Madrigal Pharmaceuticals Files Definitive Proxy Statement
Ticker: MDGL · Form: DEF 14A · Filed: Apr 29, 2024 · CIK: 1157601
Sentiment: neutral
Topics: DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance, Madrigal Pharmaceuticals
TL;DR
<b>Madrigal Pharmaceuticals filed its DEF 14A proxy statement on April 29, 2024, detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023.</b>
AI Summary
MADRIGAL PHARMACEUTICALS, INC. (MDGL) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Madrigal Pharmaceuticals, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428. The filing includes information related to executive compensation for the fiscal years 2022 and 2023. Key individuals mentioned in relation to equity awards include Bill Sibold and Paul A. Friedman.
Why It Matters
For investors and stakeholders tracking MADRIGAL PHARMACEUTICALS, INC., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages and the voting matters to be considered at the upcoming annual meeting. Understanding the details of executive pay and board proposals is essential for shareholders to make informed voting decisions and assess management's alignment with company performance.
Risk Assessment
Risk Level: low — MADRIGAL PHARMACEUTICALS, INC. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not contain new material financial or operational information that would significantly alter the company's risk profile.
Analyst Insight
Review the executive compensation details and any shareholder proposals to understand management's incentives and potential changes in corporate governance.
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Bill Sibold | Member | |
| Paul A. Friedman | Member |
Key Numbers
- 2024-04-29 — Filing Date (Date the DEF 14A was filed)
- 2023-12-31 — Fiscal Year End (The period covered by the filing)
- 2022-01-01 — Reporting Period Start (Start date for compensation data)
- 2023-12-31 — Reporting Period End (End date for compensation data)
Key Players & Entities
- MADRIGAL PHARMACEUTICALS, INC. (company) — Filer name
- DEF 14A (filing) — Form type
- 200 BARR HARBOR DRIVE, SUITE 400 (address) — Business address
- WEST CONSHOHOCKEN (location) — Business address city
- PA (location) — Business address state
- 19428 (postal_code) — Business address zip
- BillSiboldMember (person) — Executive mentioned
- PaulA.FriedmanMember (person) — Executive mentioned
FAQ
When did MADRIGAL PHARMACEUTICALS, INC. file this DEF 14A?
MADRIGAL PHARMACEUTICALS, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 29, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MADRIGAL PHARMACEUTICALS, INC. (MDGL).
Where can I read the original DEF 14A filing from MADRIGAL PHARMACEUTICALS, INC.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MADRIGAL PHARMACEUTICALS, INC..
What are the key takeaways from MADRIGAL PHARMACEUTICALS, INC.'s DEF 14A?
MADRIGAL PHARMACEUTICALS, INC. filed this DEF 14A on April 29, 2024. Key takeaways: Madrigal Pharmaceuticals, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 29, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428..
Is MADRIGAL PHARMACEUTICALS, INC. a risky investment based on this filing?
Based on this DEF 14A, MADRIGAL PHARMACEUTICALS, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not contain new material financial or operational information that would significantly alter the company's risk profile.
What should investors do after reading MADRIGAL PHARMACEUTICALS, INC.'s DEF 14A?
Review the executive compensation details and any shareholder proposals to understand management's incentives and potential changes in corporate governance. The overall sentiment from this filing is neutral.
Key Dates
- 2024-04-29: DEF 14A Filing — Definitive Proxy Statement filed with the SEC.
- 2023-12-31: Fiscal Year End — The reporting period for the financial information discussed in the proxy statement.
Filing Stats: 4,681 words · 19 min read · ~16 pages · Grade level 12 · Accepted 2024-04-29 16:49:17
Key Financial Figures
- $500 million — ng 2023 with 100 employees; We raised $500 million in September 2023 and another $690 mill
- $690 million — 0 million in September 2023 and another $690 million in March 2024 through two public offeri
- $1 billion — vents that together generated more than $1 billion in proceeds to support our commercial,
Filing Documents
- d680809ddef14a.htm (DEF 14A) — 1646KB
- g680809g01a50.jpg (GRAPHIC) — 168KB
- g680809g05p05.jpg (GRAPHIC) — 41KB
- g680809g10g06.jpg (GRAPHIC) — 256KB
- g680809g10g07.jpg (GRAPHIC) — 108KB
- g680809g10g08.jpg (GRAPHIC) — 254KB
- g680809g10g09.jpg (GRAPHIC) — 70KB
- g680809g11g00.jpg (GRAPHIC) — 49KB
- g680809g44q12.jpg (GRAPHIC) — 28KB
- g680809g53g01.jpg (GRAPHIC) — 84KB
- g680809g53g02.jpg (GRAPHIC) — 75KB
- g680809g63s72.jpg (GRAPHIC) — 54KB
- g680809g97q10.jpg (GRAPHIC) — 61KB
- 0001193125-24-122657.txt ( ) — 5553KB
- mdgl-20231231.xsd (EX-101.SCH) — 5KB
- mdgl-20231231_def.xml (EX-101.DEF) — 5KB
- mdgl-20231231_lab.xml (EX-101.LAB) — 6KB
- mdgl-20231231_pre.xml (EX-101.PRE) — 4KB
- d680809ddef14a_htm.xml (XML) — 160KB
Executive Compensation and Risk-Taking
Executive Compensation and Risk-Taking 31 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION 33 Summary Compensation Table 33 Grants of Plan-Based Awards 34 Outstanding Equity Awards at Fiscal Year End 35 Option Exercises and Stock Vested 36 Pay Ratio 36 Pay Versus Performance 37 Employment Retention, Severance and Change in Control Arrangements 41 Potential Qualifying Separation and Change of Control Payments 45 Director Compensation 46 Director Compensation Tables 47 Report of the Compensation Committee of the Board of Directors 48 EQUITY COMPENSATION PLAN INFORMATION 48 DELINQUENT SECTION 16(a) REPORTS 48 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 49 PROPOSAL 1: ELECTION OF CLASS II DIRECTORS 52 2024 PROXY STATEMENT Table of Contents TABLE OF CONTENTS Page PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 53 PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 56 PROPOSAL 4: APPROVAL OF AMENDMENT TO 2015 AMENDED STOCK PLAN 57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 68 CODE OF CONDUCT AND ETHICS 71 HEDGING AND PLEDGING POLICY 71 OTHER MATTERS 71 STOCKHOLDER PROPOSALS AT FUTURE ANNUAL MEETINGS 71 HOUSEHOLDING OF PROXY MATERIALS 72 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 73 Important Notice Regarding the Availability of Proxy Materials For the Stockholder Meeting to be Held on June 25, 2024 at 9:00 a.m. Eastern Time The Proxy Statement, Proxy Card and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at: www.proxydocs.com/MDGL YOUR VOTE IS VERY IMPORTANT You are cordially invited to attend the Annual Meeting, which will be a virtual meeting and therefore will not be held at a physical location. To participate in the 2024 Annual Meeting, virtually via the Internet, please visit www.proxydocs.com/MDGL . In order to attend, you must register in advance at www.proxydocs.com/MDGL prior to the deadline of June 24, 2024 at 9:00 a.m. Eastern Time. Whether or not you expect to attend the Annual Meeting virtually, please vote over the telephone or the Internet, or, if you receive a paper proxy card by mail, by completing, dating, signing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. 2024 Annual Meeting of Stockholders Date and Time: Tuesday, June 25, at 9:00 a.m. Eastern Time Location: The 2024 Annual Meeting of Stockholders will be a virtual meeting conducted via live webcast. To participate in the 2024 Annual Meeting virtually via the Internet, please visit www.proxydocs.com/MDGL and register in advance at www.proxydocs.com/MDGL prior to the dead
: Gender Identity
Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender Directors 1 7 – 1
: Demographic Background
Part II: Demographic Background African American or Black – – – – Alaskan Native or Native American – – – – Asian – 1 – – Hispanic or Latinx – – – – Native Hawaiian or Pacific Islander – – – – White 1 5 – – Two or More Races or Ethnicities – – – – LGBTQ+ – – – – Did Not Disclose Demographic Background 2 Total Number of Directors 9 2024 PROXY STATEMENT iii Table of Contents PROXY STATEMENT SUMMARY Proposal 2 Ratification of Auditors (Page 53) We are requesting stockholders ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Proposal 3 Say-On-Pay Advisory Vote (Page 56) In 2023, stockholders continued their historically strong support for our executive compensation program with 94% of the votes cast voting in favor of approving the say-on-pay proposal. We have received 94% or higher support for the last four years. Our Compensation Committee believes that the objectives of our executive compensation program, as it relates to our named executive officers, are appropriate for a company of our size and stage of development and that our compensation policies and practices help meet those objectives. In addition, our Compensation Committee believes that our executive compensation program, as it relates to our named executive officers, achieves an appropriate balance between fixed compensation and variable incentive compensation, pays for performance and promotes an alignment between the interests of our named executive officers and our stockholders. Proposal 4 Approval of Amendment to Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan (Page 57). We are seeking stockholder approval of an amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the shares authorized for issuance under the Plan by 750,000 shares and to extend the expiration date of th