Richard S. Levy

About Richard S. Levy, M.D.

Independent director of Madrigal Pharmaceuticals since August 2016; age 67. Dr. Levy is a physician-executive with 30+ years in biotech/pharma, including EVP & Chief Drug Development Officer at Incyte (2009–2016) and senior roles in clinical development, regulatory, and product strategy at Celgene, DuPont, Novartis/Sandoz; previously Assistant Professor of Medicine at UCLA. He holds an A.B. in Biology from Brown and an M.D. from the University of Pennsylvania, is Board Certified in Internal Medicine and Gastroenterology, and completed training at HUP and UCLA . The Board classifies him as independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committees and roles at Madrigal:
  • Compensation Committee: Chair
  • Nominating & Governance Committee: Member
  • Science & Technology Committee: Member (Chair is Dr. Cheong)
• Independence and attendance: The Board determined Dr. Levy is independent; all directors attended at least 75% of aggregate Board and applicable committee meetings in 2024. Board met 5x; Compensation 3x; Science & Technology 3x; Nominating & Governance 1x in 2024 .
• Re-election: Nominated for re-election as a Class III director at the June 20, 2025 Annual Meeting (term through 2028) .

Fixed Compensation (Non-Employee Director)

• 2024 fees earned: $84,000 cash; total director compensation $483,887 including equity (below) .

Performance Compensation (Director Equity)

• Director equity policy targets ~50th percentile of peers; RSUs and options vest on the anniversary (one-year) for annual grants; new director grants vest over two years (RSUs) and 18 months (options) .

Other Directorships & Interlocks

• Current public boards: ProTara Therapeutics (since 2019), Kodiak Sciences (since 2018), Kiniksa Pharmaceuticals (since 2019) .
• Prior public board: Constellation Pharmaceuticals (2020–2021) .
• Large shareholder context: Baker Bros. (BBA) affiliates have two representatives on Madrigal’s Board (Julian Baker, Raymond Cheong) and are >5% holders; Dr. Levy previously served as a part-time Senior Advisor to BBA (2016–2019) . As a mitigating measure, BBA waived certain designation/observer rights under a 2017 SPA while its representatives serve on the Board . Related-person transactions are reviewed/approved by the Audit Committee under a formal policy .

Expertise & Qualifications

• Deep drug development leadership (Incyte EVP/CDDO) with extensive regulatory, clinical, and product development experience across multiple therapeutic areas; Board Certified in Internal Medicine and Gastroenterology .
• Education: Brown University (A.B. Biology); University of Pennsylvania (M.D.); residency at HUP; fellowship in Gastroenterology & Hepatology at UCLA .
• Board Skills Matrix highlights the Board’s breadth across biopharma leadership, development, commercialization, regulatory, and governance; Dr. Levy’s biography aligns with the clinical/regulatory and governance skill needs of Madrigal’s commercial and R&D agenda .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director; chairs Compensation Committee; serves on Nominating & Governance and Science & Technology Committees—indicates broad engagement across pay, governance, and R&D oversight .
  • Board/committee attendance met thresholds; board independence majority maintained .
  • Director pay structure balanced: modest cash retainer/committee fees with majority of value in equity vesting on service, aligning director incentives with shareholders; 2024: $84k cash, $399,887 equity .
  • Strong governance controls: Dodd-Frank-compliant clawback plus supplemental misconduct clawback; hedging/pledging prohibited; independent comp consultant (Compensia) with no conflicts .
  • Shareholder support: 2024 Say-on-Pay approval ~95% and 94%+ each of the last five years (boardwide signal on pay practices overseen by Compensation Committee) .

• Watch items / potential conflicts

  • Historical advisory relationship (2016–2019) with Baker Bros., a significant shareholder with two current board representatives and participation in 2024 financing ($275m pre-funded warrants). While the Board affirms independence and BBA waived certain board designation rights, investors may monitor for any perceived influence on compensation or strategic decisions; Audit Committee oversees related-person transactions .
  • No related-person transactions disclosed involving Dr. Levy in 2024–2025 proxies; continue to monitor disclosures .

Director Compensation (Detail)

Board Governance (Committee Meetings and Independence)

Related Party/Conflicts Snapshot

• BBA context: BBA (>5% holder) waived board designation/observer rights under 2017 SPA while Mr. Baker or Dr. Cheong serve; BBA purchased 1,057,692 pre-funded warrants ($275m) in the March 2024 public offering; Avoro (another >5% holder) purchased 500,000 pre-funded warrants ($130m). Audit Committee reviews and approves any related-person transactions per policy .
• No related-person transactions involving Dr. Levy disclosed for 2024–2025 .

Policies Relevant to Investor Alignment

• Clawbacks: Dodd-Frank-compliant clawback policy (restatements) and supplemental clawback for misconduct covering cash and equity incentives .
• Hedging/pledging: Prohibited for directors and employees (no pledging/margin accounts; no hedging instruments) .

Summary Implications for Investors

• As Compensation Committee Chair with extensive development/regulatory background, Dr. Levy is central to pay-for-performance oversight and risk alignment. The strong Say-on-Pay outcomes, clawback regime, and anti-hedging/pledging policy reduce governance risk. Monitor potential perceived influence from significant shareholder representation given his past advisory role with BBA, though independence has been affirmed and conflict controls (waivers and Audit Committee policy) are in place .