Julian C. Baker
MADRIGAL PHARMACEUTICALSAbout Julian C. Baker
Julian C. Baker, age 58, is Independent Chairman of Madrigal Pharmaceuticals’ Board since June 2023 and a Class III director. He co-founded Baker Bros. Advisors LP (BBA) in 2000 and is its Managing Member; prior roles include portfolio manager at Tisch Financial Management (1994–1999) and private equity at Credit Suisse First Boston’s investment arm (1988–1993). He holds an A.B. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse First Boston (PE arm) | Investment professional | 1988–1993 | Private equity experience in healthcare investing |
| Tisch Financial Management | Portfolio Manager | 1994–1999 | Public markets portfolio management |
| Baker Bros. Advisors LP | Managing Member, Co‑founder | 2000–present | Biotech-focused investment advisor to fund partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Incyte Corporation | Director | Since Nov 2001 | Public company board service |
| Acadia Pharmaceuticals | Director | Since Dec 2015 | Public company; interlock with MDGL director James M. Daly (also an Acadia director) |
| Prelude Therapeutics | Director | Since Jan 2021 | Public company board service |
| Everyone Medicines Inc. | Director | Since Jan 2021 | Private company board service |
| Alumis, Inc. | Former Director | Until Jun 2024 | Prior public board role |
Board Governance
- Roles and independence: Independent Chairman; Nasdaq independent director; seven of ten directors independent (includes Baker) .
- Committee assignments: Chair, Nominating & Governance Committee; no Audit, Compensation, or Science & Technology Committee membership .
- Attendance and engagement: Board met five times in 2024; each director attended ≥75% of Board/committee meetings; all nine directors attended the 2024 Annual Meeting; Nominating & Governance Committee held one meeting in 2024 (plus nomination topics addressed in full board sessions) .
- Executive sessions: Non‑executive directors conduct regular executive sessions without management .
- 2025 shareholder vote outcomes: Baker re‑elected with 17,144,833 For, 1,806,070 Withheld, 1,476,517 broker non‑votes (higher withholds vs peers) .
Fixed Compensation
| Component | Amount ($) | Period/Date | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | 85,000 | FY 2024 | Non‑employee director cash fees |
| Policy reference (for context) | — | FY 2024 | Board member retainer $50,000; N&G Chair $10,000; N&G member $5,000; other committee retainers as disclosed |
Performance Compensation
| Award Type | Grant Date | Quantity | Fair Value ($) | Exercise Price ($/sh) | Vesting |
|---|---|---|---|---|---|
| RSUs | Jun 25, 2024 | 714 | ~200,000 (part of total below) | — | Vests in full on first anniversary (time‑based) |
| Stock Options | Jun 25, 2024 | 1,105 | — (part of total below) | 280.04 | Vests in full on first anniversary; options granted under director policy |
| Total Equity Awards (RSUs + Options) | Jun 25, 2024 | — | 399,887 | — | Annual director equity under policy |
No director performance metrics (TSR, EBITDA, ESG, etc.) are tied to Baker’s director compensation; awards are time-based per policy .
Other Directorships & Interlocks
| Company | Type | Interlock Detail | Potential Governance Consideration |
|---|---|---|---|
| Acadia Pharmaceuticals | Public | James M. Daly (MDGL director) also serves on Acadia’s board | Information flow/interlocks across boards; monitor conflict management |
| Incyte; Prelude | Public | None disclosed with current MDGL directors | Standard public board roles |
| Everyone Medicines | Private | — | Private board role |
Expertise & Qualifications
- Biopharma leadership, commercialization, governance, business development, global positioning; drug discovery/clinical development strength per Board Skills Matrix .
- Long‑tenured biotech investor/operator background via BBA and prior PE/public markets roles .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 2,243,407 | Apr 1, 2025 | Includes Baker’s 2,396 directly owned shares and BBA‑affiliated holdings under ownership caps |
| % of shares outstanding | 9.9% | Apr 1, 2025 | Based on 22,187,716 shares outstanding |
| Director RSUs outstanding | 714 | Dec 31, 2024 | From Director Outstanding Equity Awards table |
| Director options outstanding | 1,105 | Dec 31, 2024 | From Director Outstanding Equity Awards table |
| Pledging/Hedging status | Prohibited | Policy in effect | Company prohibits pledging/margin accounts and hedging by directors |
BBA purchased 1,057,692 pre‑funded warrants in March 2024 ($259.9999 per warrant; ~$275.0M) in MDGL’s equity offering; Baker is Managing Member of BBA; BBA waived prior SPA director/observer designation rights while Baker or Cheong serve on the Board .
Governance Assessment
- Strengths: Independent Chair structure; strong board independence; regular executive sessions; robust hedging/pledging prohibitions; high say‑on‑pay support (95% in 2024; 2025 say‑on‑pay approved with 18,720,175 For) .
- Alignment: Significant skin‑in‑the‑game via BBA’s 9.9% beneficial interest; director equity is largely time-based RSUs/options ($399,887 in 2024) with cash fees of $85,000, favoring equity mix (>80% equity) .
- Watch items/RED FLAGS:
- Large related‑party exposure: BBA’s substantial pre‑funded warrant purchase in March 2024 (~$275M) creates potential conflicts; mitigated by SPA waiver but still warrants monitoring of transactions/Board oversight .
- Shareholder voting signal: Baker’s higher “Withheld” votes (1,806,070) vs other 2025 nominees may reflect investor sensitivity to BBA affiliation; continue investor engagement and clear conflict management disclosures .
- Interlocks: Shared Acadia board membership with MDGL director Daly—monitor for perceived conflicts and ensure recusal where appropriate .
- No evidence in disclosures of loans from the company, option repricing, tax gross‑ups, or related‑party transactions beyond the disclosed 2024 offering; Compensation Committee interlocks: none .
Say‑on‑Pay & Shareholder Feedback (context)
| Measure | Result | Meeting Date |
|---|---|---|
| 2024 Say‑on‑Pay support | 95% approval | 2024 Annual Meeting |
| 2025 Say‑on‑Pay votes | 18,720,175 For; 208,911 Against; 21,817 Abstain; 1,476,517 broker non‑votes | Jun 20, 2025 |
| 2025 Say‑on‑Frequency | “One Year” selected: 18,863,579 votes | Jun 20, 2025 |
Overall, Baker’s governance profile combines deep sector expertise and high ownership alignment with related‑party exposure via BBA; Board structures (independent chair, committee oversight, anti‑pledging/hedging) and transparent related‑party disclosures help mitigate risk, but voting patterns suggest ongoing scrutiny is prudent .