Bill Sibold
MADRIGAL PHARMACEUTICALSAbout Bill Sibold
Bill Sibold, 58, is President & CEO of Madrigal Pharmaceuticals and a Class II director since September 2023; he holds a B.A. in Molecular Biophysics & Biochemistry from Yale and an MBA from Harvard Business School . Under his leadership, Madrigal launched Rezdiffra (resmetirom), generating $180.1M net product revenue in 2024 and accelerating market access, with subsequent quarterly sales of $137.3M (Q1’25), $212.8M (Q2’25) and $287.3M (Q3’25) and more than 29,500 patients on therapy by Sept. 30, 2025 . The Board remains independently chaired (Julian Baker) and conducts executive sessions without management, supporting governance separation of CEO/Chair roles; Sibold is not independent per Nasdaq standards due to his executive role . Say‑on‑pay support was 95% in 2024, continuing a five‑year trend ≥94%, reflecting investor alignment with incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanofi | Executive Vice President, Specialty Care; President, Sanofi North America; Member of Executive Committee | 2017–Sep 2023 | Led global organization (~10,000 employees) across five specialty therapeutic areas, advancing commercialization programs . |
| Sanofi Genzyme | SVP, Global Franchise Head, Multiple Sclerosis, Oncology & Immunology | 2015–2017 | Directed specialty franchises, setting portfolio strategy and execution . |
| Sanofi Specialty Care | Global Franchise Head, Multiple Sclerosis | 2011–2015 | Built MS commercial platform and global product execution . |
| Avanir Pharmaceuticals | Chief Commercial Officer | Prior to 2011 | Led commercial operations, launching and scaling specialty products . |
| Lycera Corp. | President & CEO | Prior to 2011 | Operated biotech platform; executive leadership and strategy . |
| Biogen | SVP, U.S. Commercial | Prior to 2011 | Ran U.S. commercial business, major launches and market development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No additional public company board roles disclosed for Sibold . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $875,000 | $892,500 |
| Target Bonus (% of salary) | 75% | 75% |
| Target Bonus ($) | $656,250 | $669,375 |
| Actual Bonus Paid ($) | $268,000 | $950,513 |
| Stock Awards ($) | $31,205,000 | $7,558,495 |
| Option Awards ($) | $0 | $2,805,309 |
| All Other Compensation ($) | $0 | $10,350 |
| Total Compensation ($) | $32,268,400 | $12,214,250 |
| CEO Pay Ratio | — | 38:1 |
Notes:
- 2024 annual incentive payout reflected 142% achievement vs corporate goals; actual payout $950,513 vs target $669,375 .
- “All Other Compensation” for 2024 reflects 401(k) match ($10,350) .
Performance Compensation
| Incentive Type | Metric(s) | Weighting at Target | Target | Actual | Payout Scaling | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (Corporate Scorecard) | FDA Approval | 25.33% | Approval in 2024 | Approved Mar 14, 2024 | Contributed to 142% overall payout | Cash paid Q1’25 |
| Study Enrollment (MAESTRO-NASH OUTCOMES) | 12.33% | Enrollment target | 845 enrolled by Oct 2024 | Included in 142% overall payout | — | |
| Resmetirom Launch (U.S.) | 20.33% | Launch milestones | $180.1M net revenue FY2024 | Included in 142% overall payout | — | |
| Market Access | 5.33% | Coverage goal | >80% commercial lives by 9/30/24 | Included in 142% overall payout | — | |
| Sales | 10.33% | Internal targets | Exceeded | Included in 142% overall payout | — | |
| Medical Affairs | 5.33% | Awareness goals | Achieved significant awareness | Included in 142% overall payout | — | |
| Financing | 5.33% | Capital raise | $690M gross proceeds | Included in 142% overall payout | — | |
| Pipeline Expansion | 10.33% | Diligence milestones | Evaluations completed | Included in 142% overall payout | — | |
| Intellectual Property | 5.33% | Patent prosecution | Executed | Included in 142% overall payout | — | |
| Long‑Term Incentives (LTI) – 2024 mix | RSUs, Options, PSUs (equal thirds) | — | — | Granted | RSUs/time, Options/time, PSUs/performance (relative TSR) | RSUs: 25% per year for 4 years; Options per award terms; PSUs based on TSR over 3 years |
| 2024 CEO Grants (Target) | PSUs | — | 12,250 units; $2.805M | Granted | Earnout tied to relative TSR vs Nasdaq Biotech Index | 3‑year performance period |
| Stock Options | — | 18,459 options; $2.805M | Granted | Time-based | Exercise price $229.00; expires 1/23/2031 | |
| RSUs | — | 12,250 units; $2.805M | Granted | Time-based | 25% per year over 4 anniversaries | |
| In‑Cycle CEO PSUs (2023 new‑hire award) | Stock price hurdles (sustained) | — | 0–300% of target | 50,000 shares earned Feb 27, 2025 | Settlement deferred (earned shares settle on 4th–6th anniversaries) | First tranche settles Sep 8, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Apr 1, 2025) | 13,384 shares; includes 7,616 owned and 5,768 exercisable options within 60 days; <1% of outstanding shares . |
| Outstanding/Unvested Awards (12/31/2024) | RSUs: 12,250 (2024 grant) valued $3,779,983; PSUs: 24,500 (2024 grant) valued $7,559,965; Options: 18,459 unexercisable at $229.00 (expire 1/23/2031); plus 37,500 RSUs (9/11/2023 grant) and 50,000 PSUs (9/11/2023 award) . |
| 2024 Vested RSUs (realized) | 12,500 shares; value $3,048,625 . |
| Hedging/Pledging | Company prohibits pledging and hedging of company securities by officers/directors . |
| Ownership Guidelines | Not disclosed in the proxy. |
Employment Terms
| Provision | Term |
|---|---|
| Severance (Qualifying Separation, no Change of Control) | Base salary continuation for 18 months; earned but unpaid prior‑year bonus; prorated current‑year bonus based on actual performance; separation bonus equal to 150% of target bonus paid over 18 months; 12 months accelerated vesting for time‑based awards (specific treatment for 2023 hire RSUs); PSUs continue for 120 days post‑separation per award terms; up to 18 months COBRA benefits; release required . |
| Severance (Qualifying Separation within 18 months post Change of Control) | Lump sum equal to 24 months base salary; earned but unpaid prior‑year bonus and prorated current‑year bonus based on actual performance; separation bonus equal to 200% of target; full acceleration of unvested time‑based equity; up to 18 months COBRA benefits; release required . |
| Hypothetical Severance Values (as of 12/31/2024 stock price $308.57) | No CoC: Salary $1,338,750; Bonus $1,954,575; Benefits $47,123; Market value of vesting $4,205,035; With CoC: Salary $1,785,000; Bonus $2,289,263; Benefits $47,123; Market value of vesting $36,028,623 . |
| Clawback Policies | Dodd‑Frank compliant clawback (restatement) adopted Nov 2023; supplemental misconduct clawback adopted Apr 2024 . |
| Tax Gross‑ups | None in executive agreements . |
Board Governance
- Board service: Class II director; term expires at 2027 annual meeting .
- Independence: Not independent (serves as CEO). Board has seven independent directors; independent Chair since June 2023; regular executive sessions without CEO .
- Committees: Sibold not listed as a member of Audit, Compensation, Nominating & Governance, or Science & Technology committees .
- Meeting attendance: Directors attended ≥75% of board/committee meetings in 2024; all nine directors attended the 2024 annual meeting .
Director Compensation
- As CEO/director, Sibold received no separate director compensation in 2024; director pay applies only to non‑employee directors .
- Non‑employee director program (context): $50,000 annual board retainer; committee and chair retainers per schedule; annual equity grants ~714 RSUs and options to purchase 1,105 shares (vesting after one year) .
Compensation Peer Group (Benchmarking)
- 2024 peer group used for salary, bonus targets, and LTI decisions included companies such as ACADIA, Amicus, Apellis, Arrowhead, Axsome, Blueprint, BridgeBio, Corcept, Denali, Halozyme, Harmony, ImmunoGen, Insmed, Ionis, Intra‑Cellular, Krystal, Mirati, Reata, Ultragenyx, etc. (market cap $1–$12B; revenues < $500M) .
Performance & Track Record
| Metric | 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Net Product Revenue ($M) | $180.1 | $137.3 | $212.8 | $287.3 |
| Patients on Therapy | ~11,800 by YE 2024 | >17,000 (Mar 31) | >23,000 (Jun 30) | >29,500 (Sep 30) |
| Market Access | >80% commercial coverage by 9/30/24 | — | — | >10,000 HCPs prescribing |
| IP & Geography | FDA approval Mar 2024 ; EU approval Aug 2025; launched in Germany; U.S. patent protection into 2045 . |
Equity Ownership & Trading Signals
- Insider selling pressure: Sibold had RSUs vest in 2024 (12,500 shares) and no option exercises; vesting schedules/PSU settlement are long‑dated, indicating retentive equity structure and deferred liquidity on 2023 PSU awards .
- Alignment: Equal‑mix LTI (RSUs/options/PSUs), anti‑hedging/pledging, and strong say‑on‑pay results suggest alignment with shareholders and risk controls .
Employment Terms
| Item | Detail |
|---|---|
| Start Date | Appointed CEO effective September 8, 2023 . |
| Contract Length/Renewal | Not disclosed in proxy. |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed in proxy. |
| Post‑termination consulting | Not disclosed in proxy. |
Investment Implications
- Pay‑for‑performance linkage: Annual bonus tied to operational/financial milestones and LTI mix incorporating relative TSR PSUs creates direct alignment with commercialization success and share performance; 2024 payout (142%) was driven by FDA approval, rapid adoption, and financing/IP execution .
- Retention risk mitigants: Deferred settlement of 2023 CEO PSUs and time‑based vesting of RSUs/options provide retentive value; double‑trigger protections and clawbacks balance retention with governance discipline; no tax gross‑ups or hedging/pledging permitted .
- Trading signals: Continued quarterly revenue acceleration, expanding patient base, EU approval and patent protection into 2045 underpin medium‑term visibility; incentive design emphasizing TSR and revenue may support sustained focus on growth while governance structure (independent chair, strong say‑on‑pay) reduces dual‑role risk from CEO/director status .