Madrigal Pharmaceuticals (MDGL) appoints J&J R&D leader John C. Reed to board
Rhea-AI Filing Summary
Madrigal Pharmaceuticals, Inc. expanded its Board of Directors from eight to nine members and elected John C. Reed, M.D., Ph.D. as a Class II director effective August 11, 2026, with a term expiring at the 2027 annual meeting. He was appointed to the Board’s Science and Technology Committee. As a non-employee director, he will receive an annual cash retainer of $50,000 plus $10,000 annually for committee service, under Madrigal’s Non-Employee Director Compensation Policy. In connection with his appointment, he will receive an equity grant valued at $675,000, split equally between nonqualified stock options and restricted stock units under the 2026 Stock Plan, subject to multi-year vesting tied to continued service. Madrigal highlighted Dr. Reed’s current leadership role at Johnson & Johnson and his extensive biopharmaceutical and research background, and reiterated its focus on Rezdiffra, the first medication approved by the FDA and European Commission for MASH with fibrosis stages F2 to F3.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size: 9 members
Annual director cash retainer: $50,000
Committee fee: $10,000
+2 more
5 metrics
Board size
9 members
Board expanded from eight to nine members on August 11, 2026
Annual director cash retainer
$50,000
Annual cash retainer for Dr. Reed as a non-employee director
Committee fee
$10,000
Annual cash compensation for Science and Technology Committee service
Initial equity grant value
$675,000
Equity grant to Dr. Reed, 50% stock options and 50% RSUs under 2026 Stock Plan
RSU vesting period
2 years
Half of RSUs vest on first anniversary, half on second anniversary of grant date
Key Terms
Non-Employee Director Compensation Policy, restricted stock units, indemnification agreement, Regulation FD Disclosure, +2 more
6 terms
Non-Employee Director Compensation Policy financial
"As a non-employee director, in accordance with the Company's Non-Employee Director Compensation Policy"
restricted stock units financial
"50% restricted stock units of the Company (the "RSU Grant"), in each case pursuant"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
indemnification agreement regulatory
"Dr. Reed will enter into an indemnification agreement with the Company consistent with"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On August 12, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This press release includes “forward-looking statements” made pursuant to the safe harbor"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
metabolic dysfunction-associated steatohepatitis (MASH) medical
"focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (MASH)"
Metabolic dysfunction-associated steatohepatitis (MASH) is a liver condition characterized by inflammation and fat buildup caused by metabolic issues like obesity and insulin resistance. It can lead to liver damage over time, similar to rust gradually weakening metal. Because it is linked to widespread health problems such as diabetes and heart disease, MASH is becoming an important factor in overall health risks and healthcare costs, which can impact economic and investment considerations.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Madrigal Pharmaceuticals (MDGL) announce on August 11, 2026?
Madrigal’s Board expanded from eight to nine members and elected John C. Reed, M.D., Ph.D. as a Class II director effective August 11, 2026, with a term running until the 2027 annual meeting or until a successor is qualified.
What compensation will John C. Reed receive as a Madrigal (MDGL) director?
Dr. Reed will receive an annual cash retainer of $50,000 plus $10,000 annually for serving on the Science and Technology Committee, and an initial equity grant valued at $675,000, split between stock options and restricted stock units.
How is John C. Reed’s equity grant at Madrigal (MDGL) structured and vested?
The $675,000 equity grant is split 50% into nonqualified stock options and 50% into restricted stock units under the 2026 Stock Plan, with both components vesting over up to two years, conditioned on Dr. Reed’s continued service on specified dates.
What is John C. Reed’s current role outside Madrigal Pharmaceuticals (MDGL)?
Dr. Reed serves as Executive Vice President, Innovative Medicine, Research & Development at Johnson & Johnson and is a member of J&J’s Executive Committee, leading research and development across oncology, immunology, neuroscience and other high unmet-need areas.
What therapeutic area and product did Madrigal Pharmaceuticals (MDGL) highlight in this filing?
Madrigal focuses on treatments for metabolic dysfunction-associated steatohepatitis (MASH). It highlighted Rezdiffra (resmetirom), a once-daily oral THR-β agonist and the first medication approved by the FDA and European Commission for MASH with fibrosis stages F2 to F3.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2026
____________________
(Exact name of registrant as specified in its charter)
____________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
(267 ) 824-2827
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2026, the Board of Directors (the "Board") of Madrigal Pharmaceuticals, Inc. (the "Company") expanded the size of the Board from eight to nine members and, following the recommendation of its Nominating and Governance Committee, elected John C. Reed, M.D., Ph.D. to fill the newly created vacancy on the Board effective as of August 11, 2026. Dr. Reed will serve as a Class II director with a term expiring at the annual meeting of stockholders to be held in 2027 or until his successor is duly elected and qualified. Dr. Reed has been appointed to the Science and Technology Committee of the Board.
As a non-employee director, in accordance with the Company's Non-Employee Director Compensation Policy, Dr. Reed will receive an annual cash retainer of $50,000. He will also be entitled to $10,000 annually for his service on the Science and Technology Committee. In addition, in connection with his appointment to the Board, Dr. Reed will receive an equity grant with a value of $675,000, consisting of 50% nonqualified stock options ("Options") to purchase shares of common stock of the Company (the "Option Grant") and 50% restricted stock units of the Company (the "RSU Grant"), in each case pursuant to the Company's 2026 Stock Plan. The Option Grant will vest as to 50% of such Options on the first anniversary of the grant date and 12.5% of such Options on the last day of each successive three-month period for four successive three-month periods, subject to Dr. Reed's continued service on such dates. Half of the shares underlying the RSU Grant will vest on the first anniversary of the grant date and the remaining half will vest on the second anniversary of the grant date, subject to Dr. Reed’s continued service on such dates. Dr. Reed will also be entitled to an annual award on the date of the Company’s annual meeting of stockholders consistent with other non-employee directors of the Board, prorated based on the date of his appointment. In addition, Dr. Reed will enter into an indemnification agreement with the Company consistent with the form of the existing indemnification agreement entered into between the Company and its non-employee directors.
There are no arrangements or understandings between Dr. Reed and any other persons pursuant to which he was selected as a director. Additionally, Dr. Reed has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 12, 2026, the Company issued a press release announcing the foregoing. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 99.1 | Press Release dated August 12, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MADRIGAL PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Mardi Dier | |||||||
| Name: Mardi Dier | ||||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||||
| Date: August 12, 2026 | ||||||||
3
Exhibit 99.1
Madrigal Appoints John C. Reed, M.D., Ph.D., to its Board of Directors
CONSHOHOCKEN, Pa., August 12, 2026 – Madrigal Pharmaceuticals, Inc. (NASDAQ: MDGL), a biopharmaceutical company focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (MASH), today announced it has appointed John C. Reed, M.D., Ph.D., to its Board of Directors.
Dr. Reed currently serves as Executive Vice President, Innovative Medicine, Research & Development at Johnson & Johnson (“J&J”) and is a member of J&J's Executive Committee, where he leads research and development across oncology, immunology, neuroscience and other areas of significant unmet medical need.
Julian Baker, Chairman of the Board of Directors of Madrigal, stated, "I am pleased to welcome John Reed to Madrigal. John is one of the biopharma industry’s most accomplished physician-scientists and research leaders, with an extraordinary track record of advancing innovative medicines and building premier research organizations. His deep scientific expertise, strategic leadership and global experience developing breakthrough therapies will be invaluable as Madrigal continues to grow and expand its leadership in MASH."
Bill Sibold, Chief Executive Officer of Madrigal, added, "John's appointment reflects Madrigal's continued commitment to scientific excellence and long-term innovation. As we build on the successful launch of Rezdiffra and advance our industry-leading MASH pipeline, John's insights across drug discovery, translational medicine and global R&D strategy will be an important asset to our Board and management team."
Prior to joining Johnson & Johnson in April 2023, Dr. Reed held executive leadership positions at Sanofi and Roche, serving on their respective executive committees. Earlier in his career, he served as President and Chief Executive Officer of Sanford-Burnham Medical Research Institute (now Sanford Burnham Prebys), where he established multiple disease-focused research centers and platform technology organizations.
An internationally recognized leader in biomedical research, Dr. Reed has authored more than 900 scientific publications, holds more than 130 patents and has been consistently recognized among the world's most highly cited researchers in life sciences and medicine. He is a Fellow of the American Association for the Advancement of Science and has received numerous awards recognizing his contributions to biomedical research and innovation. He earned a Bachelor of Arts in Chemistry from the University of Virginia and both his M.D. and Ph.D. in Immunology from the University of Pennsylvania School of Medicine.
About Madrigal
Madrigal Pharmaceuticals, Inc. (Nasdaq: MDGL) is a biopharmaceutical company focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (MASH), a liver disease with high unmet medical need. Madrigal’s medication, Rezdiffra (resmetirom), is a once-daily, oral, liver-directed THR-β agonist designed to target key underlying causes of MASH. Rezdiffra was the first medication approved by both the FDA and European Commission for the treatment of MASH with moderate to advanced fibrosis (F2 to F3). An ongoing Phase 3 outcomes trial is evaluating Rezdiffra for the treatment of compensated MASH cirrhosis (F4c). For more information, visit www.madrigalpharma.com and follow us on LinkedIn.
Forward-Looking Statements
This press release includes “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, including statements related to Madrigal’s growth, Madrigal’s leadership position in the MASH sector and Madrigal’s ability to advance its pipeline. Forward-looking statements are subject to a number of risks and uncertainties including, but not limited to: the assumptions underlying the forward-looking statements; Madrigal’s ability to successfully commercialize Rezdiffra in the U.S. and Europe; risks related to obtaining and maintaining regulatory approvals, including, but not limited to, potential regulatory delays or rejections; Madrigal’s history of operating losses and the possibility that Madrigal may never achieve or maintain profitability; risks associated with meeting the objectives of Madrigal’s clinical trials, including, but not limited to Madrigal’s ability to achieve enrollment objectives concerning patient numbers (including an adequate safety database), outcomes objectives and/or timing objectives for its trials; any delays or failures in enrollment, and the occurrence of adverse safety events; risks related to the effects of Rezdiffra’s (resmetirom’s) mechanism of action or of any other product candidate; market demand for and acceptance of Rezdiffra; Madrigal’s ability to service indebtedness and otherwise comply with debt covenants; outcomes or trends from competitors; future topline data timing or results; Madrigal’s ability to prevent and/or mitigate cyber-attacks; Madrigal’s ability to protect its intellectual property rights; the uncertainties inherent in clinical testing; uncertainties concerning analyses or assessments outside of a controlled clinical trial; and changes in laws and regulations applicable to Madrigal’s business and its ability to comply with such laws and regulations. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by applicable law, Madrigal undertakes no obligation to update any forward-looking statements to reflect new information, events, or circumstances after the date they are made, or to reflect the occurrence of unanticipated events. Please refer to Madrigal’s reports filed with the U.S. Securities and Exchange Commission (SEC) for more detailed information regarding these risks and uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. Madrigal specifically discusses these risks and uncertainties in greater detail in the sections appearing in Part I, Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2025, and as updated from time to time by Madrigal’s other filings with the SEC.
Madrigal may use its website to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor Madrigal’s website in addition to following its press releases, filings with the SEC, public conference calls, and webcasts.
Madrigal Pharmaceuticals, Rezdiffra® and associated logos are trademarks of Madrigal Pharmaceuticals, Inc.
Investor Contact
Tina Ventura, IR@madrigalpharma.com
Media Contact
Chris Frates, media@madrigalpharma.com