Madrigal Pharmaceuticals (MDGL) Proxy filing summary

Executive summary

• Achieved $958.4 million in net sales in 2025, with Rezdiffra becoming the standard of care for MASH and over 36,250 patients on therapy by year-end, representing less than 8% market penetration.

• Expanded pipeline to over ten programs, including oral GLP-1, DGAT-2 inhibitor, and siRNA programs, aiming for combination regimens to improve outcomes.

• Secured patent protection for Rezdiffra into 2045, providing a long runway for growth.

• Launched Rezdiffra in Germany and advanced toward potential F4c indication expansion.

Voting matters and shareholder proposals

• Stockholders to vote on: election of three Class I directors, advisory approval of executive compensation, ratification of PwC as auditor, approval of 2026 Stock Plan, and approval of 2026 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, with six independent directors; three Class I directors nominated for re-election for three-year terms.

• Board committees include Audit, Compensation, Nominating and Governance, and Science and Technology, all with independent members.

• Board skills include biopharma leadership, drug development, commercialization, regulatory, finance, and cybersecurity.

• No stockholder rights plans; annual say-on-pay vote; independent chairperson.