8-KFiled Aug 11, 8:00 PM ET

Madrigal Pharmaceuticals Appoints John C. Reed to Board

$MDGL · MADRIGAL PHARMACEUTICALS, INC.

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Madrigal Pharmaceuticals Appoints John C. Reed to Board

What Happened
Madrigal Pharmaceuticals (MDGL) expanded its board from eight to nine members and, on August 11, 2026, elected John C. Reed, M.D., Ph.D., as a Class II director (term expiring at the 2027 annual meeting). Dr. Reed was appointed to the Board’s Science and Technology Committee. The company furnished a press release on August 12, 2026, reporting the appointment.

Key Details

  • Board expanded from 8 to 9 members; Dr. Reed’s appointment effective August 11, 2026.
  • Cash compensation: $50,000 annual retainer plus $10,000 annually for Science & Technology Committee service (non-employee director rates).
  • Equity award: $675,000 value granted on appointment — 50% nonqualified stock options and 50% restricted stock units under the 2026 Stock Plan.
    • Options vest 50% on the first anniversary, then the remaining 50% vest in four equal quarterly installments (12.5% each).
    • RSUs vest 50% on the first anniversary and 50% on the second anniversary.
  • Additional items: prorated annual non-employee director award, indemnification agreement consistent with other non-employee directors, and no related-party transactions disclosed.

Why It Matters
This 8-K signals a governance and expertise change — adding a scientific leader to Madrigal’s board and its Science & Technology Committee. For investors, the appointment carries modest direct financial impact: a $675,000 equity grant and ongoing cash retainer/committee fees, which result in future stock-based compensation expense and potential share issuance when options/RSUs vest or are exercised. The filing confirms there are no disclosed related-party arrangements tied to the selection.