Shannon Kelley
MADRIGAL PHARMACEUTICALSAbout Shannon Kelley
Shannon Kelley, age 50, is Executive Vice President and Chief Legal Counsel at Madrigal Pharmaceuticals; she joined in January 2024 as Chief Compliance Officer and was promoted to Chief Legal Counsel effective August 5, 2024, and also serves as Corporate Secretary for the 2025 proxy materials . She has 20+ years in healthcare compliance and legal, including 10 years in U.S. federal enforcement (DOJ Trial Attorney; Assistant U.S. Attorney/Deputy Chief of Litigation), and senior compliance roles at Sanofi and Boston Scientific; she holds a J.D. from American University and a B.S. from Georgetown University’s School of Foreign Service . Company performance drivers linked to executive pay include 2024 net product revenue of $180.1 million from Rezdiffra’s launch and achievement of 142% of corporate goals; 2025 PSUs for executives are tied to relative TSR versus the Nasdaq Biotechnology Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanofi | VP, Chief Compliance Officer, North America & Global Specialty Care; roles of increasing responsibility | Apr 2015–Dec 2023 | Led compliance across all therapeutic areas, aligning commercial and specialty care operations with regulatory standards |
| Boston Scientific | Global Compliance and Commercial Legal Counsel | Sep 2012–Mar 2015 | Supported global compliance and commercial legal matters in medical devices |
| U.S. Department of Justice | Trial Attorney (Washington, D.C.) | Part of 10 years in federal enforcement | Prosecuted healthcare matters; foundational enforcement expertise |
| U.S. Attorney’s Office (District of Massachusetts) | Assistant U.S. Attorney; Deputy Chief of Litigation | Part of 10 years in federal enforcement | Led healthcare-related litigation; built litigation leadership credentials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in executive biography |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $520,000 | Effective with promotion to Chief Legal Counsel (Aug 2024) |
| Target Bonus % | 45% of base | Prorated for 2024 based on start date/promotion |
| Actual Bonus Paid (2024) | $325,925 | Based on 142% corporate achievement; prorated |
| All Other Compensation | $6,237 | 401(k) matching contributions |
Performance Compensation
Annual Cash Incentive – Corporate Metrics and Outcomes (Applied to NEOs, incl. Kelley)
| Metric | Weight at Target | Target Definition | Actual Achievement | Contribution to Payout |
|---|---|---|---|---|
| FDA Approval | 25.33% | Approval of Rezdiffra | Approved Mar 14, 2024, ahead of plan; favorable label | 37.5% |
| Study Enrollment (MAESTRO-NASH OUTCOMES) | 12.33% | Enrollment target | 845 patients enrolled by Oct 2024; exceeded target | 18.0% |
| Resmetirom Launch | 20.33% | Successful U.S. launch | $180.1m net revenue in 2024; exceptional launch | 43.4% |
| Market Access | 5.33% | Coverage milestone timing | >80% commercial lives covered by 9/30/2024 (one quarter early) | 7.5% |
| Sales | 10.33% | Internal sales targets | Exceeded internal targets | 10.5% |
| Medical Affairs | 5.33% | Awareness objectives | Significant awareness achieved | 7.5% |
| Financing | 5.33% | Capital raise | $690m gross proceeds; upsized financing | 7.5% |
| Pipeline Expansion | 10.33% | BD evaluation | Evaluated/diligenced multiple programs | 2.6% |
| Intellectual Property | 5.33% | Patent prosecution | Several patents prosecuted on resmetirom | 7.5% |
| Total Corporate Outcome | 100% | Threshold 56.25%, Target 100%, Max 180% | Achieved 142% | 142.0% |
Long-Term Incentives (LTI) – Grants and Design
| Grant Type | Grant Date | Shares/Units | Exercise Price | Target Value | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs (New Hire) | 01/16/2024 | 2,767 | — | $674,927 | 25% per year over 4 years |
| Stock Options (New Hire) | 01/16/2024 | 4,169 | $243.92 | $674,950 | 25% at 1st anniversary; then 6.25% quarterly |
| RSUs (Promotion) | 08/15/2024 | 5,215 | — | $1,275,067 | 25% per year over 4 years |
| Stock Options (Promotion) | 08/15/2024 | 7,820 | $244.50 | $1,275,003 | 25% at 1st anniversary; then 6.25% quarterly |
| PSUs | 2024 | — | — | — | Did not receive PSUs in 2024; will participate in 2025 PSU program (relative TSR vs Nasdaq Biotech, 3-year period, 0–200% payout) |
Notes:
- Program design for 2024 LTI emphasizes retention and alignment: equal mix of RSUs, stock options, and PSUs for NEOs; Kelley’s 2024 mix excludes PSUs due to promotion timing but adds PSUs in 2025 .
- RSUs and options are time-based, fostering retention; PSUs are performance-based (relative TSR) for pay-for-performance .
Equity Ownership & Alignment
| Ownership Element | Detail | Status |
|---|---|---|
| Beneficial Ownership | 1,303 shares beneficially owned; less than 1% of outstanding | Includes shares acquirable within 60 days via options |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company stock | Strengthens alignment; reduces risk |
| Insider Trading Windows | Governed by Company Insider Trading Policy | Compliance-based controls |
Outstanding Equity at FY-End (12/31/2024)
| Instrument | Unexercisable/Unvested | Market Value (at $308.57/sh) |
|---|---|---|
| Stock Options (01/16/2024) | 4,169 | — (value depends on spread; schedule provided separately) |
| Stock Options (08/15/2024) | 7,820 | — (value depends on spread; schedule provided separately) |
| RSUs (01/16/2024) | 2,767 | $853,813 |
| RSUs (08/15/2024) | 5,215 | $1,609,193 |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment Start | Joined Jan 8, 2024; promoted to Chief Legal Counsel Aug 5, 2024 | |
| Severance (Qualifying Separation) | 12 months base salary; separation bonus equal to target bonus; accelerated vesting of equity that would vest in 12 months (outside CoC) or full acceleration (within CoC); 12 months medical/dental continuation | |
| Change-of-Control (CoC) | Lump-sum payout of 12 months base salary; separation bonus equal to target bonus; full equity acceleration; 12 months medical/dental continuation | |
| Tax Gross-Ups | None in severance/change-of-control agreements | |
| Clawbacks | Dodd-Frank/Nasdaq-compliant restatement clawback (3-year lookback); supplemental misconduct clawback (annual and LTI comp) | |
| Insider Policy | Hedging and pledging prohibited; trading policy applies |
Potential Payments (Hypothetical, event on 12/31/2024)
| Category | Qualifying Separation (No CoC) | Qualifying Separation (With CoC) |
|---|---|---|
| Salary-Based Severance | $520,000 | $520,000 |
| Bonus-Based Severance | $234,000 | $234,000 |
| Continuation of Benefits | $63 | $63 |
| Market Value of Vesting (Accelerated Equity) | $808,390 | $3,233,559 |
| Total (Illustrative sum of categories above) | $1,562,453 | $3,987,622 |
| All amounts per proxy table, using stock price $308.57; structure and acceleration terms per agreements . |
Compensation Structure Notes
- Peer benchmarking: Compensation Committee (independent; advised by Compensia) uses a defined biotech peer group for competitive positioning; 2024 peer group includes ACADIA, Amicus, Apellis, Denali, Halozyme, Insmed, Ionis, Krystal, etc. .
- Say-on-pay support: 95% approval in 2024; Company recommends annual say-on-pay frequency .
Investment Implications
- Alignment and retention: Kelley’s package is heavily equity-based with multi-year vesting (RSUs/options 4-year schedules); absence of hedging/pledging and inclusion of clawbacks strengthen alignment and reduce risk of misaligned incentives .
- Selling pressure signals: Significant unvested equity and potential accelerated vesting value ($0.81m non-CoC; $3.23m CoC) could create event-driven supply if separation or CoC occurs; monitor Form 4 filings for vesting and option exercises as tranches vest .
- Pay-for-performance: Annual bonus tied to operational milestones and launch metrics (142% overall in 2024), with PSUs to be included from 2025 tied to relative TSR—beneficial for investors focused on commercial execution and market-based performance alignment .
- Governance quality: No tax gross-ups; strong say-on-pay; independent Compensation Committee with an established consultant—indicates lower governance risk in compensation practices .