Rebecca Taub
MADRIGAL PHARMACEUTICALSAbout Rebecca Taub
Rebecca Taub, M.D., age 73, is a Class II director of Madrigal Pharmaceuticals (director since July 2016). She serves as Senior Scientific and Medical Advisor and formerly served as Chief Medical Officer and President, Research & Development; she was Madrigal’s CEO from September 2011 to July 2016. Dr. Taub holds an M.D. from Yale School of Medicine and a B.A. from Yale College, is an adjunct professor at the University of Pennsylvania, and is the author of more than 120 research articles. Dr. Taub and fellow MDGL director Paul A. Friedman, M.D. are married, which the proxy explicitly discloses.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madrigal Pharmaceuticals | CEO | Sep 2011 – Jul 2016 | Led the company pre-merger, foundational leadership |
| Madrigal Pharmaceuticals | EVP R&D; later President R&D; CMO | Jul 2016 – Apr 2025 | Oversaw clinical/dev programs; key role through FDA approval of Rezdiffra |
| VIA Pharmaceuticals | SVP R&D | 2008 – 2011 | Led cardiovascular/metabolic clinical programs (Phase 1/2 POC trials) |
| F. Hoffmann-La Roche | VP Research, Metabolic Diseases | 2004 – 2008 | Managed metabolic disease discovery |
| Bristol-Myers Squibb; DuPont | Executive Director CNS & metabolic diseases research | 2000 – 2003 | Discovery leadership across CNS/metabolic |
| Univ. of Pennsylvania; Joslin Diabetes Center, Harvard Med | Tenured Professor; Assistant Professor | Prior to 2000 | 120+ publications; adjunct professor at Penn |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BriaCell Therapeutics Corp. (public) | Director | Since Mar 2019 | Immuno-oncology biotech board role |
| University of Pennsylvania | Adjunct Professor | Ongoing | Academic contributions in genetics/medicine |
Board Governance
- Independence: Not independent under Nasdaq rules given recent executive service (Taub, CEO Sibold, and Friedman are the three non-independent directors).
- Committee memberships: None; she is not listed among members of Audit, Compensation, Nominating & Governance, or Science & Technology Committees.
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board and relevant committee meetings; all nine directors attended the 2024 annual meeting.
- Years of service: Director since July 2016 (Class II term expires at 2027 annual meeting).
- Executive sessions: Non-executive directors hold regular executive sessions without management (and without Dr. Taub when appropriate).
Fixed Compensation
| Component | 2024 | 2025 (Transition Year) | Notes |
|---|---|---|---|
| Base Salary (employee role) | $600,000 | $621,000 (Senior Scientific & Medical Advisor through Dec 31, 2025) | Employee compensation; not paid director fees while an employee |
| Director Cash Retainer | — (none in 2024) | Not disclosed | Non‑employee directors received standard retainers; Taub did not receive director pay while an employee |
| Perquisites/Other | $50,000 HSR filing fee paid on her behalf (reported in “All Other Compensation”) | Not disclosed | Reported in NEO comp footnotes |
Performance Compensation
| Metric/Instrument | Target/Structure | 2024 Outcome | Vesting / Terms |
|---|---|---|---|
| Annual Cash Bonus | 50% of base salary | $426,000 (142% corporate payout) | Paid Q1 2025 |
| RSUs | 5,786 RSUs; grant‑date fair value $1,324,994 | Granted Jan 23, 2024 | 25% annually over 4 years |
| Stock Options | 8,718 options @ $229.00; grant‑date fair value $1,324,919 | Granted Jan 23, 2024 | 25% at 1 year; then 6.25% quarterly |
| PSUs (Relative TSR) | 5,786 PSUs; target value $1,325,000 | 3‑year performance vs Nasdaq Biotech Index; 0–200% payout | Cliff vest upon certified performance at end of period |
| Corporate Performance Metrics (select) | FDA approval (25.33%), Study enrollment (12.33%), Launch (20.33%), Market access (5.33%), Sales (10.33%), Medical affairs (5.33%), Financing (5.33%), Pipeline (10.33%), IP (5.33%) | Overall achievement 142% | Threshold 56.25%, target 100%, max 180% |
Other Directorships & Interlocks
- Current public company board: BriaCell Therapeutics Corp. (since March 2019).
- Interlocks/relationships: Married to MDGL director Paul A. Friedman, M.D. (former MDGL CEO); both are managing members of SQN, LLC which holds MDGL shares. Potential related‑party consideration disclosed in beneficial ownership footnotes.
Expertise & Qualifications
- Domain expertise: Biopharma leadership; drug discovery and clinical development; government/legal/FDA regulatory; governance; global competition (as per Board Skills Matrix).
- Education: M.D. Yale School of Medicine; B.A. Yale College.
- Academic credentials: Adjunct professor, University of Pennsylvania; 120+ research articles.
Equity Ownership
| Ownership Detail | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 2,113,552 shares | 9.2% | Includes direct, options within 60 days, SQN LLC, and spouse holdings as specified |
| Directly owned by Dr. Taub | 442,323 shares | — | As disclosed in footnote |
| Options exercisable within 60 days | 338,557 shares | — | Within 60 days of Apr 1, 2025 |
| SQN, LLC (entity) holdings | 655,540 shares (entity where she is managing member) | — | Shared voting/investment power; beneficial ownership disclaimed except pecuniary interest |
| 2024 option exercises | 76,564 shares exercised; value realized $17,931,262 | — | Employee option exercises |
| 2024 RSU vesting | 5,000 shares vested; value realized $1,219,600 | — | Employee RSU vesting |
| Outstanding 12/31/2024 | Options unexercisable 8,718; RSUs unvested 5,786; PSUs target 11,572 | — | At year‑end market price basis |
- Hedging/pledging: Company policy prohibits pledging and hedging of MDGL stock by officers/directors; no pledges disclosed for Dr. Taub.
Fixed Compensation (Director) versus Employee
| Category | 2024 Director Cash | 2024 Director Equity | Notes |
|---|---|---|---|
| Dr. Taub | None | None | As an employee‑director, she did not receive director fees or grants in 2024 |
Employment & Contracts; Severance and Change-of-Control
| Provision | Baseline | Change-of-Control |
|---|---|---|
| Severance (salary) | 12 months base salary ($600,000 assumed at 12/31/2024) | 12 months base salary ($600,000) |
| Severance (bonus) | Target annual bonus ($300,000) | Target annual bonus ($300,000) |
| Equity acceleration | Full acceleration of all outstanding equity awards | Full acceleration of all outstanding equity awards |
| Benefits continuation | 12 months health benefits ($10,644 estimated at 12/31/2024) | 12 months health benefits ($10,644) |
| Total equity vesting value (illustrative at 12/31/2024) | $13,675,251 | $13,675,251 |
| Clawbacks | Dodd-Frank clawback policy (Nov 2023) and supplemental misconduct clawback (Apr 2024) apply to incentive compensation | Same |
| Tax gross-ups | None; agreements do not include tax gross-ups | None |
Compensation Committee Analysis Context
- Composition (2024): Dr. Levy (Chair), Dr. Craves, Dr. Cheong, Mr. Bate—independent under SEC/Nasdaq rules.
- Consultant: Compensia engaged since 2016; independence affirmations provided; assists with peer group, benchmarking, and program design.
- Interlocks: No compensation committee member has been an officer/employee; no interlocking board compensation relationships disclosed.
Say-on-Pay & Shareholder Feedback
- Say‑on‑pay approval in 2024: 95% support; ≥94% support for each of the last five years.
- Frequency recommendation: Board recommends annual say‑on‑pay (“1 Year”).
Related Party Transactions and Policies
- Related party policy: Audit Committee pre‑approves related person transactions, with independence safeguards.
- Spousal relationship disclosure: Dr. Taub and Dr. Friedman are married; beneficial ownership footnotes outline shared/entity holdings (SQN, options) and disclaimers.
- 2024 Offering (not Taub‑specific): Baker Bros affiliates purchased pre‑funded warrants; Audit Committee oversight policy applies.
Governance Assessment
- Strengths:
- Deep scientific and clinical leadership relevant to MDGL’s core therapeutic area; author of 120+ publications; prior R&D/CMO leadership through FDA approval of Rezdiffra.
- Significant equity ownership (~9.2%) aligns interests with shareholders; company prohibits hedging/pledging.
- Strong shareholder support for compensation program (95% say‑on‑pay).
- Compliance and clawback frameworks in place (Dodd‑Frank and misconduct supplemental).
- Risks / RED FLAGS:
- Independence: Not independent due to recent executive service; spousal relationship with director Paul Friedman heightens conflict‑of‑interest sensitivity.
- Equity acceleration: Severance terms provide full acceleration of all equity awards even outside change‑of‑control—generous provisions that can be shareholder‑unfriendly if misaligned with performance.
- Dual roles: Serving as Senior Scientific & Medical Advisor through 2025 while on the Board can blur management/oversight lines; requires robust executive session practices (Board indicates regular sessions).
- Large option exercise proceeds realized in 2024 may indicate personal liquidity events; not a governance breach, but investors often monitor alignment signals.
Overall: Taub’s domain expertise and material “skin‑in‑the‑game” are positive for board effectiveness in a science‑driven biopharma. Independence constraints and generous equity acceleration warrant continued scrutiny; consistent application of related‑party policies and executive sessions help mitigate perceived conflicts.