Raymond Cheong

About Raymond Cheong

Dr. Raymond Cheong, Ph.D., M.D., age 43, has served as a Class III independent director of Madrigal since June 2023. He is a Managing Director at Baker Bros. Advisors LP (BBA), holds an M.D. and Ph.D. in Biomedical Engineering from Johns Hopkins University (Michael A. Shanoff Award), and a B.S. in Chemical Engineering from the University of Maryland, College Park . He is nominated for re-election to a term ending at the 2028 Annual Meeting . The Board has determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Board classification: Cheong is Class III; re-nominated on Apr 11, 2025 for term through 2028 .
• Independence: Board determined Cheong is independent under Nasdaq standards .
• Committee assignments (2024):
  • Compensation Committee Member (committee met 3 times in 2024; independent; uses Compensia as independent consultant; no interlocks) .
  • Science & Technology Committee Chair; committee met 3 times in 2024; oversight of R&D programs and scientific/technology strategy .
  • Nominating & Governance Committee Member; committee met 1 time in 2024; oversees governance principles and Board/management evaluations .
• Attendance: Each director attended ≥75% of Board and committee meetings; all nine directors attended the 2024 Annual Meeting .
• Say-on-pay support: 95% approval in 2024; ≥94% for each of last five years .

Fixed Compensation

• Cash retainer schedule (2024): Board Member $50,000; Committee Chair fees—Compensation $20,000, Audit $24,500, Nominating & Governance $10,000, Science & Technology $20,000; Committee Member fees—Compensation $9,000, Audit $10,000, Nominating & Governance $5,000, Science & Technology $9,000 .
• Cheong’s 2024 cash mix is consistent with being S&T Chair plus Compensation and Nominating & Governance member: $50,000 + $20,000 + $9,000 + $5,000 = $84,000 .

Performance Compensation

• Annual non-employee director equity policy: target 50th percentile of peer group (Compensia benchmarked) .
• Initial director equity policy: 2x (2024 proxy) of 50th percentile (RSUs, 2023); updated to 1.5x (2025 proxy) split 50% RSUs / 50% options with specified vest schedules .

Other Directorships & Interlocks

Expertise & Qualifications

• Core skills: life sciences investing; board experience in public biopharma; scientific training (MD/PhD) relevant to R&D oversight .
• Board Skills: cited by MDGL as experience investing in many life sciences companies and service on other public company boards .
• Anti-hedging/pledging: Company policy prohibits hedging and pledging of Company securities by officers, directors, employees, and contractors .

Equity Ownership

Governance Assessment

• Board effectiveness and engagement: Independent, multi-committee member; chairs Science & Technology, an oversight-critical committee for MDGL’s R&D; attended at least 75% of meetings, with robust Board/committee cadence in 2024 (Board 5x; Comp 3x; S&T 3x; N&G 1x) .
• Compensation alignment: Director pay is equity-heavy and benchmarked to peer 50th percentile via independent consultant (Compensia); 2024 annual grant mixed RSUs and options with 1-year vesting, signaling at-risk equity but without performance metrics (time-based) .
• Independence and conflicts: Board affirmed independence; BBA-related governance mitigants include SPA waiver and Audit Committee pre-approval of related person transactions; however, BBA’s significant security ownership and participation in the 2024 financing warrants ongoing monitoring for conflicts and information flow .
• Ownership “skin-in-the-game”: Personal beneficial ownership is de minimis (<1%), and BBA policy allocates pecuniary interest in director compensation securities to BBA funds rather than Cheong personally—reducing personal alignment via direct holdings, albeit maintaining economic exposure at the fund level .
• Shareholder signals: Consistently strong say-on-pay results (95% in 2024; ≥94% for five years) support pay program credibility overseen by the Compensation Committee (where Cheong serves) .

RED FLAGS and Watch Items

• Related-party exposure: Large BBA participation in financing; ensure ongoing adherence to Audit Committee related-party approval process .
• Personal alignment: BBA policy limiting Cheong’s personal rights to director compensation securities may constrain direct “skin-in-the-game” alignment .
• Performance linkage: Director equity is time-based RSUs/options without explicit performance metrics; while common for directors, this reduces pay-for-performance signaling relative to PSUs .

Compensation Committee Analysis

• Composition: Levy (Chair), Bate, Craves, Cheong; independent; no compensation interlocks; met three times in 2024 .
• Consultant: Compensia engaged since 2016; independence assessed with no conflicts; supports peer benchmarking and program competitiveness .
• Program oversight: Reviews CD&A, administers stock plans and clawbacks/recovery policies .

Director Compensation Mix (Indicative)

Committee Assignments (2024)

Director Equity Awards Outstanding (as of Dec 31, 2024)

Policies Affecting Investor Confidence

• Insider trading, hedging, pledging: Prohibited for all directors; supports alignment and risk control .
• Related person transactions: Audit Committee pre-approval; chair recusal if conflicted; considers independence impact and third-party comparables .
• Board nominations and director qualifications: Framework considers independence, conflicts, industry knowledge, time commitment, and diversity of experience .

Overall, Cheong brings strong scientific and investor expertise and chairs MDGL’s R&D oversight committee, but personal equity alignment is limited by BBA policy; continued robust related-party governance and transparent financing oversight are important to sustain investor confidence .