Madrigal Pharmaceuticals Inc

This proposal asks stockholders to cast a non-binding advisory vote approving the 2025 compensation of Madrigal’s named executive officers as disclosed in the proxy statement. Management seeks this endorsement to confirm stockholder support for its pay-for-performance framework—a mix of base salary, annual cash incentives tied to corporate goals (notably product launch and revenue metrics) and long-term equity incentives comprising PSUs, RSUs and stock options. The Compensation Committee emphasizes that 2025 pay outcomes reflected strong commercial execution—net product revenue near $1 billion and material pipeline and IP accomplishments—leading to above-target incentive payouts and significant equity grants tied to relative TSR and other retention features. The proposal is non-binding, but the Board intends to consider the advisory vote when setting future compensation policies; historically the Company received ~99% support on say-on-pay. Key governance features discussed by management include multi-year PSU performance metrics, minimum vesting periods, clawback policies and use of an independent compensation consultant. From a shareholder perspective, important considerations include the level and form of equity granted (affecting dilution and alignment), the strength of pay-for-performance linkage (relative TSR, revenue goals), and severance/change-in-control protections. The Board recommends FOR the proposal on the grounds that the program aligns executive incentives with long-term shareholder value while providing competitive compensation necessary to retain talent during commercialization and pipeline expansion. An informed vote should weigh demonstrated operational success in 2025, the structure of long-term incentives, and potential dilution from equity programs alongside governance safeguards such as clawbacks and double-trigger change-in-control vesting.

This proposal requests shareholder approval of a new equity compensation plan that would replace the Company’s 2015 Plan and add 760,000 new shares to bring the total share reserve to 971,145 (the existing 211,145 available under the 2015 Plan plus the new request). Management frames the 2026 Plan as necessary to continue to grant competitive equity awards to attract and retain employees, executives and non-employee directors during commercialization and pipeline growth. Key plan governance features include a fixed share reserve (no evergreen), a one‑year minimum vesting requirement with limited exceptions, prohibition on repricing options/SARs without shareholder approval, a clawback/recoupment provision, double-trigger change-in-control acceleration, annual director compensation caps, and limits on liberal share recycling — all of which are intended to address common shareholder governance concerns. From a dilution and shareholder-value standpoint, the company provides detailed overhang and burn-rate metrics (company estimates potential post-approval overhang of roughly 11.3% on a fully‑diluted basis and a recent three-year average burn rate of ~2.7%), which investors should weigh against talent retention and incentive needs following a successful product launch. The Compensation Committee justifies the request citing the Company’s rapid commercial growth (2025 net product revenue ~$958M, >36,250 active patients), forthcoming pipeline and the need to offer market-competitive long-term incentives (mix of options, RSUs and PSUs tied to relative TSR and performance). For shareholders evaluating the proposal, material considerations include the quantum of the requested share pool relative to outstanding shares and convertible securities, the plan’s anti-dilution and anti-recycling provisions, performance metric design for PSUs, double-trigger protections for change-in-control events, and director compensation limits. The Board recommends a FOR vote, arguing that the 2026 Plan balances managerial retention and incentive needs with governance safeguards designed to limit dilution and protect stockholder interests.

This proposal seeks approval of an employee stock purchase plan reserving 460,840 shares to enable broad employee participation in ownership through payroll deductions. The plan contains both a Section 423 (U.S.-tax-qualified) component and a non-423 component to accommodate international employees and local law requirements; the typical U.S. offering price is 85% of the lesser of the offering-date or exercise-date fair market value, subject to a $25,000 annual purchase limit per participant (or such other limit set by the Administrator). Offerings may be structured in purchase periods up to 27 months, and the first expected offering period is December 1, 2026–May 31, 2027. Management argues the ESPP will foster employee ownership, aid retention and recruitment, and give employees a direct stake in the Company’s commercial and pipeline progress. From a governance/dilution perspective, the Company discloses the aggregate market value of the reserved shares at the March 31, 2026 price and specifies administrative features, eligibility rules, transfer restrictions and change-of-control provisions; shareholders should weigh the modest dilution relative to the total share count against the benefits of employee alignment. The inclusion of a non-423 component is a practical concession to permit participation by employees in jurisdictions where U.S. tax-qualified plans are not feasible. The Board recommends a FOR vote on the grounds that the program supports workforce ownership and competitive employee compensation practices while preserving administrative flexibility and safeguards.

This agenda item is a procedural placeholder to allow the meeting to consider and vote on any other matters that are properly presented at the Annual Meeting or at any adjournment. Because the item is unspecified, there is no discrete resolution text to analyze in advance; any such matters would be accompanied by supplemental disclosure or management/Audit/Compensation Committee recommendations as applicable at or prior to the meeting. From a governance perspective, the inclusion of a catch‑all "other business" item is standard practice and does not in itself change the proxy economics for the five enumerated proposals; however, any substantive proposal introduced under this item should be evaluated on its own merits and may require separate informational disclosure. If stockholders or other parties intend to raise proposals under this agenda line, they must comply with the Company’s bylaws and SEC rules (including timing and information requirements) described in the proxy. Because this is open-ended, sophisticated investors should monitor meeting materials and any supplemental filings for details and any management recommendations prior to casting votes.