Madrigal Pharmaceuticals, Inc. filed a Form 8-K on August 12, 2026, reporting the election of John C. Reed, M.D., Ph.D. to its Board of Directors effective August 11, 2026, along with details of his compensation arrangements.

Key Highlights

  • Board expanded: The Board increased its size from eight to nine members to accommodate the newly created vacancy filled by Dr. Reed.
  • Class II director: Dr. Reed was elected as a Class II director with a term expiring at the 2027 annual meeting of stockholders.
  • Committee appointment: Dr. Reed has been appointed to the Science and Technology Committee of the Board.
  • Annual cash retainer: Dr. Reed will receive $50,000 annually as a non-employee director, plus $10,000 annually for Science and Technology Committee service.
  • Equity grant: Dr. Reed will receive an initial equity grant valued at $675,000, split 50% in nonqualified stock options and 50% in restricted stock units under the Company's 2026 Stock Plan.
  • No prior arrangements: The filing states there are no arrangements or understandings between Dr. Reed and any other persons pursuant to which he was selected as a director.

Board Election and Compensation Terms for Dr. John C. Reed at Madrigal Pharmaceuticals

According to the filing, the Board of Directors of Madrigal Pharmaceuticals, Inc. (NASDAQ:MDGL) voted on August 11, 2026, to expand its membership from eight to nine directors and, following a recommendation from its Nominating and Governance Committee, elected John C. Reed, M.D., Ph.D. to fill the newly created seat. Dr. Reed's term as a Class II director runs until the company's 2027 annual stockholder meeting, or until his successor is duly elected and qualified.

As a non-employee director, the filing discloses that Dr. Reed will be compensated in accordance with the company's Non-Employee Director Compensation Policy. His annual cash retainer is $50,000, with an additional $10,000 per year for serving on the Science and Technology Committee. The initial equity award, valued at $675,000, consists of 50% nonqualified stock options and 50% restricted stock units, both issued under the company's 2026 Stock Plan. The filing states that the stock options will vest 50% on the first anniversary of the grant date, with 12.5% vesting on the last day of each successive three-month period for four additional periods, subject to Dr. Reed's continued service. The restricted stock units will vest in two equal installments on the first and second anniversaries of the grant date, also subject to continued service.

The filing further discloses that Dr. Reed is entitled to an annual equity award consistent with other non-employee directors, prorated based on his appointment date, and that he will enter into an indemnification agreement with the company consistent with the form used for existing non-employee directors. The company issued a press release on August 12, 2026, announcing the appointment, furnished as Exhibit 99.1 to the filing.

What Was Disclosed

Madrigal Pharmaceuticals disclosed the Board expansion from eight to nine members, the election of John C. Reed, M.D., Ph.D. as a Class II director effective August 11, 2026, and the full terms of his cash and equity compensation under the company's Non-Employee Director Compensation Policy and 2026 Stock Plan.