DEF 14A of Madrigal Pharmaceuticals, Inc.
Filed Apr 28, 2026 · FY20250001308179-26-000352
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | CEO Pay Ratio | 50 | | Pay Versus Performance | | 52 | | | Financial Measures for 2025 Compensation | 52 | | | Relationship of CAP to Performance Metrics | 54 | | | Tabular List of Performance Measures | 56 | | Employment, Severance and Change of Control Arrangements | | 57 | | | Potential Qualifying Separation and Change of Control Payments | 59 | | Director Compensation | | 60 | | | Director Compensation Tables | 61 | | | Compensation Committee Report | 62 | | Certain Relationships and Related Party Transactions | | 63 | | | | | | | PROPOSAL 3 Ratification of Appointment of Independent Registered Public Accounting Firm | 64 | | | Accounting Fees and Services | 65 | | | Report of the Audit Committee | 66 | | | | | | | PROPOSAL 4 Approval of Madrigal Pharmaceuticals, Inc. 2026 Stock Plan | 67 | | | | | | | PROPOSAL 5 Approval of Madrigal Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan | 74 | | Security Ownership of Certain Beneficial Owners and Management | | 77 | | Other Matters | | 81 | | Proxy Statement | | 82 | | | Questions and Answers about these Proxy Materials and Voting | 82 | | Stockholder Proposals at Future Annual Meetings | | 89 | | Householding of Proxy Materials | | 90 | | Disclosure Regarding Forward-Looking Statements | | 91 | | Madrigal Pharmaceuticals, Inc. 2026 Stock Plan | | 92 | | Madrigal Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan | | 104 |
Overview of Class I Director Nominees and Continuing Directors
Overview of Class I Director Nominees and Continuing Directors
Overview of Class I Director Nominees and Continuing Directors
| Name | Age | Position | Committee Membership | | | | | | | | Audit | Compensation | Nominating and Governance | Science and Technology | | Julian C. Baker | 59 | Independent Chairman of the Board of Directors and Class I Director | | | C | | | Daniel J. Brennan | 60 | Class I Director | C | | | | | Raymond Cheong, M.D., Ph.D. | 44 | Class III Director | | M | M | C | | James M. Daly | 64 | Class I Director | M | | M | | | Jacqualyn A. Fouse, Ph.D. | 64 | Class III Director | M | M | M | | | Richard S. Levy, M.D. | 68 | Class III Director | | C | M | M | | Bill Sibold | 59 | President and Chief Executive Officer and Class II Director | | | | | | Rebecca Taub, M.D. | 74 | Senior Scientific and Medical Advisor and Former President of Research & Development and Chief Medical Officer and Class II Director | | | | |
Overview of Class I Director Nominees and Continuing Directors
M – Member C – Chair
Overview of Class I Director Nominees and Continuing Directors
| | | | | | | | | Composition | | | | | | | | 25% | | women | 62 | average age | | | | | 5 | years average tenure | | 100% | global biotech experience | |
Overview of Class I Director Nominees and Continuing Directors
| 2026 Proxy Statement | 9 |
Executive Compensation Highlights
| | WHAT WE DO | | WHAT WE DON’T DO | | We pay for performance, including having PSUs that are earned based wholly on relative total stockholder return (“rTSR”) for 2024 and 2025 PSUs have a three-year performance period and cliff vest, to the extent earned, after three years 66% of the target equity award value granted to our CEO and other NEOs are in the form of PSUs and stock options Stock option and RSU awards have a minimum vesting period of 12 months with a total vesting period of four years Double-trigger equity vesting in the event of a change-in-control for current executive officers We have compensation recovery policies Our Compensation Committee uses an independent compensation consultant, Compensia, and considers peer groups in establishing executive compensation Anti-hedging and anti-speculation policies in place Our Compensation Committee is comprised of all independent directors We conduct an annual say-on-pay vote We engage with our stockholders regarding our compensation and governance practices We strongly encourage our executive officers and directors to plan any stock trading in advance through the use of 10b5-1 plans | | We do not reprice stock options We do not provide single-trigger equity vesting in the event of a change-in-control for current executive officers We do not provide excessive perquisites for executives We do not provide golden parachute excise tax gross-ups | |
Biographical Information for Board Nominees and Continuing Directors
Biographical Information for Board Nominees and Continuing Directors 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.
Biographical Information for Board Nominees and Continuing Directors
| Julian C. Baker Director Since: June 2023 Age: 59 | | | Biographical Information •Managing Member of Baker Bros. Advisors LP (“BBA”), a biotechnology-focused investment advisor to fund partnerships whose investors are primarily endowments and foundations. •Founded BBA, together with his brother Felix Baker, in 2000. •Portfolio manager at Tisch Financial Management from 1994 to 1999, prior to BBA. •Employed by the private equity investment arm of Credit Suisse First Boston Corporation from 1988 to 1993. •Previously served on the board of directors of Alumis, Inc. from January 2022 to June 2024 and Prelude Therapeutics Inc. (“Prelude”) from January 2021 to June 2025. •Mr. Baker holds an A.B. from Harvard University. Other Company Board Service Mr. Baker serves on the board of directors of the following publicly traded companies: •Incyte Corporation (“Incyte”) since November 2001 •Acadia Pharmaceuticals, Inc. (“Acadia”) since December 2015 •Denali Therapeutics Inc. since June 2025 | 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. |
Biographical Information for Board Nominees and Continuing Directors
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Biographical Information for Board Nominees and Continuing Directors
| Daniel J. Brennan Director Since: August 2025 Age: 60 | | | Biographical Information •Previously served as Executive Vice President and Chief Financial Officer of Boston Scientific Corporation (“Boston Scientific”), a medical device and healthcare technology company, from January 2014 until his retirement in June 2025. •Was responsible for several company functions at Boston Scientific, including global controllership, global internal audit, corporate finance, treasury, corporate tax, investor relations and corporate business development. •Joined Boston Scientific in 1996 and held roles of increasing responsibility within finance. •Previously served on the board of directors of Nuance Corporation from September 2018 until March 2022. •Mr. Brennan holds a B.S. in Finance and Investments and an M.B.A. from Babson College and is also a certified public accountant. Other Company Board Service Mr. Brennan has served on the board of directors of Waters Corporation since November 2022. | Qualifications We believe that Mr. Brennan is qualified to serve on our Board due to his expertise in business development strategies, capital management and financial reporting. |
Biographical Information for Board Nominees and Continuing Directors
| Raymond Cheong, M.D., Ph.D. Director Since: June 2023 Age: 44 | | | Biographical Information •Serves as Managing Director at BBA. •Awarded the Michael A. Shanoff Award for best thesis research within Johns Hopkins University, School of Medicine. •Previously served on the board of directors of Talis Biomedical Corporation from March 2023 to October 2024 and Istari Oncology, Inc. from December 2018 to December 2025. •Dr. Cheong earned his B.S. in Chemical Engineering from the University of Maryland, College Park and completed an M.D. and a Ph.D. in Biomedical Engineering from Johns Hopkins University. Other Company Board Service Dr. Cheong has served on the board of directors of vTv Therapeutics Inc. since February 2024. | 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. |
Biographical Information for Board Nominees and Continuing Directors
| 2026 Proxy Statement | 19 |
Biographical Information for Board Nominees and Continuing Directors
| James M. Daly Director Since: June 2019 Age: 64 | | | Biographical Information •Possesses over 30 years of experience leading U.S. and global businesses in the biopharmaceutical industry. •Served as Executive Vice President and Chief Commercial Officer at Incyte from 2012 until his retirement in 2015. •Held various leadership positions from 2002 to 2011 at Amgen, Inc., including as Senior Vice President, North America Commercial Operations, Global Marketing and Commercial Development. •Spent over 16 years with Glaxo Wellcome/GlaxoSmithKline from 1985 to 2001, where he held roles of increasing responsibility, including as Senior Vice President, General Manager of the Respiratory and Anti-Infective Business Unit. •Previously served on the board of directors of Bellicum Pharmaceuticals, Inc. from May 2016 to May 2022 and Halozyme Therapeutics, Inc. from February 2016 to December 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. Other Company Board Service Mr. Daly serves on the board of directors of the following publicly traded companies: •Acadia since January 2016 •argenx SE since May 2018 •Cytokinetics Inc. since August 2025 | 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. |
Biographical Information for Board Nominees and Continuing Directors
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Biographical Information for Board Nominees and Continuing Directors
| Jacqualyn A. Fouse, Ph.D. Director Since: March 2025 Age: 64 | | | Biographical Information •Previously served as Chief Executive Officer of Agios Pharmaceuticals, Inc. (“Agios”), a publicly traded biopharmaceutical company, from February 2019 until her retirement in August 2022. •Served as Executive Chair of Dermavant Sciences, Inc., a biopharmaceutical company, from July 2017 to September 2018. •Served in various leadership capacities at Celgene Corporation, a biopharmaceutical company, including 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. •Chief Financial Officer of Bunge Limited, a global agribusiness and food company, from July 2007 to September 2010. •Senior Vice President, Chief Financial Officer and Corporate Strategy at Alcon Laboratories, Inc. from 2006 to 2007 and prior to that, held the position of Senior Vice President and Chief Financial Officer. •Held a variety of senior leadership roles with international companies in Europe, including Swiss International Air Lines AG and Nestle S.A. from 2002 to 2006. •Dr. Fouse earned a B.A. and M.A. in Economics and a Ph.D. in Finance from The University of Texas at Arlington. Other Company Board Service Dr. Fouse serves on the board of directors of the following publicly traded companies: •Incyte since November 2017 •Agios since December 2017 | 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. |
Biographical Information for Board Nominees and Continuing Directors
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Biographical Information for Board Nominees and Continuing Directors
| Richard S. Levy, M.D. Director Since: August 2016 Age: 68 | | | Biographical Information •Executive Vice President and Chief Drug Development Officer at Incyte from January 2009 until his retirement in April 2016. Previously served as Senior Vice President of Drug Development at Incyte from August 2003 to January 2009. •Vice President, Biologic Therapies, at Celgene from 2002 to 2003. •Served in various executive positions with DuPont Pharmaceuticals Company (“DuPont”), first as Vice President, Regulatory Affairs and Pharmacovigilance, and thereafter as Vice President, Medical and Commercial Strategy, from 1997 to 2001. •Served in positions of increasing responsibility in clinical research and regulatory affairs at Novartis AG (“Novartis”), and its predecessor company Sandoz, from 1991 to 1997. •Part-time Senior Advisor for BBA, from December 2016 to May 2019. •Board Certified in Internal Medicine and Gastroenterology and served as Assistant Professor of Medicine at the UCLA School of Medicine from 1989 to 1991. •Previously served on the board of directors of Constellation Pharmaceuticals, Inc. from April 2020 to July 2021. •Dr. Levy received his A.B. in Biology from Brown University and 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. Other Company Board Service Dr. Levy serves on the board of directors of the following publicly traded companies: •ProTara Therapeutics, Inc. since December 2019 •Kodiak Sciences, Inc. since May 2018 •Kiniksa Pharmaceuticals, Ltd. since March 2019 | 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. |
Biographical Information for Board Nominees and Continuing Directors
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Biographical Information for Board Nominees and Continuing Directors
| Bill Sibold Director Since: September 2023 Age: 59 | | | Biographical Information •President and Chief Executive Officer of Madrigal since September 2023. •Possesses more than 30 years of experience in the biopharmaceutical industry. •Executive Vice President, Specialty Care of Sanofi, a global pharmaceutical company, 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 2017 to September 2023. •Senior Vice President, Global Franchise Head, Multiple Sclerosis, Oncology & Immunology, Sanofi Genzyme, from 2016 to 2017. •Global Franchise Head Multiple Sclerosis of Sanofi Specialty Care from 2011 to 2016. •Chief Commercial Officer of Avanir Pharmaceuticals, Inc. from April 2011 to November 2011. •President and CEO of Lycera Corp in 2010. •Senior Vice President, U.S. Commercial for Biogen Inc. from 2001 to 2009. •Mr. Sibold holds a B.A. in Molecular Biophysics and Biochemistry from Yale University and an M.B.A. from Harvard Business School. | 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. |
Biographical Information for Board Nominees and Continuing Directors
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Biographical Information for Board Nominees and Continuing Directors
| Rebecca Taub, M.D. Director Since: July 2016 Age: 74 | | | Biographical Information •Served as Chief Medical Officer of Madrigal from July 2016 to April 2025 and as President, Research & Development from June 2019 to April 2025 when she transitioned to a Senior Scientific and Medical Advisor role. •Served as Senior Vice President, Research and Development of VIA Pharmaceuticals, Inc. from 2008 to 2011 and Vice President, Research, Metabolic Diseases at F. Hoffmann-La Roche AG from 2004 to 2008 where she 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. •Served in various capacities at Bristol-Myers Squibb Company and DuPont from 2000 through 2003, including as Executive Director of central nervous system and metabolic diseases research at each company. •Has authored more than 120 research articles. Tenured Professor of Genetics and Medicine at the University of Pennsylvania from 1987 to 2002, and remains an adjunct professor. •Served as 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 received her M.D. from Yale University School of Medicine and B.A. from Yale College. Other Company Board Service Dr. Taub has served on the board of directors of BriaCell Therapeutics Corp., Inc. since March 2019. | 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 of Madrigal, and due to her extensive experience as a pharmaceutical executive leading major development programs in MASH. |
Committees of the Board and Meetings
| | | | | Compensation Committee | | | | Richard S. Levy, M.D. (chair) Raymond Cheong, M.D., Ph.D. Jacqualyn A. Fouse, Ph.D. 3 meetings in 2025 | Our Compensation Committee is composed of Drs. Levy (Chairman), Cheong and Fouse. Our Compensation Committee held three meetings during 2025. Our Board of Directors has determined that each member of the Compensation Committee is independent under SEC rules and the applicable listing standards of Nasdaq. Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and include the authority to: •review and establish the compensation arrangements for management, including the compensation for our Chief Executive Officer; •review and establish general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals and oversee the annual process of performance evaluations of our executive officers; •administer our stock incentive plan and our compensation recovery policies; •review the Compensation Discussion and Analysis (“CD&A”), discuss the CD&A with management and, based on such review and discussions, recommend to our Board that the CD&A be included in our Annual Report on Form 10-K, Annual Meeting proxy statement or any other applicable filing as required by the SEC; and •prepare the report of the Compensation Committee that is required to be included in our Annual Meeting proxy statement. The Compensation Committee is responsible for establishing a compensation policy for our executives and directors that is designed to attract and retain the best possible executive talent, to motivate our executives to achieve corporate objectives and to reward our executives for superior performance. Our Compensation Committee is also responsible for establishing and administering our executive compensation policies and equity compensation plans. The Compensation Committee meets at least twice per year and more often as necessary to review and make decisions with regard to executive compensation matters. As part of the Compensation Committee’s review of executive compensation matters, the Compensation Committee may delegate its powers with regard to non-executive equity awards to a subcommittee of the committee consisting of one or more members of the Compensation Committee or certain members of executive management. The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. Since October 2016, the Compensation Committee has engaged Compensia, Inc. (“Compensia”) as its independent compensation consultant. Compensia has been engaged to review all aspects of our executive compensation programs. As described in the CD&A, Compensia assists the Compensation Committee in defining the appropriate peer companies for executive compensation and in benchmarking our executive compensation program against the peer group. The Compensation Committee also uses information obtained from Compensia, as well as survey data, for evaluating our executive compensation practices, measuring the competitiveness of our practices, and reviewing and implementing our cash bonus policy, equity awards and base salary benchmarks across all levels of the Company. The Compensation Committee has assessed the independence of Compensia 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 serving the Compensation Committee. In compliance with SEC rules and the corporate governance rules of Nasdaq, Compensia provided the Compensation Committee with a letter addressing each of the six independence factors. Compensia’s responses affirm the independence of Compensia and the partners, consultants and employees who service the Compensation Committee on executive compensation matters and governance issues. Please also see the CD&A and the report of the Compensation Committee set forth on pages 34 and 62 in this proxy statement, respectively. A copy of the Compensation Committee’s written charter is publicly available through the “Investors & Media— Corporate Governance” section of our website at www.madrigalpharma.com. | |
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 89 of this proxy statement.
Procedure for Recommendations by Stockholders of Director Nominees
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COMPARISON OF STOCK PERFORMANCE MADRIGAL PHARMACEUTICALS, INC., NASDAQ COMPOSITE INDEX AND NASDAQ BIOTECHNOLOGY INDEX
Based on our exceptional performance in 2025, our Compensation Committee determined that we achieved 194.7% of our fiscal year 2025 corporate goals underpinning our annual cash incentive program. For additional discussion of our incentive goals for 2025, see the section titled “Elements of Compensation—Annual Cash Incentive Award” on page 39 of this proxy statement.
Compensation-Setting Process
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. The Compensation Committee, in consultation with Compensia, evaluates our executive compensation program compared to peer companies, including 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 is 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.
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 that are publicly held biotechnology or pharmaceutical companies predominantly in the United States and in early stages of commercialization and companies that fall within a specific market capitalization and revenue range relative to ours at the time of the peer evaluation. 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.
Comparative Analysis
Our successful commercial launch of Rezdiffra during 2024 contributed to continued increase in our market capitalization, prompting the Compensation Committee to make significant changes to the peer group to be used for 2025 compensation decisions to reflect our increased size. The selected companies had market capitalizations between $2.5 billion and $22.5 billion and generally had revenues of less than $2 billion. The Compensation Committee determined that a widened revenue range was necessary to have a sufficient number of potential peers within our market capitalization range. The Compensation Committee determined that Acadia, Amicus Therapeutics, Inc., Arrowhead Pharmaceuticals, Inc., Axsome Therapeutics, Inc., Corcept Therapeutics, Incorporated, Denali Therapeutics Inc. and Harmony Biosciences Management, Inc. were no longer appropriate peers based on their low market capitalization relative to our criteria and ImmunoGen, Inc., Mirati Therapeutics, Inc. and Reata Pharmaceuticals, Inc. were acquired and no longer relevant. The following peer group was used in connection with compensation decisions made by the Compensation Committee in January 2025 relating to base salary adjustments, target annual incentive adjustments and annual long-term incentive (“LTI”) awards.
Comparative Analysis
| 2025 Peer Group | | | | Alnylam Pharmaceuticals | Cytokinetics | Krystal Biotech | | Apellis Pharmaceuticals | Exelixis | Neurocrine Biosciences | | argenx SE | Halozyme Therapeutics | Roivant Sciences | | Blueprint Medicines | Insmed | Sarepta Therapeutics | | Bridgebio Pharma | Intra-Cellular Therapies | Ultragenyx Pharmaceutical | | CRISPR Therapeutics AG | Ionis Pharmaceuticals | |
Elements of Compensation
| | | Element | Form | Pay Mix(1) | | Compensation Objective | | | | Base Salary | Cash | CEO | Other NEOs | To attract and retain executives by offering fixed compensation that is competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience. | | | | | | | | | | | | Annual Cash Incentive Award | Cash | CEO | Other NEOs | Make a portion of cash compensation contingent on goal achievement to motivate and reward the achievement of annual corporate goals and provide competitive cash compensation opportunities. | | | | Equity Awards | PSUs | CEO | Other NEOs | To align our executives’ interests with the interests of stockholders and to promote the long-term retention of our executives through equity-based compensation. For 2025, annual equity awards included an equal mix of stock options, RSUs and PSUs tied to relative TSR compared to the Nasdaq biotechnology index over a three-year 2025-2027 performance period. | | | | | Stock Options | | | | | | | | RSUs | | | |
Annual Cash Incentive Award
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 the achievement of pre-established objectives as outlined below. Each NEO’s target award opportunity is established taking into consideration the factors described above. The Compensation Committee determined no change was needed to Dr. Taub’s target award opportunity. It determined to increase all other continuing NEOs’ opportunity by five percentage points, taking into consideration their respective growth in role, expansion of responsibilities year over year and our desire to ensure our program remains competitive. 2025 represented a critically important year in the Company’s evolution to a commercial stage organization. This evolution informed the Compensation Committee’s selection of metrics for 2025 as compared to 2024, which was heavily focused on achieving FDA approval. As the first full year of commercial execution in a first-in-disease launch, the Compensation Committee placed heavy emphasis and weighting on goals related to commercialization. In particular, the Compensation Committee determined that the Company’s ability to generate sales of Rezdiffra in 2025 was paramount in establishing the Company as the leader in the MASH sector, which would enhance stockholder value. In addition, the Compensation Committee considered pipeline expansion and the receipt of new patent protection as critically important activities for establishing our future. Our 2025 performance objectives, achievement outcomes and the performance weighting for each goal are outlined below. Certain details related to each objective and the achievement of such objectives have been omitted as they are competitively sensitive. However, we set performance goals at challenging levels, which we believe were difficult to achieve at target levels. 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 60.18% of target and achievement at a maximum level of performance would have resulted in payout at 212.4% of target.
Annual Cash Incentive Award
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Annual Cash Incentive Award
| Corporate Performance Objectives | Percentage of Overall Objectives at Target | Percentage Achievement of Objectives (Overall Payout 0%-212%) | Achievement of Objectives | | EU APPROVAL | | | | | European Commission (EC) Approval | 7.50% | 11.25% | We received Conditional Marketing Authorization from the European Commission in August 2025. The Summary of Product Characteristics approved by the European authorities includes a clear description of efficacy measures and additional benefits on lipids. | | REZDIFFRA LAUNCH | | | | | Sales Objectives | 50.00% | 113.95% | We had exceptional commercial performance in 2025 generating $958.4 million in revenue, with quarterly Rezdiffra revenue now annualizing at greater than $1.0 billion. | | U.S. Market Access | 5.00% | 7.5% | We maintained a favorable gross to net discount for 2025. In addition, we contracted for broad first line access with major commercial payors for 2026. | | Publications | 3.50% | 3.5% | We achieved our publication goals for 2025 with a total of 18 manuscripts and 80 abstracts accepted, providing a leading scientific voice in MASH patient care. | | German Market Access and Launch | 4.00% | 6.0% | Following submission of our reimbursement dossier, we began selling Rezdiffra in Germany on an accelerated timeline following receipt of Conditional Marketing Authorization. | | MADRIGAL’S FUTURE | | | | | Pipeline Expansion | 15.00% | 22.5% | In 2025, we completed licensing transactions for MGL-2086, a GLP-1 agonist, ervogastat, a DGAT-2 inhibitor, and two additional early stage MASH assets. An Investigational New Drug application was submitted to the FDA for MGL-2086 and has since been allowed to proceed. | | Intellectual Property | 15.00% | 30.0% | The USPTO issued a new patent with claims directed to Rezdiffra’s commercial weight-threshold dosing regimen as prescribed in the FDA-approved label. This patent was listed in the Orange Book in August 2025 and extends Rezdiffra’s patent protection to February 2045. | | Total Payout | 100% | 194.7% | |
Annual Cash Incentive Award
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Annual Cash Incentive Award
In the first quarter of 2026, the Compensation Committee, with input from our senior management team, assessed our achievement of the performance objectives set forth above. As a result, the Compensation Committee awarded the following cash bonuses in respect of such 2025 performance:
Annual Cash Incentive Award
| Name | Target Cash Bonus Percentage (% of base salary) | Target Award for 2025 ($)(1) | Actual Award Paid for 2025 ($) | | Bill Sibold | 80% | 738,990 | 1,438,814 | | Mardi Dier | 50% | 284,625 | 554,165 | | David Soergel, M.D.(2) | 50% | 300,000 | 584,100 | | Carole Huntsman | 50% | 271,688 | 528,976 | | Shannon Kelley | 50% | 269,100 | 523,938 | | Rebecca Taub, M.D.(3) | 50% | 310,500 | 604,544 |
Annual Cash Incentive Award
(1)Target bonuses are based on 2025 base salaries as described in the section titled “Base Salary” on page 39 of this proxy statement assuming any salary increases were effective as of January 1, 2025. (2)Dr. Soergel’s annual cash incentive award was not prorated as an inducement to him joining the Company in April 2025. (3)After transitioning from Chief Medical Officer and President of Research and Development to Senior Scientific and Medical Advisor, Dr. Taub continued to be eligible to receive an annual cash incentive award.
Annual Cash Incentive Award
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Long-Term Incentives
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 with a grant date following the filing of our Annual Report on Form 10-K. 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 2025 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.
Long-Term Incentives
| Evolution of Our Long-Term Incentive Awards | | | | | | | | Stock Options | | RSUs | | PSUs | Stock Options | RSUs | | 2022 and prior years | | 2023 | | 2024 and 2025 | | |
Long-Term Incentives
Our 2025 LTI structure remained consistent with 2024, including an equal mix of stock options, RSUs and PSUs. The Compensation Committee views stock options as inherently performance-based compensation. Stock options directly link executive pay and stockholder returns, as the value realized, if any, is entirely dependent upon, and directly proportionate to, the appreciation in our stock price from the date of grant, which is substantially dependent on our ability to successfully navigate commercialization of a first-in-disease therapy and expand our pipeline. In addition, PSUs are earned based on our TSR relative to the Nasdaq Biotechnology Index. In determining our award mix for 2025, the Compensation Committee reviewed peer group practice and 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 we continue to expand our commercial and R&D activities. The Compensation Committee determined that an equal mix of RSUs, stock options and PSUs best met these objectives.
Long-Term Incentives
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Long-Term Incentives
| LTI Mix | | | | | | | •Stock options vest over four years with 25% of the shares underlying the option vesting on the first anniversary of the date of grant and 6.25% of the underlying shares vesting each quarter thereafter until fully vested. Although stock options are subject to time-based vesting, they are inherently performance-based awards as they only have value if our stock price increases from the grant date. | | | •RSUs vest in four equal installments on each of the four anniversaries of the date of grant. | | | •PSUs, to the extent earned, will cliff vest in the first quarter of 2028 following the completion of the three-year performance period. •PSUs are earned and become eligible to vest based on the TSR of our Company relative to the TSR of companies in the Nasdaq Biotechnology Index over a three-year performance period concluding December 31, 2027. Linear interpolation is used to determine payout between threshold, target and maximum. If absolute TSR is negative, payout is capped at target regardless of actual relative TSR performance. Performance Scaling | | | Less than 25th - zero payout |
Long-Term Incentives
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Long-Term Incentives
The determination of the annual grant value levels is a function of a number of factors considered by the Compensation Committee, including the value and mix of equity awards previously granted, the significance of each individual’s contributions to our successful execution of our strategy and reaching our clinical and commercial milestones, the need to incentivize our executive team to continue to execute on our clinical roadmap and pipeline expansion efforts and market competitiveness. With respect to Mr. Sibold’s annual equity award for 2025, the Compensation Committee considered that this was the first annual award granted to Mr. Sibold as a commercial organization and is consistent with peer group data following the Company’s substantial growth in market capitalization. The Compensation Committee considered the importance of commercial execution for a first-in-disease launch and the desire to ensure that Mr. Sibold’s award was market competitive and served to retain him during this critical stage of development for the Company. Accordingly, in January 2025, at a regularly scheduled meeting, the Compensation Committee approved annual equity award grants to NEOs serving at the time, as set forth below. Dr. Soergel’s new hire award was separately approved in connection with this start date with the Company in April 2025. Dr. Soergel’s award reflects enhanced value to induce him to join the Company and forfeit his equity compensation at his prior employer. The value of this new hire award is significantly higher than the expected value of future annual awards that may be awarded to Dr. Soergel.
Long-Term Incentives
| | | | | | | | Total Target LTI Value(1) ($000s) | | | PSUs | | Stock Options | | RSUs | | | | | Grant (#) | Value ($000s) | Grant (#) | Value ($000s) | Grant (#) | Value ($000s) | | | Bill Sibold | 13,066 | $4,373 | 22,009 | $4,373 | 13,066 | $4,373 | $13,120 | | Mardi Dier | 3,784 | $1,267 | 6,374 | $1,267 | 3,784 | $1,267 | $3,800 | | David Soergel, M.D.(2) | 7,545 | $2,333 | 12,839 | $2,333 | 7,545 | $2,333 | $7,000 | | Carole Huntsman | 3,386 | $1,133 | 5,703 | $1,133 | 3,386 | $1,133 | $3,400 | | Shannon Kelley | 3,187 | $1,067 | 5,368 | $1,067 | 3,187 | $1,067 | $3,200 | | Rebecca Taub, M.D. | 4,382 | $1,467 | 7,381 | $1,467 | 4,382 | $1,467 | $4,400 |
Long-Term Incentives
(1)The Compensation Committee makes value based annual equity awards to our NEOs in which, for 2025, one-third of the total award value was granted as PSUs, one-third was granted as RSUs and one-third was granted as stock options. The annual awards were approved on January 28, 2025 and granted with an effective date of March 5, 2025. Pursuant to our equity guidelines, a 20-day trailing average stock price was applied to determine the number of shares underlying each award. The Compensation Committee determined that applying an average stock price rather than the grant date fair value is appropriate in order to mitigate the volatility of our common stock. As a result, the actual grant date fair values reported in the Summary Compensation Table below is different from the values reported in this table. See the section titled “Executive Officer and Director Compensation—Summary Compensation Table” on page 47 of this proxy statement for the grant date fair value of these awards, calculated in accordance with applicable accounting rules. (2)Represents Dr. Soergel’s new hire award granted in May 2025.
In-Cycle PSUs
In-Cycle PSUs
CEO PSUs Granted in 2023
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. The first and second stock price appreciation hurdles were achieved on February 27, 2025 and December 3, 2025, respectively. On each such date, Mr. Sibold earned 50,000 shares of common stock. Any earned PSUs are settled on the fourth through sixth anniversaries of Mr. Sibold’s start date. The common stock earned by Mr. Sibold in February 2025 and December 2025 will settle and be delivered to Mr. Sibold on September 8, 2027 and September 8, 2028, respectively. Mr. Sibold is eligible to earn an additional 50,000 shares upon the achievement of the final stock price appreciation hurdle.
PSUs Granted in 2024
PSUs Granted in 2024 Our PSUs granted in fiscal year 2024 follow the same structure as our 2025 PSUs discussed above. Accordingly, the performance period for those awards was ongoing during fiscal year 2025. Shares earned, if any, will vest in the first quarter of 2027 based on our relative TSR performance over the 2024-2026 performance period.
PSUs Granted in 2024
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CMO Succession
CMO Succession Dr. Soergel was appointed as our Chief Medical Officer effective as of April 21, 2025, succeeding Dr. Taub, who 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 as of the date of Dr. Soergel’s appointment. In this role, Dr. Taub provides us scientific and medical guidance for our programs for MASH. Dr. Taub also continues to serve on our Board. In connection with the commencement of Dr. Soergel’s employment, the Compensation Committee approved the compensation and benefits for Dr. Soergel as outlined elsewhere in this CD&A. In summary, he received: (i) an annual base salary for 2025 of $600,000, (ii) a target annual bonus opportunity equal to 50% of his annual base salary, (iii) a sign-on cash bonus of $75,000, payable 30 days following commencement of employment, and subject to repayment if his employment is terminated for any reason (other than death, disability or resignation for “Good Reason” as defined in his severance and change of control agreement) prior to the first anniversary of his start date and (iv) sign-on equity awards (which constituted all equity awards for 2025) with a target value of approximately $7,000,000, consisting of a roughly equal mix of stock options, RSUs and PSUs as detailed above. Dr. Soergel also entered into a severance and change of control agreement, as described in the section titled “Employment, Severance and Change of Control Arrangements” on page 57 of this proxy statement. Pursuant to Dr. Taub’s Letter Agreement, originally entered into in April 2025 and amended on December 8, 2025, Dr. Taub will serve in her advisory role through June 30, 2026, subject to extension by mutual agreement, and continue to receive her 2025 base salary of $621,000 through that date. Dr. Taub was 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 us. In addition, we entered into a new severance and change of control agreement with Dr. Taub, consistent with our other executives. Pursuant to the severance and change of control agreement, Dr. Taub is 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 12-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 12 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 up to 12 months. Dr. Taub is entitled to these same severance benefits (paid in lump sum rather than over a 12-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).
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 57 of this proxy statement.
Severance and Change of Control Agreements
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Compensation Recovery Policies
Compensation Recovery Policies In November 2023, as required by the Dodd-Frank Act and corresponding Nasdaq listing standards, the Board adopted a compensation recovery 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 compensation recovery 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.
Executive Compensation and Risk-Taking
| Executive Officer and Director Compensation |
Summary Compensation Table
Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2025, 2024, and 2023, the compensation awarded to or earned by our NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bill Sibold President and Chief Executive Officer(5) | 2025 | 918,531 | — | 12,297,850 | 4,537,146 | 1,438,814 | 14,000 | 19,206,341 | | | 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(6) | 2025 | 566,042 | — | 3,561,539 | 1,313,997 | 554,165 | 89,346 | 6,085,089 | | | 2024 | 464,679 | — | 5,676,894 | 2,233,273 | 296,716 | 80,350 | 8,751,912 | | David Soergel, M.D. Executive Vice President and Chief Medical Officer(7) | 2025 | 418,182 | 75,000 | 5,911,809 | 2,201,587 | 584,100 | — | 9,190,678 | | Carole Huntsman Executive Vice President and Chief Commercial Officer(8) | 2025 | 540,313 | — | 3,186,937 | 1,175,671 | 528,976 | 9,839 | 5,441,736 | | | 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(9) | 2025 | 535,167 | — | 2,999,636 | 1,106,611 | 523,938 | 14,000 | 5,179,352 | | | 2024 | 441,655 | — | 1,949,994 | 1,949,953 | 325,925 | 6,237 | 4,673,764 | | Rebecca Taub, M.D. Senior Scientific and Medical Advisor and Former President, Research & Development and Chief Medical Officer(10) | 2025 | 617,500 | — | 4,124,382 | 1,521,590 | 604,544 | — | 6,868,016 | | | 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 |
Summary Compensation Table
(1)The amount reported in this column for Mr. Sibold represents a one-time sign on cash bonus of $520,000 paid to Mr. Sibold when he joined the Company in September 2023, and the amount reported for Dr. Soergel represents a sign-on cash bonus of $75,000 paid to Dr. Soergel following his start date with the Company and subject to repayment if his employment is terminated for any reason (other than death, disability or resignation for “Good Reason” (as defined in his Severance and Change of Control Agreement). (2)These amounts represent the aggregate grant date fair value of RSU, PSU and stock option awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Compensation—Stock Compensation. See our discussion of “Stock-Based Compensation” under Notes 2 and 10 to our audited consolidated financial statements included in our Annual Report for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards. Such grant-date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. For PSUs, these amounts are calculated based on the probable outcome of the performance conditions as of the grant date using a Monte Carlo simulation. The amounts reported reflect our total accounting expense and may not represent the amounts our NEOs will actually receive from the awards. (3)The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the annual cash incentive award earned by the NEOs for each respective year. The annual cash incentive awards were paid in the first quarter of the calendar year following the year to which the award relates. (4)The amounts reported in this column for Mr. Sibold and Mses. Huntsman and Kelley represent matching contributions under our 401(k) plan. The amount reported in this column for Ms. Dier includes $74,744 in living expense stipends and $900 of internet allowance paid pursuant to the terms of her offer letter, in addition to $13,702 of matching contributions under our 401(k) plan. (5)Mr. Sibold was appointed President and Chief Executive Officer effective September 8, 2023. (6)Ms. Dier joined the Company on February 27, 2024 and assumed the role of Chief Financial Officer on March 11, 2024.
Summary Compensation Table
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Summary Compensation Table
(7)Dr. Soergel was appointed as our Chief Medical Officer effective as of April 21, 2025. (8)Ms. Huntsman was appointed Chief Commercial Officer on November 20, 2023. (9)Ms. Kelley joined the Company on January 8, 2024 and was promoted to the role of Chief Legal Counsel on August 5, 2024. (10)Dr. Taub served as our Chief Medical Officer until April 21, 2025 at which time she transitioned to her current role of Senior Scientific and Medical Advisor.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2025 to our NEOs. Equity awards presented in the table below were granted under our Amended 2015 Stock Plan, as amended.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/share)(5) | Grant Date Fair Value of Stock and Option Award ($)(6) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Bill Sibold | — | 444,724 | 738,990 | 1,569,615 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | 6,533 | 13,066 | 26,132 | — | — | — | 7,760,289 | | | 3/5/2025 | — | — | — | — | — | — | 13,066 | — | — | 4,537,560 | | | 3/5/2025 | — | — | — | — | — | — | — | 22,009 | 347.28 | 4,537,146 | | Mardi Dier | — | 171,287 | 284,625 | 604,544 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | 1,892 | 3,784 | 7,568 | — | — | — | 2,247,431 | | | 3/5/2025 | — | — | — | — | — | — | 3,784 | — | — | 1,314,108 | | | 3/5/2025 | — | — | — | — | — | — | — | 6,374 | 347.28 | 1,313,997 | | David Soergel, M.D. | — | 180,540 | 300,000 | 637,200 | — | — | — | — | — | — | — | | | 5/15/2025 | — | — | — | 3,772 | 7,545 | 15,090 | — | — | — | 3,710,027 | | | 5/15/2025 | — | — | — | — | — | — | 7,545 | — | — | 2,201,782 | | | 5/15/2025 | — | — | — | — | — | — | — | 12,839 | 291.82 | 2,201,587 | | Carole Huntsman | — | 163,502 | 271,688 | 577,065 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | 1,693 | 3,386 | 6,772 | — | — | — | 2,011,047 | | | 3/5/2025 | — | — | — | — | — | — | 3,386 | — | — | 1,175,890 | | | 3/5/2025 | — | — | — | — | — | — | — | 5,703 | 347.28 | 1,175,671 | | Shannon Kelley | — | 161,944 | 269,100 | 571,568 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | 1,593 | 3,187 | 6,374 | — | — | — | 1,892,855 | | | 3/5/2025 | — | — | — | — | — | — | 3,187 | — | — | 1,106,781 | | | 3/5/2025 | — | — | — | — | — | — | — | 5,368 | 347.28 | 1,106,611 | | Rebecca Taub, M.D. | — | 186,859 | 310,500 | 659,502 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | 2,191 | 4,382 | 8,764 | — | — | — | 2,602,601 | | | 3/5/2025 | — | — | — | — | — | — | 4,382 | — | — | 1,521,781 | | | 3/5/2025 | — | — | — | — | — | — | — | 7,381 | 347.28 | 1,521,590 |
Grants of Plan-Based Awards
(1)The material terms of the 2025 non-equity incentive plan awards are described in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Award” on page 39 of this proxy statement. The threshold value above represents performance at 60.18% of target. The target value above represents performance at 100% of target. The maximum value above represents performance at 212.4% of target. (2)The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum potential future payout amounts for PSUs. PSUs are earned based on the Company’s achievement of relative TSR metrics over the three-year performance period ending on December 31, 2027. Any earned PSUs cliff-vest on the date that the Compensation Committee certifies achievement of the performance metrics. (3)Amounts in this column represent grants of time-based RSUs. The RSUs vest as to 25% of the underlying shares on each yearly anniversary of the grant date until fully vested, provided the recipient continues in service through the applicable vesting date. (4)Amounts in this column represent grants of option awards. The option awards vest as to 25% of the underlying shares on the first anniversary of the grant date and, thereafter, as to 6.25% of the underlying shares on the last day of each successive three-month period. (5)The exercise price of the option awards is equal to the closing price of our common stock on Nasdaq on the date of grant. (6)Amounts in this column represent the grant date fair value of PSU, RSU and stock option awards, as calculated in accordance with FASB ASC, Topic 718, Compensation—Stock Compensation, excluding estimated forfeitures related to service-based vesting.
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning outstanding equity awards held by each of our NEOs on December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards(1) | | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Bill Sibold | 3/5/2025 | — | 22,009 | 347.28 | 3/5/2035 | 13,066 | 7,608,854 | 26,132 | 15,217,709 | | | 1/23/2024 | 8,076 | 10,383 | 229.00 | 1/23/2031 | 9,187 | 5,349,958 | 24,500 | 14,267,330 | | | 9/11/2023 | — | — | — | | 25,000 | 14,558,500 | 50,000(5) | 29,117,000 | | Mardi Dier | 3/5/2025 | — | 6,374 | 347.28 | 3/5/2035 | 3,784 | 2,203,575 | 7,568 | 4,407,149 | | | 3/1/2024 | 1,669 | 7,511 | 251.63 | 3/1/2031 | 6,656 | 3,876,055 | 17,750 | 10,336,535 | | David Soergel, M.D. | 5/15/2025 | — | 12,839 | 291.82 | 5/15/2035 | 7,545 | 4,393,755 | 15,090 | 8,787,511 | | Carole Huntsman | 3/5/2025 | — | 5,703 | 347.28 | 3/5/2035 | 3,386 | 1,971,803 | 6,772 | 3,943,606 | | | 1/23/2024 | 2,399 | 3,084 | 229.00 | 1/23/2031 | 2,729 | 1,589,206 | 7,278 | 4,238,271 | | | 11/20/2023 | 5,039 | 5,038 | 190.05 | 11/20/2033 | 3,917 | 2,281,026 | — | — | | Shannon Kelley | 3/5/2025 | — | 5,368 | 347.28 | 3/5/2035 | 3,187 | 1,855,918 | 6,374 | 3,711,835 | | | 8/15/2024 | 2,444 | 5,376 | 244.50 | 8/15/2031 | 3,911 | 2,277,532 | — | — | | | 1/16/2024 | 1,824 | 2,345 | 243.92 | 1/16/2031 | 2,075 | 1,208,356 | — | — | | Rebecca Taub, M.D. | 3/5/2025 | — | 7,381 | 347.28 | 3/5/2035 | 4,382 | 2,551,814 | 8,764 | 5,103,628 | | | 1/23/2024 | 3,814 | 4,904 | 229.00 | 1/23/2031 | 4,339 | 2,526,773 | 11,572 | 6,738,838 | | | 1/16/2023 | — | — | — | | 10,000 | 5,823,400 | — | — | | | 2/22/2022 | 57,656 | 3,844 | 87.09 | 2/22/2032 | — | — | — | — | | | 3/1/2021 | 44,000 | — | 117.55 | 3/1/2031 | — | — | — | — | | | 3/5/2020 | 44,000 | — | 91.79 | 3/5/2030 | — | — | — | — | | | 7/10/2019 | 8,000 | — | 101.30 | 7/10/2029 | — | — | — | — | | | 3/7/2019 | 38,000 | — | 127.96 | 3/7/2029 | — | — | — | — | | | 3/1/2018 | 38,000 | — | 124.45 | 3/1/2028 | — | — | — | — | | | 3/2/2017 | 18,650 | — | 15.80 | 3/2/2027 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
(1)Stock options vest as to 25% of the underlying shares on the first anniversary of the grant date and, thereafter, as to 6.25% of the underlying shares on the last day of each successive three-month period. (2)RSUs vest as to 25% of the underlying shares on each of the first four anniversaries of the grant date. (3)Represents the fair market value of the unvested RSUs and PSUs as of December 31, 2025, the last trading day of 2025, based upon the closing market price of our common stock on such date of $582.34 per share. (4)The PSUs awarded in 2024 and 2025 vest between 0% and 200% of the target number of PSUs, depending on the Company’s achievement of relative TSR metrics over the three-year performance period ending on December 31, 2026 and December 31, 2027, respectively. Any earned PSUs cliff-vest on the date that the Compensation Committee certifies achievement of the performance metrics. Amounts in this column reflect a 200% payout of the PSU award. (5)These PSUs are earned and vest between 0% and 300% of the target number of PSUs, depending on the Company’s achievement of sustained stock price appreciation hurdles over a five-year period. Any earned PSUs will settle on the fourth, fifth and sixth anniversaries of the grant date, depending on the date such PSUs are earned and performance level achieved. Mr. Sibold has earned 200% of this award (equal to 100,000 shares) as of December 31, 2025 and is eligible to earn an additional 50,000 shares upon achievement of the final stock price appreciation hurdle.
Outstanding Equity Awards at Fiscal Year End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows the number of shares acquired upon exercise of stock options held and vesting of RSUs held by each of our NEOs during the fiscal year ended December 31, 2025.
Option Exercises and Stock Vested
| Name | Option Awards: Number of Shares Acquired on Exercise (#) | Option Awards: Value Realized on Exercise ($)(1) | Stock Awards: Number of Shares Acquired on Vesting (#) | Stock Awards: Value Realized on Vesting ($)(2) | | Bill Sibold | — | — | 17,963 | 8,106,085 | | Mardi Dier | 4,173 | 1,341,703 | 2,219 | 757,278 | | David Soergel, M.D. | — | — | — | — | | Carole Huntsman | — | — | 2,868 | 1,370,998 | | Shannon Kelley | — | — | 1,996 | 671,042 | | Rebecca Taub, M.D. | 95,214 | 36,318,275 | 6,448 | 1,856,405 |
Option Exercises and Stock Vested
(1)Value realized on exercise is calculated based on the difference between the closing price of our common stock on the date of exercise and the option exercise price, multiplied by the number of shares exercised. (2)Value realized on the acquisition of shares of common stock upon the vesting of RSUs is calculated based on the closing price of our common stock on the vesting date multiplied by the total number of RSUs that vested on such date.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table provides information with respect to nonqualified deferred compensation as of December 31, 2025.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY($)(1) | Registrant Contributions in Last FY($) | Aggregate Earnings in Last FY($)(2) | Aggregate Withdrawals/ Distributions($) | Aggregate Balance at Last FYE($)(3) | | Bill Sibold | 45,781,500 | — | 12,452,500 | — | 58,234,000 |
Nonqualified Deferred Compensation
(1)On each of February 27, 2025 and December 3, 2025, following the achievement of sustained stock price appreciation hurdles, Mr. Sibold earned 50,000 shares of common stock underlying a PSU award granted to him in 2023 in connection with his hire, as described in “Compensation Discussion & Analysis—In Cycle PSUs Granted in 2023” on page 44 of this proxy statement. The closing price of our common stock on February 27, 2025 and December 3, 2025 was $335.74 and $579.89, respectively. The grant date fair value of this PSU award was included in the Stock Awards column of the Summary Compensation Table in our proxy statement filed with the SEC on May 1, 2024. (2)This column reflects the appreciation in the value of the shares from the date earned to December 31, 2025. (3)This column reflects the value of the shares as of December 31, 2025 calculated based on the closing stock price of $582.34 as of such date.
CEO Pay Ratio
CEO Pay Ratio In connection with Item 402(u) of Regulation S-K, we are required to calculate and disclose the median annual compensation of all of our employees (excluding our CEO during 2025, Mr. Sibold), the annual compensation of Mr. Sibold, and the ratio of these two amounts. Our median employee was identified using the entire population of our employees as of December 31, 2025 based on a consistently applied compensation measure (“CACM”) that reasonably reflects the annual compensation of our employees. The CACM we selected for our disclosure includes annual base salary for 2025, target bonus opportunity for 2025, the grant-date fair value for stock-based awards (calculated in accordance with the requirements for the Summary Compensation Table) and employer contributions to 401(k). In 2025, the target bonus opportunity for all employees was based on corporate performance as described in the CD&A included in this proxy statement. We had a significant number of new hires in 2025. In order to more accurately identify the median employee, we elected to annualize compensation paid to new hires in 2025.
CEO Pay Ratio
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CEO Pay Ratio
Based on the CACM methodology described above, we identified the median employee. We calculated the 2025 compensation for our median employee of $403,403 in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. Mr. Sibold’s 2025 compensation as disclosed in the Summary Compensation Table is $19,206,341. As a result, our CEO to median employee pay ratio for 2025 is approximately 47:1. This pay ratio is a reasonable estimate calculated in accordance with the SEC requirements described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our Compensation Committee for compensation-related decisions.
CEO Pay Ratio
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CEO Pay Ratio
| Pay Versus Performance |
CEO Pay Ratio
The following table sets forth information concerning the compensation paid to our CEO and to our other NEOs compared to certain measures of Company performance for the years ended December 31, 2025, 2024, 2023, 2022, and 2021. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or the Compensation Committee view the link between our performance and our executives’ pay. For a discussion of how we view our executive compensation structure, including alignment with performance, see the CD&A beginning on page 34 in this proxy statement. The use of the term “compensation actually paid” (or “CAP”) is required by the SEC’s rules. CAP has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and does not reflect value actually realized by the executives in the periods presented.
Compensation Actually Paid Versus Total Shareholder Return
Compensation Actually Paid Versus Total Shareholder Return
Compensation Actually Paid Versus Total Shareholder Return
| | CAP - B. Sibold | | CAP - NEOs | | CAP - P. Friedman | | MDGL TSR | | Peer TSR |
Compensation Actually Paid Versus Total Shareholder Return
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Compensation Actually Paid Versus Net Income
Compensation Actually Paid Versus Net Income
Compensation Actually Paid Versus Net Income
| | CAP - B. Sibold | | CAP - NEOs | | CAP - P. Friedman | | MDGL Net Income |
Compensation Actually Paid Versus Net Product Revenue
Compensation Actually Paid Versus Net Product Revenue
Compensation Actually Paid Versus Net Product Revenue
| | CAP - B. Sibold | | CAP - NEOs | | CAP - P. Friedman | | Net Product Revenue |
Compensation Actually Paid Versus Net Product Revenue
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Potential Qualifying Separation and Change of Control Payments
| Director Compensation |
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.
Director Compensation Table
Director Compensation Table The following table sets forth information about the compensation paid to the non-employee members of our Board who served as directors during the year ended December 31, 2025. Other than as set forth in the tables and described more fully below, during the year ended December 31, 2025, we did not pay any fees to, make any equity awards to or pay any other compensation to the non-employee members of our Board. The equity awards granted in 2025 and referenced in the table below were granted under our Amended 2015 Stock Plan, as amended. Neither Mr. Sibold, our Chief Executive Officer and a director, nor Dr. Taub, our former President, Research & Development, and Chief Medical Officer, and a director, received any compensation from us in 2024 for service as a director and, therefore, they are not included in the table below.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Julian C. Baker | 94,000 | 409,397 | — | 503,397 | | Kenneth M. Bate(2) | 79,000 | 409,397 | — | 488,397 | | Daniel J. Brennan(3) | 28,646 | 584,451 | — | 613,097 | | Raymond Cheong, M.D., Ph.D. | 85,500 | 409,397 | — | 494,897 | | Fred B. Craves, Ph.D.(4) | 39,375 | — | — | 39,375 | | James M. Daly | 67,625 | 409,397 | — | 477,022 | | Jacqualyn A. Fouse, Ph.D.(5) | 56,792 | 704,952 | — | 761,744 | | Paul A. Friedman, M.D. | 59,750 | 409,397 | — | 469,147 | | Richard S. Levy, M.D. | 85,500 | 409,397 | — | 494,897 |
Director Compensation Table
(1)Following our 2025 Annual Meeting of Stockholders, each of our then serving non-employee directors received 715 RSUs and a stock option to purchase 1,290 shares of common stock at an exercise price of $285.73 per share on June 20, 2025. The amounts in this column represent the grant date fair value of the equity awards granted to each director in 2025 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
Director Compensation Table
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Director Compensation Table
Director 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, 2025. (2)Mr. Bate resigned from the Board effective as of December 10, 2025. Accordingly, annual equity awards granted to Mr. Bate in 2025 did not vest and were forfeited following his resignation. (3)Mr. Brennan joined the Board on August 1, 2025 and received an initial equity award on such date. (4)Dr. Craves resigned from the Board effective as of July 1, 2025 and was not granted an annual award in 2025. (5)Dr. Fouse joined the Board on March 10, 2025 and received an initial equity award on such date. In addition, Dr. Fouse received a prorated annual award in June 2025.
Director Outstanding Equity Awards
Director Outstanding Equity Awards The following table shows the total number of shares underlying outstanding stock options and unvested RSUs held by the non-employee directors as of December 31, 2025, the last day of our fiscal year.
Director Outstanding Equity Awards
| Name | # of Shares Underlying Outstanding Stock Options | # of RSUs Outstanding | | Julian C. Baker | 2,395 | 715 | | Daniel J. Brennan | 1,705 | 967 | | Raymond Cheong, M.D., Ph.D. | 2,395 | 715 | | James M. Daly | 2,395 | 715 | | Jacqualyn A. Fouse, Ph.D. | 1,945 | 1,097 | | Paul A. Friedman, M.D.(1) | 297,195 | 14,049 | | Richard S. Levy, M.D. | 18,895 | 715 |
Director Outstanding Equity Awards
(1)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.