Jacqualyn A. Fouse
MADRIGAL PHARMACEUTICALSAbout Jacqualyn A. Fouse
Jacqualyn A. Fouse, Ph.D. (age 63), joined Madrigal’s Board in March 2025 as an independent Class III director. She is a former CEO of Agios (2019–Aug 2022), Executive Chair of Dermavant (2017–2018), and held senior roles at Celgene including CFO, President/COO and President Hematology & Oncology (2010–2017); earlier CFO roles at Bunge (2007–2010) and Alcon (2002–2007), with prior leadership roles in Europe at Swiss International Air Lines and Nestlé; she holds a B.A. and M.A. in Economics and a Ph.D. in Finance (UT Arlington) . The Board deems her independent and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Executive Officer | Feb 2019 – Aug 2022 | Led biopharma through commercialization and transition period |
| Dermavant Sciences | Executive Chair | Jul 2017 – Sep 2018 | Governance/oversight at dermatology-focused biopharma |
| Celgene | Strategic Advisor; President & COO; President, Hem/Onc; EVP & CFO; SVP & CFO | 2010 – 2017 (various) | P&L leadership; finance and operating oversight |
| Bunge Limited | Chief Financial Officer | Jul 2007 – Sep 2010 | Global agribusiness CFO |
| Alcon Laboratories | SVP, CFO & Corporate Strategy; SVP & CFO | 2002 – 2007 | Corporate finance, strategy, capital allocation |
| Swiss International Air Lines; Nestlé S.A. | Senior leadership roles | Prior to 2002 | International leadership experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Agios Pharmaceuticals | Chair of the Board | Since Aug 2022 | Board leadership |
| Incyte Corporation | Director | Since 2017 | Public biopharma directorship |
Board Governance
- Class and tenure: Class III director; nominated Apr 11, 2025 for re-election at the June 2025 Annual Meeting to a term ending in 2028 .
- Independence: Independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Nominating & Governance Committee member .
- Financial expertise: Designated “audit committee financial expert” by the Board .
- Attendance context: The Board held five meetings in 2024; each director met at least the 75% attendance threshold for the meetings of the Board/committees on which they served; all nine directors attended the 2024 Annual Meeting (Dr. Fouse joined in 2025) .
- Board leadership and engagement: Independent Chairman structure; non-executive directors hold regular executive sessions .
- Risk oversight: Audit oversees financial reporting and cybersecurity; N&G oversees governance; Compensation oversees comp risk; Sci/Tech oversees R&D .
Fixed Compensation
(Non-employee director program structure; 2024 policy amounts)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Paid quarterly in arrears |
| Audit Committee Chair | $24,500 | Chair fee |
| Audit Committee Member | $10,000 | Member fee |
| Compensation Committee Chair | $20,000 | Chair fee |
| Compensation Committee Member | $9,000 | Member fee |
| Nominating & Governance Chair | $10,000 | Chair fee |
| Nominating & Governance Member | $5,000 | Member fee |
| Science & Technology Chair | $20,000 | Chair fee |
| Science & Technology Member | $9,000 | Member fee |
Notes: Dr. Fouse’s 2025 actual cash/committee fees will reflect her committee assignments (Audit; Nominating & Governance) under the same policy framework .
Performance Compensation
(Non-employee director equity – policy and most recent program design)
| Equity Element | Structure | 2024 Grant Design (for continuing directors) | Vesting |
|---|---|---|---|
| Annual RSU | Time-based | 714 RSUs (~$200,000 grant-date fair value) | Full vest on 1-year anniversary, continued service required |
| Annual Stock Option | Time-based | Option to purchase 1,105 shares @ $280.04 (closing price on grant date) | Full vest on 1-year anniversary, continued service required |
| Initial (New Director) Equity | Time-based mix | One-time award equal to 1.5× the 50th percentile director annual equity value (50% RSUs / 50% options) | RSUs: 50% at 1st and 2nd anniversaries; Options: 50% at 1 year, then 12.5% each quarter for 4 quarters thereafter |
Performance metrics for director equity: Not applicable; all non-employee director equity is time-based (no performance-vesting) .
Other Directorships & Interlocks
| Entity | Relationship/Role | Interlock/Context |
|---|---|---|
| Incyte | Dr. Fouse is a director (current); MDGL director James M. Daly is a former EVP/CCO of Incyte (2012–2015) . | Network tie (no related-party transaction disclosed) . |
| Incyte | MDGL director Paul A. Friedman, M.D. is former CEO (2001–2014) and former director (through 2021) of Incyte . | Network tie (no related-party transaction disclosed) . |
| Agios | Dr. Fouse is Chair of the Board (current) . | No MDGL-related party transaction disclosed . |
Related-party oversight: Audit Committee must pre-approve any related person transactions; none disclosed involving Dr. Fouse since Jan 1, 2024 (disclosures in 2024–2025 primarily relate to Baker Bros./Avoro financing) .
Expertise & Qualifications
- Executive leadership and finance: Former CEO (Agios); prior CFO roles (Bunge, Alcon; Celgene EVP/SVP CFO); corporate finance, reporting, and accounting expertise .
- Audit Committee financial expert designation by the Board .
- Education: B.A. and M.A. in Economics; Ph.D. in Finance (UT Arlington) .
- Public company governance: Current chair (Agios) and director (Incyte); extensive board-level governance experience .
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 0 | As of April 1, 2025; listed as “—” in the beneficial ownership table |
| % of shares outstanding | 0.0% | Based on 22,187,716 shares outstanding as of April 1, 2025 |
| Pledged shares | Prohibited | Hedging and pledging prohibited for officers/directors under Insider Trading Policy |
| Hedging policy | Prohibited | Insider Trading Policy bans hedging by directors |
| Vested vs unvested director awards | Not applicable (12/31/2024) | She was not on the Board in 2024; outstanding director award table therefore does not include her |
Insider trades (Form 4)
| Filing date | Transaction date (period) | Form | Link |
|---|---|---|---|
| Jun 24, 2025 | Jun 20, 2025 | Form 4 (changes in beneficial ownership) | https://www.sec.gov/Archives/edgar/data/1157601/000162828025032855/0001628280-25-032855-index.htm |
Note: The April 1, 2025 proxy ownership snapshot predates her June 2025 Form 4; see filing for post-appointment equity activity .
Director Compensation (context and alignment)
| Element | 2024 Policy Detail | Alignment Considerations |
|---|---|---|
| Cash retainers | $50k board retainer; committee chair/member fees (see Fixed Compensation) | Modest cash with higher equity mix supports alignment |
| Annual equity | RSUs and options (1-year vest) sized to peer 50th percentile; 714 RSUs ($200k) + 1,105 options in 2024 | Equity-centric, time-based; promotes retention and ownership accumulation |
| Initial equity (new director) | 1.5× annual median, 50/50 RSU/option; 2-year vesting cadence | Strong “onboarding” alignment; staged vesting |
| Hedging/pledging | Prohibited for directors | Reduces misalignment and downside hedging risk |
The 2024 Director Compensation Table (for directors serving in 2024) shows total compensation of ~$465k–$509k, combining cash plus equity grant-date value; Dr. Fouse was not on the Board in 2024 and is therefore not listed .
Governance Assessment
-
Positives
- Independent director with deep finance and operating credentials; designated Audit Committee financial expert .
- Serves on Audit and Nominating & Governance Committees; enhances oversight of financial reporting, controls, and board composition .
- Strong shareholder-friendly policies: hedging/pledging prohibitions and clawback framework (for executives) .
- Robust say-on-pay support in 2024 (95% approval), signaling investor confidence in pay governance context .
-
Watch items
- As of April 1, 2025, she held no MDGL stock (timing reflects new appointment; subsequent Form 4 filed in June 2025 documents equity activity) .
- Multiple external board commitments (Agios Chair; Incyte Director) merit routine monitoring for time demands, though no attendance or engagement concerns are disclosed by MDGL (board-wide 2024 attendance threshold met) .
- No related-person transactions involving Dr. Fouse were disclosed; Audit Committee retains pre-approval authority for such transactions .
Overall, Dr. Fouse adds material board effectiveness in finance, audit, and strategic leadership. Policies limiting hedging/pledging and a director equity-heavy pay mix support alignment; absence of related-party exposure and strong say-on-pay context further support investor confidence .