Kenneth M. Bate
MADRIGAL PHARMACEUTICALSAbout Kenneth M. Bate
Kenneth M. Bate, age 74, has served as an independent Class I director of Madrigal Pharmaceuticals since July 2016; he is currently an independent consultant with a prior background as a biopharma CEO, CFO, and commercial leader, and holds a B.A. in Chemistry (Williams College) and an MBA (Wharton) . The Board determined he is independent under Nasdaq rules and further designated him an “audit committee financial expert,” reflecting deep finance and audit proficiency .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archemix Corp. (private) | President & Chief Executive Officer | Apr 2009 – Dec 2011 | — |
| NitroMed, Inc. (public) | Various roles incl. President & CEO | 2006 – Apr 2009 | — |
| Millennium Pharmaceuticals, Inc. | Head of Commercial Operations and Chief Financial Officer | 2002 – 2005 | — |
| JSB Partners, LLC | Co-founder | Not disclosed | Banking/advisory for biopharma/life sciences |
| Biogen, Inc. | Chief Financial Officer; later Head of Commercial (launched MS business) | 1990 – 1996 | Led launch of Biogen multiple sclerosis business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astria Therapeutics, Inc. (public) | Director (Chair since Feb 2019; co-chair Feb 2016–Feb 2019) | Director since Jan 2014 | Board leadership (Chair) |
| Genocea Biosciences, Inc. (public) | Director (former) | 2014 – 2022 | — |
| AVEO Pharmaceuticals, Inc. (public) | Director (former) | 2008 – 2023 (ended at LG Chem merger) | — |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class I director; term expires at 2026 Annual Meeting |
| Independence | Independent under Nasdaq standards |
| Committee assignments | Audit Committee (Chair); Compensation Committee (Member) |
| Financial expert | Identified by the Board as an “audit committee financial expert” |
| Meetings held (2024) | Board: 5; Audit: 5; Compensation: 3 |
| Attendance | Each director attended/participated in at least 75% of Board and committee meetings; all nine directors attended the 2024 Annual Meeting |
| Risk/cyber oversight | As Audit Chair, role includes oversight of financial reporting, internal controls, IT security and cybersecurity risk processes per committee charter |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board member annual retainer | 50,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | 24,500 | Chair retainer |
| Compensation Committee member fee | 9,000 | Member retainer |
| Total cash fees earned (reported) | 83,500 | Matches schedule-based sum |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs (annual) | Jun 25, 2024 | 714 | — | Vest in full on first anniversary, subject to service | Approx. $200,000 for RSU portion per policy; total equity value reported below |
| Stock Options (annual) | Jun 25, 2024 | 1,105 | $280.04 | Vest in full on first anniversary, subject to service | Included in total equity value reported below |
| Total equity awards reported (2024) | — | — | — | — | 399,887 |
Notes:
- Annual director equity policy targets the 50th percentile of peer director equity; awards are time-based (no performance metrics) with one-year vesting for annual grants .
- Awards were granted under the Amended 2015 Stock Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company board(s) | Astria Therapeutics, Inc. (Chair since Feb 2019; director since Jan 2014) |
| Prior public company boards | Genocea Biosciences, Inc. (2014–2022); AVEO Pharmaceuticals, Inc. (2008–2023) |
| Compensation committee interlocks | None; no member of MDGL’s Compensation Committee (including Bate) has ever been an officer/employee of MDGL; no interlocking relationships reported in 2024 |
Expertise & Qualifications
| Skill/Qualification | Evidence |
|---|---|
| Corporate accounting and finance; audit expertise | Former CFO roles; designated “audit committee financial expert” |
| Biopharma leadership and commercialization | Senior roles at Biogen (launched MS business), Millennium, NitroMed, Archemix |
| Public company governance | Multiple public company directorships and board leadership |
| Business/corporate development | Co-founded JSB Partners; transaction experience in biopharma |
| Skills matrix alignment | Board skills matrix credits Bate with biopharma leadership, commercialization, governance, corporate development, global competition, and corporate accounting/finance |
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 26,668 shares as of April 1, 2025 (percentage indicated with “*” in filing) |
| Outstanding stock options (12/31/2024) | 46,575 options |
| RSUs outstanding (12/31/2024) | 714 RSUs |
| Hedging/pledging | Company policy prohibits hedging and pledging of Company securities by directors |
| Pledged shares | No pledging disclosed for Bate in the proxy; policy prohibits pledging |
Related Party Transactions and Conflicts
- The proxy discloses no related-person transactions involving Bate since January 1, 2024; the related transactions section focuses on Baker Bros. Advisors–affiliated purchases and a SPA waiver unrelated to Bate .
- The Audit Committee (which Bate chairs) reviews and approves any related-person transactions under its charter; members abstain where conflicted .
Compensation Committee Practices (Relevance to Governance)
- Compensation Committee members in 2024: Dr. Levy (Chair), Dr. Craves, Dr. Cheong, and Bate; all independent under SEC/Nasdaq standards .
- Independent consultant: Compensia, engaged since Oct 2016; Committee assessed independence and found no conflicts of interest .
- Director equity policy targets median of peer group; compensation structure reviewed with independent advisor .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay support was approximately 95% in favor; the Board introduced PSUs for executives and adopted supplemental clawback policy in 2024 in response to broader governance practices (executive program context) .
Governance Assessment
- Board effectiveness: Bate’s combination of CFO experience, commercial leadership, and designation as an audit committee financial expert supports rigorous oversight of financial reporting, controls, and cyber/IT risk as Audit Chair .
- Alignment and independence: Independent status, adequate attendance (≥75% for Board/committees), and prohibition on hedging/pledging bolster investor alignment; beneficial ownership is present though not concentrated .
- Compensation structure: Director pay is balanced with cash retainers tied to committee service (including Audit Chair premium) and time-based equity at the peer median; absence of director performance metrics is typical and reduces risk of misaligned incentives .
- Conflicts/related-party exposure: No related-person transactions involving Bate disclosed; Compensation Committee interlocks not present, reducing conflict risk .
RED FLAGS: None identified for Bate in the 2025 proxy (no related-party transactions, no hedging/pledging, independence confirmed, attendance threshold met) .