective, the Compensation Committee, after taking into consideration input from our senior management team, established threshold, target and maximum levels of performance for the year, with target performance across all metrics resulting in payout at 100% of target bonus amounts. Overall, achievement of all objectives at a threshold level of performance would have resulted in payout at 56.25% of target and achievement at a maximum level of performance would have resulted in payout at 180% of target.

  28. Elements of Compensation

    | Corporate Performance Objectives | Percentage of Overall Objectives at Target | Percentage Achievement of Objectives (Overall Payout 0%-180%) | Achievement of Objectives | | Research and Development Objectives | | | | | FDA Approval | 25.33% | 37.5% | ▪ FDA approval received on March 14, 2024, ahead of target, with favorable label | | Study Enrollment | 12.33% | 18.0% | ▪ Exceeded enrollment target for MAESTRO NASH OUTCOMES trial, with 845 patients enrolled by October 2024 | | Commercial Objectives | | | | | Resmetirom launch | 20.33% | 43.4% | ▪ Achieved exceptional results through the first nine months of launch, culminating in $180.1 million of net revenue for the year ended December 31, 2024 | | Market Access | 5.33% | 7.5% | ▪ As of September 30, 2024, coverage for Rezdiffra was in place for more than 80% of commercial lives covered by health insurance in the United States, one quarter ahead of target | | Sales | 10.33% | 10.5% | ▪ Exceeded internal sales targets | | Medical Affairs | 5.33% | 7.5% | ▪ Obtained significant awareness for Rezdiffra in the medical community | | Corporate Objectives | | | | | Financing | 5.33% | 7.5% | ▪ Raised $690 million in gross proceeds from successful upsized financing | | Pipeline Expansion | 10.33% | 2.6% | ▪ Evaluation and due diligence of multiple programs | | Intellectual Property | 5.33% | 7.5% | ▪ Prosecuted several patents directed to resmetirom | | Total Payout | 100% | 142.0% | |

  29. Elements of Compensation

    | Name | Target Cash Bonus Percentage (% of base salary) | Target Award for 2024($)(1) | Actual Award Paid for 2024($) | | Bill Sibold | 75% | 669,375 | 950,513 | | Mardi Dier(2) | 45% | 208,955 | 296,716 | | Rebecca Taub, M.D. | 50% | 300,000 | 426,000 | | Carole Huntsman | 45% | 236,250 | 335,475 | | Shannon Kelley(3) | 45% | 229,525 | 325,925 | | Brian J. Lynch(4) | 45% | 238,500 | 238,500 | | Alex Howarth(4) | 45% | 236,250 | 236,250 |

  30. Elements of Compensation

    (1) Target bonuses are based on 2024 base salaries as described in the section titled “Base Salary” on page 37 of this proxy statement assuming any salary increases were effective as of January 1, 2024. (2) Reflects target bonus established upon joining us in February 2024. Ms. Dier’s bonus for 2024 was prorated based on her start date on February 27, 2024. Ms. Dier assumed the role of Chief Financial Officer on March 11, 2024. (3) Ms. Kelley’s bonus for 2024 was prorated based on her start date with us on January 8, 2024. The amount reported for Ms. Kelley represents her bonus established upon her promotion to Chief Legal Counsel on August 5, 2024. (4) Mr. Lynch’s and Mr. Howarth’s employment terminated during 2024 and they were not eligible to receive an annual incentive bonus for 2024. However, pursuant to the terms of their separation agreements with us, each of Mr. Lynch and Mr. Howarth received an amount equal to his target bonus for 2024 as part of his severance payments. Long-Term Incentives We believe that long-term incentives in the form of equity-based awards are critical to meeting the following objectives: • focus all employees, including our NEOs, on our long-term performance by aligning their interests with those of our stockholders; • retain our key employees and executives and maintain management continuity through longer-term vesting of our equity-based awards; and • promote an ownership culture through participation in equity-based compensation programs. We typically grant initial equity awards to new employees, including our executive officers, and annual equity grants as part of our overall compensation program. The timing of annual equity grants has been generally consistent, with a first quarter grant each year approved at a regularly scheduled meeting of our Compensation Committee. It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. There were not any stock options granted to the Company’s NEOs in 2024 during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or the filing or furnishing of any Current Reports on Form 8-K that disclosed material nonpublic information. We continued to evolve our LTI structure in 2024 with the introduction of PSUs that are earned based on our TSR relative to the Nasdaq Biotechnology Index. In determining our award mix for 2024, the Compensation Committee considered how best to balance our retention and incentive objectives in alignment with our compensation philosophy while ensuring program durability across market conditions as we mature and our products enter commercialization. The Compensation Committee determined that an equal mix of RSUs, stock options and PSUs best met these objectives. The determination of the annual grant value levels is a function of a number of factors considered by the Compensation Committee, including in particular for 2024 the value and mix of equity awards granted in 2023, the significance of each individual’s contributions to our successful execution of our strategy and reaching our clinical milestones as we transition to a commercial-stage organization, the need to incentivize our executive team to continue to execute on our clinical roadmap and achieve FDA approval, and market competitiveness. Accordingly, in January 2024, at a regularly scheduled meeting, the Compensation Committee approved annual equity award grants to NEOs serving at the time, as set forth below. Separately, Ms. Dier was granted equity awards when she joined us in March 2024 and Ms. Kelley was granted equity awards when she joined us in January 2024 and in August 2024 when she was promoted to Chief Legal Counsel.

  31. Elements of Compensation

    | | PSUs | | Stock Options | | RSUs | | Total Target LTI Value ($000s) | | | Grant (#) | Value ($000s)(1) | Grant (#) | Value ($000s) | Grant (#) | Value ($000s) | | | Bill Sibold | 12,250 | 2,805 | 18,459 | 2,805 | 12,250 | 2,805 | 8,415 | | Mardi Dier(2) | 8,875 | 2,233 | 13,353 | 2,233 | 8,875 | 2,233 | 6,699 | | Rebecca Taub | 5,786 | 1,325 | 8,718 | 1,325 | 5,786 | 1,325 | 3,975 | | Carole Huntsman | 3,639 | 833 | 5,483 | 833 | 3,639 | 833 | 2,499 | | Shannon Kelley(3) | — | — | 11,989 | 1,950 | 7,982 | 1,950 | 3,900 | | Brian Lynch(4) | 3,639 | 833 | 5,483 | 833 | 3,639 | 833 | 2,499 | | Alex Howarth(4) | 4,803 | 1,100 | 7,238 | 1,100 | 4,803 | 1,100 | 3,300 |

  32. Elements of Compensation

    (1) Represents the target value of PSU awards approved by our Compensation Committee. See the section titled “Executive Officer and Director Compensation—Summary Compensation Table” on page 46 of this proxy statement for the grant date fair value of these awards, calculated in accordance with applicable accounting rules. (2) Represents Ms. Dier’s new hire award granted in March 2024. (3) Includes stock options and RSUs granted upon hire in January 2024 and stock options and RSUs granted in connection with Ms. Kelley’s promotion to Chief Legal Counsel in August 2024. Due to the timing of her promotion, Ms. Kelley did not receive PSUs during 2024. Ms. Kelley will participate in our LTI program on the same basis as all other NEOs for 2025. (4) Mr. Howarth ceased serving as Chief Financial Officer effective March 11, 2024 and Mr. Lynch ceased serving as General Counsel effective March 19, 2024. Messrs. Howarth and Lynch departed the Company on May 31, 2024 following a transitional period, during which each served as a senior advisor to facilitate a smooth succession process. In connection with their respective terminations without cause, each was entitled to accelerated vesting of stock options and RSUs that would have otherwise vested over the 12 months following the date of termination of their employment. The remaining stock options and RSUs and all PSUs that were granted in January 2024 were forfeited upon their respective terminations of employment. In-Cycle CEO PSUs Granted in 2023 In connection with his hiring in September 2023, Mr. Sibold received a PSU award that can be earned at an amount ranging from 0% to 300% of target based on achievement of three significant sustained stock price appreciation hurdles over a five-year period. On February 27, 2025, one of the stock price appreciation hurdles was achieved and Mr. Sibold earned 50,000 shares of common stock. The PSU awards are settled on an extended basis, notwithstanding the date of achievement of the stock price hurdles, pursuant to a vesting schedule that occurs over the fourth to sixth anniversaries of Mr. Sibold’s start date. The common stock earned by Mr. Sibold in February 2025 will settle on September 8, 2027, the fourth anniversary of his start date with us. Executive Transitions During 2024 Following Mr. Sibold’s appointment as President and CEO in September 2023 to lead us as a commercial-stage organization during our next phase of growth, we made additional adjustments to our broader leadership team, resulting in the departures of Mr. Howarth and Mr. Lynch during 2024 and the additions of Ms. Dier and Ms. Kelley.

  33. Appointment and Promotion of Ms. Kelley

    Appointment and Promotion of Ms. Kelley Ms. Kelley joined us in January 2024 as Chief Compliance Officer and was subsequently promoted to Chief Legal Counsel, effective August 5, 2024. In connection with her promotion, Ms. Kelley received the compensation and benefits as outlined elsewhere in this CD&A. In summary, she received: (i) an annual base salary of $520,000, (ii) a target annual bonus opportunity equal to 45% of her annual base salary (prorated for 2024), and (iii) promotion equity awards with a target value of approximately $2,550,000, consisting of an approximately equal mix of stock options and RSUs. In addition, in connection with her hire in January 2024, Ms. Kelley received new hire equity awards with a target value of approximately $1,350,000, consisting of an approximately equal mix of stock options and RSUs. Given the timing of Ms. Kelley’s promotion, she did not receive PSUs during 2024, but will receive PSUs going forward on the same basis as other executive officers. In addition, Ms. Kelley entered into a severance and change of control agreement, as described in the section titled “Employment, Severance and Change of Control Arrangements” on page 56 of this proxy statement.

  34. Termination of Mr. Howarth’s Employment

    Termination of Mr. Howarth’s Employment Mr. Howarth’s departure qualified as a termination without cause under his pre-existing employment and severance arrangements with us, and entitled him to receive (i) payment of his base salary and target bonus for 2024, payable in 12 monthly installments; (ii) accelerated vesting of stock options to purchase 31,012 shares of common stock and 4,952 RSUs that, in each case, would have otherwise vested during the 12 months following the date of termination of his employment, and the ability to exercise certain of these accelerated stock options through November 30, 2024; and (iii) continuation of health benefits for up to 12 months. Receipt of such payments and benefits was subject to the reaffirmation by Mr. Howarth of his confidentiality obligations to us and other restrictive covenants and execution of a general release of claims by Mr. Howarth.

  35. Severance and Change of Control Agreements

    Severance and Change of Control Agreements We have entered into agreements with each of our NEOs that provide financial protection against the potential loss of employment in designated circumstances, and which the Compensation Committee believes will allow the NEOs to focus attention on the best interests of the stockholders, without undue concern as to the executive’s own financial interests. These agreements do not contain a tax gross-up provision. A summary of the material terms of these agreements may be found in this proxy statement in the section titled “Employment, Severance and Change in Control Arrangements” on page 56 of this proxy statement.

  36. CMO Transition

    CMO Transition In April 2025, we entered into a Letter Agreement with Dr. Taub pursuant to which Dr. Taub transitioned from her role as our Chief Medical Officer and President of Research and Development to a new role as our Senior Scientific and Medical Advisor through December 31, 2025 (the “End Date”). During this period, Dr. Taub will offer transition support, as well as provide scientific and medical guidance for our programs for metabolic dysfunction-associated steatohepatitis. Dr. Taub will continue to serve on our Board. Pursuant to the Letter Agreement, Dr. Taub will continue to receive her 2025 base salary of $621,000 through the End Date, which may be mutually extended by us and Dr. Taub. Dr. Taub is also eligible to receive an annual performance-based cash bonus for 2025, with a target bonus opportunity equal to 50% of her annual base salary, subject to her continued employment with the Company as of the End Date. In addition, we entered into a Severance and Change of Control Agreement with Dr. Taub (the “Severance and Change of Control Agreement”), consistent with our other executives. Pursuant to the Severance and Change of Control Agreement, Dr. Taub will be entitled to the following severance benefits, subject to the execution of a general release of claims, if (i) her employment is terminated by us other than for “cause” (as defined in the Severance and Change of Control Agreement) or (ii) she terminates her employment for “good reason” (as defined in the Severance and Change of Control Agreement) (each a “Qualifying Separation”): (a) continuation of payment of her then-current annual base salary for a twelve-month period; (b) a separation bonus in an amount equal to the target annual bonus for the year in which she receives the continuation of her salary, payable in twelve monthly installments; (c) full acceleration of vesting of any and all equity awards outstanding immediately prior to the termination; and (d) continuation of health benefits for twelve months. Dr. Taub will be entitled to these same severance benefits (paid in lump sum rather than over a twelve-month period) if such Qualifying Separation occurs within a period of one year following a “change of control” (as defined in the Severance and Change of Control Agreement). Dr. Taub will be entitled to the foregoing separation benefits if her employment is not extended beyond the End Date. Clawback Policies In November 2023, as required by the Dodd-Frank Act and corresponding Nasdaq listing standards, the Board adopted a compensation recovery, or “clawback,” policy, which provides that, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, we are required to recover (subject to certain limited exceptions described in the clawback policy and as permitted under Nasdaq listing rules) any cash or equity incentive compensation received by any current or former executive officer in the three years prior to the date we are required to restate our financial statements that is in excess of the amount that would have been received based on the restated financial statements. In addition, in April 2024, the Board adopted a supplemental compensation recovery policy that provides that the Compensation Committee may, in its sole discretion, seek recovery from executive officers of annual and LTI compensation (including annual cash incentive bonuses, stock options and time-based and performance-based equity awards) if the Compensation Committee determines that the executive officer knowingly, intentionally or recklessly engaged in serious misconduct that results in a material violation of the law, our Corporate Code of Conduct and Ethics (or any successor or replacement code of conduct for employees) or a significant ethics or compliance policy of the Company. Advisory Vote on Executive Compensation The Board and the Compensation Committee review the results of our annual say-on-pay vote in the context of our overall compensation philosophy and programs and other relevant competitive, incentive and market developments affecting executive officer compensation in order to assess the need for changes to our executive compensation programs and policies. At our 2024 Annual Meeting of Stockholders, we conducted an advisory vote on executive compensation. Approximately 95% of the votes cast on this advisory vote proposal were in favor of our NEO compensation as disclosed in last year’s proxy statement. The Board and the Compensation Committee believe that the stockholders, through this advisory vote, endorsed our compensation philosophies and, thus, we maintained the basic structure and design of our executive compensation programs and policies but made certain enhancements including, the introduction of PSUs for all executive officers that are earned based on our TSR relative to the companies in the Nasdaq Biotechnology Index over a three-year performance period and the adoption of a supplemental compensation recovery policy that allows us to recoup incentive-based compensation in the event of misconduct. Executive Compensation and Risk-Taking As part of the Compensation Committee’s review of our executive compensation program and the compensation programs generally available to our employees, the Compensation Committee considers potential risks arising from our compensation programs and the management of these risks. We have sought to align the equity and cash components of our executive compensation program with industry peers in order to offer compensation packages that enable us to attract and retain talented executive officers. The Compensation Committee continues to evaluate the relative importance of equity and cash components of total compensation. We do not believe that our executive compensation program encourages excessive risk-taking by our executive officers. For example, long-term equity awards tied to the value of our common stock represent a significant component of an executive officer’s total direct compensation. LTI awards promote a long-term commonality of interest between our executive officers and our stockholders in sustaining and increasing stockholder value. Because the equity awards are typically made on an annual basis to our executive officers, vested and unvested awards that are outstanding can decrease in value or have no value in the event of stock price declines. Thus, our executive compensation program is not heavily weighted toward short-term incentives, and we have taken what we believe are reasonable steps to protect against the potential of disproportionately large short-term incentives that might encourage excessive risk taking. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2024, 2023, and 2022, the compensation awarded to or earned by our NEOs.

  37. CMO Transition

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Bill Sibold President and Chief Executive Officer(4) | 2024 | 889,583 | — | 7,558,495 | 2,805,309 | 950,513 | 10,350 | 12,214,250 | | | 2023 | 275,400 | 520,000 | 31,205,000 | — | 268,000 | — | 32,268,400 | | Mardi Dier Executive Vice President and Chief Financial Officer(5) | 2024 | 464,679 | — | 5,676,894 | 2,233,273 | 296,716 | 80,350 | 8,751,912 | | Rebecca Taub, M.D. Senior Scientific and Medical Advisor and Former President, Research & Development and Chief Medical Officer | 2024 | 596,209 | — | 3,570,078 | 1,324,919 | 426,000 | 50,000 | 5,967,206 | | | 2023 | 574,108 | — | 5,999,900 | — | 354,000 | — | 6,928,008 | | | 2022 | 535,208 | — | — | 3,725,055 | 404,618 | — | 4,664,881 | | Carole Huntsman Executive Vice President and Chief Commercial Officer(6) | 2024 | 525,000 | — | 2,245,336 | 833,280 | 335,475 | 10,350 | 3,949,441 | | | 2023 | 61,922 | — | 1,488,852 | 1,559,501 | 32,000 | 79 | 3,142,354 | | Shannon Kelley Executive Vice President and Chief Legal Counsel(7) | 2024 | 441,655 | — | 1,949,994 | 1,949,953 | 325,925 | 6,237 | 4,673,764 | | Alex Howarth Former Senior Vice President and Chief Financial Officer | 2024 | 294,547 | — | 2,963,547 | 1,099,996 | — | 884,782 | 5,242,872 | | | 2023 | 498,829 | — | 4,500,000 | — | 246,000 | 17,194 | 5,262,023 | | | 2022 | 465,625 | — | — | 2,725,650 | 281,250 | 10,381 | 3,482,906 | | Brian J. Lynch Former Senior Vice President and General Counsel | 2024 | 380,109 | — | 2,245,336 | 833,280 | — | 792,081 | 4,250,806 | | | 2023 | 501,590 | — | 4,500,000 | — | 247,000 | 17,994 | 5,266,584 | | | 2022 | 467,604 | — | — | 3,994,400 | 282,807 | 13,338 | 4,758,149 |

  38. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our Board approves the form and amount of non-employee director compensation. Our Compensation Committee makes recommendations on the form and amount of non-employee director compensation. In July 2016, we adopted a non-employee director compensation program that became effective upon its adoption, and which has been amended from time to time, as described below.

  39. Policy for Non-Employee Director Equity Awards

    | Name | Fees Earned or Paid in Cash ($) | Equity Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Julian C. Baker | 85,000 | 399,887 | — | 484,887 | | Kenneth M. Bate | 83,500 | 399,887 | — | 483,387 | | Raymond Cheong, Ph.D., M.D. | 84,000 | 399,887 | — | 483,887 | | Fred B. Craves, Ph.D. | 79,000 | 399,887 | — | 478,887 | | James M. Daly | 65,000 | 399,887 | — | 464,887 | | Paul A. Friedman, M.D.(2) | 59,000 | 399,887 | 50,000 | 508,887 | | Richard S. Levy, M.D. | 84,000 | 399,887 | — | 483,887 |

  40. Policy for Non-Employee Director Equity Awards

    (1) Following our 2024 Annual Meeting of Stockholders, each of our non-employee directors received 714 RSUs and a stock option to purchase 1,105 shares of common stock at an exercise price of $280.04 per share on June 25, 2024. The amounts in this column represent the grant date fair value of the equity awards granted to each director in 2024 calculated in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. See our discussion of “Stock-Based Compensation” under Notes 2 and 10 to our audited consolidated financial statements included in the Annual Report for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards. See also our discussion of stock-based compensation under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” of the Annual Report. See the table below under “Director Outstanding Equity Awards” for the outstanding equity awards held by our non-employee directors as of December 31, 2024. The amount reported represents $50,000 paid by us on behalf of Dr. Friedman with respect to a filing made under the Hart-Scott-Rodino Act. Director Outstanding Equity Awards The following table shows the total number of outstanding and vested stock options and RSUs as of December 31, 2024, the last day of our fiscal year.

  41. Policy for Non-Employee Director Equity Awards

    | Name | # of Shares Underlying Outstanding Stock Options | # of RSUs Outstanding | | Julian C. Baker | 1,105 | 714 | | Kenneth M. Bate | 46,575 | 714 | | Raymond Cheong, Ph.D./M.D. | 1,105 | 714 | | Fred B. Craves, Ph.D. | 56,575 | 714 | | James M. Daly | 16,575 | 714 | | Paul A. Friedman, M.D.(1) | 526,961 | 20,715 | | Richard S. Levy, M.D. | 35,575 | 714 |

  42. Policy for Non-Employee Director Equity Awards

    Dr. Friedman served as our CEO until September 8, 2023. Amounts reported herein for Dr. Friedman include equity awards he received while serving as CEO. Dr. Friedman received his first equity award as a non-employee director on June 25, 2024, consistent with other non-employee members of the Board as described above. Compensation Committee Report The Compensation Committee has reviewed and discussed the CD&A as required by Item 402(b) of Regulation S-K, which appears on page 30 of this proxy statement, with our management. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in our proxy statement and incorporated by reference in our Annual Report. MEMBERS OF THE COMPENSATION COMMITTEE: Richard S. Levy, M.D. (Chairman) Kenneth M. Bate Fred B. Craves, Ph.D. Raymond Cheong, Ph.D., M.D. EQUITY COMPENSATION PLAN INFORMATION The following table provides certain aggregate information with respect to our equity compensation plans in effect as of December 31, 2024:

  43. Policy for Non-Employee Director Equity Awards

    | Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | | Equity Compensation Plans Approved by Security Holders(1) | 1,451,813 | $87.03 | 1,205,990 | | Equity Compensation Plans Not Approved by Security Holders(2) | 76,330 | $217.85 | 25,176 | | Total | 1,528,143 | $93.56 | 1,231,166 |

  44. Policy for Non-Employee Director Equity Awards

    (1) These shares relate to those authorized under our 2015 Stock Plan, as amended. These shares relate to those authorized under our 2023 Inducement Plan, which was adopted by the Board on September 8, 2023 without stockholder approval in connection with Nasdaq Listing Rule 5635(c)(4). The purpose of the 2023 Inducement Plan is to enable us to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by us to accept employment and provide them with a proprietary interest in the Company. We intend that the 2023 Inducement Plan be reserved for persons to whom we may issue securities without stockholder approval as an inducement pursuant to Nasdaq rules. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Other than compensation arrangements for our NEOs and directors, and except as disclosed below, there have been no transaction or series of similar transactions, since January 1, 2024, or any currently proposed transactions, to which we were a party or will be a party, in which: • the amounts involved exceeded or will exceed $120,000; and • any of our directors, executive officers or holders of more than five percent of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. Waiver Under 2017 Securities Purchase Agreement Julian C. Baker and Raymond Cheong, Ph.D., M.D., who are members of our Board, are affiliated with BBA. Mr. Baker is a managing member of BBA and Dr. Cheong is a Managing Director of BBA. BBA is a beneficial owner of more than five percent of our capital stock. In connection with the appointment of Mr. Baker and Dr. Cheong to the Board, BBA waived rights under that certain Securities Purchase Agreement, dated June 20, 2017, by and among certain funds affiliated with BBA (the “BBA Investors”) and the other investors party thereto, as amended by Amendments No. 1 and 2 (collectively, the “SPA”), to designate a director to the Board while Mr. Baker or Dr. Cheong are on the Board or to appoint a Board observer subject the SPA, while Mr. Baker or Dr. Cheong are on the Board or serving as a Board observer. March 2024 Public Offering On March 18, 2024, the Company entered into an underwriting agreement related to the public offering (the “2024 Offering”) of 1,096,153 shares of common stock at a price to the public of $260.00 per share and Pre-Funded Warrants to purchase 1,557,692 shares of common stock at a price to the public of $259.9999 per warrant. The 2024 Offering closed on March 21, 2024, and the underwriters’ option to purchase additional shares closed on April 2, 2024. Pursuant to the 2024 Offering, the BBA Investors purchased 1,057,692 Pre-Funded Warrants in the aggregate at the offering price of $259.9999 per warrant, for aggregate consideration of approximately $275.0 million. In addition, funds related to Avoro Capital Advisors LLC (“Avoro”), a beneficial owner of more than five percent of our capital stock, purchased 500,000 Pre-Funded Warrants from the underwriters in the 2024 Offering at the offering price of $259.9999 per warrant, for aggregate consideration of approximately $130.0 million. Policy for Approval of Related Person Transactions Pursuant to the written charter of our Audit Committee, the Audit Committee is responsible for reviewing and approving, prior to our entry into any such transaction, all transactions in which we are a participant and in which any of the following persons has or will have a direct or indirect material interest: • our executive officers; • our directors; • the beneficial owners of more than five percent of our securities; • the immediate family members of any of the foregoing persons; and • any other persons whom the Board determines may be considered related persons. For purposes of these procedures, “immediate family members” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) sharing a household with any executive officer, director or five percent beneficial owner. In reviewing and approving such transactions, the Audit Committee obtains, or directs our management to obtain on the Audit Committee’s behalf, all information that the Audit Committee believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, the Audit Committee holds a discussion of the relevant factors if deemed to be necessary by the Audit Committee prior to approval. If the Audit Committee does not deem a discussion to be necessary, approval of the related person transaction may be given by written consent of the Audit Committee. The Audit Committee’s related person transaction approval authority may also be delegated to the chair of the Audit Committee. No related person transaction may be entered into prior to the completion of the review by the Audit Committee. The Audit Committee or the chair of the Audit Committee, as the case may be, are permitted to approve only those related person transactions that are determined to be in, or not inconsistent with, our best interests and those of our stockholders, taking into account all available facts and circumstances as the Audit Committee or the chair of the Audit Committee determines in good faith to be necessary. The facts and circumstances considered in making a decision will typically include, but are not be limited to, the benefits of the transaction to us; the impact on a director’s independence in the event that the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms of comparable transactions that would be available to unrelated third parties or to employees generally. A member of the Audit Committee is not permitted to participate in any review, consideration or approval of any related person transaction with respect to which the member or any of such member’s immediate family members is the related person. A current copy of the Audit Committee charter is publicly available through the “Investors & Media—Corporate Governance” section of our website at www.madrigalpharma.com. PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors currently consists of ten members, classified into three classes as follows: Paul A. Friedman, M.D., Kenneth M. Bate and James M. Daly are the Class I directors with a term ending at the 2026 Annual Meeting of Stockholders; Bill Sibold, Rebecca Taub, M.D. and Fred B. Craves, Ph.D. are the Class II directors with a term ending at the 2027 Annual Meeting of Stockholders; and Jacqualyn A. Fouse, Ph.D., Richard S. Levy, M.D., Julian C. Baker and Raymond Cheong, Ph.D./M.D. are the Class III directors with a term ending at this year’s Annual Meeting. At each Annual Meeting of Stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring.

  45. Policy for Non-Employee Director Equity Awards

    On April 11, 2025, our Nominating and Governance Committee nominated, and our Board thereafter approved Jacqualyn A. Fouse, Ph.D., Richard S. Levy, M.D., Julian C. Baker and Raymond Cheong, Ph.D., M.D. as Class III director nominees for re-election at the Annual Meeting for a term of three years to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors have been elected and qualified, or until their earlier death, resignation, retirement or removal. Unless authority to vote for any of these nominees is withheld, the shares represented by a validly executed proxy will be voted FOR the re-election of each of Jacqualyn A. Fouse, Ph.D., Richard S. Levy, M.D., Julian C. Baker and Raymond Cheong, Ph.D., M.D. as Class III directors. In the event that any nominee should become unable or unwilling to serve, the shares represented by a validly executed proxy will be voted for the election of such other person as the Board may recommend in such person’s place, unless the Board chooses to reduce the number of directors serving on the Board. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.