Mardi Dier
MADRIGAL PHARMACEUTICALSAbout Mardi Dier
Mardi Dier (age 61) is Executive Vice President and Chief Financial Officer of Madrigal Pharmaceuticals (MDGL), appointed CFO on March 11, 2024 after joining on February 27, 2024. She previously served as CFO/Chief Business Development Officer at Acelyrin (led its IPO), CFO at Ultragenyx, and CFO/CBO at Portola, with earlier roles in investor relations, investment banking, and auditing; she holds a B.S. in Biology from Stanford and an MBA from UCLA Anderson . In 2024, Madrigal executed the first-in-disease launch of Rezdiffra, delivering $180.1 million of net product revenue nine months into launch while corporate goals paid out at 142% of target; Company TSR substantially outperformed the Nasdaq Biotech Index over the 2020–2024 window (value of $100 investment: Company $339 vs. NBI $118) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Acelyrin, Inc. | CFO & Chief Business Development Officer | Nov 2022–Aug 2023 | Completed the company’s initial public offering, broad finance and BD leadership |
| Ultragenyx Pharmaceutical Inc. | CFO | Oct 2020–Nov 2022 | Led strategy, FP&A, accounting, tax, IR, corporate comms, and IT during commercialization phase |
| Portola Pharmaceuticals | CFO; later CBO & CFO | ~14 years (prior to acquisition by Alexion) | Scaled organization and oversaw broad corporate functions through growth and exit |
| Chiron Corporation | VP, Investor Relations | Prior to acquisition by Novartis | Capital markets and IR leadership pre-transaction |
| Prudential Securities; KPMG Peat Marwick | Investment banker; Auditor | Early career | Capital markets and audit foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ORIC Pharmaceuticals, Inc. | Director | Since Feb 2020 | Public company board service |
| Prelude Therapeutics | Director | Since Aug 2020 | Public company board service |
| Synthekine Inc. | Director | Since May 2021 | Private biotech board |
| Adamas Pharmaceuticals, Inc. | Director | Aug 2017–May 2021 | Public biotech board (prior) |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 550,000 | Set upon hire in 2024 |
| Target Bonus (% of base) | 45% | Prorated for 2024 |
| Actual Bonus Paid ($) | 296,716 | Paid in Q1’25 for 2024 performance |
| All Other Compensation ($) | 80,350 | Includes up to $7,000/month living stipend; 401(k) match |
| Total 2024 Compensation ($) | 8,751,912 | Stock awards $5,676,894; Option awards $2,233,273 |
Performance Compensation
Annual incentive design is corporate goal-based with threshold/target/max and weights across R&D, commercial, and corporate objectives; 2024 overall payout was 142% of target (prorated for time in role) .
| Metric (Corporate) | Weight at Target | Payout vs Target | Vesting/Timing |
|---|---|---|---|
| FDA Approval | 25.33% | 37.5% | 2024 annual bonus paid Q1’25 |
| Study Enrollment (MAESTRO OUTCOMES) | 12.33% | 18.0% | — |
| Rezdiffra Launch | 20.33% | 43.4% | — |
| Market Access | 5.33% | 7.5% | — |
| Sales | 10.33% | 10.5% | — |
| Medical Affairs | 5.33% | 7.5% | — |
| Financing | 5.33% | 7.5% | — |
| Pipeline Expansion | 10.33% | 2.6% | — |
| Intellectual Property | 5.33% | 7.5% | — |
| Total Payout | 100% | 142.0% | — |
LTI structure: equal mix of RSUs, stock options, and PSUs (1/3 each) introduced in 2024; PSUs are earned on relative TSR vs. Nasdaq Biotechnology Index over three years; change of control ends the performance period and earned PSUs vest at the original schedule’s end date .
Equity Ownership & Alignment
| Ownership/Equity | Amount | Details/Value |
|---|---|---|
| Beneficial ownership (common shares) | 3,338; <1% | As of Apr 1, 2025; percentage indicated as “*” (<1%) |
| Options outstanding (exercisable / unexercisable) | 0 / 13,353 | Granted 3/1/2024 at $251.63; expires 3/1/2031 |
| RSUs unvested | 8,875 | Market value $2,738,559 at 12/31/24 |
| PSUs outstanding (target) | 17,750 | Market value $5,477,118 at 12/31/24 (performance-contingent) |
| 2024 new-hire grants | PSUs 8,875; Options 13,353; RSUs 8,875 | Target values: $3.444m (PSUs); $2.233m (RSUs); $2.233m (Options) |
| RSU vesting terms | 25% annually over 4 years | Time-based vesting |
| 2024 exercises/vested (realized) | 0 / 0 | No exercises or vested shares reported for Dier in 2024 |
| Hedging/Pledging | Prohibited | Company policy bans hedging and pledging/margin |
Stock ownership guidelines: not disclosed in the proxy; however, anti-hedging and anti-pledging safeguards alignment and limit leverage/risk .
Employment Terms
| Term | Detail |
|---|---|
| Start dates | Joined Feb 27, 2024; became CFO Mar 11, 2024 |
| Severance (outside CoC) | 12 months base salary ($550,000), target bonus ($247,500) paid over 12 months, up to 12 months benefits; equity acceleration for awards otherwise vesting over next 12 months |
| Severance (within CoC period) | Lump sum 12 months base ($550,000), lump sum target bonus ($247,500), up to 12 months benefits; full vesting of outstanding equity |
| Potential payout illustration (12/31/24) | Non-CoC: Salary $550,000; Bonus $247,500; Benefits $19,368; Equity vesting value $874,720. CoC: Salary $550,000; Bonus $247,500; Benefits $19,368; Equity vesting value $6,237,437 |
| Triggers | Double-trigger CoC benefits (requires Qualifying Separation during CoC period) |
| Clawbacks | Dodd-Frank clawback adopted Nov 2023; supplemental misconduct clawback adopted Apr 2024 |
Compensation Structure Analysis
- 2024 shifts enhanced performance linkage: equal-mix RSUs/options/PSUs, with PSUs tied to relative TSR vs. NBI—greater at-risk orientation than prior years’ predominantly time-based awards .
- Annual bonus added hard financial metric (net product revenue) for the first commercial year; total payout at 142% reflects FDA approval, strong launch metrics, funding, and market access progress .
- No tax gross-ups in severance/change-of-control arrangements; severance is double-trigger under CoC and generally at 12 months pay/bonus for non-CEO NEOs, moderating pay-for-failure risk .
Say‑on‑Pay & Peer Benchmarking
- Say-on-pay support remained strong: 95% approval in 2024; ≥94% in each of the last five years, indicating shareholder endorsement of program design .
- 2024 peer group reflects early-commercial biotech scale (market cap $1–12B; sub-$1B revenue), including names like ACADIA, Denali, Ionis, Halozyme, Ultragenyx, etc., used for base salary, bonus, and equity benchmarking .
Performance & Track Record
- 2024 commercial execution: $180.1 million in net revenue from Rezdiffra within 9 months of launch; coverage >80% of U.S. commercial lives by Q3, with strong prescriber uptake among targets .
- TSR outperformance: value of $100 investment over 5 years to $339 for MDGL vs. $118 for the NBI, supporting PSU design alignment with shareholder outcomes .
- Financing strength: $690 million gross ($660 million net) raised in March 2024 to resource launch and strategic initiatives .
Investment Implications
- Alignment: Dier’s package uses balanced equity mix with relative TSR PSUs and anti-hedging/pledging policies—a positive for shareholder alignment and reduced idiosyncratic risk .
- Retention risk: New-hire equity (RSUs/options/PSUs) and double-trigger CoC protections provide meaningful retentive value; 2024 realized cash compensation was modest relative to equity at risk, limiting near-term selling pressure (no 2024 exercises/vesting for Dier) .
- Pay-for-performance: Introduction of net product revenue in the bonus plan and TSR-based PSUs aligns incentives with commercial execution and market outcomes; sustained outperformance could drive PSU realization, while underperformance reduces payouts .
- Dilution/governance: Strong say-on-pay results and absence of tax gross-ups indicate a shareholder-sensitive posture, though continued grant pacing should be monitored versus peer burn rates .