Madrigal Pharmaceuticals Inc.
04/17/2025 | Press release | Distributed by Public on 04/17/2025 14:53
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 16, 2025, Madrigal Pharmaceuticals, Inc. (the "Company") entered into that certain Letter Agreement (the "Letter Agreement") with Dr. Rebecca Taub, the Company's Chief Medical Officer and President of Research and Development. Pursuant to the Letter Agreement, effective as of April 21, 2025, Dr. Taub will transition from her current role and responsibilities to a new role as a Senior Scientific and Medical Advisor to the Company through the end of 2025. During this period, Dr. Taub will offer transition support, as well as provide scientific and medical guidance for the Company's programs for metabolic dysfunction-associated steatohepatitis. Dr. Taub will continue to serve on the Company's Board of Directors.
Pursuant to the Letter Agreement, Dr. Taub will continue to receive her 2025 base salary of $621,000 through December 31, 2025 (the "End Date"), which may be mutually extended by Dr. Taub and the Company. Dr. Taub is also eligible to receive an annual performance-based cash bonus for 2025, with a target bonus opportunity equal to 50% of her annual base salary, subject to her continued employment with the Company as of the End Date.
In addition, on April 16, 2025, Dr. Taub entered into a Severance and Change of Control Agreement with the Company (the "Severance and Change of Control Agreement"), consistent with other executives of the Company. Pursuant to the Severance and Change of Control Agreement, Dr. Taub will be entitled to the following severance benefits, subject to the execution of a general release of claims, if (i) her employment is terminated by action of the Company other than for "cause" (as defined in the Severance and Change of Control Agreement) or (ii) she terminates her employment for "good reason" (as defined in the Severance and Change of Control Agreement) (each a "Qualifying Separation"): (a) continuation of payment of her then-current annual base salary for a twelve-month period; (b) a separation bonus in an amount equal to the target annual bonus for the year in which she receives the continuation of her salary, payable in twelve monthly installments; (c) full acceleration of vesting of any and all equity awards outstanding immediately prior to the termination; and (d) continuation of health benefits for twelve months. Dr. Taub will be entitled to these same severance benefits (paid in lump sum rather than over a twelve-month period) if such Qualifying Separation occurs within a period of one year following a "change of control" (as defined in the Severance and Change of Control Agreement). Dr. Taub will be entitled to the foregoing separation benefits if her employment with the Company is not extended beyond the End Date.
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