April 29, 2024

DEAR STOCKHOLDERS:

In short, 2023 was a transformational year for Madrigal.

As I write this letter in April 2024, the first Rezdiffra prescriptions are being delivered to patients. We are working with healthcare providers and payers to build a pathway to equitable access for patients and to establish Rezdiffra as the foundational therapy for NASH with moderate to advanced fibrosis.

We have accomplished a tremendous amount over a short period of time to establish Madrigal as the clear NASH leader, and there is so much more to do. We are already working to make Rezdiffra available to patients outside of the U.S., submitting it for approval in Europe earlier this year.

We continued to advance our Rezdiffra research and development program that will provide not only first-in-disease outcomes for NASH patients with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis), but also for compensated NASH cirrhosis patients years ahead of other companies. We announced full enrollment of our 54-month clinical outcomes portion of MAESTRO-NASH in patients with moderate to advanced fibrosis in April 2023 and continued to enroll patients with compensated NASH cirrhosis in our MAESTRO-NASH OUTCOMES study. Successful completion of these studies carries the potential to secure full approval of Rezdiffra, expand the eligible population for Rezdiffra to include patients with more advanced disease, and reinforce Madrigal’s long-term leadership position in the NASH competitive landscape.

It’s an incredibly exciting time to be at Madrigal. Our NASH R&D program is at the forefront of the industry, Rezdiffra’s first-to-market advantage will allow us to shape the NASH treatment paradigm, and we are fully resourced for launch. The future is bright for patients, and Madrigal is well positioned to drive shareholder value as the leader in NASH. We appreciate your support and invite you to attend our 2024 Meeting of Stockholders on Tuesday, June 25, 2024, at 9:00 a.m. Eastern Time.

Sincerely,

/s/ Bill Sibold

Bill Sibold

President and Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 25, 2024

To the Stockholders of Madrigal Pharmaceuticals, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Madrigal Pharmaceuticals, Inc., a Delaware corporation, will be held on Tuesday, June 25, 2024, at 9:00 a.m. Eastern Time for the following purposes:

The 2024 Annual Meeting of Stockholders will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. To participate in the 2024 Annual Meeting virtually via the Internet, please visit www.proxydocs.com/MDGL. Through this webcast, stockholders and proxyholders will be deemed to be present in person for purposes of conducting a vote at such meeting. In order to attend this webcast, 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, as more fully described in the accompanying proxy statement.

In accordance with rules established by the Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”), to our stockholders on or about May 9, 2024. The Notice will describe how to access and review our proxy materials, including our proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Notice, as well as our proxy card, will also describe how you may submit your proxy electronically. If you received just a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Only stockholders of record at the close of business on April 26, 2024, are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our executive offices for the ten days prior to the Annual Meeting. All stockholders are cordially invited to attend the Annual Meeting via live webcast. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible.

YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR VOTE PROMPTLY.

PROXY STATEMENT TABLE OF CONTENTS

TABLE OF CONTENTS

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.

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

Voting Items and Board Recommendations

Business Highlights

2023 was a transformational year for Madrigal. The Company successfully achieved its clinical, regulatory, operational, and financial objectives, setting the stage for the landmark approval and launch of Rezdiffra^™ (resmetirom) in March 2024.

Advanced Our Leadership Position in NASH Drug Development: Madrigal has established the most advanced and comprehensive clinical development program in noncirrhotic non-alcoholic steatohepatitis (“NASH”). Our Phase 3

PROXY STATEMENT SUMMARY

study results were featured in plenary presentations at the major liver disease medical conferences throughout the year and key Rezdiffra data were published in leading journals, including the MAESTRO-NAFLD-1 safety study in Nature Medicine and the pivotal MAESTRO-NASH biopsy study in the New England Journal of Medicine. We announced full enrollment of the 54-month clinical outcomes portion of MAESTRO-NASH in April 2023 and continued to enroll patients with compensated NASH cirrhosis in our MAESTRO-NASH OUTCOMES study. Successful completion of these studies carries the potential to secure full approval of Rezdiffra, expand the eligible population for Rezdiffra to include patients with more advanced disease, and reinforce Madrigal’s long-term leadership position in the NASH competitive landscape.

Pioneered the NASH Regulatory Pathway: The positive efficacy and safety data from the MAESTRO studies put Madrigal in a strong position to navigate the FDA’s review of our new drug application (NDA) seeking accelerated approval of Rezdiffra. The medication received Breakthrough Therapy designation and the NDA was granted Priority Review without an Advisory Committee meeting. On March 14, 2024, Rezdiffra was approved for the treatment of adults with noncirrhotic NASH with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis). Madrigal’s NDA resulted in a “best-case” label for Rezdiffra: the prescribing information includes no biopsy requirement for diagnosis, reflects the intended patient population for the medication, and provides physicians with patient management guidance that is consistent with current clinical practice.

Built Our Team for Launch and Beyond: As clinical and regulatory execution accelerated, Madrigal built new commercial launch capabilities and expanded its leadership team for the next phase of the Company’s growth. Bill Sibold joined Madrigal as Chief Executive Officer in September, succeeding Dr. Paul Friedman, who continues to serve on the Board of Directors. Madrigal announced a series of new leaders with strong biopharma specialty launch experience, including Mardi C. Dier as Chief Financial Officer and Carole Huntsman as Chief Commercial Officer. Madrigal has grown from approximately 100 employees at the beginning of 2023 to more than 400 as of today. In September 2023 and March and April of 2024 Madrigal executed successful financing events that together generated more than $1 billion in proceeds to support our commercial, R&D, and business development objectives. As the Rezdiffra launch progresses, Madrigal is in a strong financial position to capitalize on its leadership position in NASH.

Proposal 1 Election of Class II Directors (Page 52)

Our Board of Directors has nine members divided into three classes, six of whom are independent. Three Class II Directors, Bill Sibold, Rebecca Taub, M.D. and Fred B. Craves, Ph.D., are standing for re-election at the 2024 Annual Meeting of Stockholders.

Our Board of Directors is responsible for overseeing the affairs and performance of Madrigal and acting in the best interests of stockholders. The Board selects senior management and has oversight responsibility over senior management and the conduct of Madrigal’s business operations. The experience of our Board members is summarized below and described in greater detail beginning on page 8.

We are committed to a Board composition that reflects an optimal mix of skills and experience necessary to carry out critical oversight of operations, clinical and commercial objectives and overall strategy. We believe our current Board membership effectively oversees our business strategy and operations, contributes to the long-term, forward-looking strategy and performance objectives of the Company and complements senior management’s objectives and efforts to create and sustain value associated with the long-term interests of the Company’s stockholders.

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PROXY STATEMENT SUMMARY

Board Skills Matrix

Our Board possesses a broad range of qualifications and skills that facilitate strong oversight of the Company’s management and strategy. The following table provides a summary of our directors’ key skills and core competencies*:

Board Diversity Matrix

The following table illustrates the composition of our directors by self-identified diversity statistics. Each of the categories listed in the below table has the meaning used in Nasdaq Listing Rule 5605(f).

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 the Plan by 10 years through April 23, 2035.

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PROXY STATEMENT

We prepared this proxy statement under the direction of our Board of Directors to solicit your proxy for use at our 2024 Annual Meeting of Stockholders to be held via internet webcast on Tuesday, June 25, 2024, at 9:00 a.m. Eastern Time. As used in this proxy statement, the terms “Madrigal,” “Public Madrigal,” the “Company,” “we,” “our” and “us” refer to Madrigal Pharmaceuticals, Inc., a Delaware corporation that has been publicly traded since July 22, 2016.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

How do I attend the Annual Meeting?

The 2024 Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast.

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. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will permit you to submit questions. You will not be able to attend the 2024 Annual Meeting in person.

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”), because the Board of Directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about May 9, 2024, to all stockholders of record entitled to vote at the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 26, 2024, will be entitled to vote at the Annual Meeting. On April 26, 2024, there were 21,284,598 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 26, 2024, your shares were registered directly in your name with our transfer agent, then you are a stockholder of record. As a stockholder of record, you may vote directly through any of the following means: (1) electronically over the Internet, (2) by telephone, or (3) by completing and returning a printed proxy card that you may request or that we may elect to deliver at a later time, to ensure your vote is counted.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 26, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting, on a virtual basis.

What am I voting on?

There are four matters scheduled for a vote:

What if another matter is properly brought before the meeting?

As of the date of this proxy statement, the Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons acting as proxies to vote on those matters in accordance with their best judgment.

How do I vote?

For Proposal 1 to be voted on at the Annual Meeting, you may vote “For” or “Withhold” for each nominee for director. For each of Proposals 2, 3 and 4 to be voted on at the Annual Meeting, you may vote “For” or “Against” or abstain from voting. See the table below for more details.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request. Whether or not you plan to participate in the virtual Annual Meeting webcast, we urge you to vote in advance by proxy by one of the foregoing means to ensure your vote is counted.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization for assistance on how to vote.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of April 26, 2024.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote through the Internet, by telephone, or by completing a proxy card that may be delivered to you, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted “For” each of the proposals, including for each nominee for director. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares in his or her discretion.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange, or NYSE, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, we believe that Proposals 1, 3 and 4 are considered to be “non-routine” under NYSE rules meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 2 is considered a “routine” matter under stock exchange rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

If you are a beneficial owner of shares held in street name, to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or most current vote via telephone or Internet proxy will be the vote that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count votes in accordance with the requirements summarized in the table below.

What are “broker non-votes?”

When a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules (as described above), the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.”

As a reminder, if you are a beneficial owner of shares held in street name, to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What Vote is Required to Approve Each Proposal and How Are Votes Counted?

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

The following table summarizes the applicable vote required for approval of each item of business to be transacted at the Annual Meeting, assuming there is a quorum. In addition, the table shows the effect on the outcome of the vote of: (i) abstentions (or, in the case of Proposal 1, WITHHOLD votes); (ii) “broker non-votes” or shares held by brokers when a beneficial owner of shares held in “street name” does not provide voting instructions for non-routine matters and, as a result, the broker/nominee is prohibited from voting those shares); and (iii) signed but unmarked proxy cards.

Under stock exchange rules, without voting instructions from beneficial owners, brokers will have discretion to vote on the ratification of the appointment of the independent registered public accounting firm but not on the other proposals.

Is Voting Confidential?

We will keep all the proxies and voting tabulations private. We only let our Inspector of Elections examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make, on the proxy card or elsewhere.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time, we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What Constitutes a Quorum for the Meeting?

The presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the meeting is necessary to constitute a quorum at the meeting. Votes of stockholders of record who are deemed present at the meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

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MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our restated certificate of incorporation and restated bylaws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each Annual Meeting of Stockholders to serve for a three-year term. Our Board of Directors, which consists of nine members, is classified into three classes as follows:

On April 23, 2024, our Nominating and Governance Committee nominated, and our Board thereafter approved on the same date, Bill Sibold, Rebecca Taub, M.D. and Fred B. Craves, Ph.D. for election or re-election at the Annual Meeting for a term of three years to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors have been elected and qualified.

Set forth below are the names of the persons nominated as directors and directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Except as otherwise specified, such information is reflected as of April 29, 2024. As used in certain of the following biographical descriptions, the term “Private Madrigal” refers to Madrigal Pharmaceuticals, Inc., a privately held Delaware corporation focused on developing innovative therapeutic candidates for the treatment of cardiovascular, metabolic and liver diseases prior to the consummation of the Merger; the term “Merger” means the July 22, 2016 business combination transaction and name change which involved the merger of Private Madrigal and a subsidiary of Synta and resulted in the establishment of Public Madrigal; and the term “Synta” refers to Synta Pharmaceuticals Corp., a publicly traded Delaware corporation prior to the consummation of the Merger. Additionally, information is set forth below about the specific experience, qualifications, attributes or skills relevant to service on our Board of Directors.

MANAGEMENT AND CORPORATE GOVERNANCE

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 he or she 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. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our Board of Directors.

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MANAGEMENT AND CORPORATE GOVERNANCE

MANAGEMENT AND CORPORATE GOVERNANCE

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MANAGEMENT AND CORPORATE GOVERNANCE

MANAGEMENT AND CORPORATE GOVERNANCE

Director Independence

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with our company, either directly or indirectly. Based on this review, our Board of Directors has determined that each of its current and nominated directors is independent under applicable listing standards of the Nasdaq Stock Market LLC, or Nasdaq, other than Mr. Sibold, who is our President and Chief Executive Officer, Dr. Taub, who is our Chief Medical Officer and President, Research & Development and Dr. Friedman, who served as our Chief Executive Officer through September 8, 2023. Six of our nine Board members therefore satisfy such independence requirements.

Committees of the Board of Directors and Meetings

Meeting Attendance

Our Board of Directors held 5 meetings during 2023. Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each director attended or participated in at least 75% (or more) of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served during 2023. The Board of Directors has adopted a policy under which each member of the Board of Directors is encouraged, but not required, to attend each Annual Meeting of Stockholders, and all eight of our then-serving directors attended the 2023 Annual Meeting.

Audit Committee

Our Audit Committee is composed of Messrs. Bate (Chairman) and Daly and Dr. Craves. Our Audit Committee held 4 meetings during 2023. Our Board of Directors has determined that each member of the Audit Committee is independent under SEC rules and the applicable listing standards of Nasdaq, as such rules and standards apply specifically to members of audit committees. Our Board of Directors has determined that Mr. Bate is an “audit committee financial expert,” as the SEC has defined that term, and has the requisite financial sophistication in accordance with applicable Nasdaq listing standards. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to:

A copy of the Audit Committee’s written charter is publicly available through the “Investors & Media—Corporate Governance” section of our website at www.madrigalpharma.com.

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MANAGEMENT AND CORPORATE GOVERNANCE

Compensation Committee

Our Compensation Committee is composed of Mr. Bate and Drs. Craves, Levy (Chairman) and Cheong. Our Compensation Committee held 4 meetings during 2023. 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:

The Compensation Committee is charged with establishing a compensation policy for our executives and directors that is designed to attract and retain the best possible executive talent, to motivate them to achieve corporate objectives, and reward them 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 its review of executive compensation matters, the Compensation Committee may delegate any of the powers given to it to a subcommittee of the committee consisting of one or more members of the Compensation Committee or certain members of executive management, with regard to non-executive equity awards and new hire awards.

The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. In October 2016, the Compensation Committee engaged Compensia, Inc., or Compensia, as its independent compensation consultant, continuing through to the present. Compensia was 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 practices 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 representing 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. Their 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 elsewhere in this proxy statement.

MANAGEMENT AND CORPORATE GOVERNANCE

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.

Nominating and Governance Committee

Our Nominating and Governance Committee is composed of Dr. Levy, Drs. Craves (Chairman) and Cheong and Mr. Daly. Our Nominating and Governance Committee held one meeting during 2023 and also covered nomination and governance topics with the full Board in the context of regularly scheduled meetings of the Board of Directors throughout the fiscal year. Our Board of Directors has determined that each member of the Nominating and Governance Committee is independent under SEC rules and the applicable listing standards of Nasdaq. Our Nominating and Governance Committee’s role and responsibilities are set forth in the Nominating and Governance Committee’s written charter and include the authority to:

In future annual meetings, if a stockholder wishes to propose to nominate a director for election, in order to be properly considered by our Nominating and Governance Committee, such proposal must follow the procedures described below as well as under our bylaws, as summarized under “Stockholder Proposals at Future Annual Meetings” at the end of this proxy statement (our “Bylaw Provisions Related to Stockholder Nominations of Director Candidates”).

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. For all potential candidates, our Nominating and Governance Committee may consider all factors it deems relevant, such as a candidate’s: personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, ability to bring skill sets necessary to contribute to the long-term forward-looking strategy and performance objectives of the Company, possible conflicts of interest, diversity, capacity to provide needed depth or complementary skills considered relevant for Board service, capabilities to fill a present need on the Board of Directors, and ability to contribute to, create and sustain value associate with the long-term interests of the Company’s stockholders. Director candidates nominated by stockholders for election at an Annual Meeting must be made in accordance with our Bylaw Provisions Related to Stockholder Nominations of Director Candidates, and are subject to the following requirements and/or considerations. Our Nominating and Governance Committee will consider a recommended nominee from any stockholder or group of affiliated stockholders, and such recommending stockholder or group must have held at least 5% of our common stock for at least one year as of the date the recommendation was made.

Additionally, stockholder recommendations for proposed director nominees must be in writing to the Nominating and Governance Committee, care of our Secretary at Four Tower Bridge, 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania 19428. The recommendation must be accompanied by the following information concerning the recommending stockholder:

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MANAGEMENT AND CORPORATE GOVERNANCE

The recommendation must also be accompanied by the following information concerning the proposed director nominee:

The recommending stockholder must also furnish a statement supporting a view that the proposed nominee possesses the minimum qualifications as set forth below for director nominees and describing the contributions that the proposed nominee would be expected to make to the Board of Directors and to the governance of our company and must state whether, in its view, the proposed nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of our company. The recommendation must also be accompanied by the written consent of the proposed nominee (1) to be considered by the Nominating and Governance Committee and interviewed if the committee chooses to do so in its discretion, and (2) if nominated and elected, to serve as a director.

For all potential candidates, the Nominating and Governance Committee may consider all factors it deems relevant, including the following threshold criteria:

Our Nominating and Governance Committee considers diversity of experience as one of the factors it considers in conducting its assessment of director nominees, along with such other factors as it deems appropriate given the then current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. Consistent with its charter, the Nominating and Governance Committee will strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on the Board and its committees.

MANAGEMENT AND CORPORATE GOVERNANCE

In addition, the Nominating and Governance Committee will also take into account the extent to which the candidate would fill a present need on the Board of Directors, including the extent to which a candidate meets the independence and experience standards promulgated by the SEC and by Nasdaq.

A copy of the Nominating and Governance Committee’s written charter is publicly available through the “Investors & Media—Corporate Governance” section of our website at www.madrigalpharma.com.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee is composed of Mr. Bate and Drs. Craves, Levy (Chairman) and Cheong. No member of our Compensation Committee has at any time been an employee of our company. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Board Leadership Structure

In 2023, the Board determined that it was appropriate for the Company to institute changes to its Board governance structure and implement a separation of the Chairman and Chief Executive Officer functions effective June 15, 2023. Mr. Baker was appointed to serve as the independent Chairman of the Board, succeeding Dr. Friedman (who was then Chief Executive Officer). Our Board believes an independent Chairman provides a strong leadership structure and sound governance in the best interests of the Company and its shareholders, working with the Board, the Chief Executive Officer and management to establish and further the Company’s strategic objectives.

Our Board of Directors has determined that maintaining the independence of a majority of our directors helps maintain the Board’s independent oversight of management and ensures that the appropriate level of independence is applied to all Board decisions. Moreover, in addition to feedback provided during the course of Board meetings, the independent directors conduct regular executive sessions without the presence of Mr. Sibold, Dr. Taub, any other members of management or Dr. Friedman. Our Audit, Compensation, and Nominating and Governance Committees, each consisting of independent directors, oversee critical matters such as our: (i) accounting policies, financial reporting processes, internal control assessment over financial reporting (Audit Committee); (ii) executive compensation program (Compensation Committee); and (iii) selection and evaluation of our directors and director nominees (Nominating and Governance Committee).

Our Board of Directors’ Role in Risk Oversight

Our Board of Directors has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of our executive officers’ management of risks relevant to us. A fundamental part of risk oversight is not only understanding the material risks our company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. The involvement of our Board of Directors in reviewing our business strategy is an integral aspect of its assessment of our management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for us.

While it has overall responsibility for risk oversight, our Board of Directors has delegated oversight responsibility related to certain risks to committees of the Board. Our Audit Committee is responsible for reviewing our policies with respect to risk assessment and risk management, as well as coordinating our internal control over financial reporting, disclosure controls and procedures and code of conduct controls. Our Audit Committee receives periodic reports from officers responsible for oversight of particular risks within our company at regularly scheduled meetings and other reports as requested by our Audit Committee from time to time. The Nominating and Governance Committee reviews our risks associated with governance matters and non-compensation related human resources matters. In addition, our Compensation Committee has authority to oversee risks as to our compensation programs and discusses with management its annual assessment of our employee compensation policies and programs.

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MANAGEMENT AND CORPORATE GOVERNANCE

In addition, our Audit Committee has primary responsibility for overseeing risks associated with our information systems and technology, including cybersecurity. Our Audit Committee receives periodic reports from our information security officer and finance team regarding our information systems and technology and associated policies, processes and practices for managing and mitigating cybersecurity and technology-related risks. We also invest in data protection and information technology. For more information regarding our Board and Audit Committee’s oversight of cybersecurity risks, please refer to our Annual Report on Form 10-K filed with the SEC on February 28, 2024.

Our Board of Directors satisfies its overall responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from relevant officers within our company. Our Board of Directors believes that full and open communication between management and the board is essential for effective risk management and oversight.

Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at ir@madrigalpharma.com. However, any stockholders who wish to address questions regarding our business directly with the Board of Directors, or any individual director, must prepare the communication in written form and mail or hand deliver the same to the following address:

ATTN: SECURITY HOLDER COMMUNICATION

Board of Directors

Madrigal Pharmaceuticals, Inc.

Four Tower Bridge

200 Barr Harbor Drive, Suite 200

West Conshohocken, PA 19428

Such communications should not exceed 500 words in length and must be accompanied by the following information:

The following types of communications are not appropriate for delivery to directors under these procedures:

Communications will be distributed to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board of Directors may be excluded, such as:

MANAGEMENT AND CORPORATE GOVERNANCE

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any outside director upon request.

Information About Our Executive Officers

The following table sets forth certain information regarding our executive officers as of April 29, 2024:

Bill Sibold, Mr. Sibold’s biographical information is set forth above under “Management and Corporate Governance—The Board of Directors.”

Rebecca Taub, M.D., Dr. Taub’s biographical information is set forth above under “Management and Corporate Governance—The Board of Directors.”

Mardi C. Dier was appointed as Senior Vice President and Chief Financial Officer on March 11, 2024. Prior to joining Madrigal, Ms. Dier was most recently Chief Financial Officer of Acelyrin, Inc., where she completed the company’s $621 million initial public offering before departing in August 2023. Prior to that, Ms. Dier was Chief Financial Officer and Executive Vice President of Ultragenyx, responsible for leading the corporate strategy, FP&A, accounting, tax, investor relations, global corporate communications and information technology functions. She joined Ultragenyx from Portola Pharmaceuticals (acquired by Alexion), where she served as Chief Financial Officer for 14 years and, most recently, as Chief Business Officer and Chief Financial Officer. Over the course of her time at Portola, Ms. Dier oversaw a wide range of functions and helped scale the organization from one site with fewer than 100 employees to a global organization with multiple sites in the U.S. and Europe and over 450 employees. Prior to Portola, she served as Vice President of Investor Relations at Chiron Corporation until its acquisition by Novartis. Earlier in her career, she worked as an investment banker at Prudential Securities and, prior to that, was in the audit department of KPMG Peat Marwick. Ms. Dier serves on the Boards of Directors of ORIC Pharmaceuticals, Prelude Therapeutics, Synthekine, Inc. and Health Care Royalty and is a member of the Board of Advisors for the Anderson School of Management at the University of California, Los Angeles (UCLA).

Carole Huntsman was appointed as Chief Commercial Officer on November 20, 2023. Prior to joining Madrigal, Ms. Huntsman was most recently Senior Vice President, Head of Specialty Care North America and U.S. Country Lead at Sanofi, a global pharmaceutical company. In her time at Sanofi, Ms. Huntsman held positions of increasing responsibility, including Head of Multiple Sclerosis, Oncology & Immunology Specialty Care North America, Global Multiple Sclerosis Lead, Sanofi Genzyme, and Vice President, Business Unit Head, Multiple Sclerosis, North America Sanofi Genzyme. Prior to joining Sanofi, during her 32 years in the industry, she served as Senior Vice President, U.S. Neurology & Rheumatology at EMD Serono, Inc. and Vice President, Marketing U.S. Neurology at Serono, Inc. as well as multiple positions at Muro Pharmaceuticals and Pfizer Inc. Prior to joining the biopharmaceutical industry, she served as an Officer in the U.S. Army. Ms. Huntsman holds a B.A. in History from Boston College and an M.B.A. from The Carroll School, Boston College.

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MANAGEMENT AND CORPORATE GOVERNANCE

Robert Waltermire, Ph.D., joined Madrigal in August of 2021, bringing proven expertise in all aspects of chemistry, manufacturing and control (CMC), as well as experience in manufacturing new commercial products. Prior to joining Madrigal, Dr. Waltermire served as Senior Vice President, CMC at VenatoRx from November 2020 to July 2021 and as Senior Vice President, Product Development, of Palatin Technologies from February 2020 to November 2020. From 1988 to 2020, Dr. Waltermire held positions of increasing responsibility at Bristol-Myers Squibb (including Vice President Chemical and Synthetic Development from 2016 to January 2020) and Dupont Pharmaceutical Company.

COMPENSATION DISCUSSION AND ANALYSIS

Table of Contents

This Compensation Discussion and Analysis, or CD&A, explains the policies and objectives underlying our executive compensation program as it relates to the following “named executive officers” whose compensation information is presented in the tables following this discussion under “Executive Officer and Director Compensation,” in accordance with SEC rules.

Executive Summary

CEO Transition and Leadership Changes

2023 marked an inflection point for Madrigal. As our company prepared for commercialization following clinical and regulatory execution during 2023, leadership changes were necessary to ensure commercial launch capabilities and prepare for our next phase of the Company’s growth. To lead the Company through this next commercialization phase, effective September 8, 2023, Bill Sibold was appointed as the Company’s President and Chief Executive Officer, succeeding Dr. Paul Friedman, who continues to serve on our Board of Directors. Following

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COMPENSATION DISCUSSION AND ANALYSIS

Mr. Sibold’s appointment, we reconstituted our broader leadership team in alignment with this next stage of growth in the late 2023 and early 2024.

The Board structured Mr. Sibold’s compensation to create alignment between our strategic goals and stockholder interests, which included the following:

Madrigal’s Focus and Achievements

Our Focus. Madrigal is a biopharmaceutical company dedicated to transforming care for patients with NASH, a serious liver disease that can lead to cirrhosis, liver failure and premature mortality. Our medication, Rezdiffra (resmetirom), is a once-daily, oral, liver-directed THR-b agonist designed to target key underlying causes of NASH. In March 2024, Rezdiffra became the first and only FDA-approved therapy for patients with NASH.

Our Patient Market Opportunity. NASH is a more advanced form of nonalcoholic fatty liver disease (NAFLD). NAFLD has become the most common liver disease in the United States and other developed countries and is characterized by an accumulation of fat in the liver with no other apparent causes. NASH can progress to cirrhosis or liver failure, require liver transplantation and can also result in liver cancer. NASH is the leading cause of liver transplants in the U.S. for women, and is expected to soon be the leading cause of liver transplants overall. Additionally, patients with NASH, especially those with more advanced metabolic risk factors (hypertension, concomitant type 2 diabetes), are at increased risk for adverse cardiovascular events and increased morbidity and mortality. Once patients progress to NASH with moderate to advanced fibrosis (consistent with fibrosis stages F2 and F3), the risk of adverse liver outcomes increases substantially.

Madrigal estimates that approximately 1.5 million patients have been diagnosed with NASH in the U.S., of which approximately 525,000 have NASH with moderate to advanced fibrosis. Madrigal estimates that approximately 315,000 diagnosed patients with NASH with moderate to advanced fibrosis are under the care of specialist physicians Madrigal will be targeting during the launch of Rezdiffra.

Our Clinical Development Program. Madrigal is currently conducting multiple Phase 3 clinical trials to evaluate the safety and efficacy of Rezdiffra for the treatment of NASH, including the pivotal MAESTRO-NASH biopsy study in patients with moderate to advanced fibrosis, the MAESTRO-NASH OUTCOMES study in patients with NASH with compensated cirrhosis and the MAESTRO-NAFLD-1 safety study. Positive results from the pivotal MAESTRO-NASH biopsy study were published in the New England Journal of Medicine in February 2024.

Data from the 52-week, first 1,000-patient portion of MAESTRO-NASH, together with data from MAESTRO-NAFLD-1, the open-label extension of the MAESTRO-NAFLD-1 study, Phase 2 and Phase 1 data, including safety parameters, formed the basis for Madrigal’s successful subpart H submission to the FDA for accelerated approval of Rezdiffra for treatment of NASH with moderate to advanced fibrosis.

COMPENSATION DISCUSSION AND ANALYSIS

The following chart summarizes the status of our Phase 3 clinical development program for Rezdiffra:

Key Developments

On March 14, 2024, Madrigal announced that the FDA granted accelerated approval for Rezdiffra in conjunction with diet and exercise for the treatment of adults with noncirrhotic NASH with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis). This regulatory milestone made Rezdiffra the first and only medication approved by the FDA for the treatment of NASH.

In March 2024, Madrigal announced a public underwritten offering of common stock and pre-funded warrants to purchase common stock (the “March Offering”). We raised gross proceeds totaling approximately $690.0 million. Our net proceeds were approximately $660.0 million, after deducting fees and commissions. We intend to use the net proceeds from the March Offering for commercial activities in connection with the launch of Rezdiffra in the U.S. and for other corporate purposes.

In February 2024, primary results from the MAESTRO-NASH study were published in the New England Journal of Medicine. MAESTRO-NASH is an ongoing Phase 3 trial that enrolled 1,759 patients with biopsy-confirmed NASH. Patients were randomly assigned in a 1:1:1 ratio to receive once-daily Rezdiffra at a dose of 80 mg or 100 mg or placebo. The two primary endpoints at week 52 were NASH resolution with no worsening of fibrosis and an improvement in fibrosis by at least one stage with no worsening of the NAFLD activity score. The key secondary endpoint was the percent change from baseline in LDL cholesterol at week 24. Rezdiffra achieved both primary endpoints and the key secondary endpoint of the MAESTRO-NASH trial. Additionally, Rezdiffra improved liver enzymes, fibrosis biomarkers and imaging tests as compared with placebo. The most common adverse reactions reported in patients treated with Rezdiffra included diarrhea, nausea, pruritis, abdominal pain, vomiting, constipation, and dizziness.

In September 2023, Madrigal announced a public underwritten offering of common stock and pre-funded warrants to purchase common stock (the “September Offering”). The September Offering closed in October 2023. We raised gross proceeds totaling $500 million. Our net proceeds were $472 million, after deducting fees and commissions. We have used and intend to continue to use the net proceeds from the September Offering for our clinical and commercial activities in preparation for a potential launch of resmetirom in the U.S. and for other corporate purposes.

Also in September 2023, Madrigal announced our Board appointed Bill Sibold as the President and Chief Executive Officer of the Company. In connection with this appointment, the size of the Board was increased to nine,

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COMPENSATION DISCUSSION AND ANALYSIS

and Mr. Sibold was also appointed a member of the Board. On Mr. Sibold’s start date, he assumed the duties and responsibilities of the Company’s principal executive officer from Paul Friedman, M.D., who previously served as the Chief Executive Officer since July of 2016. Dr. Friedman continues to serve on the Board as a director of the Company.

2023 Executive Compensation Highlights

The Compensation Committee strives to create a positive relationship between our compensation program and our operational performance and stockholder return. The Compensation Committee established our 2023 compensation program and the associated corporate goals in accordance with this philosophy based on our business plans and objectives. Key compensation decisions and outcomes for 2023 included:

See “Direct Compensation Components” for additional information.

Overview of Our Executive Compensation Program

Objectives of the Company’s Compensation Program

We are focused on developing and commercializing innovative therapeutic candidates for the treatment of cardiovascular, metabolic and liver diseases. To achieve this objective, we have recruited executives with significant industry or scientific experience, including in the areas of commercialization, development and research. The biotechnology industry is very competitive and our success depends upon our ability to attract and retain qualified executives through competitive compensation packages. The Compensation Committee administers the compensation programs for our executive officers with this competitive environment in mind. The Compensation Committee believes our compensation program must balance long-term incentives that create rewards for the realization of our long-term strategic objectives and near-term compensation that rewards our executives for the achievement of annual goals. We believe this approach motivates the attainment of our long-term objectives and aligns the interests of our executives with those of our stockholders. At the same time, our compensation programs are designed to serve as an important retention tool. The Compensation Committee also annually reassesses the company’s compensation approach to align to the continuing maturity of the company.

To this end, the primary objectives of our compensation program are to:

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Determination Process

The Compensation Committee assists the Board of Directors 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’s responsibilities include reviewing and establishing the compensation arrangements for management, including the compensation for our Chief Executive Officer, and establishing and reviewing general compensation policies with the objective to attract and retain industry-leading talent, to reward individual performance and to achieve our financial goals.

The Compensation Committee reviews executive compensation annually. 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 determination for each named executive officer, the Compensation Committee considers our performance against established performance objectives and market data regarding executive compensation at comparable companies. In the case of our Chief Executive Officer, the Compensation Committee evaluates his performance against our established performance objectives and market data regarding executive compensation at comparable companies.

Since 2016, the Compensation Committee has retained the services of Compensia. Compensia assists the Compensation Committee in defining the appropriate peer companies for executive compensation and practices and in measuring our executive compensation program against the peer group. The Compensation Committee uses the information obtained from Compensia primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Compensation Committee also uses information obtained from Compensia to review our cash bonus policy, equity awards, and base salary benchmarks across all levels of the Company. The Compensation Committee determined that Compensia was independent pursuant to SEC rules and the corporate governance rules of Nasdaq and concluded that no conflict of interest exists that would prevent Compensia from independently representing the Compensation Committee.

Comparative Analysis

For purposes of measuring the competitive positioning of our compensation packages, peer companies are generally selected by the Compensation Committee with input from Compensia, primarily using the following criteria: publicly held pre-commercial or early-commercial U.S. biotechnology companies; and companies that fall within a specific market capitalization range relative to our market capitalization at the time of the peer evaluation. Because the biotechnology industry is a dynamic industry, the comparator group used by the Compensation Committee to measure the competitive positioning of our compensation packages is periodically updated to ensure that companies continue to meet the established criteria.

Following positive topline data readouts and a significant increase in the Company’s market capitalization in late 2022, the Compensation Committee approved a new peer group for 2023 to reflect the Company’s updated size. The Company removed 11 peer companies from its peer group for 2022 (Agios Pharmaceuticals, Akero Therapeutics, Cara Therapeutics, Crinetics Pharmaceuticals, CytoDyn, FibroGen, Global Blood Therapeutics, Inovio Pharmaceuticals, Karyopharm Therapeutics, REGENXBIO and Travere Therepeutics) and added five new companies to the peer group (Cerevel Therapeutics Holdings, Denali Therapeutics, Halozyme Therapeutics, Ionis Pharmaceuticals and Sarepta Therapeutics). The selected companies had market capitalizations between $1 billion and $12 billion and generally had revenues of less than $500 million.

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COMPENSATION DISCUSSION AND ANALYSIS

The list of selected comparable companies for purposes of measuring the competitive positioning of the base salary, cash incentive bonus and equity compensation elements of the compensation packages was as follows:

Direct Compensation Components

The components of our direct compensation package are as follows:

Base Salary

Our Compensation Committee reviews base salaries for our named executive officers on an annual basis as part of our compensation program and, in general, may adjust base salaries for a variety of reasons, such as: an executive officer’s success in meeting or exceeding individual performance objectives established by our Compensation Committee; the collective achievement of significant corporate goals, as established by our Compensation Committee; or other factors warranted throughout the year, including for changes in the scope or breadth of an executive officer’s role or responsibilities. Our Compensation Committee will also evaluate an executive officer’s base salary together with other components of the executive officer’s compensation to ensure that the executive officer’s total compensation is in line with our overall compensation philosophy.

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Committee will also realign base salaries with market levels for the same positions if our Compensation Committee, with input from Compensia, identifies significant disparities in peer pay or market changes in its data analysis, or if a change is needed to align our pay practices so we can attract and retain top talent necessary to advance our strategic and operational goals. In light of market rate adjustments and comparisons of Madrigal and peer executive salaries, the Compensation Committee approved 7% annualized increases in executive salaries for 2023, as detailed below.

Annual Cash Incentive Bonus

Our named executive officers are eligible to receive annual cash incentive bonuses. The annual cash incentive bonus each named executive officer is eligible to receive is based on the individual’s target bonus, as a percentage of base salary, and an assessment of individual performance and achievement of pre-established objectives, including research and development, commercial development, and finance and corporate development goals for the 2023 year. The specified percentages for each NEO are established taking into consideration the factors described above and are intended to make our total cash compensation competitive when compared to the peer companies. It is also designed to allocate a significant portion of each executive’s cash compensation opportunity to be contingent on goal achievement and create a significant performance-based component of each executive’s total compensation.

For 2023, the target cash bonus percentage for each of our named executive officers remained in line with 2022 levels, as set forth in the table further below.

For 2023, the Compensation Committee assigned points to each “core” bonus objective based on its determination, with input from our senior management team, of the value of the objective in light of our overall corporate goals and relevant objective achievement for 2023. The Compensation Committee also assigned bonus points for certain additional “bonus” performance objectives within each primary group of performance objectives. Potential achievement of core performance objectives ranged from 0% to 150% as follows: If we achieved a performance objective at less than 75% of the target level, no payout could be earned for that performance objective. If we achieved a performance objective at the target level, 100% of the weighted portion for that objective could be earned. If we achieved a performance objective above the target level, up to 150% of the assigned weighting such objective could be earned. The maximum total cash bonus percentage attainable was 200% of the target level, presuming outperformance of all specified core performance objectives and achievement of all of the bonus performance objectives.

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COMPENSATION DISCUSSION AND ANALYSIS

The performance objectives and associated allocation goal percentage at target for 2023 may be summarized as follows:

In the first quarter of 2024, the Compensation Committee, with input from our senior management team, assessed our achievement of the performance objectives set forth above. Based on its assessment, the Compensation Committee determined that we met “core” performance objectives, while outperforming specific Commercial Objectives. The Compensation Committee further determined that the Company achieved a total bonus point performance of 20% for New Drug Application objectives established previously by the Compensation Committee,

COMPENSATION DISCUSSION AND ANALYSIS

such that overall performance was achieved at 122.5% of the target level (out of a maximum 200% opportunity). As a result, in the first quarter of 2024, the Compensation Committee awarded the following cash bonuses in respect of such 2023 performance:

Long-Term Incentives

We believe that long-term incentives in the form of equity-based awards are critical to meeting the following objectives:

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 Compensation Committee believes that equity-based awards are a strong executive retention tool and align the interests of our executives with the interests of shareholders.

Annual grants of equity awards to our executive officers are approved by our Compensation Committee. The timing of annual equity grants has been generally consistent, with a first quarter grant each year at a regularly scheduled meeting of our Compensation Committee. Such awards have not been coordinated with the public release of material non-public information. In 2023, the Compensation Committee determined to award time-based RSUs to our continuing executive officers in lieu of the stock option awards that it had granted in prior years. In doing so, the Compensation Committee considered that RSUs were the most appropriate award vehicle to meet our incentive and retention objectives for the year given the criticality of named executives’ continued execution over 2023 to successfully achieve our corporate objectives. The Compensation Committee also considered the durability of our program across market conditions as the company approached commercialization given that awards in prior years were 100% stock option-based. The RSUs vest on a one-for-one basis into shares of our common stock.

The determination of the annual grant value levels is a function of a number of factors considered by the Compensation Committee, including in particular for 2023 the significance of the individual to the Company’s successful execution of its strategy and clinical milestones at this point of inflection as we approached

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COMPENSATION DISCUSSION AND ANALYSIS

commercialization, the need to strongly incentivize our executive team to continue to execute on our clinical roadmap and achieve FDA approval, and market competitiveness. As discussed in “Other Compensation Policies and Information—Recent Fiscal 2024 Compensation Decisions” below, we have continued to evolve our long-term incentive structure in 2024 with the introduction of PSUs, in addition to RSUs and stock options, and reduced equity award values compared to 2023.

Accordingly, in January of 2023, at a regularly scheduled meeting, the Compensation Committee made an annual grant of time-based RSUs in the amount of 26,668 RSUs to Dr. Friedman, 20,001 RSUs to Dr. Taub, and 15,001 RSUs to Messrs. Lynch, Howarth and Sukhija. The RSUs vest in four equal installments on each of the four anniversaries of the grant date, provided the recipient remains in service with the Issuer on each such date.

Chief Executive Officer Appointment

As mentioned above, in connection with Mr. Sibold’s appointment as the Company’s President and Chief Executive Officer in September 2023, the Board structured Mr. Sibold’s compensation to create alignment between our strategic goals and stockholder interests as follows:

In determining the value of Mr. Sibold’s compensation opportunity, the Compensation Committee considered the amount that was necessary to attract an executive of his caliber in light of his extensive operating, commercial, transactional and senior management experience. To replace Mr. Sibold’s foregone year-to-date earned bonus at his prior employer, the Compensation Committee awarded the one-time cash sign-on bonus. The Compensation Committee also considered the equity awards forfeited from his prior employer, in determining the amount of his RSU award. The PSU awards can be earned at an amount ranging from 0-300% of target based on achievement of three significant sustained stock price appreciation hurdles over a five-year period. The stock price hurdles are each between 29% and 40% higher than the prior hurdle with the final price hurdle being more than double the stock price at the time of Mr. Sibold’s PSU grant. The Company’s stock must trade at or above the applicable hurdle for 80 trading days in any period of 100 consecutive trading days and for at least 20 days during a single period when the trading window for directors and executive leadership is open in order for the stock price hurdle to be considered achieved. Further, the PSU awards are settled on an extended basis, notwithstanding the date of achievement of the stock price hurdles, pursuant to a vesting schedule that occurs over the 4th to 6th anniversaries of Mr. Sibold’s start date. As of March 31, 2024 none of the three hurdles had been achieved. We believe the structure of the PSU awards will encourage holistic performance achievement, incentivize sustained performance, encourage the long-term retention of Mr. Sibold’s services and directly align Mr. Sibold’s interests with those of our shareholders.

Significant Competitive Harm in Disclosing Thresholds

We have not publicly disclosed the specific stock price hurdles for Mr. Sibold’s PSU award because we believe advance disclosure of the thresholds could cause significant competitive harm to our business. The thresholds were purposefully set to be more aggressive than our long-term financial plan, and fully achievable only by outperforming

COMPENSATION DISCUSSION AND ANALYSIS

such plan. If specific thresholds were disclosed, they could be viewed by our shareholders or the investment community as representing the Company’s public guidance as to its future enterprise value and/or long-term financial plan, which would not align with (i) the Company’s purpose of using the PSU award thresholds to encourage exceptional outperformance of our rigorous financial plan, and (ii) how the Company understands the role the PSU award thresholds have in our long-term business and strategy. Disclosing the specific thresholds could also create a retention risk for our CEO who is crucial to the execution of our next phase of growth by giving insight into the retentive value of the PSU Awards. Companies competing for our top executive talent could use the thresholds’ rigor and the significant challenge of achieving the full award, depending on how many tranches have been earned and what remains of the performance period, to undercut the value of the PSUs by offering a sign-on bonus or a more easily achievable compensation package to induce our CEO to leave the Company.

Chief Commercial Officer Appointment

Ms. Huntsman was appointed as the Company’s Chief Commercial Officer effective November 10, 2023. In connection with the commencement of her employment, the Board approved the following compensation and benefits for Ms. Huntsman: (i) an initial annual base salary of $525,000, (ii) a target annual bonus opportunity equal to 40% of her annual base salary, and (iii) a sign-on equity award of 7,834 time-based RSUs, which will vest ratably over four years, and options to purchase 10,077 shares, of which 25% of the option shares will vest on the first anniversary of the date of grant and 6.25% of the option shares shall vest on each quarterly anniversary following the first anniversary of the date of grant.

Other Compensation Policies and Information

Recent Fiscal 2024 Compensation Decisions

As noted above, the Compensation Committee annually reassesses the company’s compensation approach to align with the continuing maturity and position of the Company. As part of the Company’s continued evolution, in January 2024, the Compensation Committee approved a change to the annual long-term incentive program for 2024 such that the annual grant of equity awards to our executive officers would be comprised of a mix of RSUs, stock options, and PSUs, with each comprising one-third of the total award mix. The Compensation Committee determined that this mix of equity compensation was the most appropriate award vehicle for fiscal year 2024 to address the continued maturity of the Company, motivate our executive officers and align executive performance with interests of shareholders. In addition, the target values of the 2024 equity awards for our executive officers were set below equivalent levels for 2023 awards. The 2024 PSUs for executive officers are set to pay out depending on the Company’s total shareholder return (TSR) performance compared to biotechnology stock index companies as follows: (i) at less than target if TSR performance is less than the 50th percentile of index peer TSR performance and (ii) at 2x of target if TSR performance is equal to or greater than the 90th percentile of index peer TSR performance. Linear interpolation will be applied to determine the payout (between the target and 2x target levels) if TSR performance is between the 50th percentile and the 90th percentile of index peer TSR performance.

Termination of the Employment of Mr. Friedman

Mr. Friedman’s departure qualified as a termination without cause under his existing employment arrangements, and entitled him to receive his annual base salary for 12 months following his departure, his target annual bonus for 2023, paid over 12 months following his departure, and continued vesting of equity awards due to his continued service as a director.

Termination of the Employment of Mr. Sukhija

Upon ceasing to serve as the Company’s Chief Commercial Officer effective September 25, 2023, Mr. Sukhija was entitled to receive separation consideration for a termination without cause consisting of: payment of his annual base salary for 12 months; his target annual bonus for 2023, paid over 12 months; acceleration of stock options to

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COMPENSATION DISCUSSION AND ANALYSIS

purchase 28,500 shares of common stock, which would have otherwise become exercisable in the ordinary course with continued service over the next 12 months; and continuation of medical benefit coverage for 12 months following his date of separation.

Other Benefits

We maintain broad-based benefits that are provided to all employees, including health insurance, life and disability insurance, dental insurance, and a 401(k) plan with a matching company contribution. Our named executive officers participate in the benefits programs generally on the same basis as all employees, except that Dr. Taub has elected to forego group life and disability insurance and 401(k) plan participation, and Dr. Friedman had elected to forego group life and disability insurance, 401(k) plan, and health and dental insurance plan participation.

Agreements

We have entered into agreements with each of our named executive officers, which agreements provide financial protection against the potential loss of employment in designated circumstances, and which the Compensation Committee believes will allow the executives to focus attention on the best interests of the stockholders, without undue concern as to the executive’s own financial situation. None of these agreements contains a tax gross-up provision. A summary of the material terms of these agreements may be found in this proxy statement under the section entitled “Executive Officer and Director Compensation; Employment Retention, Severance and Change in Control Arrangements” and “-; Potential Qualifying Separation and Change of Control Payments.”

Clawback Policies

In November 2023, the Board of Directors adopted a compensation recovery, or “clawback,” policy for cash and equity incentive awards paid to executive officers providing for the recovery of applicable incentive-based compensation from current and former executive officers of the Company if we are required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, as required by the Dodd-Frank Act and corresponding Nasdaq listing standards.

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 long-term incentive 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, the Company’s Corporate Code of Conduct and Ethics (or any successor or replacement code of conduct for employees) or a significant ethics or compliance policy of the Company.

Advisory Vote on Executive Compensation

At our 2023 Annual Meeting of Stockholders, we conducted an advisory vote on executive compensation. Approximately 94% of the votes cast on this advisory vote proposal were in favor of our named executive officer compensation as disclosed in last year’s proxy statement. The Board of Directors and Compensation Committee reviews the advisory vote results in the context of our overall compensation philosophy and programs and other relevant competitive, incentive and market developments affecting executive officer compensation, in order to assess the need for changes to our executive compensation programs and policies.

Executive Compensation and Risk-Taking

We have sought to align the equity and cash components of our executive compensation program with industry peers in order to offer compensation packages that enable us to attract and retain talented executive officers. The

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee continues to evaluate the relative importance of equity and cash components of total compensation. We do not believe that our executive compensation program encourages excessive risk-taking by our executive officers. For example, long-term equity awards tied to the value of our common stock represent a significant component of an executive officer’s total direct compensation, as evidenced by the compensation breakdown contained in the Summary Compensation Table that follows. Those awards promote a long-term commonality of interest between our executive officers and our stockholders in sustaining and increasing stockholder value. Because the equity awards are typically made on an annual basis to our executive officers, vested and unvested awards that are outstanding can decrease in value or have no value in the event of stock price declines, whether due to market factors or whether our business is not managed to achieve its long-term goals. Thus, our executive compensation program is not heavily weighted toward short-term incentives, and we have taken what we believe are reasonable steps to protect against the potential of disproportionately large short-term incentives that might encourage excessive risk taking.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table shows for the fiscal years ended December 31, 2023, 2022, and 2021, the compensation awarded to or earned by our named executive officers.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Grants of Plan-Based Awards

The following table shows information regarding grants of plan-based awards during the fiscal year end December 31, 2023 to our named executive officers.