Paul A. Friedman
MADRIGAL PHARMACEUTICALSAbout Paul A. Friedman
Paul A. Friedman, M.D. (age 82) is a Class I Director at Madrigal Pharmaceuticals; he served as Chairman and Chief Executive Officer from 2016 until his retirement from that role in September 2023 and now serves on the Board’s Science & Technology Committee. He holds an A.B. in Biology from Princeton University and an M.D. from Harvard Medical School, and previously held academic and senior R&D roles at Merck and DuPont before leading Incyte as CEO from 2001 to 2014 . He has been a Director at MDGL since July 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | Chief Executive Officer | Nov 2001 – Jan 2014 | Led drug development and commercialization; later served on board until May 2021 |
| DuPont-Merck Pharmaceutical Co. | President, Research & Development | 1994 – 1998 | Led R&D programs |
| DuPont Pharmaceuticals Research Laboratories | President | 1998 – 2001 | Oversaw research labs |
| Merck Research Laboratories | Senior Vice President | 1991 – 1994 | Senior R&D leadership |
| Harvard Medical School | Associate Professor of Medicine and Pharmacology | Prior to industry roles | Academic leadership; clinical investigation credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prelude Therapeutics | Non-executive Chairman | Since July 2016 | Current public company directorship |
| Incyte | Director | Nov 2001 – May 2021 | Prior public company board |
| Alexion Pharmaceuticals | Director | Sep 2017 – Jul 2021 | Board service until acquisition by AstraZeneca |
- Network interlocks: Julian C. Baker (MDGL’s independent Chairman) is on Incyte’s board; Friedman previously served there—indicative of industry network ties rather than current conflict .
Board Governance
- Committee memberships: Science & Technology Committee member; Committee chaired by Dr. Cheong and includes Dr. Levy. The Committee held 3 meetings in 2024 .
- Independence: Not independent under Nasdaq rules due to his executive service through September 2023 (non-independent alongside CEO Sibold and Dr. Taub) .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Julian C. Baker; independent Chair of the Board since June 2023 following separation of Chair/CEO roles .
- Executive sessions: Non-executive directors hold regular sessions without management or Dr. Friedman as appropriate .
Fixed Compensation (Director)
| Component | Amount/Structure | 2024 Paul A. Friedman Actual |
|---|---|---|
| Annual Board cash retainer | $50,000 | $50,000 |
| Science & Technology Committee member fee | $9,000 | $9,000 |
| Other cash fees | n/a | — |
| Total cash fees | — | $59,000 |
| Annual RSU grant | 714 RSUs; time-based vesting at 1-year | 714 RSUs; grant date fair value included below |
| Annual Stock Option grant | 1,105 options @ $280.04; time-based vesting | 1,105 options; grant date fair value included below |
| Equity grant-date fair value (RSU + options) | ~50th percentile peer value target (policy) | $399,887 |
| All other compensation | Company-paid HSR filing fee | $50,000 |
Policy highlights:
- Annual director equity awards target 50th-percentile of peer group; RSUs and options vest in full on the 1-year anniversary .
- Reimbursement of reasonable out-of-pocket Board/committee expenses .
Performance Compensation (Director)
- Directors do not receive performance-based awards (no PSUs for directors); annual grants are time-based RSUs and options with service-based vesting only .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Implication |
|---|---|---|
| Incyte | Friedman prior director; Baker current director | Industry network; no current direct conflict disclosed |
Expertise & Qualifications
- Board Skills Matrix indicates strong biopharma leadership, discovery/clinical development, commercialization, governance expertise, and regulatory experience .
- Provides valuable perspectives as former MDGL CEO and veteran R&D leader .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 2,113,552 shares | 9.2% of outstanding as of Apr 1, 2025 |
| Options exercisable within 60 days | 512,731 shares | Included in beneficial ownership |
| Directly owned (Friedman) | 164,401 shares | Included in beneficial ownership |
| SQN LLC (managed by Friedman/Taub) | 655,540 shares | Friedman disclaims beneficial ownership except pecuniary interest |
| Spouse (Dr. Taub) options exercisable within 60 days | 338,557 shares | Counted in Friedman’s beneficial ownership under SEC rules; disclaimed except pecuniary interest |
| Spouse (Dr. Taub) direct ownership | 442,323 shares | As above |
| Director outstanding awards (12/31/24) | 526,961 options; 20,715 RSUs | Includes awards from prior CEO service and director grants |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging for directors |
RED FLAGS and mitigating factors:
- Large ownership (9.2%) implies significant influence; mitigated by formal Board governance and independent Chair .
- Spousal relationship with Director Dr. Taub (former CMO) presents potential related-party considerations; disclosed; independence classification reflects this and committee composition addresses expertise needs .
Governance Assessment
- Committee role effectiveness: Friedman’s Science & Technology Committee membership leverages deep clinical/R&D expertise; the Committee explicitly recognizes his non-independence but includes him due to experience—appropriate given MDGL’s scientific focus .
- Independence and conflicts: Non-independent status is transparent; spousal relationship disclosed; related-party transactions oversight resides with Audit Committee; no loans or conflicted transactions reported involving Friedman. One notable item is MDGL’s payment of a $50,000 HSR filing fee on his behalf (classified as “All Other Compensation”)—minor perquisite but should be monitored for precedent-setting .
- Attendance and engagement: Meets attendance standards; active committee participation (S&T Committee met 3 times) .
- Compensation alignment: Cash retainer modest; equity mix time-based RSUs/options in line with peer median policy—aligns directors with shareholder value without short-term metrics gaming; hedging/pledging prohibitions strengthen alignment .
- Ownership alignment: Significant skin-in-the-game through personal holdings, options, and historical grants; no hedging/pledging allowed; however, concentration and household holdings via spouse and SQN LLC should be continually overseen via related-party review processes .
- Broader governance signals: Strong say-on-pay support (95% in 2024) indicates shareholder confidence in compensation governance; independent Chair structure and regular executive sessions reinforce oversight quality .
Appendix: Committee Assignments (Board-wide reference)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Bate, Daly, Craves, Fouse | Bate | 5 |
| Compensation | Craves, Levy, Cheong, Bate | Levy | 3 |
| Nominating & Governance | Baker, Daly, Cheong, Craves, Fouse, Levy | Baker | 1 (+ Board coverage) |
| Science & Technology | Cheong, Friedman, Levy | Cheong | 3 |