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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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Preliminary Proxy Statement

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IRONWOOD PHARMACEUTICALS, INC.
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100 Summer Street, Suite 2300
Boston, Massachusetts 02110


NOTICE OF 20202022 ANNUAL MEETING OF STOCKHOLDERS OF
IRONWOOD PHARMACEUTICALS, INC.

Date:
Date:Wednesday, June 3, 20201, 2022

Time:

Time:

9:00 a.m. Eastern Time

Location:

Location:

Our 20202022 annual meeting of stockholders will be a "virtual“virtual meeting." You will be able to attend the annual meeting, vote and submit questions via live webcast by visitingwww.virtualshareholdermeeting.com/IRWD2020IRWD2022.

Purpose:

Purpose:

We are holding the annual meeting for stockholders to consider three company sponsored proposals:



1.


To elect our Class I directors,nine director nominees, Mark G. Currie, Ph.D., Alexander Denner, Ph.D., Andrew Dreyfus, Jon Duane, Marla Kessler, Thomas McCourt, Julie McHugh, Catherine Moukheibir and Mark Mallon,Jay Shepard, each to serve for a one-year term;



term extending until our 2023 annual meeting of stockholders and their successors are duly elected and qualified;
2.


To hold an advisory vote on named executive officer compensation; and



3.


To ratify our audit committee'scommittee’s selection of Ernst & Young LLP as our auditors for 2020.2022.

We will also consider action on any other matter that may be properly brought before the meeting or any postponement(s) or adjournment(s) thereof.

Our board of directors recommends you vote "for"“for” each of the nine nominees for Class I director (proposal no. 1), "for" on an“for” the advisory vote on named executive officer compensation (proposal no. 2), and "for"“for” ratification of our selection of auditors (proposal no. 3). Only stockholders of record at the close of business on April 13, 20206, 2022 are entitled to notice of and to vote at the meeting.

We are pleased to take advantage of the Securities and Exchange Commission, or SEC, rules that allow us to furnish proxy materials to our stockholders on the internet. We believe these rules allow us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the annual meeting.

TheDue to ongoing public health concerns relating to the COVID-19 pandemic, and to support the health and safety of our stockholders, is important to usemployees and givenstakeholders, the current guidance by public health officials and protocols that federal, state and local governments have imposed surrounding the coronavirus (COVID-19) pandemic, at the time of this filing we believe it is not advisable to hold our annual meeting will be conducted in person.a virtual-only format, solely by means of a live audio webcast. Our virtual stockholder format uses technology designed to provide our stockholders rights and opportunities to participate in the virtual meeting similar to an in-person meeting. You may attend the meeting, vote and submit questions electronically during the meeting via live webcast by visiting the website provided above. A list of shareholdersstockholders of record will be available electronically during the meeting. The website can be accessed on a computer, tablet, or phone with internet connection. To be admitted to the meeting atwww.virtualshareholdermeeting.com/IRWD2020IRWD2022, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice that you received.

Proxy Material Mailing Date:
April 21, 2022

Proxy Material Mailing Date:
April 21, 2020


Sincerely,
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Chief Executive Officer
Sincerely,
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Thomas McCourt
Chief Executive Officer and Director

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Letter From Our CEO1

About Ironwood



3


Our Board of Directors



5

1

About Ironwood
3
Our Board of Directors6



25

26

Our Executives



27

28

Executive Compensation



30

30


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Letter From Our CEO

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LOGO

Dear Ironwood stockholders,

It was a momentous year for Ironwood with LINZESS® (linaclotide) reaching blockbuster status exceeding $1 billion in U.S. net sales in 2021 and reaching more than 3.5 million unique IBS-C and CIC patients. Additionally, in 2021, we strengthened our innovative GI pipeline and delivered sustained profits and cash flow. By remaining laser-focused on addressing unmet patient needs, we have helped solidify our leadership position in the GI community.
Looking beyond our LINZESS record sales, we believe there is substantial opportunity for its continued growth, as we make investments to bolster demand, improve brand margins and ultimately maximize cash flow.
In addition, in 2021, we announced that the U.S. FDA approved a revised label for LINZESS. The updated label modifies the boxed warning for risk of serious dehydration and contraindication against use in children to those less than two years of age. The boxed warning and contraindication previously applied to all children less than 18 years of age and less than 6 years of age, respectively. This is a significant milestone and accomplishment for our team as we continue to advance our linaclotide pediatrics development program in IBS-C and functional constipation.
Our innovative GI pipeline aims to position Ironwood for long-term growth through the in-license or acquisition of innovative GI assets targeting organic GI diseases primarily managed by gastroenterologists that are highly differentiated and have clear unmet medical needs. We are excited to highlight two important advancements to our innovative GI pipeline:

Our clinical development is underway for IW-3300, a guanylate cyclase-C agonist being developed to be a potential first-in-class treatment for visceral pain conditions, such as interstitial cystitis / bladder pain syndrome (IC/BPS) and endometriosis.

CNP-104, a potential treatment for primary biliary cholangitis (PBC), a rare autoimmune disease of the liver, has been granted Fast Track Designation by the U.S. FDA. We entered into a collaboration and license option agreement with COUR Pharmaceuticals for CNP-104 to leverage our GI expertise. Further, COUR has initiated a clinical study, evaluating the safety, tolerability, pharmacodynamics effects, and efficacy of CNP-104 in PBC patients, with a data readout estimated in 2023.
Our deep expertise in developing and commercializing innovative GI therapies, established relationships within the GI community and our leadership’s experience building a blockbuster brand — positions us well to advance GI care and provide treatments with the potential to deliver profound impact for patients, our business and our stockholders.
With that in mind, we are continuing our disciplined approach to capital allocation to support our goal of delivering sustainable profits and cash flows. We achieved our third consecutive year of profits in 2021, and ended the year with $620 million in cash and cash equivalents, a significant increase from the end of 2020. In addition, we initiated a share repurchase program authorized by our board of directors under which we may repurchase up to $150 million of our common stock through December 2022.
Ironwood met many important objectives over the past year. With so many families struggling with the effects of the COVID-19 pandemic, I want to begin by commenting onacknowledge the COVID-19 pandemic. We are experiencing unprecedented times in modern history bothresilience of our team and their dedication to our mission to advance the treatment of GI diseases and redefine the standard of care for GI patients.

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Our company was once again named a top place to work in the U.S. in 2021 by Top Workplacesand around the world. This pandemic is causing substantial disruptioncontinues to prioritize building a culture of ownership and belonging. We have advanced our equality, diversity, and inclusion efforts, engaged meaningfully with employees, introduced learning and development opportunities, strengthened our talent acquisition strategies, and given back to our healthcare systemssurrounding communities.
Our future looks bright as we remain in a strong position to continue our growth and severely impactingmomentum throughout 2022. On behalf of Ironwood’s board of directors, our leadership team, and Ironwoodians across the global economy. AtU.S., I thank you for the confidence you have placed in our company and the important work we do.
Sincerely,
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Thomas McCourt
Chief Executive Officer and Director

2   Ironwood we

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About Ironwood
We aspire to bring innovative treatments for GI diseases to patients in need.
We are focused on doing our part to help mitigate the spread of COVID-19 and protect the safety and well-being of those around us, including our employees, healthcare providers, patients and broader communities, while striving to ensure that patients continue to gain access to the medications that they need. We have taken important actions to-date, and are regularly evaluating any potential impact on our business and assessing our preparedness and our plans to address the evolving circumstances.

Turning to the business: I became CEO of Ironwood just over a year ago now, and what a remarkable year it has been. Following the separation from Cyclerion Therapeutics, Inc., or the Separation, Ironwood became a GI-focusedgastrointestinal (GI) healthcare company dedicated to advancing the treatment of GI diseases and redefining the standard of care for GI patients. There are approximately 70 million people in the U.S. suffering from GI diseases today - that is one in every five Americans. The GI landscape represents an area of substantial unmet need, and one where we believe we can achieve real impact for patients.

We are now in the early stages of executing on our post-Separation strategy and our priorities are clear: drive LINZESS® (linaclotide) growth, advance our GI pipeline, and deliver sustainable profits.

LINZESS is now the number one prescription medicine in the U.S. for treating irritable bowel syndrome with constipation, or IBS-C, or chronic idiopathic constipation, or CIC, with growth of 14% in prescription demand in 2019 versus 2018. This strong performance translated to $803 million in 2019 U.S. net sales, which we benefit from through our 50-50 profit share with Allergan plc (together with its affiliates), or Allergan, in the U.S. We are proud of the successful execution of our strategy for LINZESS; we are one of the few pharmaceutical companies to have successfully discovered, developed and commercialized a product that has become the prescription market leader in its category. We look forward to working with our partner to continue to drive the LINZESS franchise forward for many years to come.

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But LINZESS is only the first installment of the Ironwood story. We have two innovative GI product candidates in our pipeline that we believe, if approved, could make a huge difference in improving the lives of millions of patients. IW-3718 is our bile sequestering agent designed to treat the eight to 10 million adult patients suffering from refractory gastroesophageal reflux disease despite treatment on proton pump inhibitors. MD-7246 is our delayed release formulation of linaclotide that, together with Allergan, is being evaluated as an oral, non-opioid, pain-relieving agent for patients suffering from abdominal pain associated with certain GI diseases.

The company achieved strong financial results in 2019, reporting full year net income for the first time in Ironwood's history. We also met or exceeded all of our 2019 financial guidance metrics and took several important actions post-Separation, including relocating our headquarters to Boston, restructuring our debt and amending our ex-U.S. linaclotide partnerships for China (including Hong Kong and Macau) and Japan.

We have a remarkable team, that as of April 21, 2020, includes approximately 137 employees based in our Boston headquarters and another 170 customer-facing employees based around the country. I am proud of what this team accomplished in 2019 and believe strongly in the opportunities we have in front of us.

I encourage you to read the pages that follow that tell you more about our board, our team, our strategy, our pay, and our culture—all of the things that contributed to our strong results in 2019 and, we believe, position us well for the future. We ask for your voting support on the items described in this proxy statement so we can have the opportunity to continue to deliver for you and for all of our stockholders.

Sincerely,

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Mark Mallon
Chief Executive Officer and Director

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About Ironwood

2019 was a transformational year for Ironwood.

We are a gastrointestinal, or GI, healthcare company dedicated to advancing the treatment of GI diseases and redefining the standard of care for millions of GI patients. We are focused on the development and commercialization of innovative GI product opportunities in areas of largesignificant unmet need, leveraging our demonstrated expertise and capabilities in GI diseases. Our flagship

LINZESS® (linaclotide), our commercial product, is linaclotide, which is trademarked under the names LINZESS®first product approved by the United States Food and CONSTELLA®,Drug Administration, or U.S. FDA, in a class of GI medicines called guanylate cyclase type C agonists, or GC-C agonists, and is approvedindicated for adults suffering from irritable bowel syndrome with constipation, or IBS-C, or chronic idiopathic constipation, or CIC. LINZESS is the branded prescription market leader in the IBS-C and CIC category in the U.S. LINZESS is available to treat adult patientsadults suffering from IBS-C or CIC in more than 35 countriesthe United States and Mexico, IBS-C or chronic constipation in Japan, and IBS-C in China. Linaclotide is available under the trademarked name CONSTELLA® to adults suffering from IBS-C or CIC in Canada, and to adults suffering from IBS-C in certain European countries.
We recognize the value of collaboration and have a track record of establishing, operating and evolving high-performance partnerships globally. We have strategic partnerships with leading pharmaceutical companies to support the development and commercialization of linaclotide around the world.

We also have two innovative late-stage development programs that we believe, if approved, could be importantaim to leverage our leading capabilities in GI to bring additional treatment options for millionsto GI patients.

We believe our history of patients. MD-7246 isinnovation in GI medicine, deep expertise in developing and commercializing innovative GI therapies, established relationships within the GI community, as well as our delayed release formulation of linaclotide that we are advancingleadership’s experience building blockbuster brands, positions us well to advance GI care and bring treatments with our partner Allergan, as an oral, intestinal, non-opioid, pain-relieving agentthe potential to deliver great impact for patients, with abdominal pain associated with certain GI diseases. IW-3718 is our gastric retentive formulation of a bile acid sequestrant thatbusiness and our stockholders.
In 2021, we are developing for the potential treatment of refractory gastroesophageal reflux disease, or refractory GERD.

On April 1, 2019, we completed a tax-free spin-off ofevolved our soluble guanylate cyclase, or sGC, business into a separate publicly traded company, Cyclerion Therapeutics, Inc., or Cyclerion. In completing the separation of our sGC business into Cyclerion, or the Separation, in 2019 we advanced our vision of becoming the leader in U.S. GI healthcare,GI-focused strategy, building on our commercial success with LINZESS and advancing our GI development portfolio. Our strategy is focusedcapabilities to focus on three core priorities: drivemaximize LINZESS, growth, advance our GI development portfolio and strengthen our financial profile. We made significant progress on each of these priorities in 2019:

innovative GI pipeline, and deliver sustained profits and generate cash flow.
Performance Against 2021 Strategic Priorities
1.

DriveMaximize LINZESS Growth


We grew our share ofrecognized $400.4 million in collaborative arrangements revenue related to sales of LINZESS in the U.S. by over 20% to $325.5 million forduring the year ended December 31, 2019.2021, a 9% increase compared to the year ended December 31, 2020. This increase was primarily driven by an increase in LINZESS prescription demand.

In May 2021, together with AbbVie, Inc., or AbbVie, we entered into a settlement agreement with a generic drug manufacturer, Teva Pharmaceuticals USA, Inc., granting a license to market a generic version of 72 mcg LINZESS beginning March 31, 2029 (subject to U.S. FDA approval). With this settlement agreement, Ironwood and AbbVie have settled with the filers of all known abbreviated new drug applications to date seeking approval to market generic versions of LINZESS.

We reported positive topline
In August 2021, the U.S. FDA approved a revised label for LINZESS based on clinical safety data from our Phase IIIbthat had been generated thus far in pediatric studies. The updated label modified the boxed warning for risk of serious

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dehydration and contraindication against use in children to those less than two years of age. The boxed warning and contraindication previously applied to all children less than 18 years of age and less than 6 years of age, respectively. The safety and effectiveness of LINZESS in patients less than 18 years of age have not been established. Clinical pediatric programs in IBS-C and functional constipation are ongoing.
2.
Strengthen Innovative GI Pipeline

In November 2021, we entered into a collaboration and license option agreement with COUR Pharmaceutical Development Company, Inc., or COUR, which grants us an option to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104, a potential treatment for primary biliary cholangitis, or PBC, a rare autoimmune disease targeting the liver that affects an estimated 133,000 people in the U.S., according to a study published in Gastroenterology in 2000. COUR is currently conducting a clinical trialstudy evaluating LINZESS 290 mcg on overall abdominal symptoms (bloating, painthe safety, tolerability, and discomfort)pharmacodynamic effects and efficacy of CNP-104 in adultPBC patients, with IBS-C. We and Allergan began communicating these additional benefits of LINZESS to healthcare practitionersa data readout estimated in July 2019 and submitted a Supplemental New Drug Application, or sNDA, with the U.S. Food and Drug Administration, or U.S. FDA, in November 2019 to seek a more comprehensive description of the effects of LINZESS on its approved label.2023.


2.
Advance GI Development Portfolio

We continued enrollment in our two pivotal Phase III clinical trials of IW-3718are advancing IW-3300, a GC-C agonist, for the potential treatment of refractory GERD.

We initiatedvisceral pain conditions, such as interstitial cystitis / bladder pain syndrome, or IC/BPS, and endometriosis. IC/BPS affects an estimated 4 to 12 million Americans, according to the Interstitial Cystitis Association. An estimated 4 million reproductive-age women in the U.S. have been diagnosed with endometriosis, according to a study published in Gynecologic and Obstetric Investigation. Both diseases have a limited number of treatment options available. In December 2021, the U.S. FDA accepted our Investigational New Drug Application and the Phase III clinical trial with Allerganprogram commenced in the first quarter of 2022 to evaluate the safety and efficacytolerability of MD-7246IW-3300 in adult patients with abdominal pain associated with IBS-D. The trial completed enrollment inhealthy volunteers.
3.
Deliver Sustained Profits and Generate Cash Flow

We delivered net income of $528.4 million during the year ended December 2019 and completed patient dosing in March 2020.31, 2021, reflecting our third consecutive full year of profitability.


We expanded our GI development organization through key roles including Chief Medical Officer, Head of Regulatory and Head of Biostatistics.

3.
Strengthen Financial Profile

We restructured our debt by issuing $200.0generated $261.9 million in 0.75% Convertible Senior Notes due 2024 and $200.0cash from operations during the year ended December 31, 2021, ending the year with $620.1 million in 1.50% Convertible Senior Notes due 2026. The proceedscash and cash equivalents.

In May 2021, our board of these issuances were useddirectors authorized a share repurchase program under which we may repurchase up to pay

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      approximately $25.2$150.0 million in connection with associated capped call transactions, repurchase $215.0 million aggregate principal amount of our outstanding 2.25% Convertible Senior Notes dueshares of common stock through December 2022. During the year ended December 31, 2021, we repurchased 2.4 million shares of common stock for an aggregate of $27.1 million, and from January 1, 2022 and redeem allto February 15, 2022, we repurchased an additional 4.5 million shares of our outstanding 8.375% Notes due 2026.

    common stock for $50.7 million.
We amendedAs we continue to execute on our strategic priorities, we have great confidence in our ability to continue making a meaningful difference for GI patients and restatedgrow our ex-U.S. linaclotide partnerships with Astellas Pharma Inc., or Astellas, for Japan and AstraZeneca AB (together with its affiliates), or AstraZeneca, for China (including Hong Kong and Macau). Asposition as a result, we recognized $10.0 millionleading GI healthcare company in revenue from Astellas related to upfront payments and approximately $32.4 million in revenue from AstraZeneca related to non-contingent payments in 2019.

We announced a new U.S. GI disease education and promotional agreement for Alnylam Pharmaceuticals, Inc.'s GIVLAARI™ (givosiran), an RNAi therapeutic targeting aminolevulinic acid synthase 1 for the treatment of adults with acute hepatic porphyria.U.S.

We relocated our headquarters to a new office at 100 Summer Street in downtown Boston, Massachusetts from our previous location in Cambridge, Massachusetts. Monthly base rent payments to our landlord were contractually reduced in connection with the execution of the 100 Summer Street lease.

We demonstrated strong progress across our corporate goals in 2019, exceeding some goals and achieving certain stretch goals.2021. As a result, our 20192021 company performance achievement multiplier, which we used as a key consideration in determining executive compensation for 20192021 performance, was 130%117%, as determined by the compensation and HR committee of our board of directors. Please see theCompensation Discussion and Analysis section included elsewhere in this proxy statement for detailed information on compensation to our 20192021 named executive officers.


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Note about Forward-Looking Statements
This proxy statement contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the potential opportunity for LINZESS growth and improved brand margins; the advancement of our linaclotide pediatrics development program; the development of IW-3300 as a potential first in class treatment for visceral pain conditions; the timing of data for the clinical study of CNP-104; the potential long-term growth of our GI pipeline; our ability to deliver impact for patients, our business, and our stockholders; and our approach to capital allocation, including the potential repurchase of common stock under our share repurchase program. These forward-looking statements speak only as of the date of this proxy statement, and Ironwood undertakes no obligation to update these forward-looking statements. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to the effectiveness of development and commercialization efforts by us and our partners; preclinical and clinical development, manufacturing and formulation development of linaclotide, CNP-104 and our product candidates; the risk that clinical programs and studies may not progress or develop as anticipated, including that studies are delayed or discontinued for any reason, such as safety, tolerability, enrollment, manufacturing, economic or other reasons; the risk that findings from our completed nonclinical and clinical studies may not be replicated in later studies; the risk that we or our partners are unable to obtain, maintain or manufacture sufficient LINZESS or our product candidates, or otherwise experience difficulties with respect to supply or manufacturing; the efficacy, safety and tolerability of linaclotide and our product candidates; the risk that the therapeutic opportunities for LINZESS or our product candidates are not as we expect; decisions by regulatory and judicial authorities; the risk we may never get additional patent protection for linaclotide and other product candidates, that patents for linaclotide or other products may not provide adequate protection from competition, or that we are not able to successfully protect such patents; the risk that we are unable to manage our expenses or cash use, or are unable to commercialize our products as expected; the risk that we may elect to not exercise our option to acquire the exclusive license for CNP-104; the risk that the development of either CNP-104 and/or IW-3300 is not successful or that any of our product candidates is not successfully commercialized; outcomes in legal proceedings to protect or enforce the patents relating to our products and product candidates, including abbreviated new drug application litigation; the risk that financial and operating results may differ from our projections; developments in the intellectual property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do not have the anticipated effect on our company revenues; developments in accounting guidance or practice; Ironwood’s or AbbVie’s accounting practices, including reporting and settlement practices as between Ironwood and AbbVie; the risk that we are unable to manage our expenses or cash use, or are unable to commercialize our products as expected; the impact of the COVID-19 pandemic; and the risks listed under the heading “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in our subsequent SEC filings.
Note regarding Trademarks
In this proxy statement, references to "the company"“the company” or "Ironwood"“Ironwood” and, except within the Audit Committee Report and the Compensation Committee Report, references to "we"“we”, "us"“us” or "our"“our” mean Ironwood Pharmaceuticals, Inc. LINZESS®LINZESS® and CONSTELLA®CONSTELLA® are trademarks of Ironwood Pharmaceuticals, Inc. Any other trademarks referred to in this proxy statement are the property of their respective owners. All rights reserved. The contents of our website are not incorporated into this document and you should not consider information provided on our website to be part of this document.

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Our Board of Directors


Who We Are
Who We Are

The following table sets forth certain information, as of April 21, 2020,2022, with respect to each of our directors:

directors. Each director, other than Dr. Olanoff and Mr. Owens, has been nominated for election at the 2022 annual meeting of stockholders to serve for a one-year term extending until the 2023 annual meeting of stockholders and his or her successor is duly elected and qualified.
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NameAge
Audit
Committee
Governance
and Nominating
Committee
Compensation
and HR Committee
Mark Currie, Ph.D.67
Alexander Denner, Ph.D.52
Andrew Dreyfus63C
Jon Duane63
Marla Kessler52
Thomas McCourt64
Julie McHugh, Chair57
Catherine Moukheibir62C
Lawrence Olanoff, M.D., Ph.D.70C
Edward Owens75
Jay Shepard64

Name

 Age Class Year Term
Expires
 Audit
Committee
 Governance
and Nominating
Committee
 Compensation & HR
Committee

Mark G. Currie, Ph.D.

 65 I 2020   

Jon R. Duane

 61 I 2020    

Mark Mallon, Chief Executive Officer

 57 I 2020   

Marla L. Kessler

 50 II 2021     

Catherine Moukheibir

 60 II 2021 C  

Lawrence S. Olanoff, M.D., Ph.D.

 68 II 2021   C  

Andrew Dreyfus

 61 III 2022   C

Julie H. McHugh, Chair

 55 III 2022    

Edward P. Owens

 73 III 2022   
​ ​ ​ ​ ​ ​ 

"C"“C” indicates chair of the committee.

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Class I Directors (nominated for election at the 2020 annual meeting)


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MARK


MARK G.
CURRIE, Ph.D.

Former President and Chief
Scientific Officer, Cyclerion
Therapeutics, Inc.

Age: 65

67

Director since 2019


Dr. Currie has been the chair of the scientific advisory board of Cyclerion Therapeutics, Inc., or Cyclerion, a clinical-stage biopharmaceutical company, since January 2021. Dr. Currie previously served as Cyclerion’s president and chief scientific officer of Cyclerion Therapeutics, Inc. sincefrom April 2019 and previouslyto December 2020. Prior to joining Cyclerion, Dr. Currie served as senior vice president, chief scientific officer and president of R&Dresearch and development at Ironwood Pharmaceuticals, Inc. from 2002 to April 2019.


Prior to joining Ironwood, Dr. Currie directed cardiovascular and central nervous system disease research as vice president of discovery research at Sepracor, Inc.

Previously, Dr. Currie and initiated, built and led discovery pharmacology and also served as director of arthritis and inflammation at Monsanto Company.


Dr. Currie currently serves on the board of directors of Science Exchange, Inc. and Sea Pharmaceuticals, LLC, privately held companies.


Dr. Currie earned a B.S. in biology from the University of South Alabama and holds a Ph.D. in cell biology from the Bowman-GrayBowman Gray School of Medicine of Wake Forest University.


We believe that Dr. Currie'sCurrie’s vast experience leading the research and development efforts of an international biotechnology company will prove instrumental in guiding us through the research and development of novel therapies.

6    Ironwood


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JON R.
DUANE

Senior

ALEXANDER DENNER, Ph.D.
Founding Partner Emeritus, McKinsey & Company

and Chief
Investment Officer, Sarissa
Capital Management LP; Chief Executive Officer of Sarissa Capital Acquisition Corp.

Age: 61

52

Director since 2019

2020

Board Committees


Governance and Nominating Committee

Compensation and HR Committee

Mr. Duane is senior partner emeritus at McKinsey & Company, or McKinsey. Before his retirement in December 2017, Mr. Duane had served as a partner at McKinsey since 1992.

At McKinsey, Mr. Duane founded and led the firm's biotech practice. In that role, Mr. Duane advised both private and public companies in the pharmaceutical, medical device and life science industries, as well as academic research centers, on various strategic initiatives.

Mr. Duane has served as the executive chair on the board of Nashville Biosciences since 2017.

Mr. Duane graduated from Wesleyan University with a B.A. in government and received an M.B.A from Harvard Business School.

Mr. Duane brings to the board of directors significant experience advising academic research centers and companies across the life science and medical device industries.




MARK MALLON

Chief Executive Officer,
Ironwood Pharmaceuticals, Inc.

Age: 57

Director

Dr. Denner is a founding partner and the chief investment officer of Sarissa Capital Management LP, or Sarissa, a registered investment advisor, where he has been since 2019

Prior to joining Ironwood in January 2019 as executive senior advisor and becoming2011. Dr. Denner also has been chief executive officer of Ironwood in April 2019, Mr. Mallon wasSarissa Capital Acquisition Corp. (Nasdaq: SRSA), a member of thespecial purpose acquisition company since December 2020.


Prior to joining Sarissa, Dr. Denner served as a senior executive team of AstraZeneca PLC and led certain key strategic functions: global product and portfolio strategy, global medical affairs, and corporate affairs.

After joining AstraZeneca in 1994, Mr. Mallon held a number of senior sales and marketing roles, including executive vice president, internationalmanaging director at Icahn Capital L.P, an investment advisory firm, from January 20132006 to April 2017 and executive vice president, global product and portfolio strategy from August 2016 to December 2018.

Mr. Mallon started his career in the biopharmaceutical industry in management consulting.

Mr. Mallon earned his B.S. in chemical engineering from the University of Pennsylvania and his M.B.A. in marketing and finance from the Wharton School of Business.

Given his role as our chief executive officer, we believe Mr. Mallon brings unique and in-depth insight on the operations and management of the company, which together with Mr. Mallon's extensive experience building and shaping businesses, and his deep knowledge of GI, is valuable to our board of directors.

2020  Proxy Statement    7


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Class II Directors (term expires at the 2021 annual meeting)




MARLA L.
KESSLER

Senior Vice President for Strategy, Marketing and Communications, IQVIA, Inc.

Age: 50

Director since 2019

Board Committees

Compensation and HR Committee

Ms. Kessler has been the senior vice president for strategy, marketing and communications for IQVIA Holdings Inc., or IQVIA, (formerly IMS Health and Quintiles) since October 2016.

Previously, Ms. Kessler served in various roles for IQVIA, including vice president for global services marketing and knowledge management from June 2013 to September 2016, regional leader of the IMS Consulting Group in Europe from 2011 to 2013, location manager for the London IMS Consulting Group from 2009 to 2011 and senior principal from 2008 to 2009.

Before joining IQVIA, Ms. Kessler led several marketing efforts for Pfizer, Inc. from 2004 to 2007 and worked in consulting for McKinsey & Company from 1996 to 2004.

Ms. Kessler received a B.S. in economics from Arizona State University and an M.B.A. from the Fuqua School of Business at Duke University.

Ms. Kessler provides an important commercial perspective to our board of directors given her expertise in strategic marketing, evidence-based research and customer experience in the life science industry.




CATHERINE
MOUKHEIBIR

Chief Executive Officer,
MedDay Pharmaceuticals

Age: 60

Director since 2019

Board Committees

Audit Committee, Chair

Ms. Moukheibir currently serves as chief executive officer, as well as chairman of the board of directors, of MedDay Pharmaceuticals, or MedDay.

2011. Prior to that, Ms. Moukheibirhe served as the senior advisor for financea portfolio manager at Viking Global Investors, a private investment fund, and Morgan Stanley Investment Management, a member of the executive board of directors at Innate Pharma SA from March 2011 to December 2016, and as the chief financial officer for Movetis N.V. from 2008 to 2010, when it was acquired.global asset management firm.

Ms. Moukheibir previously served as the director of capital markets for Zeltia Group S.A. from 2001 to 2007.

In addition to her service

Dr. Denner serves on the board of directors of MedDay, Ms. Moukheibirthe following public companies: Biogen Inc. (Nasdaq: BIIB) and Sarissa Capital Acquisition Corp. (Nasdaq: SRSA). Dr. Denner also serves on the board of directors of Orphazyme A/S, Genkyotex SA, and Kymab Group Limited. She alsoAttralus, Inc., a privately held past directorships oncompany. In the boards of directors of Ablynx NV, Cerenis Therapeutics SA and Creabilis S.A.

Ms. Moukheibirlast five years, Dr. Denner has an M.A. in economics and an M.B.A. from Yale University.

Ms. Moukheibir's long leadership career in the biopharmaceutical industry, as well as her deep background in international finance, provide her with valuable business and financial expertise in support of our corporate objectives.

8    Ironwood


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LAWRENCE S.
OLANOFF, M.D., Ph.D.

Former Chief Operating Officer, Forest Laboratories, Inc.

Age: 68

Director since 2015

Board Committees

Governance and Nominating Committee, Chair

Dr. Olanoff most recently served as chief operating officer for Forest Laboratories, Inc., or Forest, (acquired by Allergan plc) from October 2006 to December 2010. Dr. Olanoff also served as a director of Forest from October 2006 to July 2014.

From July 2005 to October 2006, Dr. Olanoff was president and chief executive officer and a director at Celsion Corporation. He also served as executive vice president and chief scientific officer of Forest from 1995 to 2005.

Prior to joining Forest in 1995, Dr. Olanoff served as senior vice president of clinical research and development at Sandoz Pharmaceutical Corporation (now a division of the Novartis Group) and at the Upjohn Company in a number of positions, including corporate vice president of clinical development and medical affairs.

In addition, he is currently an adjunct assistant professor and special advisor to the president for corporate relations at the Medical University of South Carolina (MUSC), an ex-officio director of the MUSC Foundation for Research Development, chairmanchair of the board of directors of Mitochondria in Motion,Ariad Pharmaceuticals, Inc. and The Medicines Company, as well as a member of the board of directors of Clinical Biotechnology ResearchBioverativ Inc.


Dr. Denner earned his B.S. in mechanical engineering from Massachusetts Institute at Roper St. Francis Hospital,of Technology, an M.S. and M.Phil. in mechanical engineering from Yale University and an interdisciplinary Ph.D. from Yale University.

Dr. Denner brings to the Westedge Project,board significant experience overseeing the operations and the Zucker Institute for Applied Neurosciences. Dr. Olanoff also held past directorships on the boards of directors of Axovant Sciences Ltd. and Celsion Corporation.

Dr. Olanoff received his Ph.D. in biomedical engineering and M.D. degree from Case Western Reserve University.

Dr. Olanoff's detailed knowledge of the pharmaceutical industry, his broad operational experience and his research and development leadership over the course of his career make himhealthcare companies and evaluating corporate governance matters. He also has extensive experience as an important assetinvestor, particularly with respect to our board of directors.

healthcare companies, and possesses broad healthcare industry knowledge.

Class III Directors (term expires at the 2022 annual meeting)


2022 Proxy Statement   7

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ANDREW


ANDREW
DREYFUS

President and Chief Executive
Officer for Blue Cross Blue
Shield of Massachusetts

Age: 61

63

Director since 2016

Board Committees


Compensation and HR Committee, Chair


Mr. Dreyfus has served as president and chief executive officer for Blue Cross Blue Shield of Massachusetts, or BCBSMA, one of the largest Blue Cross Blue Shield insurance plans in the country, since September 2010. From July 2005 to September 2010, Mr. Dreyfus served as the executive vice president of health carehealthcare services of BCBSMA.


Prior to joining BCBSMA, he served as the first president of the Blue Cross Blue Shield of Massachusetts Foundation. Mr. Dreyfus also previously served as executive vice president of the Massachusetts Hospital Association and held a number of senior positions in Massachusetts state government, including undersecretary of consumer affairs and business regulation.


Mr. Dreyfus serves on the board of directors of BCBSMA, the Blue Cross Blue Shield Association, Jobs for Massachusetts, Boys & Girls Club of Boston,BCBSMA Foundation and RIZE Massachusetts, all of which are privately held companies or non-profit organizations. He is a member of the advisory boards of Ariadne Labs and NACD New England Chapter, andthe Leonard D. Schaeffer Center for Health Policy & Economics at the University of Southern California (USC). He serves on the advisory board and is a founding member of Ariadne Labs.the Massachusetts Coalition for Serious Illness Care.


Mr. Dreyfus received a B.A. in English from Connecticut College.


Mr. Dreyfus brings to our board of directors significant expertise in the healthcare payer and reimbursement market, and broad management and executive leadership experience, providing valuable insight as we continue to develop and commercialize medicines in an evolving healthcare landscape.
JON


DUANE
Senior Partner Emeritus,
McKinsey & Company
Age: 63
Director since 2019
Board Committees

Governance and Nominating Committee

Compensation and HR Committee

Mr. Duane is senior partner emeritus at McKinsey & Company, or McKinsey, an international management consulting company. Before his retirement in December 2017, Mr. Duane had served as a partner at McKinsey since 1992. Mr. Duane is an independent advisor to clients, including the San Francisco Giants, a professional sports team, and Makena Capital Management, LLC, an investment management company.

At McKinsey, Mr. Duane founded and led the firm’s biotech practice. In that role, Mr. Duane advised both private and public companies in the pharmaceutical, medical device and life science industries, as well as academic research centers, on various strategic initiatives.

Mr. Duane serves as the executive chair on the board of directors of Nashville Biosciences, LLC, a privately held company.

Mr. Duane graduated from Wesleyan University with a B.A. in government and received an M.B.A from Harvard Business School.

Mr. Duane brings to the board of directors significant experience advising academic research centers and companies across the life science and medical device industries.

8   Ironwood



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MARLA
KESSLER
Chief Customer Officer, Aetion, Inc.
Age: 52
Director since 2019
Board Committees

Compensation and HR Committee

Ms. Kessler has been chief customer officer of Aetion, Inc., or Aetion, a health care technology company, since September 2021. Prior to joining Aetion, Ms. Kessler served as an advisor to the chief executive officer of IQVIA Holdings Inc., or IQVIA (formerly IMS Health and Quintiles), a global analytics and technology company, from October 2020 to February 2021. Prior to that, Ms. Kessler had been the senior vice president for strategy, marketing and communications for IQVIA since October 2016.

Previously, Ms. Kessler served in various roles for IQVIA, including vice president for global services marketing and knowledge management from 2013 to September 2016, regional leader of the IMS Consulting Group in Europe from 2011 to 2013, location manager for the London IMS Consulting Group from 2009 to 2011 and senior principal from 2008 to 2009.

Before joining IQVIA, Ms. Kessler led several marketing efforts for Pfizer Inc. from 2004 to 2007 and worked in consulting for McKinsey & Company from 1996 to 2004.

Ms. Kessler received a B.S. in economics from Arizona State University and an M.B.A. from the Fuqua School of Business at Duke University.

Ms. Kessler provides an important commercial perspective to our board of directors given her expertise in strategic marketing, evidence-based research and customer experience in the life science industry.
THOMAS
McCOURT
Chief Executive Officer,
Ironwood Pharmaceuticals, Inc.
Age: 64
Director since 2021

Mr. McCourt has served as our chief executive officer and member of the board of directors since June 2021 and had previously served as president and interim chief executive officer from March 2021 to June 2021 and as president from April 2019 to June 2021. Prior to April 2019, Mr. McCourt served as our senior vice president of marketing and sales and chief commercial officer since joining Ironwood in 2009.

Prior to joining Ironwood, Mr. McCourt led the U.S. brand team for denosumab at Amgen Inc. from 2008 to 2009. Prior to that, Mr. McCourt was with Novartis AG from 2001 to 2008, where he directed the launch and growth of ZELNORM™ for the treatment of patients with IBS-C and CIC and held a number of senior commercial roles, including vice president of strategic marketing and operations.

Mr. McCourt was also part of the founding team at Astra-Merck Inc., leading the development of the medical affairs and science liaison group and then serving as brand manager for PRILOSEC® and NEXIUM®.

Mr. McCourt serves on the board of trustees for the American Society of Gastrointestinal Endoscopy (ASGE). Mr. McCourt previously served on the board of directors of Acceleron Pharma Inc., including as a member of the audit committee and the chair of the nominating and governance committee.

Mr. McCourt received a B.S. in pharmacy from the University of Wisconsin.

Given his role as our chief executive officer and his previous leadership roles at the company since joining in 2009, we believe Mr. McCourt brings unique and in-depth insight into the operations and management of the company, which together with his extensive commercial experience, his deep knowledge of GI, and his experience launching and achieving blockbuster status for LINZESS, are valuable to our board of directors.

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JULIE


JULIE H.
McHUGH, CHAIR

Former Chief Operating Officer,
Endo Health Solutions, Inc.

Age: 55

57

Director since 2014

Board Committees


Audit Committee


Governance and Nominating Committee


Ms. McHugh most recently served as chief operating officer for Endo Health Solutions, Inc., or Endo, from March 2010 through May 2013, where she was responsible for the specialty pharmaceutical and generic drug businesses.


Prior to joining Endo, Ms. McHugh was the chief executive officer of Nora Therapeutics, Inc.


Before that she served as company group chairman for the worldwide virology business unit of Johnson & Johnson, or J&J, and previously she was president of Centocor, Inc., a J&J subsidiary. While at J&J, Ms. McHugh oversaw the development and launches of several products, including Remicade®Remicade® (infliximab), Prezista® (darunavir) and Intelence® (etravirine), and she was responsible for oversight of a research and development portfolio including compounds targeting autoimmune diseases, HIV, hepatitis C, and tuberculosis.


Prior to joining Centocor, Inc., Ms. McHugh led the marketing communications for gastrointestinal drug Prilosec®Prilosec® (omeprazole) at Astra-Merck Inc.


Ms. McHugh currently serves on the board of directors of the following public companies: Aerie Pharmaceuticals, Inc. (Nasdaq: AERI), Lantheus Holdings, Inc. (Nasdaq: LNTH), and Evelo Biosciences, Inc. (Nasdaq: EVLO). Ms. McHugh also serves on the board of directors of Xellia Pharmaceuticals ApS, a privately held company. She currently chairsalso serves on the strategic advisory board for HealthCare Royalty Partners and the board of visitors for the Smeal College of Business of Pennsylvania State University as well as serves on the board of directors of Aerie Pharmaceuticals, Inc., Lantheus Holdings, Inc. and Trevena, Inc., all publicly held companies, and The New Xellia Group, a privately held company.University. She previously served on the board of directors for Trevana, Inc., ViroPharma Inc., Epirus Biopharmaceuticals, Inc., the Biotechnology Industry Organization, the Pennsylvania Biotechnology Association and the New England Healthcare Institute.


Ms. McHugh received her M.B.A. degree from St. Joseph'sJoseph’s University and her B.S. degree from Pennsylvania State University.


Ms. McHugh'sMcHugh’s experience as a chief executive officer and a chief operating officer at large multinational pharmaceutical companies makes her a valuable member of our board of directors, particularly as we evolve as a companydirectors. Her deep knowledge of Ironwood’s history and seek to maximize our current products and execute on our corporate strategy and associated pipeline.

strong relationships with our senior leadership team also make her a valuable resource.


CATHERINE


EDWARD P.
OWENS
MOUKHEIBIR

Former Partner, Portfolio Manager and Global Industry Analyst, Wellington Management Company, LLP

Chief Executive Officer,
MedDay Pharmaceuticals

Age: 73

62

Director since 2013

2019

Board Committees


Audit Committee,

Chair

Mr. Owens

Ms. Moukheibir most recently served as chief executive officer of MedDay Pharmaceuticals, or MedDay, a biopharmaceutical company that focused on nervous system disorders, from July 2019 to January 2021. She was previously partner, portfolio manager and global industry analyst with Wellington Management Company, LLP where he worked in investment management from 1974 to 2012. He wasalso the portfolio managerchairman of the Vanguard Health Care Fundboard of directors of MedDay from April 2016 to January 2021.

Prior to that, Ms. Moukheibir served as the senior advisor for 28 yearsfinance and a member of the executive board of directors at Innate Pharma SA, an oncology company, from its inception in May 1984 until his retirement2011 to December 2016, and as the chief financial officer for Movetis N.V. from Wellington in December 2012.2008 to 2010, when it was acquired.


Ms. Moukheibir previously served as the director of capital markets for Zeltia Group S.A. from 2001 to 2007.

Mr. Owens

Ms. Moukheibir currently serves on the board of directors of Stealth BioTherapeutics Corp. Hethe following public companies: MoonLake Immunotherapeutics AG (Nasdaq: MLTX), Biotalys NV (EBR: BTLS) and Oxford Biomedica plc (LSE: OXB). Ms. Moukheibir also serves on the board of directors of Asceneuron SA, Noema Pharma AG, DNA Script SAS, and CMR Surgical, all of which are privately held companies. She held past directorships on the boards of directors of Ablynx NV, Cerenis Therapeutics SA, Creabilis S.A., GenKyoTex S.A., Kymab Group Limited, Orphazyme A/S and Zealand Pharma A/S.

Ms. Moukheibir has an M.A. in economics and an M.B.A. from Yale University.

Ms. Moukheibir’s long leadership career in the biopharmaceutical industry, as well as her deep background in international finance, provide her with valuable business and financial expertise in support of our corporate objectives.

10   Ironwood

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JAY
SHEPARD
Former President and Chief
Executive Officer of Aravive, Inc.
Age: 64
Director since 2020
Board Committees

Audit Committee

Mr. Shepard is an advisor at Caralys Pacific, a venture group focused on licensing drug programs and creating new companies in the U.S. and Japan. Mr. Shepard previously was president and chief executive officer of Aravive, Inc. (formerly Versartis, Inc.), a clinical-stage oncology company, from May 2015 to January 2020, when he retired. From 2013 to 2015, Mr. Shepard was executive chairman of Versartis, Inc.

From 2008 until May 2015, Mr. Shepard was an executive partner at Sofinnova Ventures, a venture capital firm focused on the healthcare industry. From 2010 to 2012, Mr. Shepard served as president and chief executive officer and was a member of the board of directors of NextWave Pharmaceuticals, Inc., a specialty pediatric pharmaceutical company. From 2005 to 2007, Mr. Shepard served as interim president and chief executive officer of Relypsa (Ilypsa, Inc.’s spin-out company, which was acquired by Galencia), a pharmaceutical company. Mr. Shepard was also vice president of commercial operations at Telik and oncology business unit head of Alza Pharmaceuticals (acquired by J&J).

Mr. Shepard has over 35 years of experience in the pharmaceutical, biotechnology and drug delivery arenas. Mr. Shepard has participated in or led over 16 product launches by preparing markets and establishing sales and marketing operations.

Mr. Shepard also currently serves on the board of directors of the following public companies: Inovio Pharmaceuticals, Inc. (Nasdaq: INO) and Esperion Therapeutics, Inc. (Nasdaq: ESPR). In addition, Mr. Shepard serves on the board of directors of Aculys Pharma, LLC and Pathalys Pharma, Inc. Mr. Shepard also serves as the chairman of the board of directors of the Christopher & Dana Reeve Foundation. Within the past five years, Mr. Shepard also served on the boards of directors of Marinus Pharmaceuticals, Inc. and Durect Corporation.

Mr. Shepard holds a B.S. in physicsBusiness Administration from the University of Virginia and an M.B.A. from Harvard Business School.Arizona.

He

Mr. Shepard brings deep expertise to our board of directors, extensive experience in evaluatingas a recognized leader within the pharmaceutical industry, with nearly three decades of expertise as an accomplished public company CEO and investing in life sciences companies, providing valuable insight as we continue to strive towards our goal of maximizing long-term stockholder value.

senior executive.

10    Ironwood


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GRAPHIC2022 Proxy Statement   11

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How We are Selected and Evaluated
How We are Selected and Evaluated

We believe that our board of directors should be comprised of individuals with sophistication and experience in many substantive areas that will help us achieve our vision of becoming a leading U.S. GI healthcare company dedicated to advancing treatments forthe treatment of GI diseases and advancingredefining the standard of care for millions of GI patients.

The core criteria that we use in evaluating each nominee to our board of directors consists of the following: (a) an owner-orientedowner oriented attitude and a commitment to represent the interests of our stockholders, demonstrated, in part, through ownership of our capital stock; (b) strong personal and professional ethics, integrity and values; (c) strong business acumen and savvy; (d) a deep, genuine passion for our business and the patients whom we serve; (e) demonstrated achievement in the nominee'snominee’s field of expertise; (f) the absence of conflicts of interest that would impair the nominee'snominee’s ability to represent the interests of our stockholders; (g) the ability to dedicate the time necessary to regularly participate in meetings of the board and committees of our board; and (h) the potential to contribute to the diversity of our board of directors, as a result of the nominee'snominee’s professional background, expertise, gender, age, ethnicity or ethnicity.

other diversity criteria.

As illustrated in the matrix below, we believe our directorsboard of director nominees possess the professional and personal qualifications and necessary expertise both within and outside of the healthcare industry to maintain a diverse and experienced board of directors that can effectively represent stockholders.

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Broader BusinessHealthcare Industry
Ironwood Board of Directors
Capital
Allocation /
Finance /
Accounting
Strategic
Transactions
Risk
Management
Human
Capital
Public
Company
Board
Senior
Leadership
(small
biotech)
Senior
Leadership
(large
pharma)
Customer /
Market Insights
(patient, payer,
physician)
Mark Currie, Ph.D.

Broader BusinessHealthcare Industry
Ironwood Board of Directors
Capital
Allocation /
Finance /
Accounting

Strategic
Transactions

Risk
Management

Human
Capital

Public
Company
Board

Senior
Leadership
(small
biotech)

Senior
Leadership
(large
pharma)

Customer /
Market Insights
(patient, payer,
physician)

Julie H. McHugh

Andrew Dreyfus

Lawrence S. Olanoff, M.D., Ph.D.

Mark Mallon

Jon R. Duane

Edward P. Owens

Mark G. Currie

Marla L. Kessler

Catherine Moukheibir

Alexander Denner, Ph.D.
Andrew Dreyfus
Jon Duane
Marla Kessler
Thomas McCourt
Julie McHugh
Catherine Moukheibir
Jay Shepard


12   Ironwood

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Board Diversity
We believe our board of directors should be comprised of individuals reflecting the diversity represented by our employees and our patients. As mentioned above under How We are Selected and Evaluated, we have core criteria that we evaluate each board of director nominee on, including but not limited to, the potential to contribute to the diversity of our board of directors, as a result of the nominee’s professional background, expertise, gender, age, ethnicity or other diversity criteria. Three of our eleven current directors are women, one of whom self-identifies as Middle Eastern. The table below provides additional diversity information regarding our board of directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Listing Rule 5605(f).
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Board Diversity Matrix (as of April 21, 2022)
Board Size:
Total Number of Directors11
Gender Identity:FemaleMaleNon-BinaryDid Not Disclose Gender
Directors371
Demographic Background:
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White37
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background1
Directors who self-identify as Middle Eastern: 1
Director Succession Planning

We refresh our board of directors and assess our board succession plans regularly. As of April 21, 2020,2022, the average age of our independent directors'directors was 6162.5 years, and the average tenure of our independent directors was approximately 3.54.6 years. FiveSeven of our nineeleven current directors (including Mr. Mallon) joined our board of directors since our separation, or Separation, from Cyclerion Therapeutics, Inc., or Cyclerion, in April 2019.

Dr. Olanoff and Mr. Owens have not been nominated for election at the 2022 annual meeting of stockholders following the end of their current term. As a result, the size of our board of directors will decrease to nine members following the 2022 annual meeting of stockholders.

Annual Evaluations

Our directors conduct annual evaluations to assess the performance and effectiveness of the board of directors and each committee in which they are a member. In addition, we ask each director completesto complete a self-evaluation as well as a peer evaluation of each other director. For 2019,2021, each director completed a written questionnaire which solicited open-ended and candid feedback on an anonymous basis. In addition to the director evaluations, we also solicit annual

2022 Proxy Statement   13

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feedback from senior management concerning the board'sboard’s performance on an anonymous basis. After the collective board and

2020  Proxy Statement    11


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committee evaluations and comments (including those from senior management) and the self and peer evaluations and comments were compiled, the chair of the governance and nominating committee met with our chair of the board and Thomas McCourt, our chief executive officer, to discuss the board and committee evaluations and individual evaluations for directors. The chair of the governance and nominating committee also conducted individual feedback sessions with each director to discuss the results of his or her individual evaluation and then provided the governance and nominating committee with a summary of the individual evaluations for the Class Iall directors up for election at the 20202022 annual meeting of stockholders. The chair of the governance and nominating committee then presented a summary of the collective board and committee evaluations and comments (including those from senior management) to the governance and nominating committee and full board of directors.

Director Nomination Process

Our governance and nominating committee identifies potential director candidates through referrals and recommendations, including from incumbent directors, management and stockholders, as well as through business and other organizational networks.networks and relationships. We and our board of directors retainedretain executive search firms and paidother third party firmsparties from time to time to assist in identifying and evaluating potential director nominees to join our board of directors upon the completion of the Separation, including our chief executive officer. finding suitable candidates.
Stockholders who wish to recommend candidates may contact the governance and nominating committee in the manner described inStockholder Communications, Proposals and Nominations for Directorships—Directorships — Communications. Stockholder-recommendedStockholder recommended candidates whose recommendations comply with these procedures will be evaluated by the governance and nominating committee in the same manner as candidates identified by the governance and nominating committee.


14   Ironwood

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How We are Organized and Governed
Corporate Governance Highlights
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How We are Organized

Number of Independent Directors/Total Number of Directors10/11
All Board Committees Comprised Solely of Independent Directors
Separate Independent Chair and Governed

Chief Executive Officer Positions
Regular Executive Sessions of Independent Directors
Annual Board, Committee, and Individual Director Self-assessments
Annual Election of All Directors
Annual Advisory Stockholder Vote on Executive Compensation
Stock Ownership Guidelines for Directors and Executive Officers
Comprehensive Code of Business Conduct and Ethics
Corporate Governance Guidelines
Prohibition of Hedging and Pledging by Executive Officers and Directors
Anti-Overboarding Policy Limiting the Number of Other Public Company Boards on which our Directors May Serve
Clawback Policy

Board Size and Terms

Our Eleventh Amended and Restated Certificate of Incorporation, as amended, or our Certificate of Incorporation, states that our board of directors shall consist of between one and 15 members, and the precise number of directors shall be fixed by a resolution of our board of directors. Our board of directors currently consists of eleven members. Dr. Olanoff and Mr. Owens have not been nominated for election at the 2022 annual meeting of stockholders. As a result, the size of our board of directors will decrease to nine members.members following the 2022 annual meeting of stockholders. Each director holds office until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Any vacancy on the board of directors, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office. Any additional directorships resulting from an increase in the number of directors will be apportioned by
At our board of directors among the three classes until the declassification of our board of directors, as described further below.

In accordance with the terms of our Certificate of Incorporation, our board of directors is currently divided into three classes, which has resulted in staggered elections. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be nominated and elected for a new term at the2019 annual meeting, in the year in which their term expires. The current members of each class are set forth in the table above underWho We Are.

Onour stockholders, at the recommendation of our board of directors, our stockholders voted at our 2019 annual meeting of stockholders to amend our Certificate of Incorporation to declassify our board of directors, to allowso that beginning with the company's2022 annual meeting of stockholders, to vote on the electionall of the entire board ofour directors are elected on an annual basis, rather than on a staggered basis. Consistent withIn addition, following the amendment to our Certificate of Incorporation that was approved by our stockholders, the declassification of the board of directors will be phased in as follows:

    at our 2020 annual meeting of stockholders, the Class I directors will stand for election for a one-year term;

    at our 2021 annual meeting of stockholders, the Class I and Class II directors will stand for election for a one-year term; and

    at our 2022 annual meeting of stockholders, and at each annual meeting of stockholders thereafter, all directors will stand for election for one-year terms.

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For so long as our board of directors is classified, directors may be removed by our stockholders only for cause. Following the declassification of our board of directors, our directors willcan be removableremoved with or without cause by our stockholders.

We separate the roles of chair of the board of directors and chief executive officer and rotate the chair approximately every five years, unless the governance and nominating committee recommends otherwise. Our board of directors believes that this structure enhances the board of directors'directors’ oversight of, and independence from, management, and enables the board of directors to carry out its responsibilities on behalf of our stockholders. This leadership structure also allows Mr. Mallon, our chief executive officer to focus his or her time and energy on operating and managing the company, while leveraging the experience and perspective of Ms. McHugh, the current chair of our board of directors. We expect the next chair rotation will take place in 2024.

Director Independence

Under Nasdaq Rule 5605, a majority of a listed company'scompany’s board of directors must be comprised of independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company's company’s

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audit, compensation and governance and nominating committees be independent, and that audit and compensation committee members satisfy the additional independence criteria set forth in Rule 10A-3 and 10C-1, respectively, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under Nasdaq Rule 5605(a)(2), a director will only qualify as an "independent director"“independent director” if, in the opinion of that company'scompany’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors determined that none of Messrs. Dreyfus, Duane, Owens and Owens,Shepard, Mses. Kessler, McHugh and Moukheibir, and Dr.Drs. Currie, Denner and Olanoff, representing seventen of our eight non-employee directors and seven of our nineeleven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent"“independent” as that term is defined under Nasdaq Rule 5605(a)(2). Mr. Mallon,McCourt, our current chief executive officer, and Dr. Currie, who served as our senior vice president, chief scientific officer and president of R&D until the Separation, werewas not determined to be independent due to their current or recenthis employment with the company. Our board of directors also determined that each of the current members of our audit committee, our governance and nominating committee, and our compensation and HR committee satisfies the independence standards for such committee established by Rule 10A-3 and 10C-1 under the Exchange Act, the Securities and Exchange Commission, or the SEC rules and the Nasdaq rules, as applicable. In making such determinations, our board of directors considered the information requested from and provided by each director concerning theirthe director’s background, employment and affiliations, including family relationships, the relationships that each such non-employee director has with Ironwood and all other facts and circumstances the board of directors deemed relevant in determining theirassessing independence. As part of such determination, the board of directors considered: (a)considered the volume of business between BCBSMA, the company in which Mr. Dreyfus serves as president and chief executive officer, and Ironwood, which amounted to less than 1% of the annual revenues of each companyBCBSMA in 2019;2021, and (b) payments made by Ironwood to IQVIA, the company in which Ms. Kessler servesDr. Currie’s previous employment as aour senior vice president, which amounted to less than 1%chief scientific officer and president of R&D until the annual revenues of IQVIASeparation in April 2019.

Risk Oversight

Our board of directors retains ultimate responsibility for risk oversight and our management team retains the responsibility for risk management. In carrying out its risk oversight responsibilities, our board of directors reviews the long- and short-term internal and external risks facing the company through its participation in long-range strategic planning, and the annual review and evaluation of corporate risks that the audit committee reports. Our board of directors also believes that separating the roles of chair of the board of directors and chief executive officer enhances the board of directors'directors’ ability to oversee risk in an objective manner.

We have implemented and continue to refine a formalized enterprise risk management process. On an ongoing basis, we identify key risks, assess their potential impact and likelihood, and, where appropriate, implement operational

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measures and controls or purchase insurance coverage in order to help ensure adequate risk mitigation. Together with our board of directors, we arecontinue to closely monitoringmonitor the developments and impact of the COVID-19 pandemic on our business and operations, including employees, and are workingwork diligently to quickly address and mitigate risks in the evolving and dynamic environment.

On a quarterly basis, key risks, status of mitigation activities and potential new or emerging risks are reported to and discussed with senior management and further addressed with our audit committee and board of directors, as necessary. On at least an annual basis, a long-term comprehensive enterprise risk management update is provided to our board of directors. The long-term goal of our enterprise risk management process is to ingrain a culture of risk awareness and mitigation throughout the organization that can be applied to our current business activities as well as our assessment and pursuit of future business opportunities.

As set forth in its charter, our audit committee discusses with management any significant risks or exposures facing Ironwood, evaluates the steps management has taken or proposes to take to mitigate such risks and reviews our compliance with such mitigation plans. As part of fulfilling these responsibilities, the audit committee meets regularly with Ernst & Young LLP, our independent registered public accounting firm, and members of our management, including our chief executive officer and chief financial officer. Our audit committee also discusses with Ernst & Young LLP any significant risks or exposures facing the company to the extent that such risks or exposures relate to accounting and financial reporting and reviews related mitigation plans with Ernst & Young LLP. In addition, our audit committee

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reviews the risk factors as presented in our annual reports on Form 10-K and our quarterly reports on Form 10-Q, as applicable, that we file with the SEC.

As part of our board of directors'directors’ risk oversight role, our compensation and HR committee reviews and evaluates the risks associated with our compensation programs and succession plans, as itplans. The compensation and HR committee also is responsible under its charter for approving the compensation of all of our executive officers (other than our chief executive officer), recommending chief executive officer compensation to our board of directors for approval and overseeing the maintenance and presentation to our board of directors of succession plans for members of our senior management. Likewise, our governance and nominating committee is responsible for evaluating the performance, operations and composition of our board of directors and the sufficiency of our corporate governance guidelines, either of which may impact our risk profile from a governance perspective.

In performing their risk oversight functions, each committee of our board of directors has full access to management, as well as the ability to engage outside advisors.

Hedging and Pledging Policy

As part of our insider trading prevention policy, our directors and executive officers are prohibited from engaging in any hedging or monetization transactions of our company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, our insider trading prevention policy generally prohibits our directors and executive officers from holding company securities in a margin account or pledging company securities as collateral for a loan.

Corporate Governance Guidelines

We have adopted corporate governance guidelines which are accessible through the Investors section of our website atwww.ironwoodpharma.com, under the heading Corporate Governance, and which are available in print to any stockholder who requests them from our secretary. Our board of directors believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duties to stockholders and relies on these guidelines to provide that framework. Among other things, theThe guidelines help to ensure that our board of directors is independent from management, that our board of directors adequately performs its oversight functions and that the interests of our board of directors and management align with the interests of our stockholders.

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Table Among other things, our corporate governance guidelines limit the number of Contentsother public company boards on which our directors may serve. Accordingly, our directors should not serve on more than four public company boards of directors, including Ironwood. In addition, our directors who hold the position of chief executive officer of a public company should not serve on more than three public companies, including Ironwood and the board of his or her own company.

Equality, Diversity and Inclusion
We believe that creating an equitable, diverse, and inclusive culture is critical to attracting, motivating and retaining the talent necessary to deliver on our mission and to creating an ownership culture that gives us the best opportunity to deliver a sustained competitive advantage. For us, this means fostering a culture where every employee feels a sense of belonging and where employees encourage each other to share ideas for succeeding in a diverse environment. Our compensation and HR committee actively engages with management on matters such as employee development and corporate culture and engagement, as well as equality, diversity and inclusion, or EDI, initiatives.
As of December 31, 2021, approximately 49% of our employees are women, and women represent approximately 29% of our senior leadership (vice president and above) and approximately 27% of our board of directors (including our board and audit committee chairs). Additionally, approximately 19% of our employees are racially or ethnically diverse and, in 2021, approximately 24% of our new hires were racially or ethnically diverse. Our EDI principles are also reflected in our employee training and policies.
In 2021, we continued to advance our EDI initiatives with strong advocacy by our leadership team and board of directors. We incorporated into our corporate goals an EDI scorecard reflecting ten measurable objectives. Over the course of the year, we succeeded in attaining our corporate target of achieving seven out of these ten pre-determined objectives. We strove to ensure that our candidate pools included diverse candidates and, as a result, both of the

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executive officers hired in 2021 represent diverse populations. We are committed to furthering our EDI efforts consistent with our long-term EDI strategy adopted in 2020. As in 2021, our board of directors has again approved a specific EDI corporate goal for 2022 of achieving at least seven out of ten pre-determined measurable objectives on the company’s 2022 EDI scorecard.
Current EDI initiatives include empowering our employee resource groups, such as W@IRWD (Women at Ironwood), designed to empower, develop, and sponsor women at Ironwood, and our employee-led initiatives such, as our ISHINE internship program, which draws undergraduate candidates from Historically Black Colleges and Universities and exposes students to careers in the healthcare field, and ISTAR (Ironwood Stands Together Against Racism), which was created in response to racial equality movements and our employees’ drive to take action. We have introduced new learning and development opportunities, and strengthened our talent acquisition strategies while also supporting equality programs in our local communities and delivering on metrics for retention, career advancement, and employee survey feedback from diverse populations.

Board Meetings

Our board of directors held 17sixteen meetings during 2019.2021. As stated in our corporate governance guidelines, we expect our directors to rigorously prepare for, attend and participate in all board and applicable committee meetings. Each director is expected to ensure that other existing and planned future commitments do not materially interfere with his or her service as a director. We also expect that all of our directors up for election at, or who have a term that continues after, anwill attend our annual meeting of stockholders unless a director will attendnot be continuing to serve on the board following such annual meeting. In 2019,2021, each incumbent director attended at least 75% of all meetings of the board of directors and all committees of the board of directors on which he or she served that were held during the period that such director was a member of the board of directors or the applicable committee. All nineNine of our ten directors at the time of our 20192021 annual meeting of stockholders attended thisthe meeting.

Committees

Our board of directors has established three standing committees: an audit committee, a governance and nominating committee and a compensation and HR committee. In addition, our board of directors established a capital allocation committee in 2018 to oversee and monitor the company's business mix and capital allocation decisions in order to make recommendations to the board of directors, as well as advise on the Separation. This committee was disbanded upon completion of the Separation. Each of the audit committee, the governance and nominating committee and the compensation and HR committee operates under a charter approved by our board of directors. Copies of each charter are accessible through the Investors section of our website atwww.ironwoodpharma.com, under the heading Corporate Governance, and are available in print to any stockholder who requests them from our secretary. The chair of each of our committees is expected to rotate approximately every three to five years, unless the governance and nominating committee recommends otherwise.

Audit Committee

We have a separately designated standing audit committee established by our board of directors for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements. The members of our audit committee are Mses. Moukheibir and McHugh and Mr. Owens. Messrs. Owens and Shepard.
Ms. Moukheibir chairs the audit committee.committee, and our board of directors has determined that Ms. Moukheibir is an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K. Our audit committee met sixfive times during 2019.2021. Our audit committee assists our board of directors in its oversight of significant risks facing Ironwood, the integrity of our financial statements and our independent registered public accounting firm'sfirm’s qualifications, independence and performance.

Our audit committee'scommittee’s responsibilities include:


reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements, earnings releases and related disclosures;


reviewing and discussing with management and our independent registered public accounting firm and, as needed, internal auditors or any relevant third party, the quality and adequacy of our internal controls and internal auditing procedures, including any material weaknesses in either;or significant deficiencies;

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discussing our accounting policies and all material correcting adjustments with our management and our independent registered public accounting firm;


discussing with our management any significant risks or exposures facing the company and the related mitigation plans, and discussing with our independent registered public accounting firm any significant risks or exposures facing the company to the extent that such risks or exposures relate to accounting and financial reporting and related mitigation plans;


monitoring our internal control over financial reporting and disclosure controls and procedures;


working with management to formulate a mitigation plan and reviewing the company'scompany’s compliance with such mitigation plan in the event of a significant breakdown or security breach affecting the information technology systems of the company or a third party;

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    appointing, retaining, evaluating, overseeing, and approving the compensation for and, when necessary, terminating our independent registered public accounting firm;


approving all audit services and all permitted non-audit, tax and other services to be performed by our independent registered public accounting firm, in each case, in accordance with the audit committee'scommittee’s pre-approval policy;


discussing with the independent registered public accounting firm its independence and ensuring that it receives the written disclosures regarding these communications required by the Public Company Accounting Oversight Board, or PCAOB;


reviewing with the independent registered public accounting firm, to the extent applicable, any matter arising from the audit of the financial statements that was communicated or required to be communicated that both relates to accounts or disclosures that are material to the financial statements and involves especially challenging, subjective or complex auditor judgment;


reviewing and approving all transactions or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers;


recommending whether the audited financial statements should be included in our annual report and preparing the audit committee report required by SEC rules;


reviewing with our independent registered public accounting firm all material communications between our management and our independent registered public accounting firm;


reviewing, updating and recommending to our board of directors approval of our code of business conduct and ethics; and


establishing procedures for the receipt, retention, investigation and treatment of accounting related complaints and concerns.

Our board of directors has determined that Ms. Moukheibir is an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K.

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Audit Committee Report

In the course of our oversight of Ironwood'sIronwood’s financial reporting process, we have (i) reviewed and discussed with management the company'scompany’s audited financial statements for the fiscal year ended December 31, 2019,2021, (ii) discussed with Ernst & Young LLP, the company'scompany’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, and (iii) received the written disclosures and the letter from Ernst & Young LLP, the company'scompany’s independent registered public accounting firm, required by applicable requirements of the PCAOB regarding the independent registered public accounting firm'sfirm’s communications with us concerning independence, discussed with the independent registered public accounting firm its independence, and considered whether the provision of non-audit services by the independent registered public accounting firm is compatible with maintaining its independence.

Based on the foregoing review and discussions, we recommended to the board of directors of the company that the audited financial statements be included in the company'scompany’s Annual Report on Form 10-K for the year ended December 31, 20192021 for filing with the SEC.

By the Audit Committee,



Catherine Moukheibir, Chair
Julie H. McHugh
Edward P. Owens

Jay Shepard

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Governance and Nominating Committee

The members of our governance and nominating committee are Messrs.Drs. Denner and Olanoff, andMr. Duane and Ms. McHugh. Mr.Dr. Olanoff chairs the governance and nominating committee. Our governance and nominating committee met two times during 2019.

2021.

Our governance and nominating committee'scommittee’s responsibilities include:


assisting our board of directors in identifying and recruiting individuals qualified to become members of our board of directors;


recommending to our board of directors the persons to be nominated for election as directors;


recommending to our board of directors qualified individuals to serve as committee members;


performing an annual evaluation of our board of directors and each committee of the board of directors;


evaluating the need and, if necessary, creating a plan for the continuing education of our directors;


assessing and reviewing our corporate governance guidelines and recommending any changes to our board of directors;


considering any potential conflicts of interest of members of our board of directors;


considering our policies with respect to their impact on significant issues of corporate social responsibility; and


evaluating and approving any requests from our executives to serve on the board of directors of another for-profit company.

Compensation and HR Committee

The members of our compensation and HR committee are Messrs. Dreyfus and Duane and Ms. Kessler. Mr. Dreyfus chairs our compensation and HR committee. Our compensation and HR committee met sevensix times during 2019.2021. Our compensation and HR committee assists our board of directors in fulfilling its responsibilities relating to the compensation of our board of directors and our executive officers.

officers, and oversees matters related to human capital management, including EDI, workplace environment and culture and talent development and retention.

Our compensation and HR committee'scommittee’s responsibilities include:


reviewingevaluating the performance of our chief executive officer and approvingother executive officers in light of pre-determined corporate goals and objectives relevant tothe chief executive officer compensation and evaluating the performance ofor such executive officers in light of those goals and objectives;officer’s compensation;


reviewing and approvingrecommending to the board our chief executive officerofficer’s compensation including salary, bonus and incentive compensation, deferred compensation, perquisites, equity compensation, benefits provided upon retirement, severance or other termination of employment, and any other forms of executive compensation;


reviewing and approving our chief executive officer'sofficer compensation based on its evaluation of(other than the chief executive officer's performance;officer), including salary, bonus and incentive compensation, deferred compensation, perquisites, equity compensation, benefits provided upon retirement, severance or other termination of employment, and any other forms of executive compensation;


reviewing and approving our peer companies to evaluate our compensation competitiveness and mix of compensation elements;


overseeing and administering our incentive compensation plans and equity-based plans and recommending the adoption of new incentive compensation plans and equity-based plans to our board of directors;


reviewing, accessing and making recommendations to our board of directors with respect to director compensation;compensation and any stock ownership guidelines applicable to non-employee directors;

reviewing, approving and overseeing any stock ownership guidelines applicable to executive officers;

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reviewing and discussing with management the compensation discussion and analysis required to be included in our filings with the SEC and recommending whether the compensation discussion and analysis should be included in such filings;


preparing the compensation and HR committee report required by the SEC;


making recommendations to our board of directors with respect to management succession planning, including planning with respect to our chief executive officer;

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    overseeing compliance with applicable laws and regulations affecting employee compensation and benefits, including regarding stockholder approval of certain executive compensation matters; and


reviewing the risks associated with our compensation policies and practices.

practices; and


overseeing the company’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention.
Compensation Committee Interlocks and Insider Participation

None of the members of our compensation and HR committee is or has at any time during the past fiscal year been an officer or employee of Ironwood. None of the members of our compensation and HR committee has formerly been an officer of Ironwood. None of our executive officers serve, or in the past fiscal year has served, as a member of the board of directors or compensation and HR committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation and HR committee. None of the members of our compensation and HR committee had any relationship with us that requires disclosure under any paragraph of Item 404 of Regulation S-K under the Exchange Act.

How Our Board is Paid

How We Are Paid

TheUnder our director compensation policy, effective May 2019, the majority of the compensation that our non-employee directors receive for service on our board of directors is paid in the form of restricted shares of our Class A common stock. Vesting of these shares of restricted stock is contingent on each non-employee director continuing to serve as a member of the board of directors on the last day of each applicable vesting period. If a director ceases serving as a member of our board of directors at any time during the vesting period of a restricted stock award, or RSA, unvested shares will be forfeited on the date of such director'sdirector’s termination of service.

Director Compensation Plan, effective January 2014

From January to May 2019, our directors were compensated pursuant to our prior director compensation plan, which became effective January 1, 2014, or the 2014 Director Compensation Plan. Under this plan, at each annual meeting Shares of stockholders, our non-employee directors received an annual grant of the number of restricted shares of our Class A common stock calculated by dividing (i) the dollar amount for total director compensation approximating the 25th percentile of our current peer group on the date of grant, by (ii) the average closing price of our Class A common stock on the Nasdaq Global Select Market for the six months preceding the month in which the applicable annual meeting of stockholders occurs. Such restricted shares vested 25% on each three-month anniversary of the grant date over a nine-month period and the remaining 25% on the day before the date of the annual meeting of stockholders for the next calendar year.

Under our 2014 Director Compensation Plan, if a non-employee director was elected other than at an annual meeting of our stockholders, on the start date of such non-employee directors service on the board of directors, such non-employee director was granted the number of restricted shares of our Class A common stock granted to non-employee directors at the most recent annual meeting of our stockholders, prorated based on the number of days between the last annual meeting of our stockholders and the date on which the non-employee director began service with us. In connection with their election to the board, on April 1, 2019, each of Mses. Kessler and Moukheibir, Dr. Currie and Mr. Duane were issued 2,995 restricted shares of our Class A common stock, which vested in full on the day before the date of our 2019 annual meeting of stockholders.

In addition, pursuant to our 2014 Director Compensation Plan, the chair of our board and each of the committee chairs received annual compensation of $10,000, payable quarterly in unrestricted stock or cash at the individual director's election. Shares of our Class A common stock issued to our directors2021 under our 2014 Director Compensation Plandirector compensation policy were granted under our Amended and Restated 2010 Employee, Director and Consultant2019 Equity Incentive Plan, or the 2010our 2019 Plan. Further, whether the shares of restricted stock are vested or not, no director may transfer any shares of restricted stock granted pursuant to our 2014 Director Compensation Plan while such person is a director of Ironwood, subject to limited exceptions.

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Under our 2014 Director Compensation Plan, non-employee directors also were reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and its committees.

Non-Employee Director Compensation Policy, effective May 2019

Following a competitive assessment of market data related to non-executive director compensation provided by Pearl Meyer & Partners, LLC, or Pearl Meyer, our compensation consultant at the time, our compensation and HR committee approved our non-employee director compensation policy, or the 2019 Director Compensation Policy, effective in May 2019. Under our 2019 Director Compensation Policy,Plan, the aggregate value of all compensation paid or granted to any non-employee director for his or her service as a director in any calendar year may not exceed $600,000.

Under our director compensation policy, at each annual meeting of stockholders, our non-employee directors are granted restricted shares of our Class A common stock with a grant date fair value of $250,000, with the number of shares subject to the award determined based on the average closing price of our Class A common stock on the Nasdaq Global Select Market (or the stock exchange on which our stock is being actively traded) for the six months preceding the month in which the award is granted, rounded down to the nearest whole share. Such restricted shares vest in full on the date immediately preceding the date of the next annual meeting of stockholders.

Under our 2019 Director Compensation Policy, if a non-employee director is elected other than at an annual meeting of our stockholders, then upon his or her initial election to our board of directors, such director will be granted the number of restricted shares of our Class A common stock granted to non-employee directors at the most recent annual meeting of our stockholders, prorated based on the number of days between the last annual meeting of our stockholders and the date on which the non-employee director began service with us. Such restricted shares will vest in full on the date immediately preceding the date of the next annual meeting of stockholders. In addition, each

Each non-employee director who is first elected to our board of directors will, upon his or her initial election, be granted restricted shares of our Class A common stock with a grant date fair value of $250,000, with the number of shares subject to the award determined based on the average closing price of our Class A common stock on the Nasdaq Global Select Market (or the stock exchange on which our stock is being actively traded) for the six months preceding the month in which the award is granted, rounded down to the nearest whole share. Such restricted shares vest in three equal installments on the first three anniversaries of the grant date.

Shares of restricted stock that were granted to our directors In addition, under our 2019 Director Compensation Policy in connection with our 2019director compensation policy, if a non-employee director is elected other than at an annual meeting of our stockholders, werethen upon his or her initial election to our board of directors, such director will be granted under our 2010 Plan. After May 2019,the number of restricted shares of restrictedour Class A


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common stock granted to non-employee directors underat the most recent annual meeting of our 2019 Director Compensation Policystockholders, prorated based on the number of days between the last annual meeting of our stockholders and the date on which the non-employee director began service with us. Such restricted shares will be granted under our 2019 Equity Incentive Plan, or our 2019 Plan.

vest in full on the date immediately preceding the date of the next annual meeting of stockholders.

In addition to equity grants, each non-employee director receives an annual retainer under our 2019 Director Compensation Policydirector compensation policy for his or her service on our board of directors, as well as additional fees for board chair, committee or committee chair service as follows:

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Fees
Fees
Annual retainer for members of the board of directors$50,000 ($80,000 for the chair)
Additional annual retainer for members of the audit committee$10,000 ($20,000 for the chair)
Additional annual retainer for members of the compensation and HR committee$7,500 ($15,000 for the chair)
Additional annual retainer for members of the governance and nominating committee$5,000 ($10,000 for the chair)

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All cash fees are payable quarterly in arrears and will be prorated for any quarter of partial service, and fees payable under our 2019 Director Compensation Policy were retroactive to April 1, 2019.service. Each non-employee director may elect, prior to January 1 of the year with respect to which such election will be effective, to receive fully vested shares of our Class A common stock at no cost in lieu of his or her annual cash retainer and any additional cash retainers for board chair, committee or committee chair service set forth above. The number of shares of our Class A common stock to be issued will beis determined by dividing the applicable cash retainer(s) the director would be eligible to receive by the closing price of our Class A common stock on the Nasdaq Global Select Market (or the stock exchange on which our stock is being actively traded) on the date the cash fees would otherwise be paid, rounded down to the nearest whole share. Further, non-employee directors are reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and its committees.


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Director Compensation Table
The following table sets forth information regarding the compensation earned during the year ended December 31, 2021 by each of our directors who served in 2021, other than Mr. McCourt, and Mark Mallon, our former chief executive officer and former member of our board of directors. Messrs. McCourt and Mallon did not receive compensation for his respective individual service on our board of directors.
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Name
Fees Earned or
Paid in
Cash ($)
Stock Awards
($)(1)
Total
($)
Mark Currie, Ph.D.$50,000$265,907$315,907
Alexander Denner, Ph.D.$54,971(2)$265,907$320,878
Andrew Dreyfus$64,978(3)$265,907$330,885
Jon Duane$62,500$265,907$328,407
Marla Kessler$57,500$265,907$323,407
Julie McHugh$155,000(4)$292,557(4)$447,557
Catherine Moukheibir$69,981(5)$265,907$335,888
Lawrence Olanoff, M.D., Ph.D.$60,000$265,907$325,907
Edward Owens$60,000$265,907$325,907
Jay Shepard$60,000$265,907$325,907
(1)
On June 2, 2021, each non-employee member of our board of directors received a restricted stock grant in the amount of 22,766 shares of our Class A common stock for service on our board of directors from the date of our 2021 annual meeting of stockholders to the date of our 2022 annual meeting of stockholders, which shares will vest in full on the date immediately preceding the date of our 2022 annual meeting of stockholders, subject to continued service on our board as of the vesting date. The number of shares subject to the restricted stock grant was determined by dividing (i) $250,000 by (ii) $10.98, which was the average closing price of our Class A common stock on the Nasdaq Global Select Market for the six months preceding the month of the 2021 annual meeting of stockholders. Each such award of restricted stock had a grant date fair value of $11.68 per share and was granted pursuant to the terms of our director compensation policy and our 2019 Plan. As of December 31, 2021, each non-employee director other than Dr. Denner, Ms. McHugh, and Mr. Shepard held 22,766 restricted shares of Class A common stock as a result of this grant and held no other unvested equity awards. As of December 31, 2021, Dr. Denner, Ms. McHugh, and Mr. Shepard held 39,382 restricted shares, 25,266 restricted shares, and 39,250 restricted shares, respectively, of Class A common stock as a result of this and other previously issued grants.
Amounts in the table represent the fair value of these restricted stock grants on the date of grant calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, or ASC 718. For a discussion of the assumptions used in the valuation of awards made in 2021, see Note 13 to our consolidated financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K that we filed with the SEC on February 18, 2022. All values reported exclude the effects of potential forfeitures.
(2)
Dr. Denner elected to receive this annual retainer in unrestricted shares of our Class A common stock. Dr. Denner received a total of 4,812 shares of our Class A common stock for such service in 2021.
(3)
Mr. Dreyfus elected to receive this annual retainer in unrestricted shares of our Class A common stock. Mr. Dreyfus received a total of 5,688 shares of our Class A common stock for such service in 2021.
(4)
As described below under Additional Chair Compensation, in 2021 Ms. McHugh received incremental cash compensation of $60,000 and a restricted stock grant in respect of 2,500 shares of our Class A common stock, which shares vested on March 15, 2022. The restricted stock award had a grant date fair value of $10.66 per share.
(5)
Ms. Moukheibir elected to receive this annual retainer in unrestricted shares of our Class A common stock. Ms. Moukheibir received a total of 6,126 shares of our Class A common stock for such service in 2021.

24   Ironwood

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Additional Chair Compensation
In connection with Mr. Mallon’s resignation as our chief executive officer and a member of our board of directors in March 2021, Ms. McHugh spent additional time providing counsel and guidance to the Company’s senior leadership team during the CEO transition period. In recognition of her expanded responsibilities and additional time commitment, the compensation and HR committee recommended, and the board of directors approved in April 2021 additional incremental cash compensation of $60,000 and a grant of 2,500 shares of restricted stock, which vested in full in March 2022. In making its recommendation to the board, the compensation and HR committee took into account a number of factors, including the scope of additional responsibility and anticipated duration and additional time associated with the expanded role, as well as market data provided by our compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (formerly known as Radford), which we refer to throughout this proxy statement as ‘Aon,’ related to board chair compensation.
Director Stock Ownership Guidelines

In May 2019, we instituted stock ownership guidelines as part of our director compensation policy that provide that each non-employee director must accumulate and continuously hold shares of our Class A common stock with a value equal to or greater than three times the amount of the then-current annual retainer paid to the non-employee director for service on our board of directors (excluding any additional board chair, committee, or committee chair retainers). Non-employee directors arewere required to achieve this level of ownership by the later of (a) May 30, 2021 (the date which is two years from the date of our 2019 annual meeting of stockholders) and (b) two years from the date the individual began service with us, or the Ownership Date.

Compliance with the stock ownership requirements will beis measured on the date of the annual meeting of stockholders each year based on the annual retainer then in effect. Following the Ownership Date, until a non-employee director holds the required ownership level and if such director does not hold the number of shares of our Class A common stock to meet the stock ownership requirements at any time thereafter, such director will be required to retain 100% of any shares of our Class A common stock held or received upon the vesting or settlement of equity awards or the exercise of stock options, in each case, net of shares sold to cover applicable taxes and the payment of any exercise or purchase price (if applicable). Further, following the Ownership Date, to the extent a non-employee director does not hold the number of shares of our Class A common stock that meets this threshold, such director will be automatically deemed to have elected to receive any cash retainer for service on our board of directors or a committee thereof in the form of shares of our Class A common stock in an amount that satisfies the threshold shortfall.

As of March 31, 2022, each of our non-employee directors was in compliance with our stock ownership guidelines.

In addition to the stock ownership guidelines described above, the non-employeeno director sharemay transfer restrictions described above under our 2014 Director Compensation Plan remain in effect with respect to any shares of restricted stock granted underpursuant to our director compensation policy that plan.

was effective between January 2014 and May 2019, whether the shares of restricted stock are vested or not, while such person is a director of Ironwood, subject to limited exceptions.

We believe our stock ownership guidelines and other transfer restrictions ensure that the interests of our directors, each of whom has equity in the business, are aligned with those of our stockholders and further focus our directors on maximizing long-term value.

Director Compensation Table

The following table sets forth information regarding the compensation earned during the year ended December 31, 2019 by each of our directors who served in 2019 other than (i) Mr. Mallon, our current chief executive officer and current member of our board of directors, (ii) Peter Hecht, our former chief executive officer and former member of board of directors, and (iii) Mark Currie, our former senior vice president, chief scientific officer and president of R&D and current member of our board of directors. Neither Mr. Mallon nor Dr. Hecht received compensation for his service on our board of directors, and Dr. Currie's compensation for service on our board of directors is included in theSummary Compensation Table available elsewhere in this proxy statement.


 
  
  
  
 
Name*
 Fees Earned or
Paid in
Cash ($)

 Stock Awards
($)(1)

 Total
($)

 

Andrew Dreyfus

 $48,736(2)$244,317 $293,053 

Jon R. Duane

 $45,795(3)$286,306 $332,101 

Marsha H. Fanucci

 $2,500(4)$ $2,500 

Marla L. Kessler

 $43,125(5)$286,306 $329,431 

Terrance G. McGuire

 $2,492(6)$ $2,492 

Julie H. McHugh

 $73,750(7)$244,317 $318,067 

Catherine Moukheibir

 $52,500(8)$286,306 $338,806 

Lawrence S. Olanoff

 $45,000(9)$244,317 $289,317 

Edward P. Owens

 $47,500(10)$244,317 $291,817 

Amy W. Schulman

 $2,492(11)$ $2,492 

Douglas E. Williams, Ph.D.

 $ $ $ 
*
Mses. Fanucci and Schulman and Mr. McGuire transitioned off of the Ironwood board of directors and joined the Cyclerion board of directors on April 1, 2019, in connection with the Separation. Dr. Williams transitioned off of the Ironwood board of directors on April 1, 2019 in connection with the Separation.

(1)
On April 1, 2019, in connection with their election to our board of directors, each of Mses. Kessler and Moukheibir, Dr. Currie and Mr. Duane received a restricted stock grant in the amount of 2,995 shares of our Class A common stock, which vested in full on the day before the date of our 2019 annual meeting of stockholders. The number of shares subject to such restricted stock grant was determined by prorating the restricted stock grant of 16,223 shares of our Class A common stock awarded to the board of directors in connection with our 2018 annual meeting of stockholders by the number of days served on our board of directors between April 1, 2019, the date Mses. Kessler and Moukheibir, Dr. Currie and Mr. Duane joined our board of directors, and the date of our 2019 annual meeting of stockholders. Each such award of restricted stock had a grant date fair value of $14.02 per share and was granted pursuant to the terms of our 2014 Director Compensation Plan and our 2010 Plan.


On May 29, 2019, each non-employee member of our board of directors who was serving on such date received a restricted stock grant in the amount of 22,706 shares of our Class A common stock for service on our board of directors from the date of our 2019 annual meeting of stockholders to the date of our 2020 annual meeting of stockholders, which shares will vest in full on the date immediately preceding the date of our 2020 annual meeting of stockholders. The number of shares subject to the restricted stock grant was determined by dividing (i) $250,000 by (ii) the average closing price of our Class A common stock on the Nasdaq Global Select Market for the six months preceding the month of the 2019 annual meeting of stockholders (which price was adjusted for the impact of the Separation). Each such award of restricted stock had a grant date fair value of $10.46 per share and was granted pursuant to the terms of our 2019 Director Compensation Policy and our 2010 Plan. As of December 31, 2019, each non-employee director held 22,706 restricted shares of Class A common stock as a result of this grant and held no other unvested equity awards.



Amounts in the table represent the fair value of these restricted stock grants on the date of grant calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,Compensation—Stock Compensation. For a discussion of the assumptions used in the valuation of awards made in 2019, see Note 15 to our consolidated financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K that we filed with the SEC on February 13, 2020. All values reported exclude the effects of potential forfeitures.

(2)
Mr. Dreyfus received this compensation for his service on our board of directors and as chair of the compensation and HR committee from April 1, 2019 through December 31, 2019. Mr. Dreyfus elected to receive this compensation in unrestricted shares of our Class A common stock. Mr. Dreyfus received a total of 4,529 shares of our Class A common stock for such service in 2019.

(3)
Mr. Duane received this compensation for his service on our board of directors and as a member of our governance and nominating and compensation and HR committees from April 1, 2019 through December 31, 2019.

(4)
Ms. Fanucci received this compensation for her service as chair of our audit committee from January 1, 2019 through March 31, 2019.

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GRAPHICProposal No. 1
(5)
Ms. Kessler received this compensation for her service on our board Election
of directors and as a member of our compensation and HR committee from April 1, 2019 through December 31, 2019.

(6)
Mr. McGuire received this compensation for his service as chair of our board of directors from January 1, 2019 through March 31, 2019. Mr. McGuire elected to receive this compensation in unrestricted shares of our Class A common stock. Mr. McGuire received a total of 183 shares of our Class A common stock for such service in 2019.

(7)
Ms. McHugh received this compensation for her service as chair of our governance and nominating committee from January 1, 2019 through March 31, 2019, and for her service as chair of our board of directors and service on our audit and compensation and HR committees from April 1, 2019 through December 31, 2019.

(8)
Ms. Moukheibir received this compensation for her service on our board of directors and as chair of our audit committee from April 1, 2019 through December 31, 2019.

(9)
Dr. Olanoff received this compensation for his service on our board of directors and as chair of our governance and nominating committee from April 1, 2019 through December 31, 2019.

(10)
Mr. Owens received this compensation for his service as chair of our compensation and HR committee from January 1, 2019 through March 31, 2019, and for his service on our audit committee from April 1, 2019 through December 31, 2019.

(11)
Ms. Schulman received this compensation for her service as chair of our capital allocation committee from January 1, 2019 through March 31, 2019. Ms. Schulman elected to receive this compensation in unrestricted shares of our Class A common stock. Ms. Schulman received a total of 183 shares of our Class A common stock for such service in 2019.

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On April 1, 2019, each of the non-employee directors who was on our board of directors prior to the date of the Separation held 4,056 unvested shares of our Class A common stock, which represented 25% of the annual restricted stock award of 16,223 shares of our Class A common stock granted on the date of our 2018 annual meeting of stockholders. In connection with the Separation, on April 1, 2019, each such director received a dividend of 405 shares of unrestricted shares of Cyclerion common stock, which amount was determined according to a fixed ratio of one share of Cyclerion common stock for every 10 shares of unvested Ironwood Class A common stock. In addition to receiving 405 shares of Cyclerion common stock, the Separation had the following impact on unvested restricted stock held by directors at the time of the Separation:

Directors



Directors
Ironwood
Cyclerion
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Directors who remained on Ironwood's board of directors following the Separation (Ms. McHugh, Messrs. Dreyfus and Owens and Dr. Olanoff)Retained the 4,056 shares of Ironwood Class A common stock that were unvested as of April 1, 2019, which shares vested in full on the date of our 2019 annual meeting of stockholders
OUR BOARD RECOMMENDS
THAT YOU VOTE FOR
EACH OF THE DIRECTORS
UP FOR ELECTION
Directors who transitioned to Cyclerion's board of directors in connection with the Separation (Mses. Fanucci and Schulman and Mr. McGuire)Forfeited the 4,056 shares of Ironwood Class A common stock shares that were unvested as of April 1, 2019Received 3,279 shares of unvested Cyclerion common stock, which were granted on substantially the same terms and vesting conditions as were applicable to the 4,056 forfeited shares of Ironwood Class A common stock(1)
Director who transitioned off of Ironwood's board of directors and did not join Cyclerion's Board of Directors (Dr. Williams)Forfeited 4,056 Ironwood shares that were unvested as of April 1, 2019

(1)  The 3,279 shares of unvested Cyclerion common stock granted in connection with the Separation were calculated by dividing (i) $13.45 (the volume-weighted average price of Ironwood's Class A common stock for the 10 days preceding the Separation) by (ii) $14.81 (the purchase price of Cyclerion common stock as of the date of the Separation), then multiplying the quotient by (iii) 4,056 shares.

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Furthermore, the directors who joined Ironwood's board of directors in connection with the Separation (Mses. Kessler and Moukheibir, Dr. Currie and Mr. Duane) also received 405 shares of Cyclerion common stock in addition to the award of 2,995 shares of restricted Ironwood Class A common stock granted on April 1, 2019 in connection with joining our board of directors. Further information on the impact of the Separation on directors' equity is available elsewhere in this proxy statement under the captionCompensation Discussion and Analysis—Equity Impact of the Separation.

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Proposal No. 1
Proposal No. 1

Our board of directors has nominated eachnine of our eleven current Class I directors—Dr.directors — Drs. Currie and Denner, Messrs. Dreyfus, Duane, McCourt and Mallon—Shepard and Mses. Kessler, McHugh and Moukheibir — for election at the 20202022 annual meeting.meeting of stockholders. Dr. Olanoff and Mr. Owens have not been nominated for election at the 2022 annual meeting of stockholders. Each of Dr.Drs. Currie and Denner, Messrs. Dreyfus, Duane, McCourt and MallonShepard and Mses. Kessler, McHugh and Moukheibir has indicated his or her willingness to serve if elected and has consented to be named in the proxy statement. Should any nominee become unavailable for election at the annual meeting, the persons named on the enclosed proxy card as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by our board of directors.

Vote Required

The threeelection of the board of director nominees forwill be determined by a plurality of the votes cast, meaning that board of director nominees with the highestgreatest number of affirmative votes cast for election, even if less than a majority, will be elected as directors to serve for one year and until their successors arehis or her successor is duly elected and qualified or until their death, resignation or removal. Because there is no minimum vote required, abstentions and broker non-votes will not affect the outcome of this proposal.

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Our Executives


Who We Are

The following table sets forth certain information, as of April 21, 2020,2022, with respect to each of our executive officers, other than Mr. Mallon,McCourt, whose biographical information is included elsewhere in this proxy statement under the captionOur Board of Directors:

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Name

AgePosition(s)
AgePosition(s)

Gina Consylman, CPA

Sravan Emany4844Senior Vice President, Chief Financial Officer

Conor Kilroy

John Minardo3846Senior Vice President, General CounselChief Legal Officer and Secretary

Thomas A. McCourt

Jason Rickard6250President

Jason Rickard

49Senior Vice President, Chief Operating Officer

Michael Shetzline, M.D., Ph.D.

6163Senior Vice President, Chief Medical Officer Senior Vice President and Head of Research and Drug Development
​ ​ 





GINA
CONSYLMAN, CPA

SRAVAN EMANY
Senior Vice President, Chief Financial Officer of Ironwood
Pharmaceuticals, Inc.

Age: 48

44

Joined Ironwood 2014

2021

Ms. Consylman

Mr. Emany has served as our senior vice president, chief financial officer since November 2017. Ms. Consylman previously served as our interim chief financial officer from September 2017 to November 2017, and as our vice president of finance and chief accounting officer from August 2015 to November 2017. She also previously served as our vice president, corporate controller and chief accounting officer from June 2014 to July 2015.December 2021.

Prior to joining Ironwood, Ms. Consylman served as vice president, corporate controller and principal accounting officer of Analogic Corporation, or Analogic, (which was acquired by funds affiliated with Altaris Capital Partners, LLC) from February 2012 to June 2014, where she oversaw Analogic's global accounting team.

Prior to joining Analogic, Ms. Consylman served in various finance roles at Biogen Inc., or Biogen, from November 2009 to February 2012, culminating in her service as senior director, corporate accounting where she was responsible for the accounting teams for the corporate and U.S. commercial business units.

Before joining Biogen, Ms. Consylman also served as corporate controller at Varian Semiconductor Equipment Associates, Inc. (subsequently acquired by Applied Materials, Inc.)

Ms. Consylman currently serves on the board of directors, including as chair of the audit committee, of Verastem, Inc. Ms. Consylman, a Certified Public Accountant, began her career in public accounting at Ernst & Young LLP. She holds a B.S. in accounting from Johnson & Wales University and a M.S. in taxation from Bentley University.

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CONOR KILROY

Senior Vice President, General Counsel of Ironwood Pharmaceuticals, Inc.

Age: 38

Joined Ironwood 2013

Mr. Kilroy has served as our senior vice president since April 2020 and general counsel since April 2019. Prior to becoming senior vice president and general counsel, Mr. Kilroy served as senior director, assistant general counsel from June 2016 to April 2019, director, senior corporate counsel from June 2014 to June 2016 and as associate director, corporate counsel from June 2013 to June 2014.

Before joining Ironwood, Mr. Kilroy was corporate counsel, securities, at Boston Scientific Corporation from 2012 to 2013 and was an associate at Goodwin Procter LLP from 2007 to 2011.

Mr. Kilroy holds a B.A. from Brandeis University and a J.D. from Boston College Law School.





THOMAS A. McCOURT

President of Ironwood Pharmaceuticals, Inc.

Age: 62

Joined Ironwood 2009

Mr. McCourt has served as our president since April 2019 and, prior to April 2019, had served as our senior vice president of marketing and sales and chief commercial officer since joining Ironwood in 2009.

Prior to joining Ironwood, Mr. McCourt led the U.S. brand team for denosumab at Amgen Inc.Emany served as corporate vice president, commercial excellence and chief strategy officer of Integra LifeSciences Holdings Corporation, a publicly held global healthcare company, since March 2020 and as vice president of strategy, treasury and investor relations from April 2008February 2018 to August 2009.March 2020. Prior to that, Mr. McCourtEmany served in various mergers and acquisitions investment banking roles in Bank of America and BofA Securities (formerly Bank of America Merrill Lynch) from September 2008 to February 2018, culminating in his service as managing director in the mergers and acquisitions group where he led numerous mergers and acquisitions in the healthcare sector. Mr. Emany also served in various other financial roles, including with Goldman Sachs Group and Morgan Stanley.


Mr. Emany holds a B.A. in international relations from The Johns Hopkins University and an M.A. in international relations and international economics from The Johns Hopkins School of Advanced International Studies.
JOHN MINARDO
Senior Vice President, Chief
Legal Officer and Secretary of Ironwood Pharmaceuticals, Inc.
Age: 46
Joined Ironwood 2021

Mr. Minardo has served as our chief legal officer since August 2021.

Prior to joining Ironwood, Mr. Minardo was with Seqirus, a pharmaceutical company, where he was vice president, general counsel and a member of the Seqirus executive leadership team, leading a global legal team overseeing activities including business transactions, regulatory matters, corporate governance, compliance and intellectual property from November 2015 to July 2021. Prior to Seqirus, Mr. Minardo was with Novartis AGin increasing roles of responsibility from 2001October 2007 to 2008, where he directed the launch and growth of ZELNORM™ for the treatment of patients with IBS-C and CIC and held a number of senior commercial roles, includingNovember 2015, ultimately serving as vice president, of strategic marketinggeneral counsel and operations.

chief compliance officer at Novartis Influenza Vaccines. Mr. McCourt was also part of the founding teamMinardo started his legal career as a litigator at Astra Merck Inc., leading the development of the medical affairsKaye Scholer LLP.


Mr. Minardo holds a B.A. from Boston College and science liaison group and then serving as brand manager for PRILOSEC® and NEXIUM®.

Mr. McCourt serves on the board of directors, including on the audit and compensation committees, of Acceleron Pharma Inc. and has a degree in pharmacyJ.D. from the University of Wisconsin.

Brooklyn Law School.


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JASON RICKARD

Senior Vice President, Chief
Operating Officer of Ironwood
Pharmaceuticals, Inc.

Age: 49

50

Joined Ironwood 2012


Mr. Rickard has served as our chief operating officer since April 2020. Mr. Rickard was also designated by our board of directors as our principal financial officer from July 2021 to December 2021. Prior to his appointment as the company'scompany’s senior vice president, chief operating officer, Mr. Rickard had been the company'scompany’s senior vice president, operations since July 2018, in which Mr. Rickard most recentlycapacity he led the company'scompany’s manufacturing, pharmaceutical development, quality, human resources, information technology and facilities functions. Before becoming senior vice president, operations, Mr. Rickard served as the company'scompany’s vice president global operations and information technology from July 2015 to July 2018; vice president global operations from March 2014 to July 2015; vice president commercial manufacturing supply chain from June 2013 to March 2014; and head of supply chain from January 2012 to June 2013.


Prior to joining Ironwood, Mr. Rickard was with Genentech, Inc. from 2000 to 2012 in roles of increasing responsibility in manufacturing and supply chain. Mr. Rickard began his career as a mechanical engineer at AMOT Controls Corporation.


Mr. Rickard holds an M.S. from California State University—University — Sacramento and a B.S. from California State University—University — Chico, both in mechanical engineering.





MICHAEL
SHETZLINE,
M.D., Ph.D.

Chief Medical Officer,

Senior Vice President, Chief Medical
Officer and Head of Research and Drug Development of Ironwood
Pharmaceuticals, Inc.

Age: 61

63

Joined Ironwood 2019


Dr. Shetzline has served as our chief medical officer, senior vice presidentand head of research and drug development since October 2021 and had served as chief medical officer, and head of drug development sincefrom January 2019.2019 to October 2021. Dr. Shetzline is a gastroenterologist and internist, with more than 25 years of experience in the biopharmaceutical industry and academia.


Before joining Ironwood, Dr. Shetzline was vice president and head of gastroenterology clinical sciences at Takeda Pharmaceuticals International Co., or Takeda, a global pharmaceutical company, where he led global clinical development for all GI assets from January 2015 to January 2019.


Prior to Dr. Shetzline'sShetzline’s role at Takeda, Dr. Shetzline served as vice president and global head of gastroenterology at Ferring International Pharmascience Center U.S., Inc., or Ferring, from September 2012 to January 2015, during which he led Ferring'sFerring’s clinical development programs in gastroenterology. Before that, Dr. Shetzline was vice president and global program head crossing multiple therapeutic areas and head of translational medicine GI discovery at Novartis Pharmaceuticals AG from 2002 to 2012.


Dr. Shetzline also served as gastroenterology program director and assistant professor of medicine at Duke University Medical Center from 1997 to 2002. Dr. Shetzline has published over 40 full papers and book chapters and acted as a reviewer for a range of medicine journals.


Dr. Shetzline earned his M.D. and Ph.D. from The Ohio State University in physiology and medicine. Dr. Shetzline completed his internal medicine residency and fellowship in gastroenterology and served on the faculty as a National Institutes of Health supported physician scientist at Duke University Medical Center.


Dr. Shetzline is a Fellow of the American College of Physicians, the American College of Gastroenterology, and the American Gastroenterological Association and certified by the American Board of Internal Medicine.


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Executive Compensation

Dear Ironwood stockholders,

2019 was a transformative year for Ironwood, underscored by the clear execution from the Ironwood team in driving forward our mission to advance treatment of GI diseases and redefine the standard of care for millions of GI patients. Ironwood is undeniably a very different company today than it was a little over a year ago.

In line with the changes in the company's focus, strategy and leadership team marked by the Separation, we took the opportunity in 2019 to refresh a number of the company's significant plans and policies. At our 2019 annual meeting of stockholders, our stockholders approved our 2019 Equity Incentive Plan, which, among other features that we believe will advance the interests of our stockholders, did not continue the "evergreen" feature of our prior equity incentive plan and limited share recycling under the plan. Additionally, in early 2019, we adopted a clawback policy that provides that our board of directors may recover from our current and former executive offers certain incentive compensation under certain conditions upon a financial restatement. We also instituted formal stock ownership guidelines for directors to further align our director compensation program with the long-term performance of the company.

We also made several important changes to Ironwood's executive compensation program. As we discuss further below, we developed a competitive compensation package to recruit Mark Mallon, who became our CEO in connection with the Separation. We adopted a new executive compensation peer group that includes similarly sized commercial biopharmaceuticals peers (based on market capitalization, median revenue, number of employees, as well as other factors) to align to our post-Separation profile. In addition, for our 2020 executive equity compensation program, we decided to replace stock option grants with performance-based stock unit awards that are designed to further align executive pay with our performance, including stock price performance. We believe this important adjustment will motivate our executive team and further tie our executives' compensation to stockholder value.

As always, we are open to your feedback. Thank you for the privilege of serving as your compensation and HR committee chair.

Sincerely,

GRAPHIC

Andrew Dreyfus

Chair, Compensation and HR Committee

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Compensation Discussion and Analysis

Executive Summary

Executive Summary

In 2019 and 2020, ourOur executive compensation program has evolved alongfor 2021 remained aligned with the changesmarket practice and our corporate performance as we reconstituted our leadership team to build towards our business marked by the Separation.future success. Two key highlights for this year as described further below, were: (1) the transitionappointment of Mr. McCourt, who had been our president and interim chief executive officer in connection with the Separation,March 2021 and his subsequent appointment as permanent chief executive officer in June 2021, and (2) the introductionrebuilding of performance-based units, or PSUs, into our 2020 equity compensation program forexecutive team through the hiring of Mr. Minardo, our new chief legal officer, in August 2021 and Mr. Emany, our new chief financial officer, in December 2021.

1.
Chief Executive Officer Transition. In March 2021, our board of directors appointed Mr. McCourt as interim chief executive officer following the resignation of Mr. Mallon, our former chief executive officer. In June 2021, our board of directors appointed Mr. McCourt as permanent chief executive officer and elected him as a board member. In connection with Mr. McCourt’s appointment, he received an increase in base salary to commensurate with the salaries paid to chief executive officers in lieu of stock options.

our compensation peer group, as described below, and a one-time promotional equity grant. Additional information on Mr. McCourt’s compensation related to his initial appointment as interim chief executive officer and subsequent appointment as permanent chief executive officer is provided elsewhere in this proxy statement under the caption 1.
2021 Chief Executive Officer Transition.
2.
Leadership Team.In January 2019,2021, we rebuilt our boardexecutive leadership through the hiring of directors hired Mark Mallon to beMr. Minardo, our new chief executivelegal officer, or CEO, effective upon the Separation. Our previous CEOin August 2021 and founder, Peter Hecht, became the CEO of CyclerionMr. Emany, our new chief financial officer, in December 2021. In connection with the Separation. Compensation for Mr. Mallon in 2019 includes certaintheir appointments, each of Messrs. Minardo and Emany received one-time cash and equity awards granted to compensate him,them, in part, for outstanding equity heawards and cash bonuses they forfeited by leaving histheir previous employeremployers and therefore is not representative of our expectations for Mr. Mallon'stheir compensation on a go-forward basis. Additional information on Mr. Mallon'sMessrs. Minardo and Emany’s compensation is provided elsewhere in this proxy statement under the captions Chief Legal Officer Appointment and 2021 Chief Financial Officer Transition.
In addition, we implemented certain changes to our program during 2021 intending to be responsive to stockholder concerns to further align the interests of our executives with those of our stockholders, including the following:

modifying the terms of our executive severance agreements for new executive hires to reduce certain severance benefits in the event of an involuntary termination not in connection with a change of control (additional information provided elsewhere in this proxy statement under the caption2019 CEO Transition Compensation, below.

2.
Introduction of PSUs into 2020 Executive Equity Program
To further tie executive compensation to corporate performanceSeverance Agreements and stockholder value, in 2020, 50% of annual equity-based compensation awarded to our named executive officers wasBenefits in the formEvent of PSUs, witha Change of Control
);

amending our executive stock ownership guidelines so that the remaining 50%value of grantsvested in-the-money stock options no longer counts towards satisfying the ownership requirements (additional information provided elsewhere in this proxy statement under the form ofcaption Executive Officer Stock Ownership Guidelines); and

adopting relative total stockholder return, or rTSR, as the sole metric for our performance-based restricted stock units, or RSUs (based on the grant date fair value of equity awards, with PSU awards measured at target). PSUs replaced stock options(additional information provided elsewhere in our 2020 executive compensation program to further drive accountability to achieve key milestones and deliver stockholder returns. The PSUs awarded in March 2020 to our named executive officers may be earned based on corporate achievement in three categories: (1) completing clinical pipeline new drug application, or NDA, submissions to the U.S. FDA, (2) achieving target cumulative adjusted organic EBITDA, and (3) realizing specified levels of relative stockholder return, or rTSR. Additional information on our PSU program, including the PSU awards granted to our named executive officers in 2020, is providedthis proxy statement under the caption20202022 Annual Equity Awards).

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Stockholder Engagement and Shift to 50% Performance-Based Stock Units, below.

Say-On-Pay Vote Consideration

Stockholder Engagement and Say-On-Pay Vote Consideration

Feedback from stockholders is an essential part of our executive compensation decision-making processes.process. We value stockholders’ perspectives and have a regular process throughout the year to discuss a range of topics, including our strategy, operations, financial and business performance. Discussions with our stockholders assist us in setting goals and expectations for our performance and facilitate the identification of emerging issues that may affect our strategies, corporate governance, compensation practices, and other aspects of our operations. Our company engages with many of our largest stockholders on an annual basis.a frequent basis year-round. This includes investor conferences, investor events, and one-on-one discussions. We invite feedback on a wide variety of topics, including corporate strategy, capital allocation, governance, human capital management and executive compensation. In 2019,2021, senior management met with nearly allthe majority of Ironwood'sIronwood’s largest 20 stockholders, which represented over 90%approximately 80% of our outstanding shares as of December 31, 2019.

2021.

Our stockholders also have the opportunity to cast a non-binding advisory vote on named executive officer compensation, or a "say-on-pay"“say-on-pay” vote, every year. This allows our stockholders to provide us with regular, timely and direct input on our executive compensation philosophy, policies and practices. We believe this enables us to further align our compensation programs with our stockholders'stockholders’ interests and to enhance our ability to consider stockholder feedback as part of our annual compensation review process. We sought stockholder input on our executive compensation programsprogram through the say-on-pay vote at our 20192021 annual meeting of stockholders and approximately 87%99% of votes cast by our stockholders voted in support of our named executive officer compensation.

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Named Executive Officers: Goals and Accomplishments

Compensation Decisions for 2019 and 2020

Named Executive Officers for 20192021

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in theSummary Compensation Table, or our named executive officers. Provided below are material factors we believe are relevant to an analysis of these policies and decisions. Our named executive officers for 2019, which include executives who served the company prior to the Separation,2021 were:

Ironwood executive officers:


Mark Mallon,Thomas McCourt, chief executive officer;officer

Gina Consylman, chief financial officer and senior vice president;(1);


Thomas A. McCourt, president; and

Halley E. Gilbert, former chief administrative officer andSravan Emany, senior vice president, corporate development.

Ironwood executive officers prior to the Separation:


Peter M. Hecht,John Minardo, senior vice president, chief legal officer and secretary(3);

Jason Rickard, senior vice president, chief operating officer(2);

Michael Shetzline, M.D., Ph.D., senior vice president, chief medical officer and head of research and drug development;

Mark Mallon, former chief executive officer;officer(1); and


Mark G. Currie, Ph.D.,
Gina Consylman, former senior vice president, chief scientificfinancial officer and president of research and development.

Ms. Gilbert(2).

(1)
Effective March 12, 2021, Mr. Mallon resigned from herhis position with Ironwood effective February 28, 2020. Additional information is provided under the captionPost-Employment Arrangements elsewhere in this proxy statement. Drs. Hecht and Currie each resigned from their respective positions with Ironwood in connection with the Separation in April 2019. Dr. Hecht is no longer an officer or director of Ironwood. Dr. Currie joinedas our board of directors in April 2019. Additional information is provided under the captionCompensation of Named Executive Officers Who Transitioned to Cyclerion, elsewhere in this proxy statement.

2019 CEO Transition Compensation

Mr. Mallon joined the company as a senior advisor to the board of directors on January 4, 2019 and was named chief executive officer of Ironwood on April 1, 2019and Mr. McCourt became our interim chief executive officer, in connection with the completion of the Separation. In orderaddition to compensate him, in part, for outstanding equity he forfeited by leaving his previous employer and to align his interests with stockholders,continued service as our president. Mr. Mallon's 2019 compensation includes certain one-time cash and equity awards.McCourt became our permanent chief executive officer effective June 2, 2021. For this reason, the total compensation that Mr. Mallon received in 2019 is higher than the total compensation that we expect Mr. Mallon will receive on a go-forward basis.

The terms of Mr. Mallon's offer letter provide for the following:

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For a description of the impact of the Separation on the number of stock options and RSUs, and the exercise price of stock options, awarded to Mr. Mallon in January 2019 in connection with the commencement of his employment with Ironwood, please seeEquity Impact of the Separation and the footnotes to theGrants of Plan-Based Awards table elsewhere in this proxy statement.

Per his offer letter, upon becoming CEO on April 1, 2019, Mr. Mallon received an additional option to purchase 423,049 shares of our Class A common stock and an additional grant of 206,873 RSUs. As with his initial equity grant, 25% of the options vested on the first anniversary of his start date, with 1/48th of the options vesting each month thereafter for the next 36 months, and the RSUs vest as to 25% of the RSUs on the approximate first four anniversaries of the date of grant. This grant was made on April 1, 2019, the effective date of the Separation. In addition, the company has entered into an indemnification agreement and an executive severance agreement with Mr. Mallon, the terms of each of which are consistent with the forms of indemnification agreement and executive severance arrangements described elsewhere in this proxy statement. Additionalmore information on the factors considered in determining Mr. Mallon's initial compensation package is available under the captionour chief executive officer transition, please see Role of the Compensation and Human Resources Committee2021 Chief Executive Officer Transition elsewhere in this proxy statement.

The following table presents a summary of the payments made, and value of awards granted, to

(2)
Effective July 2, 2021, Ms. Consylman resigned from her position as our senior vice president, chief financial officer. Following Ms. Consylman’s resignation, Mr. Mallon as part of his initial compensation package:

  New Hire Package
(effective January 4, 2019)
  CEO Compensation
(effective April 1, 2019)
 

Base Salary

 $750,000                (1)

Sign-on Bonus

 $880,000   

Restricted Stock Units(2)

 $1,146,204(4)$2,546,607(4)

Stock Options(3)

 $999,516(4)$2,804,815(4)

Total

 $3,775,720 $5,351,422 

(1)  Mr. Mallon's base salary did not change when he became CEO in April 2019 in connection with the Separation.

(2)  Mr. Mallon's RSUs vest over four years as to 25% of the RSUs on each approximate anniversary of the grant date.

(3)  Mr. Mallon's stock options vest as to 25% of the options on the first anniversary of the vesting commencement date and 1/48th of the options each month thereafter for the next 36 months.

(4)  Reflects the fair value of time-based RSU and stock option awards on the date of grant calculated in accordance with Financial Accounting Standards Board issued Accounting Standards Codification Topic 718,Compensation—Stock Compensation. For a discussion of the assumptions used in the valuation of awards made in 2019, including these awards to Mr. Mallon, see Note 15 toRickard, our consolidated financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K that we filed with the SEC on February 13, 2020. All values reported exclude the effects of potential forfeitures.

Mr. Mallonsenior vice president, chief operating officer, was not eligible to receive an annual equity award in fiscal year 2019 and instead received initial equity grants in early 2019 as described above.

For information on the cash bonus award paid to Mr. Mallon in 2020 for 2019 performance, as well as Mr. Mallon's base salary increase in 2020 and equity awards granted to Mr. Mallon in 2020, seeNEO Compensation Program, below.

NEO Compensation Program

As in prior years, the three primary elements of our executive compensation program are base salary, cash bonus and long-term equity incentive compensation. Unless the context suggests otherwise, "named executive officers" as used in this section refers to our named executive officers who remained at Ironwood through 2019.

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Goals and Accomplishments

In 2019, allocations of cash and equity awards to our named executive officers were, in large part, dependent upon our meeting certain weighted corporate performance goals. We work thoughtfully with our compensation and HR committee and other members ofdesignated by our board of directors to establish what we believe are challengingas our principal financial officer until December 6, 2021. Mr. Emany was appointed as our senior vice president, chief financial officer and principal financial officer effective December 6, 2021. For more information on our chief financial officer transition, please see 2021 Chief Financial Officer Transition elsewhere in this proxy statement.

(3)
Mr. Minardo was appointed as our senior vice president, chief legal officer, effective August 2, 2021. For more information on this appointment, please see Chief Legal Officer Appointment elsewhere in this proxy statement.

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Goals and Accomplishments
In January 2021, our board, with input from senior management, established corporate performance goals thatfor 2021, the achievement of which would further the accomplishment of our short- and long-term business plan. These goals included maximizing LINZESS net sales growth as well as the attainment of certain financial targets, in each case, based on the Company’s board-approved operating plan for 2021. In early 2019,February 2021, our compensation and HR committee approved the relative weighting of our corporate performance goals for 2019. 2021.
Our current named executive officers (other than our CEO)(except Mr. Emany) were evaluated based on the level of achievement of the 20192021 corporate goals and additionaltheir achievements against their 2021 individual goals that contributed toward, and related directly to, the accomplishment of the 2019 corporate goals. The compensation and HR committee assessed Mr. Mallon's performance based on the full set of corporate goals. Performance measured against the 20192021 corporate and individual goals (as applicable) was used, in part, in determining compensationsalary adjustments and cash bonus awards and adjustments for our named executive officers in early 2020.

The 20192022.

As described in more detail elsewhere in this proxy statement under Compensation Determination Process, beginning in 2021, our board became responsible for assessing the Company’s performance against its pre-determined corporate goals, and the level of achievement against these goals, as determined by our compensation and HR committee, was as follows:

Corporate
Goal
 Stockholder
Impact
 Achievements  Target
Percentage
(%)
  Actual Level of
Achievement
(%)
 
Grow the value of our IBS/constipation franchise Grows the revenue base 

Delivered target U.S. LINZESS net sales with compliance excellence

Obtained top-line Phase III abdominal symptom data and executed a compliant marketing plan to achieve 2019 volume targets

  40% 51%
Create value from our innovative pipeline Advances future business growth and profitability 

Advanced enrollment in Phase III pivotal studies in rGERD, including enrollment of patients with erosive esophagitis

Initiated MD-7246 Phase II study of abdominal pain associated with IBS-D and completed study enrollment well in advance of goals

  30% 22%
Strengthen our financial profile Transitions to cash generation 

Delivered target adjusted EBITDA from continuing operations*

Raised a total of $400 million in convertible notes due 2024 and 2026, and used proceeds to pay for associated capped call transactions, redeem all the outstanding principal balance of our 8.375% notes due 2026, and repurchase $215 million aggregate principal amount of our convertible notes due 2022

  15% 15%
Achieve value-creating corporate milestones Supports potential for long-term growth and profitability 

Successfully executed the Separation

Entered into commercial partnerships in 2019 with Allergan to continue to promote Allergan's VIBERZI® and with Alnylam for Alnylam's GIVLAARI™

  15% 18%
    Totals  100% 106%
  Stretch Goals for Additional Potential Achievement  50% 24%
    TOTALS  150% 130%

* Adjusted EBITDA from continuing operations was calculated by subtracting net interest expense, taxes, depreciation, amortization, fair value of remeasurement of contingent consideration, mark-to-market adjustments on derivatives related to Ironwood's 2.25% convertible notes duegoals. In January 2022, impairment of intangibles, restructuring expenses, separation expenses, and loss on extinguishment of debt from GAAP net income (loss) from continuing operations.

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In addition to the above corporate goals, the company achieved certain stretch goals in 2019, including higher LINZESS brand profitability compared to target and outperformance relative to adjusted EBITDA from continuing operations expectations. As a result,our compensation and HR committeeboard determined that the 20192021 company performance achievement multiplier, which was used as a key consideration in determining executive compensation awarded for 20192021 performance, was 130%117%.


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The level of achievement against our 2021 corporate performance goals, as determined by our board in early 2022, was as follows:
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Performance Targets (Weights)
Company Goal
Not
Achieved
Partially
Achieved
Target
Over
Achieved
Results
MAXIMIZE LINZESS
LINZESS U.S. Net Sales$<932M$933M$957M$>980M$1,005.9M(1)
(0%)(3%)(15%)(20%)(20%)
Obtain U.S. FDA approval of modified LINZESS labeling to reflect pediatric clinical safety data
Specific goals are not disclosed for
competitive reasons
Target(2)
(0%)(3%)(5%)(7%)(5%)
Gain partner alignment and advance LCM opportunity into
mid- / late-stage clinical development
Specific goals are not disclosed for
competitive reasons
Target(3)
(0%)(5%)(10%)(15%)(10%)
BUILD INNOVATIVE PIPELINE
Secure 1 GI asset aligned with prioritized criteria
Specific goals are not disclosed for
competitive reasons
Target(4)
(0%)(13%)(17%)(24%)(17%)
Submit IND for IW-3300 in IC / BPS and on track to initiate Phase 1 study in the first quarter of 2022
Specific goals are not disclosed for
competitive reasons
Target(5)
(0%)(5%)(8%)(11%)(8%)
STRENGTHEN FINANCIAL PROFILE
Revenue$<368M$368M$380M
$395M
$413.8M(6)
(0%)(1%)(5%)(10%)(10%)
Adjusted EBITDA from organic business (excluding the impact of any corporate development transactions)$<181M$181M$200M
$223M
$233.7M(7)
(0%)(3%)(15%)(20%)(20%)
CREATE GREAT PLACE TO WORK
Achieve at least 7 out of 10 objectives on the corporate EDI scorecard
5/10
6/107/1010/107/10(8)
(0%)(3%)(5%)(7%)(5%)
Increase understanding of and confidence in Ironwood’s strategy and culture, measured by >70% positive response rate on annual employee engagement survey
60%
>60%70%
80%
61%(9)
(0%)(2%)(3%)(5%)(2%)
STRENGTHEN GI CAPABILITIES
Strengthen virtual detailing capabilitySpecific goals are not disclosed for competitive reasons
Not
Achieved(10)
(0%)(2%)(3%)(5%)(0%)
Leverage telehealth to increase conversion of monthly LINZESS.com visitors to completed telemedicine visitsSpecific goals are not disclosed for competitive reasons
Not
Achieved(11)
(0%)(3%)(4%)(6%)(0%)
TOTAL117%
Notes to 2021 Company Performance Targets and Results Table
(1)
Goal exceeded. LINZESS U.S. net sales were $1,005.9 million for the year ended December 31, 2021. LINZESS U.S. net sales are reported by our U.S. partner, AbbVie.

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(2)
Goal achieved. In August 2021, the U.S. FDA approved a revised label for LINZESS based on clinical safety data that had been generated thus far in pediatric studies. The updated label modified the boxed warning for risk of serious dehydration and contraindication against use in children to those less than two years of age. The boxed warning and contraindication previously applied to all children less than 18 years of age and less than 6 years of age, respectively. The safety and effectiveness of LINZESS in patients less than 18 years of age have not been established. Specific target thresholds are not disclosed for competitive reasons.
(3)
Goal achieved. Specific details and target thresholds are not disclosed for competitive reasons.
(4)
Goal achieved. In November 2021, we entered into a collaboration and license option agreement with COUR Pharmaceutical Development Company, Inc., that grants us an option to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104 for the treatment of PBC. Specific target thresholds are not disclosed for competitive reasons.
(5)
Goal achieved. In December 2021, the U.S. FDA accepted our Investigational New Drug Application for IW-3300, and the Phase I clinical program commenced in the first quarter of 2022 to evaluate the safety and tolerability of IW-3300 in healthy volunteers. Specific target thresholds are not disclosed for competitive reasons.
(6)
Goal exceeded. Our total revenues were $413.8 million for the year ended December 31, 2021.
(7)
Goal exceeded. Our adjusted EBITDA was $233.7 million for the year ended December 31, 2021. Adjusted EBITDA is calculated by subtracting mark-to-market adjustments on derivatives related to Ironwood’s 2.25% convertible notes due 2022, restructuring expenses, net interest expense, income taxes, depreciation and amortization from GAAP net income. When excluding the impact of corporate development activity in 2021, consisting of $19.5 million of expense related to the collaboration and license option agreement with COUR, our adjusted EBITDA from our organic business was $253.2M.
(8)
Goal achieved. Over the course of the year, we succeeded in attaining our corporate target of achieving 7 out of 10 pre-determined EDI objectives.
(9)
Goal was partially achieved. The overall engagement score in our annual employee engagement survey was 61%, which falls within partially achieved range.
(10)
Goal was not achieved. Due to our sales representatives achieving physician access near pre-pandemic levels in 2021, we determined not to pursue this goal. Specific target thresholds are not disclosed for competitive reasons.
(11)
Goal was not achieved. Specific details and target thresholds are not disclosed for competitive reasons.
In support of the 20192021 corporate goals identified above, our compensation and HR committee assigned ownership of a specific subset of individual goals tofor each of our named executive officers (except for Mr. Emany) as follows:

described below. Mr. Emany joined the company in December 2021 and therefore was not assigned individual goals for the year.
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Name
NameSummary of Individual Goals
Thomas McCourt

Lead the company through the chief executive officer, chief financial officer, and other talent transitions to re-establish a highly functional executive leadership team recruiting top talent to bolster our capabilities

Broaden and deepen business acumen and personal focus on corporate finance, board of directors and investor relations, corporate governance, and corporate development

Re-evaluate the company’s strategic opportunities and champion efforts where appropriate to drive corporate value

Ensure achievement of 2021 corporate goals established by the board of directors
Gina Consylman

Deliver target adjusted EBITDA from continuing operations

Execute on the Separation, including setting up two independent companies with separate financial systems

Strengthen our balance sheet and improve cost of capital

Improve our financial performance monitoring capabilities

Gain board approval of a refreshed strategic framework to drive future growth

John Minardo
Halley E. Gilbert

Execute on

Assess and appropriately align our legal capabilities, including assessing the Separation, including establishing transition services and executing development plan

Establish a commercial partnership that increases enterprise value

Maintaincapabilities of our culturelegal team, defining clear roles for corporate governance, contracts, SEC filings, intellectual property, employee matters, public disclosures, corporate compliance, promotional review, etc.


Guide our new head of compliance in establishing a comprehensive and sound compliance capability, enabling new promotion messaging, virtual promotion, telemedicine, revised speaker training, and people management

Provide high quality

Evaluate and reduce risk in our intellectual property advice, including relatingprogram and advise on and reduce risk in corporate development transactions

Lead effort to abbreviated new drug application litigation ongoing in 2019

ensure operational excellence of our linaclotide collaborations and provide legal support as needed

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NameSummary of Individual Goals
Thomas A. McCourt

Deliver target LINZESS net trade sales with compliance excellence

Strengthen LINZESS profile with release of Phase III abdominal symptom data

Refresh LINZESS life cycle management plan in partnership with Allergan

Advance enrollment of the Phase III clinical studies of IW-3718 in rGERD

Initiate MD-7246 Phase II abdominal pain study in IBS-D patients, positioning to deliver top-line data readout in 2020

Strengthen commercial and drug development capabilities through completion of a number of targeted program initiatives

Jason Rickard

Lead the organization’s response to the COVID-19 pandemic, including its impact on employee safety, our selling model, supplier and other financial risks, and our workplace

Develop and implement initiatives to sustain employee engagement and productivity, while accounting for remote and hybrid working models and challenging labor market conditions

Achieve functional objectives including specific pharmaceutical development, manufacturing science, and clinical supply deliverables associated with IW-3300; upgrade selected IT systems; and manage overall operational expenses

Support the company through the chief executive officer, chief financial officer, and other talent transitions to re-establish a highly functional executive leadership team; lead recruiting for senior executive roles and fill-in as needed to manage organization during transitions

Serve as the company’s cultural champion, including EDI initiatives, to ensure Ironwood continues to be a great place to work
Michael Shetzline,
M.D., Ph.D.

Lead the Drug Development team to successfully negotiate and secure with the U.S. FDA updated label that modifies the boxed warning and contraindication applied to all children less than 18 years of age and less than 6 years of age, respectively, if appropriate

Advance the pediatric life-cycle management for LINZESS, accelerate enrollment of functional constipation/IBS-C study, and gain alignment to include 145 mcg dose for the functional constipation study

Expand our GI pipeline by advancing IW-3300 and collaborating with our Corporate Development team to identify, evaluate and enter into an agreement to secure a new asset

Strengthen the Drug Development team and establish a team of world-class experts and trusted opinion leaders in gastroenterology

In early 2020,2022, Mr. MallonMcCourt evaluated the individual performance in 20192021 of each of the current named executive officers listed above(other than himself and Mr. Emany, who joined the company in December 2021), provided feedback and made recommendations to our compensation and HR committee. The compensation and HR committee then determined the current named executive officers'officers’ compensation, taking into account Ironwood'sIronwood’s level of achievement of its 2021 corporate goals as well asdetermined by our board; the fact that each named executive officer exceededstrongly met or far exceeded performance expectations for 2019.

2021, and peer group and other market data from the competitive assessment undertaken by our compensation and HR committee’s independent compensation consultant, Aon, as discussed below.

Additional information on the basis for compensation decisions in 2019about 2021 compensation relating to our named executive officers is available throughout this section and elsewhere in this proxy statement under the captionsRole of the Compensation and Human ResourcesHR Committee andRole of the Compensation Consultant: Benchmarking and Peer Group Analysis.

Compensation Decisions for 2021
Named Executive Officer Compensation Program
As in prior years, the three primary elements of our executive compensation program for 2021 were base salary, cash bonus and long-term equity incentive compensation. Also included in 2021 were (i) increases to Mr. McCourt’s compensation in connection with his appointment as interim chief executive officer and subsequently permanent chief executive officer, including an increase in base salary and target bonus percentage and a promotional equity grant, (ii) new hire compensation packages for Messrs. Minardo and Emany, and (iii) retention cash bonus and retention RSU awards granted to Messrs. McCourt and Rickard, Ms. Consylman and Dr. Shetzline to support continuity of the executive team during the leadership transitions.

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2021 Base Salary

Base salaries are determined at an executive’s commencement of employment and are generally re-evaluated annually and adjusted, if warranted, to realign salaries with market levels or in connection with promotions or other changes in role and to reflect the performance of the named executive officer. In determining whether to adjust or recommend an adjustment to a named executive officer'sofficer’s base salary, our compensation and HR committee takes into consideration factors such as our corporate performance in prior years, general economic factors and compensation parity among our named executive officers, as well as the abilities, performance and experience of the named executive officer. Our compensation and HR committee also reviews our named executive officers'officers’ past compensation at the company and market data. In addition, our compensation and HR committee recommends, and our board approves, compensation determinations for our chief executive officer. Please seeRole of the Compensation and HR Committee and Role of the Compensation Consultant: Benchmarking and Peer Group Analysis for further information.

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In January 2019,February 2021, our compensation and HR committee reviewed and approved the following base salaries for 2019 for our named executive officers (other than Mr. Mallon, whose compensation was set when he commenced service with us, as described above): Ms. Consylman received a $65,000 increaseemployed at that time in 2021. These base salary from $415,000 to $480,000, Ms. Gilbert received a $20,000 increase in base salary from $460,000 to $480,000, and Mr. McCourt received a $20,000 increase from $465,000 to $485,000. The increase in base salary for Ms. Consylman, Ms. Gilbert and Mr. McCourt was based on our compensation and HR committee's determination that we achieved 100% of our corporate goals in 2018 and in recognition that each such named executive officer met or exceeded all or substantially all of his or her respective individual goals for 2018. This determination alsodeterminations took into account market data and peer group and other market datacompensation levels for the comparable executive roles from the Pearl MeyerAon competitive assessment discussed below. In addition, the increase in base salary for Ms. Consylman in 2019 also includes adjustments to better align her base salary with the external marketbelow, experience and her internal peers. In May 2019, Mr. McCourt received a $35,000 increase in base salary from $485,000 to $520,000 in connection with his promotion to president, which increase was effective ascontribution potential of April 1, 2019.

In January 2020, our compensationeach executive officer and HR committee reviewed and approved the following base salaries for 2020: Mr. Mallon received a $22,500 increase in base salary from $750,000 to $772,500, Ms. Consylman received a $14,400 increase in base salary from $480,000 to $494,400, and Mr. McCourt received a $36,400 increase from $520,000 to $556,400.general economic factors. The compensation and HR committee did not recommend, and the board did not increase, Ms. Gilbert'sMr. Mallon’s base salary in 2021 because Ms. GilbertMr. Mallon had provided notice of herhis intent to resign from the company at the time salary determinations for 2021 were made.

In March 2021, the compensation and HR committee recommended, and our board approved, a further increase to Mr. McCourt’s 2021 base salary from $573,200 to $775,000 in Februaryconnection with Mr. McCourt being named the company’s interim chief executive officer and president. In June 2021, the board appointed Mr. McCourt as Ironwood’s permanent chief executive officer, and delegated authority to the compensation and HR committee to approve Mr. McCourt’s initial compensation as permanent chief executive officer. The compensation and HR committee determined that his 2021 base salary should remain at $775,000. In June 2021, the compensation and HR committee also approved an additional increase to Mr. Rickard’s 2021 base salary from $484,200 to $500,000 in recognition of the additional workload Mr. Rickard would be assuming in connection with the transition of the company’s chief financial officer role. In approving Messrs. McCourt and Rickard’s respective base salaries, our compensation and HR committee considered a number of factors, including each of Messrs. McCourt and Rickard’s backgrounds, the increase in responsibility and scope of their respective roles, the compensation paid to executives in similar positions at our peer group companies and other benchmark data, and executive compensation parity within Ironwood, as well as input from Aon. Information on Messrs. McCourt and Rickard’s base salary changes is available elsewhere in this proxy statement under the captions 2021 Chief Executive Officer Transition and 2021 Chief Financial Officer Transition.
In August 2021 and December 2021, Messrs. Minardo and Emany were appointed as senior vice president, chief legal officer and senior vice president, chief financial officer, respectively. The compensation and HR committee approved Messrs. Minardo and Emany’s 2021 base salaries of $475,000 and $500,000, respectively. In approving Messrs. Minardo and Emany’s respective base salaries, our compensation and HR committee considered a number of factors, including each of Messrs. Minardo and Emany’s backgrounds, the compensation paid to executives in similar positions at our peer group companies and other benchmark data, and executive compensation parity within Ironwood, as well as input from Aon. Information on Messrs. Minardo and Emany’s respective initial compensation packages is available elsewhere in this proxy statement under the captions Chief Legal Officer Appointment and 2021 Chief Financial Officer Transition.

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Base salary information for 2021 compared to base salary information for 2020 for our named executive officers, as applicable, is as follows:
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Named Executive Officer
2020
Base Salary
2021
Base Salary
Increase ($)Increase (%)
Thomas McCourt$556,400$775,000(1)$218,60039.3%
Sravan Emany(2)$500,000
John Minardo(2)$475,000
Jason Rickard$456,750$500,000(3)$43,2509.5%
Michael Shetzline, M.D., Ph.D.$448,050$484,000$35,9508.0%
Mark Mallon$772,500$772,500(4)$00%
Gina Consylman$494,400$509,400$15,0003.0%
(1)
In connection with Mr. McCourt being named the company’s interim chief executive officer and president, in March 2021, the compensation and HR committee recommended, and our board approved, an increase to Mr. McCourt’s 2021 initial base salary from $573,200 to $775,000 during the chief executive officer transition period. In June 2021, the board appointed Mr. McCourt as Ironwood’s permanent chief executive officer, and the compensation and HR committee determined that his 2021 base salary should remain at $775,000. Information on Mr. McCourt’s salary for his service as our interim and subsequently as our permanent chief executive officer is available elsewhere in this proxy statement under the caption 2021 Chief Executive Officer Transition.
(2)
2020 Base Salary is not applicable for Messrs. Emany and Minardo as they were not employed by the company in 2020.

(3)
In June 2021, the compensation and HR committee approved an additional increase to Mr. Rickard’s 2021 base salary from $484,200 to $500,000 in recognition of the additional workload Mr. Rickard would be assuming in connection with the transition of the company’s chief financial officer role.
(4)
The compensation and HR committee did not recommend, and the board did not increase Mr. Mallon’s base salary in 2021 because Mr. Mallon had provided notice of his intent to resign from the company at the time base salary determinations for 2021 were made.
Annual Cash BonusIncentive Program for 2021 Performance

Our annual cash incentive program, or cash bonus programaward, is designed to reward the achievement of our annual corporate goals and individual goals. The program is also intended to foster and support our performance-driven culture by setting clear, high-value goals, rewarding outstanding performers and making sure our employees know clearly that we value their contributions. Each cashtarget bonus award, expressed as a percentage of an executive’s base salary, is madedetermined annually and is based on the extent to which we achieved our corporate goals for the preceding year, as well as the executive'sexecutive’s individual performance in that year against his or her individual goals. In 2019,2021, Mr. Mallon'sMcCourt’s target bonus percentage was 75% of his base salary, Mr. McCourt's target bonus wasinitially 60% of his base salary and Mses. Consylmanwas later increased in March 2021 to 75% of his base salary in connection with his appointments as interim chief executive officer and Gilbert'ssubsequently as permanent chief executive officer, Mr. Minardo’s target bonus percentage was 45% of his base salary but pro-rated to reflect his start in August 2021, Mr. Rickard’s target bonus percentage was 50% of their respectivehis base salaries.salary and Dr. Shetzline’s target bonus percentage was 40% of his base salary. For the purpose of determining Dr. Shetzline’s 2021 bonus in March 2022, our compensation and HR committee increased his target bonus percentage from 40% to 45% for 2021, based on Aon’s competitive assessment and the elevation of his role to report directly to the chief executive officer. Mr. Emany, whose target bonus percentage is 50% of his salary, was not eligible to receive a bonus as part of the company’s 2021 performance review cycle due to the substantial completion of fiscal year 2021 when he joined Ironwood in December 2021. We believe that these target bonus percentages align the target cash compensation of our named executive officers with that of our peers, place appropriate emphasis on the achievement of our annual performance objectives and facilitate recruiting, retaining, and motivating our executive officers.

Additionally, for

For each of our current named executive officers, other than our chief executive officer, 70% of each 2021 cash bonus award paid in 2020 for 2019 performance was based solely on the achievement of our corporate goals and 30% was based on the named executive officer'sofficer’s achievement of his or her individual goals which, as described above, for named executive officers other than Mr. Mallon, included specific accountability for certain ofand our corporate goals. In determiningrecommending for approval by

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the board the amount of Mr. Mallon'sMcCourt’s 2021 cash bonus, paid in 2020 for 2019 performance, theour compensation and HR committee equateddetermined to set Mr. Mallon'sMcCourt’s individual performance in 2021 to be equal to the company's 2019company’s performance achievement multiplier of 130%117%.

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GRAPHIC The board reviewed and followed this recommendation in approving Mr. McCourt’s cash bonus award for 2021 performance.

The following table summarizes the calculation of our named executive officers'officers’ cash bonus awards, paidother than our chief executive officer. Mr. Minardo’s cash bonus was prorated to 42% to reflect that he joined the company in 2020August 2021. Mr. McCourt’s 2021 cash bonus was calculated by multiplying his target bonus percentage (75%) by the corporate performance factor, as noted above. Messrs. Mallon and Emany, and Ms. Consylman were not eligible for 2019 performance:

a 2021 cash bonus.

[MISSING IMAGE: tm223551d1-hd_thbluegreen4c.jpg]
Component Calculation
Company Performance
Only Component
(Weighted 70%)
70% Weighting×Target Bonus×
Corporate Performance
Achievement Multiplier
=
Company
Performance
Only Component
Payout
+
Company and Individual
Performance Component
(Weighted 30%)
30% Weighting×Target Bonus×
Corporate
Performance
Achievement
Multiplier
×
Individual
Performance
Achievement
Multiplier
=
Company and
Individual Performance
Component Payout
Total Annual
Bonus Payout
GRAPHIC

This approach was intended to closely align cash bonus awards toaward payouts with the achievement of our corporate goals, while taking into account individual performance (or, in the case of Mr. McCourt, equating company performance with individual performance) and providing equity and transparency to the calculation of our executive bonuses.making bonus determinations in a transparent way. As described above, the company performance achievement multiplier for 20192021 was 130%117%. In February 2020,March 2022, our compensation and HR committee, (i) determined that each of our current named executive officers strongly met or exceeded or far exceeded performance expectationspre-established individual goals for 2019,2021, resulting in the following individual performance achievement multipliers: Ms. Consylman, 150%multipliers and bonus ratios to target bonus percentage (after applying the 70%/30% weighting and taking into account the company performance achievement multiplier of 117%); Ms. Gilbert, 130% and (ii) reviewed and approved (or the board, in the case of Mr. McCourt, 140%. OurMcCourt) the following bonuses for 2021 performance for our current named executive officers, except for Mr. Emany who joined the company in December 2021:

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Named Executive OfficerIndividual Performance
Actual Bonus to Target Bonus
Ratio
Annual Cash Incentive Program
for 2021 Performance
Thomas McCourt117%(1)117%$680,063
John Minardo100%117%$105,037(2)
Jason Rickard140%131%$327,600
Michael Shetzline, M.D., Ph.D.140%131%$285,405
(1)
As described above, our compensation and HR committee also recommended, and our board determined that Mr. Mallon'sMcCourt’s individual performance achievement multiplier was 130%117% on the basis that such multiplier was equal to the 130% corporate performance achievement multiplier. Themultiplier of 117%.
(2)
Prorated for the portion of the year that Mr. Minardo was employed.

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2021 Long-Term Equity Awards
Long-term equity incentive compensation and HR committee reviewed and approved the following bonuses for 2019 performance for ourgranted in 2021 represented, on average, approximately 79% of each named executive officers:

Named Executive Officer

  Annual Cash Bonus
for 2019 Performance
 

Mark Mallon

 $797,063 

Gina Consylman

 $358,800 

Halley E. Gilbert

 $340,080 

Thomas A. McCourt

 $454,272 

In additionofficer’s total compensation for the year (based on the grant date fair value of equity awards, with PSU awards measured at target). We believe this emphasis on equity, and particularly performance-based equity, strongly reinforces the principle of “pay for performance” and closely ties our executives’ pay outcomes to the annual cash bonus for 2019 performance described above, in May 2019, Mses. Consylman and Gilbert each received a special $250,000 cash award in recognition of their significant contributions to and performance in connection with the Separation and, with respect to Ms. Gilbert, for her expanded role overseeing our corporate development function.

Long-Term Equity Awards

stockholder value creation. We also use equity awards as our incentive vehicle for long-term compensation to attract, reward and motivateretain our named executive officers in a manner that is intendedand to align theirthe interests of our named executive officers with those of our stockholders. We typically grant equity awards in the first quarter of each year based on our performance in the prior year. Throughout the year, our compensation and HR committee may award additional grants as circumstances warrant. Our compensation and HR committee does not apply a rigid formula in allocating equity awards to our named executive officers as a group or to any particular named executive officer, but sets an equity pool each year based on achievement of our corporate goals forpeer group and other market data from the prior year, which for 2018 was 100% of our corporate goals, including certain stretch goals, and our expectations for future performance. Individual equity award amounts are then determined based on, among other factors,Aon competitive assessment discussed below. In addition to peer

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group and market data, and our compensation and HR committee adjusts these amounts after consideringalso considers other factors, including input from Aon and the amount of unvested equity held by a named executive officer, in determining the size of individual equity awards.

In 2020, our compensation advisors and individual performance.

    2019 Equity Awards

HR committee introduced PSUs into our executive equity compensation program in an effort to drive accountability to achieve key milestones and deliver stockholder returns. In 2019,introducing PSUs and providing for an equal number of PSUs and RSUs to our named executive officers, hadthe compensation and HR committee sought to design an executive equity compensation program that provides the appropriate combination of equity awards to incentivize performance, align executive interests with those of our stockholders, and encourage executive retention.

2021 Annual Equity Awards
In early 2021, our compensation and HR committee determined that the annual long-term equity incentive compensation awards for our named executive officers should consist of an approximately even number of PSUs and RSUs. The compensation and HR committee chose rTSR performance as the sole PSU performance metric in our 2021 executive equity compensation program to further tie the compensation of our named executive officers to stockholder value. Aon assisted the compensation and HR committee with identifying a choicepeer group specifically for purposes of the compositionrTSR measurement goal used for PSUs granted in 2021, or the 2021 rTSR PSUs.
The 2021 rTSR PSUs use the following performance metric and vesting opportunities:
[MISSING IMAGE: tm223551d1-hd_thbluegreen4c.jpg]
Performance MetricPerformance PeriodThreshold Goals
(50% attainment)
Target Goals
(100% attainment)
Stretch Goals
(200% attainment)
2021 rTSR PSUsThree-year performance period ending December 31, 2023rTSR at the 25th percentile compared to rTSR peer group through 2023rTSR at the 50th percentile compared to rTSR peer group through 2023rTSR at the 75th percentile compared to rTSR peer group through 2023(1)
(1)
Attainment for the 2021 rTSR PSUs is capped at 100% where the Company's total stockholder return is negative.

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At the time they were designated, the peer group identified for the purposes of their annualthe 2021 rTSR PSUs consisted of commercial pharmaceutical and biotechnology companies that ranged between $750 million and $10 billion in market capitalization; Ironwood’s market capitalization as of December 31, 2020 was at the 39th percentile relative to this custom peer group. Our compensation and HR committee approved the following custom rTSR measurement peer group for the 2021 rTSR PSUs, which included all of our executive compensation peers with the exceptions of Akcea Therapeutics, Inc., which was acquired, and Horizon Therapeutics plc, which had exceeded the market capitalization range at the time the 2021 rTSR PSU peer group was designated:
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ACADIA Pharmaceuticals, Inc.Jazz Pharmaceuticals plc
Acceleron Pharma Inc.Karyopharm Therapeutics Inc.
Agios Pharmaceuticals, Inc.Kronos Bio, Inc.
Alkermes plcLigand Pharmaceuticals Incorporated
Amarin Corporation plcMannKind Corporation
Amicus Therapeutics, Inc.MiMedx Group, Inc.
Amphastar Pharmaceuticals, Inc.Neurocrine Biosciences, Inc.
Biohaven Pharmaceutical Holding Company Ltd.Ocular Therapeutix, Inc.
bluebird bio, Inc.Omeros Corporation
Blueprint Medicines CorporationOPKO Health, Inc.
Coherus BioSciences, Inc.Pacira BioSciences, Inc.
Corcept Therapeutics IncorporatedPerrigo Company plc
Deciphera Pharmaceuticals, Inc.Prestige Consumer Healthcare Inc.
Emergent BioSolutions Inc.PTC Therapeutics, Inc.
Endo International plcRadius Health, Inc.
Epizyme, Inc.Revance Therapeutics, Inc.
Esperion Therapeutics, Inc.Sage Therapeutics, Inc.
Exelixis, Inc.Sorrento Therapeutics, Inc.
Global Blood Therapeutics, Inc.Supernus Pharmaceuticals, Inc.
GW Pharmaceuticals plcTaro Pharmaceutical Industries Ltd.
Halozyme Therapeutics, Inc.Theravance Biopharma, Inc.
Harmony Biosciences Holdings, Inc.United Therapeutics Corporation
Heron Therapeutics, Inc.Veracyte, Inc.
Insmed IncorporatedVericel Corporation
Intercept Pharmaceuticals, Inc.Viela Bio, Inc.
Ionis Pharmaceuticals, Inc.Zogenix, Inc.

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In February 2021 and March 2021, our named executive officers (other than Mr. Mallon) were granted RSUs, and PSUs, respectively, in each case, under our 2019 Plan. RSUs granted in 2021 vest as to 25% of the underlying shares on each approximate anniversary of the grant date of the award, which is the vesting schedule typically used for RSU awards granted to employees. As stated above in this proxy statement, the 2021 PSU awards are subject to a single rTSR performance goal, which is measured over a three-year performance period ending on December 31, 2023.
The RSUs and PSUs granted to our named executive officers (other than Messrs. Emany, Mallon and Minardo) in February and March of 2021, respectively, were as follows:
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Named Executive Officer
2021 Annual PSU Grant
(# of Shares of Class A common stock
Subject to PSUs) (at target)
2021 Annual RSU Grant
(# of Shares of Class A common stock
Subject to RSUs)
Thomas McCourt144,927145,631
Jason Rickard84,54184,951
Michael Shetzline, M.D., Ph.D.57,97158,252
Gina Consylman84,54184,951
In making its determinations with respect to the size of equity awards and could select from the following choices: 100% stock options; 75% stock options and 25% RSUs; or 50% stock options and 50% RSUs. The size of executive equity grants was determined based on the factors described above andawarded to each of our named executive officers (other than Messrs. Emany, Mallon, and Minardo), our compensation and HR committee took into account peer group and other thanmarket data from the Aon competitive assessment discussed below, as well as other factors including each executive’s current equity holdings, expected future contributions and retention. Mr. Mallon (who joined Ironwooddid not receive equity awards in January 2019), was awarded2021 because he had provided notice of his intent to resign from the company at the time annual equity awards were granted.
2020 Adjusted EBITDA PSUs Payout
In 2020, our compensation and HR committee established the following stock optionperformance goals for our 2020 PSU awards, which were intended to drive executive accountability for delivering value to our stockholders:
1)
Gaining the U.S. FDA’s acceptance of one or more additional NDAs through internal development or acquisition of development-stage or commercial-stage programs, or NDA Acceptance PSUs;
2)
Growing revenue and RSU awards undercontrolling expenses as measured by cumulative adjusted organic EBITDA, or Adjusted EBITDA PSUs; and
3)
Realizing rTSR goals as described in our Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan,2021 proxy statement filed with the SEC on April 22, 2021, or 2010 Plan, in January 2019:

2020 rTSR PSUs.

Named Executive Officer

  2019 Annual Stock Option Grant
(# of Shares of Class A common stock
Subject to Stock Options)
  2019 Annual RSU Grant
(# of Shares of Class A common stock
Subject to RSUs)
 

Gina Consylman

 145,000 72,500 

Halley E. Gilbert

  145,000  72,500 

Thomas A. McCourt

 345,000  
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OnThe 2020 PSUs use the datefollowing metrics, weighting and vesting opportunities:
[MISSING IMAGE: tm223551d1-hd_thbluegreen4c.jpg]
Performance MetricWeightPerformance PeriodThreshold Goals
(50% attainment)
Target Goals
(100% attainment)
Stretch Goals
(200% attainment)
NDA Acceptance PSUs40%Three-year performance period ending December 31, 2022N/AAcceptance by the U.S. FDA of an NDA for IW-3718 or other internal or external development programAcceptance by the U.S. FDA of two NDAs, including IW-3718 and/or other internal or external development programs
Adjusted EBITDA PSUs(1)30%2020 — 2021
Cumulative Target
$266 million$296 million$355 million
2020 rTSR PSUs30%Three-year performance period ending December 31, 2022rTSR at the 25th percentile compared to rTSR peer group through 2022rTSR at the 50th percentile compared to rTSR peer group through 2022rTSR at the 75th percentile compared to rTSR peer group through 2022(2)
(1)
Adjusted organic EBITDA is calculated by subtracting mark-to-market adjustments on derivatives related to Ironwood’s 2.25% convertible notes due 2022, restructuring expenses, net interest expense, income taxes, depreciation and amortization from GAAP net income, and further adjusted by excluding the impact of grant,any corporate development transactions and stock-based compensation expense.
(2)
Attainment for the stock options had2020 rTSR PSUs is capped at 100% where the Company's total stockholder return is negative.
In January 2022, our compensation and HR committee certified that, with respect to the Adjusted EBITDA PSUs, the achievement of cumulative adjusted organic EBITDA for the performance period, which ended on December 31, 2021, was $467 million, resulting in a 200% attainment of this performance metric.
2021 Retention Awards
In an exercise priceeffort to promote business continuity following Mr. Mallon’s resignation as the company’s chief executive officer in March 2021, our compensation and HR committee approved a cash retention bonus and an RSU retention award to Messrs. McCourt and Rickard, Ms. Consylman and Dr. Shetzline. Cash retention bonuses were valued at 50% of $12.90 per share (the closing pricethe named executive officer’s 2021 base salary at such time, and for Mr. McCourt, his 2021 base salary prior to his appointment as interim chief executive officer, as his retention awards were made in his capacity as president, and not as interim chief executive officer. The cash retention bonuses were payable in two equal payments, with 50% of our Class A common stock on the Nasdaq Global Select Market oncash retention bonus paid in September 2021 and 50% of the grant date). Generallycash retention bonus to be paid in June 2022, subject to the executives'officer remaining an employee of the company in good standing on each payment date. Each executive would also be entitled to receive both payments in certain circumstances in the event of an involuntary termination of employment prior to June 1, 2022.
The RSU retention awards were valued at 33% of each executive officer’s 2021 annual equity target, and vest as to 50% of the shares subject to the award on each of May 19, 2022 and May 18, 2023, subject to continued employment withat the company. The stock options vest monthly over four yearsRSU retention awards are subject to provisions relating to the acceleration of time-based equity awards under each executive officers’ severance agreement, as to 1/48th of the options following the date of grant and the RSUs vest as to 25% of the RSUs on each approximate anniversary of the date they were granted. For a description of the impact of the Separation on the number of stock options and RSUs, and the exercise price of stock options, awarded to our named executive officers in January 2019, please seeEquity Impact of the Separation and the footnotes to theGrants of Plan-Based Awards tabledescribed elsewhere in this proxy statement.

In connection with the Separation in April 2019, Mr. McCourt was promoted to president and was granted an additional 45,704 stock options and 22,852 RSUs, each for shares of our Class A common stock under our 2010 Plan. The stock options have an exercise price of $11.78 per share (the closing price of our Class A common stock on the Nasdaq Global Select Market on the grant date). Subject to Mr. McCourt's continued employment with the company, the stock options will vest monthly over four years as to 1/48th of the options following the date of Mr. McCourt's promotion, and the RSUs will vest as to 25% of the RSUs on each approximate anniversary of the date they were granted.

Equity awards granted to Mr. Mallon in 2019 are described abovestatement under the captioncaptions 2019 CEO Transition CompensationExecutive Severance Agreements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of Control.

    Retention Grants

In December 2019, we made special retention awards of RSUs to our named executive officers, other than Mr. Mallon, which vest as to 100% of the RSUs after two years generally subject to the executives' continued employment with the company. Mses. Consylman and Gilbert received 41,150 RSUs and Mr. McCourt received 115,220 RSUs.

In establishing the size of these grants, our compensation consultant, Rewards Solutions,awards, Aon (or Aon), presented peer group data and assisted our compensation and HR committee with approximating the value that another organization could potentially offer inas a sign-on equity grantaward to recruit our executive talent. In

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The cash retention bonuses and RSU retention awards were made as follows:
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Named Executive Officer2021 Cash Retention Bonus
2021 Retention Grants
(# of Shares of Class A common
stock Subject to RSUs)
Thomas McCourt$286,60096,638
Jason Rickard$242,10056,372
Michael Shetzline, M.D., Ph.D.$242,00038,665
Gina Consylman$254,700(1)56,372(1)
(1)
Ms. Consylman forfeited her 2021 cash retention bonus and RSU retention award in connection with her resignation from the company in February 2020, the 41,150 RSUs granted to Ms. Gilbert in December 2019 terminated in their entirety.

    2020 Equity Awardseffective July 2, 2021.

Promotional and Shift to 50% Performance-Based Stock Units

We believe that creating long-term shareholder value requires our executive team to balance their efforts on driving LINZESS growth and advancing our late-stage development programs while at the same time progressing on milestones necessary to expand future product offerings. Accordingly, our 2020 executive equity compensation program is comprised of 50% PSUs and 50% RSUs. New Hire Awards

In introducing PSUs and providing for an equal mix of PSUs and RSUs by grant

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date fair value (with PSUs measured at target),June 2021, the compensation and HR committee soughtapproved equity grants to design a 2020 executive equity compensation program that provides the appropriate combination of awards to incentivize performance, align executive interests with those of our stockholders, and encourage executive retention.

As in 2019, long-term equity incentive compensation granted in 2020 is expected to represent a majority of each named executive officer's total compensation for the year (based on the grant date fair value of equity awards, with PSU awards measured at target). We believe this emphasis on equity, and particularly performance-based equity, strongly reinforces the principle of "pay for performance," and closely ties our executives' pay outcomes to stockholder value creation.

Goals underlying 2020 PSU awards were set to be achieved over a two to three-year performance period based, in part, on our long-range operating plan. Our compensation and HR committee selected the following performance goals for our 2020 PSU awards, which we believe drive executive accountability for delivering value to our stockholders:

1)
Gaining the U.S. FDA's acceptance of one or more additional NDAs;

2)
Growing revenue and controlling expenses as measured by cumulative adjusted organic EBITDA; and

3)
Realizing rTSR goals.

The 2020 PSUs use the following metrics, weighting and vesting opportunity:

WeightPerformance
Period
Threshold Goals
(50% attainment)
Target Goals
(100% attainment)
Stretch Goals
(200% attainment)
40%Ending December 2022N/AAcceptance by the U.S. FDA of an NDA for IW- 3718 or other internal or external development programAcceptance by the U.S. FDA of two NDAs, including IW-3718 and/or other internal or external development programs
30%2020 - 2021
Cumulative Target
Threshold cumulative adjusted organic EBITDA through 2021Target cumulative adjusted organic EBITDA through 2021Stretch target cumulative adjusted organic EBITDA through 2021
30%Ending December 2022rTSR at the 25th percentile compared to rTSR peer group through 2022rTSR at the 50th percentile compared to rTSR peer group through 2022rTSR at the 75th percentile compared to rTSR peer group through 2022

Our compensation consultant, Aon, assisted our compensation and HR Committee with assessing our profile and market characteristics versus several potential benchmarks and then identifying an expanded peer group of commercial biopharmaceutical companies for purposes of the rTSR measurement goal under these PSUs. Our compensation and HR

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committee then approved the following custom, rTSR measurement peer group, which includes all of our current executive compensation peers:

ACADIA Pharmaceuticals, Inc.Ionis Pharmaceuticals, Inc.
Aerie Pharmaceuticals, Inc.Jazz Pharmaceuticals plc
Agios Pharmaceuticals, Inc.Karyopharm Therapeutics Inc.
Akcea Therapeutics, Inc.Ligand Pharmaceuticals Incorporated
Akebia Therapeutics, Inc.Momenta Pharmaceuticals, Inc.
Alkermes plcOPKO Health, Inc.
Amicus Therapeutics, Inc.Pacira BioSciences, Inc.
Amphastar Pharmaceuticals, Inc.Perrigo Company plc
bluebird bio, Inc.Portola Pharmaceuticals, Inc.
Blueprint Medicines CorporationPrestige Consumer Healthcare Inc.
Catalent, Inc.PTC Therapeutics, Inc.
Coherus BioSciences, Inc.Radius Health, Inc.
Corcept Therapeutics IncorporatedSage Therapeutics, Inc.
Eagle Pharmaceuticals, Inc.Sarepta Therapeutics, Inc.
Emergent BioSolutions Inc.Spectrum Pharmaceuticals, Inc.
Endo International plcSupernus Pharmaceuticals, Inc.
Exelixis, Inc.Taro Pharmaceutical Industries Ltd.
Flexion Therapeutics, Inc.Theravance Biopharma, Inc.
GW Pharmaceuticals plcUltragenyx Pharmaceutical Inc.
Halozyme Therapeutics, Inc.United Therapeutics Corporation
Heron Therapeutics, Inc.Vanda Pharmaceuticals Inc.
Horizon Therapeutics Public Limited CompanyVeracyte, Inc.
Insmed IncorporatedVericel Corporation
Intercept Pharmaceuticals, Inc.

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In February 2020, our named executive officers were granted the following equity awards under our 2019 Equity Incentive Plan, or 2019 Plan:

Named Executive Officer

  2020 Annual PSU Grant
(# of Shares of Class A common stock
Subject to PSUs) (at target)
  2020 Annual RSU Grant
(# of Shares of Class A common stock
Subject to RSUs)
 

Mark Mallon

 221,061 221,061 

Gina Consylman

  68,327  68,327 

Halley E. Gilbert

   

Thomas A. McCourt

  100,482  100,482 

Equity awards granted to Messrs. Mallon andMr. McCourt, had target values based approximately on the peer group 50th percentile. Equity awards granted to Ms. Consylman were 13% above the 50th percentile in recognition of her outstanding performance in 2019. The compensation and HR committee did not make an equity award to Ms. Gilbert because she had provided noticehis appointment as the company’s permanent chief executive officer, with a grant date of her intent to resign from the company in February 2020. In addition, to facilitate the transition from stock optionsJune 7, 2021, of 104,690 RSUs that vested monthly to PSUs that are generally subject to two or three year cliff-based vesting, 2020 RSU grants to our named executive officerswill vest annually as to approximately 33%25% of the underlying shares on each approximate anniversary of the grant date.date of the award, subject to his continued employment on each vesting date, and 104,690 PSUs that will vest in accordance with the performance vesting criteria adopted and approved by the compensation and HR committee in March 2021. Please see

2021 Chief Executive Officer Transition for further information.

In July 2021, the compensation and HR committee approved a grant of 79,892 RSUs to Mr. Minardo, in recognition of his appointment as senior vice president, chief legal officer, with a grant date of August 2, 2021, which will vest annually as to 25% of the underlying shares on each approximate anniversary of the grant date of the award, subject to his continued employment on each vesting date, and 79,981 PSUs with a grant date of August 2, 2021, which will vest in accordance with the performance vesting criteria adopted and approved by the compensation and HR committee in March 2021. In November 2021, the compensation and HR committee approved a grant of 85,000 RSUs to Mr. Emany, in recognition of his appointment as senior vice president, chief financial officer, with a grant date of December 6, 2021, which vest annually as to 25% of the underlying shares subject to his continued employment on each vesting date, and 85,000 PSUs with a grant date of December 6, 2021, which will vest in accordance with the performance vesting criteria adopted and approved by the compensation and HR committee in March 2021. Please see Chief Legal Officer Appointment and 2021 Chief Financial Officer Transition for further information.
2021 Chief Executive Officer Transition
Effective March 12, 2021, Mr. Mallon resigned from his position as our chief executive officer and a member of our board of directors to pursue another opportunity. Mr. Mallon did not receive severance in connection with the termination of his employment. In addition, Mr. Mallon forfeited 282,231 options, 354,796 RSUs and 221,061 PSUs in connection with his resignation.
In connection with his appointment as interim chief executive officer effective upon Mr. Mallon’s resignation, our compensation and HR committee recommended, and our board determined to increase, Mr. McCourt’s annual base salary from $573,200 to $775,000 and to increase Mr. McCourt’s annual cash incentive bonus target percentage from 60% (of $573,200) to 75% (of $775,000). The increase in annual base salary and annual cash incentive bonus target percentage was intended to align Mr. McCourt’s compensation for his service as our interim chief executive officer with Mr. Mallon’s compensation as our chief executive officer. Mr. McCourt’s increased salary and annual cash incentive bonus target percentage were to remain in place for a minimum of six months and for so long as Mr. McCourt was serving as our interim chief executive officer. Mr. McCourt’s severance arrangements and benefits in the event of a termination of employment in connection with a change of control did not change in connection with his appointment as interim chief executive officer. In making its recommendations to the board relating to these compensation changes for Mr. McCourt’s service as our interim chief executive officer, the compensation and HR committee considered competitive

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market practice together with a desire to recognize Mr. McCourt for his willingness to assume the interim chief executive officer role and the increased responsibility associated with such role.
In June 2021, the board appointed Mr. McCourt as the company’s permanent chief executive officer and as a member of the board and delegated authority to the compensation and HR committee to approve Mr. McCourt’s initial compensation as permanent chief executive officer. The compensation and HR committee determined that Mr. McCourt's 2021 base salary and target annual bonus percentage should remain $775,000 and 75% of annual base salary, respectively. In addition, Mr. McCourt also received an additional grant of 104,690 RSUs that will vest annually on each of the first four approximate anniversaries of the date of grant, subject to his continued employment on each vesting date, and 104,690 PSUs that will vest in accordance with the performance vesting criteria adopted and approved by the compensation and HR committee in March 2021. Mr. McCourt also entered into a second amended and restated executive severance agreement, which replaced his prior amended and restated executive severance agreement that was effective as of December 28, 2018, to update certain aspects of Mr. McCourt’s severance entitlements such that they are better aligned with market practices for chief executive officers, including an increase in the lump sum payments due to Mr. McCourt in the event of an involuntary termination related to Mr. McCourt’s base salary and target cash bonus. The material terms of the second amended and restated executive severance agreement are described under the captions Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of Control.
2021 Chief Financial Officer Transition
Effective July 2, 2021, Ms. Consylman resigned from her position as senior vice president, chief financial officer. Ms. Consylman did not receive severance in connection with the termination of her employment. In addition, Ms. Consylman forfeited 71,279 options, 279,287 RSUs and 152,868 PSUs in connection with her resignation.
Following Ms. Consylman’s resignation, Mr. Rickard was appointed by our board to serve as the company’s principal financial officer, in addition to continuing in his role as senior vice president, chief operating officer. In recognition of Mr. Rickard’s enhanced responsibilities and increased workload, the compensation and HR committee approved an increase to Mr. Rickard’s annual base salary from $484,200 to $500,000 in June 2021.
Mr. Emany commenced employment as the company’s senior vice president, chief financial officer in December 2021. The compensation and HR committee approved Mr. Emany’s base salary of $500,000 and an individual bonus target percentage of 50% of his base salary, subject to the achievement of individual and corporate goals. Mr. Emany also received a one-time sign-on bonus of $200,000, which is subject to certain clawback provisions if Mr. Emany terminates his employment with the company for any reason or if he is terminated by the company for cause, in each case, within two years of him joining the company. Mr. Emany was also awarded 85,000 RSUs, which will vest as to 25% of the number of RSUs subject to the award on each of the first four approximate anniversaries of the date of grant, subject to his continued employment on each vesting date, and 85,000 PSUs, the vesting terms of which are consistent with those applicable to the 2021 PSU awards described elsewhere in this proxy statement. In addition, the company has entered into an indemnification agreement and an executive severance agreement with Mr. Emany. The material terms of the indemnification agreement and executive severance agreement are described under the captions Indemnification Agreement and Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of Control, respectively.
Chief Legal Officer Appointment
Mr. Minardo was appointed as the company’s senior vice president, chief legal officer, effective August 2, 2021. The compensation and HR committee approved Mr. Minardo’s base salary of $475,000 and an individual bonus target percentage of 45% of his base salary, subject to the achievement of individual and corporate goals. Mr. Minardo also received a one-time sign-on bonus of $250,000, which is subject to certain clawback provisions if Mr. Minardo terminates his employment with the company for any reason or if his employment is terminated by the company for cause, in each case, within two years of him joining the company. Mr. Minardo was also awarded 79,892 RSUs, which will vest as to 25% of the number of RSUs subject to the award on each of the first four approximate anniversaries of the date of grant, subject to his continued employment on each vesting date, and 79,981 PSUs, the vesting terms of which are

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consistent with those applicable to the 2021 PSU awards described elsewhere in this proxy statement. In connection with his appointment, Mr. Minardo was eligible for temporary living coverage for a period of up to five months from the date that our headquarters is broadly reopened, not to exceed $40,000 and reasonable and customary travel costs related to return trips between Boston and New York City no more frequently than every other week. These benefits are intended to facilitate Mr. Minardo’s transition to the Boston, Massachusetts area. Such allowance for housing and transportation is subject to Mr. Minardo’s continued employment with us and is provided to Mr. Minardo net of applicable taxes. This temporary living coverage is in lieu of any comparable benefits Mr. Minardo would have otherwise been eligible for under our relocation policy described elsewhere in this proxy statement. In addition, the company has entered into an indemnification agreement and an executive severance agreement with Mr. Minardo. The material terms of the indemnification agreement and executive severance agreement are described under the captions Indemnification Agreement and Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of Control, respectively.
Executive Severance Agreements and Benefits in the Event of a Change of Control

SeveranceThe severance arrangements that we have with our named executive officers, as well as other benefits provided in the event of a change of control, are described elsewhere in this proxy statement under the captioncaptions Named Executive Officer Severance Arrangements.Arrangements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of Control. Severance benefits are only payable if the named executive officer has complied with all of our rules and policies, has executed a separation agreement that includes a release of claims and complies with his or her post-employment nondisclosure, noncompetition and nonsolicitationnon-solicitation obligations. We believe that offering these payments and benefits assists us in recruiting, retaining and motivating executive officers, facilitates the operation of our business, allows our named executive officers to better focus their time, attention and capabilities on our business, and provides for a clear and consistent approach to managing departures with mutually understood separation benefits. A further description of the
Our board, through our compensation and HR committee, periodically assesses our executive severance arrangements is set forth elsewhereto, among other things, ensure that such benefits are consistent with those of our peers and the broader market. In 2021, our compensation and HR committee made the determination to amend and restate our form of executive severance agreement to be used for any new executive officers. Specifically, the new executive severance agreement differs from the current form of amended and restated executive severance agreement as follows: (i) removes the six months of contingent salary continuation and subsidized COBRA coverage if the executive does not obtain similar employment within one year from his or her termination, and (ii) removes the provisions that provided for equity vesting acceleration of a portion of outstanding equity awards subject solely to time-based vesting in this proxy statement under the captionsPost-Employment Arrangements,Named Executive Officer Severance Arrangements andPotential Payments Upon Termination or Changeconnection with a termination that does not constitute a change of Controlcontrol termination.
.

Other Compensation

We maintain broad-based benefits, that are provided to all employees, including health insurance, life and disability insurance, dental insurance, fitnesstransportation (for employees who reside in Massachusetts and transportationneighboring states) and fitness stipends, and a 401(k) plan with a 75% matching company contribution equal to the greater of: (a) 100% of employee contributions on the first $8,0003% of an employee's annual contribution.

eligible compensation and 50% of employee contributions on the next 3% of eligible compensation; or (b) 75% of the first $10,000 of employee contributions, up to $7,500.

We also maintain a relocation program under which we make certain benefits available to newly hired and existing employees, including our named executive officers, who are relocating to accept a new position with the company. Our relocation program covers reasonable expenses associated with the move and certain relocation services, including, as applicable, temporary housing assistance payments and a lump-sum relocation allowance, departure home sale assistance, rental assistance, new home search assistance, home purchase assistance, moving of household goods and vehicles assistance, and reimbursement of final trip expenses to the new area. We also provide tax assistance to our relocating employees to cover the costs associated with certain non-deductible relocation expenses, as we believe that this benefit is important to our ability to attract employees. Under our relocation program, participants are required to pay back the full amount of all relocation reimbursements in the event that they voluntarily terminate their employment or are terminated for "cause"“cause” within 12 months following the payment date of their last relocation reimbursement.

specified repayment periods.


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Other than our broad-based benefits, or as otherwise described herein, none of our named executive officers receive perquisites of any nature.

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Compensation Decisions for 2022
2022 Base Salary

Post-Employment Arrangements

In February 2019, our compensation and HR committee amended and restated Ms. Gilbert's severance agreement to, among other things, provide Ms. Gilbert the right to resign for any reason by February 2020, and to have that resignation be treated as a "good reason" termination for purposes of her severance and other entitlements under her severance agreement. Ms. Gilbert resigned from the company effective February 28, 2020. For a description of the payments and other benefits Ms. Gilbert received in connection with her resignation, seeNamed Executive Officer Severance Arrangements andPotential Payments Upon Termination or Change of Control elsewhere in this proxy statement.

In February 2020, the company entered into a consulting agreement with Ms. Gilbert under which Ms. Gilbert agreed to advise the company on various corporate development projects and governance matters. The agreement has a term of three months from the effective date, unless earlier terminated pursuant to its terms, and the company will pay Ms. Gilbert $90,000 for her services under the agreement.

Compensation of Named Executive Officers Who Transitioned to Cyclerion

Two of our 2019 named executive officers, Peter Hecht and Mark Currie, became Cyclerion employees in April 2019 in connection with the Separation. Prior to their transition from Ironwood to Cyclerion, the compensation and HR committee made decisions relating to Drs. Hecht and Currie's compensation in line with those made for the other named executive officers, including as described below under the captionCompensation Determination Process and elsewhere in thisCompensation Discussion and Analysis.

In January 2019,March 2022, our compensation and HR committee reviewed and approved a2022 base salaries for our current named executive officers for 2022, except for Mr. Emany, due to his joining the company in December 2021, and for Mr. McCourt whose base salary of $100,000 for Dr. Hecht, which amount was unchanged from his 2018 base salary. Dr. Hecht consistently declined increases in his base salary and he continued to earn the salary of $100,000 per year that he was first awarded in 1998. The compensation and HR committee alsois reviewed and approved Dr. Currie's base salary and provided him with a $15,000 increase in base salary from $485,000 to $500,000. Because they were only employedrecommended by Ironwood through March 2019, actual base salaries paid to Drs. Hecht and Currie for 2019 were $25,000 and $125,000, respectively.

In January 2019, our compensation and HR committee and approved by our board of directors. The increases in base salary for Messrs. McCourt, Minardo and Rickard and Dr. Shetzline were based on our compensation and HR committee’s determination that each executive officer achieved or exceeded substantially all of his respective individual goals for 2021. These base salary determinations also awarded 1,000,000 stock optionstook into account peer group and other market data from the competitive assessment conducted by Aon and discussed in more detail below. Base salary information for 2022 compared to Dr. Hechtbase salary information for 2021 for each of our current named executive officers, is as follows:

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Named Executive Officer
2021
Base Salary
2022
Base Salary
Increase ($)Increase (%)
Thomas McCourt$775,000$806,000$31,0004.0%
Sravan Emany$500,000$500,000$00%
John Minardo$475,000$494,000$19,0004.0%
Jason Rickard$500,000$520,000$20,0004.0%
Michael Shetzline, M.D., Ph.D.$484,000$513,040$29,0406.0%
2022 Annual Equity Awards
In early 2022, the compensation and 600,000 stock optionsHR committee again chose rTSR performance as the sole PSU performance metric in our 2022 executive equity compensation program to Dr. Currie,further tie the compensation of our named executive officers to stockholder value. As in 2021, Aon assisted the compensation and HR committee with identifying a peer group specifically for purposes of the rTSR measurement goal for the PSUs granted in 2022, or the 2022 rTSR PSUs.
The 2022 rTSR PSUs use the following performance metric and vesting opportunities:
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Performance MetricPerformance PeriodThreshold Goals
(50% attainment)
Target Goals
(100% attainment)
Stretch Goals
(200% attainment)
2022 rTSR PSUsThree-year performance period ending December 31, 2024rTSR at the 25th percentile compared to rTSR peer group through 2024rTSR at the 50th percentile compared to rTSR peer group through 2024rTSR at the 75th percentile compared to rTSR peer group through 2024(1)
(1)
Attainment for the 2022 rTSR PSUs is capped at 100% where the Company's total stockholder return is negative.
At the time they were designated, the peer group identified for the purposes of the 2022 rTSR PSUs consisted of commercial pharmaceutical and biotechnology companies that ranged between $750 million and $10 billion in market capitalization; Ironwood’s 30-day market value capitalization as of December 31, 2021 was at the 39th percentile relative to this custom peer group. Our compensation and HR committee approved the following custom rTSR measurement peer group for the 2022 rTSR PSUs, which options vestedincluded all of our executive compensation peers:

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ACADIA Pharmaceuticals, Inc.Intercept Pharmaceuticals, Inc.
Agenus Inc.Ligand Pharmaceuticals Incorporated
Agios Pharmaceuticals, Inc.MacroGenics, Inc.
Alkermes plcMannKing Corporation
Amicus Therapeutics, Inc.Myovant Sciences Ltd.
Apellis Pharmaceuticals, Inc.Neurocrine Biosciences, Inc.
BioCryst Pharmaceuticals, Inc.OPKO Health, Inc.
Biohaven Pharmaceutical Holding Company Ltd.Pacira BioSciences, Inc.
bluebird bio, Inc.PTC Therapeutics, Inc.
Blueprint Medicines CorporationRadius Health, Inc.
BridgeBio Pharma, Inc.Sage Therapeutics, Inc.
ChemoCentryx, Inc.Sarepta Therapeutics, Inc.
Coherus BioSciences, Inc.Sorrento Therapeutics, Inc.
Corcept Therapeutics IncorporatedSupernus Pharmaceuticals, Inc.
Dynavax Technologies CorporationTG Therapeutics, Inc.
Emergent BioSolutions Inc.Travere Therapeutics, Inc.
Exellis, Inc.Ultragenyx Pharmaceutical Inc.
Global Blood Therapeutics, Inc.United Therapeutics Corporation
Halozyme Therapeutics, Inc.Vanda Pharmaceuticals Inc.
Heron Therapeutics, Inc.Vericel Corporation
Insmed Incorporated
In March 2022, our current named executive officers (other than Mr. Emany) were granted RSUs and PSUs, in each case under our 2019 Plan. RSUs granted in 2022 vest as to 1/48th25% of the underlying shares on each monthlyapproximate anniversary of the vesting commencement date until fully vested. On thegrant date of grant, the stock options had an exercise price of $12.90 per share (the closing price of our Class A common stockaward, subject to continued employment on each vesting date, which is the Nasdaq Global Select Market onvesting schedule typically used for RSU awards granted to employees. As stated above, the grant date). For2022 PSU awards are subject to a description of the impact of the Separation on the numbersingle rTSR performance goal, which is measured over a three-year performance period ending December 31, 2024.

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The RSUs and the exercise price of stock options awarded to Drs. Hecht and Currie in January 2019, please seeEquity Impact of the Separation and the footnotes to theGrants of Plan-Based Awards table elsewhere in this proxy statement.

For 2019, Dr. Hecht's bonus, with an individual bonus target of 50% of his base salary, was to be determined primarily based on the achievement of our corporate goals. Dr. Currie had an individual bonus target of 50% of his base salary, 70% of which was tied solely to the achievement of our corporate goals for 2019 and 30% of which was tied to the achievement of corporate and individual performance goals (though our compensation and HR committee did not assess Dr. Currie's achievement of his individual goals in 2019 because of Dr. Currie's anticipated transition to Cyclerion). Neither Dr. Hecht nor Dr. Currie received a cash bonus for 2019 performance because they were not employed by Ironwood on the date in 2020 that cash bonuses for 2019 performance were paid. Further, the Separation did not trigger payments under Drs. Hecht and Currie's respective severance agreements with the company.

In connection with the Separation, Dr. Currie joined our board of directors on April 1, 2019. Upon joining our board of directors, Dr. Currie received a restricted stock grant of 2,995 shares of our Class A common stock for his service on our board of directors between April 1, 2019 and the 2019 annual meeting of stockholders pursuantPSUs granted to our 2014 Director Compensation Plan. In May 2019, Dr. Currie then received a restricted stock grant of 22,706 shares of our Class A common stock pursuant to our 2019 Director Compensation Policy for service on our board of directors from the date of our 2019 annual meeting of stockholders to the date of our 2020 annual meeting of stockholders. Dr. Currie also received a cash retainer of $37,500 for his service on our board of directors from April 1, 2019 through December 31, 2019. Compensation for Dr. Currie's service on our board of directors in 2019 following the Separation, as well as his

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compensation for services as an Ironwood employee in 2019 prior to the Separation, are included in theSummary Compensation Table, below.

Additional information on the basis for compensation decisions in 2019 relating to Drs. Hecht and Currie is available elsewhere in this proxy statement under the captionsRole of the Compensation and Human Resources Committee andRole of the Compensation Consultant: Benchmarking and Peer Group Analysis.

Equity Impact of the Separation

The employee matters agreement executed in connection with the Separation provided that outstanding Ironwood equity awards held by Ironwood and Cyclerion employees, including equity grants made in 2019 prior to the Separation to our 2019current named executive officers in March of 2022 were adjustedas follows:

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Named Executive Officer
2022 Annual PSU Grant
(# of Shares of Class A common stock
Subject to PSUs) (at target)
2022 Annual RSU Grant
(# of Shares of Class A common stock
Subject to RSUs)
Thomas McCourt248,868248,869
Sravan Emany*00
John Minardo67,87367,873
Jason Rickard90,49790,498
Michael Shetzline, M.D., Ph.D.81,44781,448
*
Mr. Emany was not eligible for a PSU or RSU award in accordance with the following principles:

    For each award, the intent was to maintain, immediately following the distribution date, the economic value2022 as part of the award immediately beforeCompany’s 2021 performance review cycle as he joined the distribution date.company in December 2021.

    For both Cyclerion
Basis for Our Compensation Policies and Ironwood employees, except as noted below, vested Ironwood equity awards were converted into equity awards of both Ironwood and Cyclerion using the "basket approach" (as described below).

For Cyclerion employees, except as noted below, unvested Ironwood equity awards were converted into Cyclerion equity awards using the "concentration approach" (as described below).

For Ironwood employees, unvested Ironwood equity awards remained as Ironwood equity awards using the "concentration approach."

For non-employee directors of Cyclerion who had been non-employee directors of Ironwood, unvested Ironwood restricted stock were converted into unvested Cyclerion restricted stock using the "concentration approach."

For non-employee directors of Ironwood who remained non-employee directors of Ironwood, unvested Ironwood restricted stock continued as unvested Ironwood restricted stock, adjusted using the "concentration approach."

To the extent any adjustments to outstanding equity awards resulted in fractional interests in shares, the fractional interests were rounded down to the nearest whole share and Ironwood or Cyclerion, as the case may be, made cash payments to its respective employees in lieu of such fractional interests.

Basket Approach

Following the distribution, the number of shares underlying converted Cyclerion equity awards (whether held by Ironwood or Cyclerion employees) was determined according to a fixed ratio of one share of Cyclerion common stock for every 10 shares of Ironwood Class A common stock. The exercise price associated with converted Cyclerion equity awards (whether held by Ironwood or Cyclerion employees) was determined according to formulas based on the 10 day volume weighted average trading price of Ironwood Class A common stock for the 10 days immediately preceding the distribution and the purchase price of $175.0 million for Cyclerion common stock paid in a private placement Cyclerion executed in connection with the distribution.

Concentration Approach

Following the distribution, the number of shares underlying converted Cyclerion equity awards and any associated exercise prices was determined according to formulas based on the 10 day volume weighted average trading price of Ironwood Class A common stock for the 10 days immediately preceding the distribution and the purchase price of Cyclerion common stock paid in the private placement referenced above.

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The following table contains a summary of the treatment of each type of Ironwood equity award in the Separation:

Decisions
Type of Ironwood AwardCyclerion EmployeesIronwood Employees
Vested Stock Options (other than Vested Incentive Stock Options granted under the Ironwood 2010 Incentive Plan)Continued to hold vested Ironwood stock options and received a pro rata portion of vested stock options of Cyclerion, each as equitably adjusted to reflect the distributionContinued to hold vested Ironwood stock options and received a pro rata portion of vested stock options of Cyclerion, each as equitably adjusted to reflect the distribution
Vested Incentive Stock Options granted under the Ironwood 2010 Incentive PlanSubstituted with vested Cyclerion incentive stock options, unless employee elected to convert to non-qualified stock options of both Ironwood and Cyclerion, each as equitably adjusted to reflect the distributionContinued to hold vested Ironwood incentive stock options, unless employee elected to convert to non-qualified stock options of both Ironwood and Cyclerion, each as equitably adjusted to reflect the distribution
Unvested Stock OptionsSubstitute with unvested Cyclerion stock options of comparable valueContinue to hold unvested Ironwood stock options, as equitably adjusted to reflect the distribution
Restricted Stock Units (other than July 2018 Recognition Restricted Stock Units)Substituted with Cyclerion restricted stock units of comparable valueContinued to hold Ironwood restricted stock units, as equitably adjusted to reflect the distribution
July 2018 Recognition Restricted Stock UnitsContinued to hold Ironwood restricted stock units, as equitably adjusted to reflect the distributionContinued to hold Ironwood restricted stock units, as equitably adjusted to reflect the distribution

Each Ironwood equity award that was converted into a Cyclerion equity award is subject to substantially the same terms and vesting conditions as were applicable to the Ironwood equity awards prior to the distribution. Please seeOutstanding Equity Awards at Fiscal Year-End—Ironwood Equity Awards at Fiscal Year-End andOutstanding Equity Awards at Fiscal Year-End—Cyclerion Equity Awards at Fiscal Year-End for detailed information on the impact of the Separation on the equity awards held by our 2019 named executive officers, including equity grants made in 2019 prior to the Separation.

Basis for Our Compensation Policies and Decisions

Our Values and Goals

The objectiveobjectives of our compensation policies isare to provide compensation and incentives that align employee actions and motivations with the interests of our stockholders; attract, retain, motivate and reward outstanding talent across Ironwood through well-communicated programs that are aligned with our vision and mission; and support a positive company culture.

culture and values.

We are guided by the following principles with respect to our compensation determinations:


design compensation and incentive programs that align employee actions and motivations with the interests of our stockholders, support our business objectives and hold employees accountable for the achievement of key goals and milestones;


foster and support our performance-driven culture by setting clear, aggressive, high valuehigh-value goals, rewarding outstanding performers to the extent these goals are achieved, and making sure our best performers know clearly that we value their contributions;


as with all spending, serve as careful stewards of our stockholders'stockholders’ assets when making compensation decisions;

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    maximize our employees'employees’ sense of ownership so that they have a long-term owner'sowner’s perspective, can see the impact of their efforts on our success, and can share in the benefits of that success through the opportunity to become stockholders of Ironwood through equity-based awards;


recognize that compensation is one of a number of tools to stimulate and reward productivity, great drug development, and successful commercialization, together with recognizing individual growth potential, providing a great workplace culture, and sharing in our success;


foster a strong team culture, focused on our principles of great drug development and commercialization, which is reinforced through our compensation and incentive programs;


design compensation and incentive programs that are fair, equitable and competitive; and


design compensation and incentive programs that are simple and understandable.

Executive Compensation Governance

Highlighted procedures and tools that we use to ensure effective governance of compensation plans and decisions include:


our compensation and HR committee has the authority to hire independent counsel, compensation consultants and other advisors;

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our compensation and HR committee conducts a regular review and assessment of risk as it relates to our compensation policies and practices;


as part of our insider trading prevention policy, our executive officers and directors are prohibited from engaging in any hedging or monetization transactions ofwith respect to our Class A common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds;


we have no perquisites other than broad-based benefits, including health and welfare benefits, transportation and fitness stipends, a 401(k) plan and a relocation program that we make available to all of our employees; under our relocation program, participants are required to pay back the full amount of all relocation benefits in connection with their departure from Ironwood in certain circumstances;


our executive severance agreements (i) do not provide for tax gross-ups and (ii) contain double-trigger requirements for equity acceleration and other benefits in the event of a change of control;


seventen of our nineeleven directors are independent, including all members of our compensation and HR committee, and we have instituted stock ownership guidelines that will require directors to accumulate and continuously hold a specified amount of our Class A common stock (seeDirector Stock Ownership Guidelines elsewhere in this proxy statement for additional information);

we have instituted executive stock ownership guidelines that will require executive officers to accumulate and continuously hold a specified amount of our Class A common stock (see Executive Officer Stock Ownership Guidelines elsewhere in this proxy statement for additional information); and


in early 2019,
we adoptedhave a clawback policy that provides our board of directors, in the event of a financial restatement due to material noncompliance with financial reporting requirements and where an executive engaged in intentional misconduct that caused or partially caused the need for the restatement, with the discretionary right to recover from our current and former executive officers that portion of the bonus or other incentive compensation that was received by the covered executives or effect the cancellation of unvested and vested equity awards previously granted to the covered executives based on our financial performance results and that would not have been awarded based on the restated results. The board of directors'directors’ recovery rights under this policy will be without prejudice to other remedies the company may have for the recovery or adjustment of incentive compensation. Additionally, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002.

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Compensation Determination Process

Our

In December 2020, the board approved updates to our corporate governance guidelines and the charter of the compensation policies are evaluated annually, and HR committee to provide that, beginning in 2021, (i) our board would assess the Company’s corporate performance and (ii) our compensation and HR committee takeswould recommend, and our board would approve, the compensation determination for our chief executive officer. In determining the compensation of our chief executive officer, the board deliberates and votes on the chief executive officer’s compensation outside of the presence of the chief executive officer, and the chief executive officer and any other non-independent directors abstain from such determination.
In January 2022, our board met and, following the recusal of non-independent directors, our board approved our corporate goal achievement for 2021. Following the board’s corporate goal assessment, our compensation and HR committee evaluated the performance of our current executive officers (other than Messrs. Emany and McCourt), including performance against goals and objectives relevant to such executive officers’ compensation, and then approved salary increases, 2021 cash incentive bonuses and 2022 cash incentive bonus targets and equity awards for 2022 for

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these executives. The compensation and HR committee similarly evaluated Mr. McCourt’s performance and made a recommendation to the board relating to Mr. McCourt’s bonus for 2021 performance and his annual equity award, base salary and target bonus percentage for 2022. The compensation and HR committee did not evaluate Mr. Emany’s performance against goals and objectives relevant to his compensation due to the substantial completion of fiscal year 2021 when he joined Ironwood in December 2021. In making these compensation-related decisions or recommendations for 2021 performance, our compensation and HR committee considered the competitive assessment prepared by Aon, as described in more detail below, as well as the other factors described in this Compensation Discussion and Analysis.
At its meeting in March 2022, following the recusal of non-independent directors, the board voted on Mr. McCourt’s 2021 bonus, salary increase, equity awards and target bonus percentage for 2022; Mr. McCourt was not present for the board’s deliberation on his 2021 bonus, salary increase, equity awards or 2022 bonus target percentage.
The compensation and HR committee also reviews our bonus pool, which is calibrated based on corporate performance, and approves our equity pools, which are calibrated for competitive market practice, and assigns a portion of each of these pools to all of our employees other than our executive officers. Allocation decisions of these portions are made by members of senior management designated by our compensation and HR committee.
Our compensation and HR committee also evaluates our compensation policies annually, taking into consideration our results of operations, our long and short-term goals, individual goals, market data, the competitive market for our executive officers and general economic factors when making individual compensation determinations with respect to our named executive officers. As set forth in our compensation and HR committee's written charter, our compensation and HR committee has the responsibility of reviewing and approving the compensation of our executive officers; annually reviewing and determining our chief executive officer's compensation based on the committee's evaluation of his performance; recommending to the full board of directors the adoption of new compensation plans; administering our existing plans; reviewing and recommending director and committee compensation to the full board of directors; overseeing succession planning for our senior management; and reviewing risks associated with our compensation policies and practices. In addition, our compensation and HR committee is responsible for ensuring that our compensation policies are aligned with our compensation philosophy and guiding principles.

Early each year, our compensation and HR committee finalizes its assessment of our corporate performance for the prior year. Upon completion of such goal assessment, our bonus and equity pools are calibrated for corporate performance and approved by our compensation and HR committee. Our compensation and HR committee assigns a portion of each of these pools to all of our employees other than our executive officers, and delegates the allocation of these portions to our chief executive officer and our chief financial officer. Our compensation and HR committee also approves any salary increase, cash bonus and equity awards for our chief executive officer and, in consultation with our chief executive officer, for each of our other executive officers. In making these compensation-related decisions for 2019 performance, our compensation and HR committee considered the competitive assessment prepared by Pearl Meyer, and described in more detail below, as well as the other factors described in thisCompensation Discussion and Analysis.

factors. Additionally, our compensation and HR committee or board (in the case of the determinations relating to chief executive officer compensation) may recommend or decide, as appropriate, to modify the mix or amount of base salary, bonus, and long-term incentives to best fit an executive officer'sofficer’s specific circumstances or, if requiredwarranted by competitive market conditions, to attract, retain and motivate skilled personnel. For example, our compensation and HR committee may recommend or decide, and our board may decide with respect to our chief executive officer, to grant retention or additional equity awards to an executive officer if that executive officer receives a base salary or cash bonus award significantly below that of his or her counterparts in our peer group, despite successful attainment of our corporate goals or his or her individual goals. We believe that this discretion and flexibility allows our compensation and HR committee and board (in the case of determinations of our chief executive officer’s compensation) to better achieve our compensation objectives.

Executive Officer Stock Ownership Guidelines
Following a competitive assessment of market data related to executive officer stock ownership requirements provided by Aon and guidance published by Investor Advisory Service, in October 2020, our compensation and HR committee recommended, and, in December 2020, our board approved, Executive Officer Stock Ownership Guidelines. In February 2022, our compensation and HR amended and restated our Executive Officer Stock Ownership Guidelines to exclude the value of vested “in the money” stock options towards satisfying our executive officer stock ownership requirements. We believe our Executive Officer Stock Ownership Guidelines further align the interests of our executive officers with those of our stockholders and also incentivize executive officers to focus on maximizing long-term value.
Our Executive Officer Stock Ownership Guidelines, as amended, provide that our chief executive officer is required to hold shares of the Company’s Class A common stock with a value equal to at least four (4) times his or her annual base salary and that each executive officer is required to hold shares of the Company’s Class A common stock with a value equal to one (1) times his or her annual base salary. Executive officers are required to achieve the applicable level of ownership by the later of December 2025 (five years from the date of adoption of the Executive Officer Stock Ownership Guidelines in December 2020) or the fifth anniversary of the date a person was initially designated as an executive officer of the Company. Shares that count towards satisfaction of the Executive Officer Stock Ownership Guidelines include, among other forms of ownership, shares held outright by the executive officer or a member of his or her immediate family and unvested RSUs net of applicable taxes. Vested “in the money” stock options and unearned performance-based awards do not count towards satisfaction of these ownership requirements.
Compliance with the stock ownership requirements will be measured on the date of the annual meeting of stockholders of the company each year based on the annualized salary then in effect for each officer. Failure to comply with the

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Executive Officer Stock Ownership Guidelines will (among other things, as may be determined by the compensation and HR committee) require executive officers to retain at least 100% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of stock options.
Role of the Compensation and Human ResourcesHR Committee

As set forth in its written charter, our compensation and HR committee has the responsibility for evaluating the performance of our executive officers, taking into account the determination of our board with respect to our corporate performance; reviewing and approving the compensation of our executive officers (other than our chief executive officer); reviewing and recommending to the board our chief executive officer’s compensation; recommending to the board the adoption of new compensation plans; administering our existing plans; reviewing and recommending director and committee compensation to the board; reviewing and overseeing our Executive Officer Stock Ownership Guidelines; overseeing succession planning for our senior management; reviewing risks associated with our compensation policies and practices; and overseeing our strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention. In 2019,addition, our compensation and HR committee is responsible for ensuring that our compensation policies are aligned with our compensation philosophy and guiding principles.
In 2021, our compensation and HR committee made all of the compensation determinations with respect to each of our 2019 named executive officers. In making its determinations withofficers, other than Messrs. Mallon and McCourt in his capacity as chief executive officer. With respect to Dr. Hecht,Mr. Mallon, our compensation and HR committee took into account the feedback from members ofdid not recommend, and our board did not approve, compensation determinations for Mr. Mallon, since he had provided notice of directors, as well ashis intent to resign from the feedback from each of our other executive officers, and a number of other members of our management team. In developingcompany at the time salary determinations for 2021 were made. With respect to Mr. Mallon's initial compensation package, ourMcCourt, the compensation and HR committee endeavored to compensaterecommended and the board approved compensation determinations for Mr. Mallon,McCourt in part, for the outstanding equity that he forfeited by leavingconnection with his previous employer. The compensationservice as our interim chief executive officer in March 2021 and HR committee also took into account the factors listedas permanent chief executive officer in the following paragraph in determining Mr. Mallon's initial compensation package. June 2021.
In making its determinations with respectrelating to each of our named executive officers other than Dr. Hecht and Mr. Mallon,compensation for performance in 2021, our compensation and HR committee took into account the feedback and recommendations from Dr. Hecht in the first quarter of 2019 and from Mr. Mallon for the remainder of 2019,McCourt, as well as from the named executive officer'sofficer’s direct reports and other members of our management team.

The components of each of our named executive officer's, including Mr. Mallon's,officer’s initial compensation package, wasincluding with respect to the 2021 compensation packages of Messrs. Minardo and Emany, were based on numerous factors, including:


the individual'sindividual’s particular background and circumstances, including prior relevant work experience and compensation paid prior to joining us;


the individual'sindividual’s role with us and the compensation paid to similar persons in the companies represented in the compensation data that our compensation and HR committee reviewed;

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    the demand for people with the individual'sindividual’s specific expertise and experience at the time of hire;


performance goals and other expectations for the position;


comparison to other executive officers within Ironwood having similar levels of expertise and experience; and


uniqueness of industry skills.

Role of the Compensation Consultant: Benchmarking and Peer Group Analysis

Our compensation and HR committee has the authority to select and retain independent advisors and consultants to assist it with carrying out its responsibilities, and we are required to pay any related expenses approved by the committee. In 2019,2021, our compensation and HR committee exercised such authority and engaged Aon as its authority to engage Pearl Meyer as a compensation consultant from January through July and Aon from August through December. Each of Pearl Meyer andconsultant. Aon reported directly to our compensation and HR committee duringthroughout the period of its engagement. Pearl MeyerOther than the purchase of certain benefits surveys and employee compensation benchmarking data from Aon in 2021 and certain other accounting and consulting services requested by the company related to equity plan matters, including forfeiture rate analysis, PSU award design and 2021 rTSR PSU valuation, Aon did not provide us with any services

2022 Proxy Statement   51

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in 20192021 other than those requested by our compensation and HR committee. Prior to its engagement as compensation consultant beginning in August 2019, Aon provided us with certain services in 2019 related tocommittee and the equity impactreview of the Separation. In addition, following its engagement as compensation consultant, we purchased certain benefits surveys and employee compensation benchmarking data from Aon. Aon also reviewed thisCompensation Discussion and Analysis for conformance with best practices. Based on the scope of our compensation and HR committee'scommittee’s engagements with Pearl Meyer and Aon, it was determined that neither Pearl Meyer nor Aon haddid not have a conflict of interest in their respective rolesits role as compensation consultant under applicable rules for the period of their engagements.rules.

In order to assist our compensation and HR committee in setting 20192021 and 2022 compensation, Pearl Meyerrespectively, Aon conducted a competitive assessmentassessments of 20182020 and 2021 target compensation for our named executive officers, with a focus on the following components of our named executive officer compensation:


base salary;


target total cash compensation (which is base salary plus the target bonus);


long-term equity incentives (which are valued based on grant date fair value); and


target total direct compensation (which is target total cash compensation plus the grant date value of the most recent long-term incentive grant).

In conducting this assessment, Pearl MeyerAon analyzed the components of our named executive officer compensation listed above, in each case measured against our peer group at the time, recognizing that such peer group companies tended to be larger than us (including with respect to revenues). The peer group that was in place for this assessment was composed of the following 15 companies, which at the time25th, 50th and 75th percentiles of our review had a median market capitalization of approximately $3.0 billion, a median of approximately 540 employees, and a commercial drug or drug candidate in later stage development:

Acorda Therapeutics, Inc.Intercept Pharmaceuticals, Inc.
Agios Pharmaceuticals, Inc.Ionis Pharmaceuticals
Alkermes plcNektar Therapeutics
Alnylam Pharmaceuticals, Inc.Pacira Pharmaceuticals
AMAG Pharmaceuticals, Inc.Serepta Therapeutics
Corcept TherapeuticsTesaro, Inc.
Horizon Pharma plcUnited Therapeutics Corporation
ImmunoGen

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In assisting ourexecutive compensation and HR committee in setting 2019 compensation, Pearl Meyer also presented proxy data from the Radford Global Life Sciences Survey, which was comprised of companies that represent a broader market perspective and similar employee population to us, and a Market Composite, which combined the peer group data and Radford Global Life Sciences Survey data by weighting each source equally. Although this competitive assessment was not used to mandate any specific compensation decisions, our compensation and HR committee considered the results of this assessment when making base salary, cash bonus and long-term equity incentive award determinations with respect to our named executive officers in early 2019.

group. Our peer group is reviewed at least annually by our compensation and HR committee. In setting our peer group, our compensation and HR committee applies a qualitative lens to help focus the potential group on the companies with which we are competing for talent. Our compensation and HR committee first identifies a potential pool of peer companies from a number of sources, including the companies listing Ironwood in their peer groups and the other companies listed in such peer companies'companies’ peer groups, as well as companies included in third-partythird party peer group assessments. Our compensation and HR committee then considers certain size filters including market capitalization, revenue, and number of employees, as well as certain business model filters including commercial focus, and growth.

The peer group that Aon proposed and that the compensation and HR committee used as a reference point in connection with 2021 compensation decisions is composed of the following 17 companies, which at the time they were designated as our peer group had a median market capitalization of approximately $3.1 billion, median revenue of approximately $260 million, a median of 536 employees, and a commercial drug or drug candidate in later stage development:

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ACADIA Pharmaceuticals, Inc.Halozyme Therapeutics, Inc.
Agios Pharmaceuticals, Inc.Horizon Therapeutics plc
Akcea Therapeutics, Inc.Intercept Pharmaceuticals, Inc.
Alkermes plcPacira BioSciences, Inc.
Amicus Therapeutics, Inc.PTC Therapeutics, Inc.
bluebird bio, Inc.Radius Health, Inc.
Blueprint Medicines CorporationSupernus Pharmaceuticals, Inc.
Coherus BioSciences, Inc.United Therapeutics Corporation
Corcept Therapeutics Incorporated
In assisting our compensation and HR committee in setting 2021 compensation, Aon presented proxy peer data as well as results from the Radford Global Life Sciences Survey, or Radford, which was comprised of companies that represent a broader market perspective and similar employee population to us, and a Market Composite, which combined the peer group data and Radford data by weighting each source equally. Although this competitive assessment was not used to mandate any specific compensation decisions, our compensation and HR committee considered the results

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of this assessment when making base salary, cash bonus and long-term equity incentive award determinations with respect to our then employed named executive officers in early 2021.
In July 2019,2021, our compensation and HR committee approved a new peer group, which peer group Aon used as a reference point in advising our compensation and HR committee regarding compensation decisions made beginning in the fourth quarter of 2019.2021. Aon and Radford recommended that three companies from our peer group be removed because one was acquired during 2020 (Akcea Therapeutics, Inc.), and the others had a market cap that significantly outpaced the rest of the peer group (Horizon Therapeutics plc and United Therapeutics Corporation), and identified two potential companies (Ligand Pharmaceuticals, Inc. and Vanda Pharmaceuticals, Inc.) to replace the three companies that were recommended to be removed from the prior peer group. This updated peer group is composedcomprised of the following 17 companies, which at the time of our review had a median market capitalization of approximately $2.7$2.6 billion, median revenue of approximately $249$340 million, a median of 482498 employees and a commercial drug or drug candidate in later stage development:

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ACADIA Pharmaceuticals, Inc.Halozyme Therapeutics, Inc.
Agios Pharmaceuticals, Inc.Horizon Therapeutics plc
Akcea Therapeutics, Inc.Intercept Pharmaceuticals, Inc.
Alkermes plcLigand Pharmaceuticals, Inc.
Amicus Therapeutics, Inc.Pacira BioSciences, Inc.
Amicus Therapeutics,bluebird bio, Inc.PTC Therapeutics, Inc.
bluebird bio, Inc.Blueprint Medicines CorporationRadius Health, Inc.
Blueprint Medicines CorporationCoherus BioSciences, Inc.Supernus Pharmaceuticals, Inc.
Coherus BioSciences, Inc.United Therapeutics Corporation
Corcept Therapeutics Incorporated
Vanda Pharmaceuticals, Inc.

Tax and Accounting Considerations

While our compensation and HR committee generally considersmay consider the tax and accounting implications of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our named executive officers in 2019.

2021.

Executive Compensation Risk Assessment

Our compensation and HR committee engaged Aon to conduct a formal compensation risk assessment in December 2021. The compensation and HR committee then reviewed our 20192021 compensation policies as generally applicable to our employees and believesdetermined that our policies did not encourage excessive and unnecessary risk-taking, and that the level of risk that they did encourage was not reasonably likely to have a material adverse effect on Ironwood. Our compensation and HR committee considered the following, among other factors, in reviewing our compensation policies related to 20192021 compensation:


our use of different types of compensation vehicles provided a balance of long and short-term incentives with fixed and variable components;

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    we granted equity-based awards with time-based vesting, which encouraged participants to look to long-term appreciation in equity values;


our annual bonus determinations for each employee were dependent on achievement of a diverse set of company-level goals, which we believe promoted long-term value; and


our system of internal control over financial reporting and code of business conduct and ethics, among other things, reduced the likelihood of manipulation of our financial performance to enhance payments under any of our incentive plans.

20202022 Proxy Statement   4953



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GRAPHICCompensation Committee Report
We have:
1.
reviewed and discussed with management the Compensation Discussion and Analysis found herein; and

2.
based on the review and discussions referred to in paragraph (1) above, we recommended to the board of directors that the Compensation Discussion and Analysis be included in the company’s proxy statement on Schedule 14A for filing with the SEC.
By the Compensation and HR Committee,
Andrew Dreyfus, Chair
Jon Duane
Marla Kessler

Compensation Tables


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Compensation Tables
Summary Compensation Table

The following table sets forth information regarding the compensation paid or accrued to, or earned by, each of our named executive officers during the years ended December 31, 2021, 2020 and 2019, 2018 and 2017.

Name and Principal Position*

  Year  Salary
($)
  Bonus
($)
  Stock
Awards
($)(1)
  Option
Awards
($)(1)(2)
  Non-Equity
Incentive Plan
Compensation
($)(3)
  All Other
Compensation
($)(4)
  Total
($)
 

Mark Mallon

 2019 750,000 880,000(5)3,692,810(6)3,804,331(7)797,063 144,596 10,068,800 

Chief Executive Officer

 2018        

 2017        

Gina Consylman

  2019  480,000  250,000(8) 1,467,731(9) 888,546  358,800  8,502  3,453,579 

Chief Financial Officer and

  2018  415,000    782,385  501,764  207,500  8,040  1,914,688 

Senior Vice President

  2017  334,263    440,213    185,000  8,040  967,516 

Halley E. Gilbert

 2019 480,000 250,000(8)1,467,731(9)888,546 340,080 8,502 3,434,859 

Former Chief Administrative Officer and

 2018 460,000  740,610 463,722 230,000 33,425 1,927,757 

Senior Vice President, Corporate Development

 2017 440,000  670,800 619,728 195,000 8,040 1,933,568 

Thomas A. McCourt

  2019  511,250(10)   1,760,143(11) 2,370,159  454,272  8,502  5,104,326 

President

  2018  465,000    549,641  869,479  232,500  34,002  2,150,622 

  2017  450,000    440,212  1,220,089  191,000  8,040  2,309,341 

Peter M. Hecht, Ph.D.

 2019 25,000(12)  6,127,900  6,589 6,159,489 

Former Chief Executive Officer

 2018 100,000 1,192,500  3,842,268  25,348 5,160,116 

 2017 100,000   5,887,416  8,040 5,995,456 

Mark G. Currie, Ph.D.

  2019  125,000(13)   286,306(14) 3,676,740    44,088  4,132,134 

Former Senior Vice President,

  2018  485,000    231,360  1,424,289  242,500  62,271  2,445,420 

Chief Scientific Officer and President of R&D

  2017  470,000      1,936,650  210,000  8,040  2,624,690 

* Mr. Mallon joinedas applicable (or such shorter period of the company in 2019. Ms. Gilbert was a named executive officer in 2017 but was not a named executive officer in 2018. Ms. Gilbertofficer’s service).

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Name and Principal Position*Year
Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)
Option
Awards
($)(2)
Non-Equity
Incentive
Plan 
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Thomas McCourt
Chief Executive Officer
2021732,053143,300(5)7,236,498(7)680,06318,0908,810,004
2020576,1202,465,327357,40911,0403,409,896
2019511,2501,760,1432,370,159454,2728,5025,104,327
Sravan Emany
Senior Vice President, Chief
Financial Officer
202128,846200,000(6)2,300,100(8)462,528,992
2020
2019
John Minardo
Senior Vice President, Chief
Legal Officer and Secretary
2021191,827250,000(6)2,595,002(9)105,0376,4273,148,293
2020
2019
Jason Rickard
Senior Vice President, Chief
Operating Officer
2021492,589121,050(5)2,519,901(10)327,60018,0903,479,230
2020473,3141,479,191258,33811,0402,221,883
2019
Michael Shetzline
Senior Vice President, Chief
Medical Officer, and Head
of Research and Drug
Development
2021483,447121,000(5)1,727,931(11)285,40518,0902,635,873
2020464,681100,0001,121,001194,58811,0401,891,310
2019
Mark Mallon
Former Chief Executive Officer
2021163,4137,163170,576
2020801,1735,423,731585,16911,0406,821,113
2019750,000880,0003,692,8103,804,331797,063144,59610,068,800
Gina Consylman
Former Senior Vice President, Chief Financial Officer
2021264,265(5)2,519,901(12)8,7142,792,880
2020512,7511,676,402264,65211,0402,464,845
2019480,000250,0001,467,731888,546358,8008,5023,453,579
*
Mr. Mallon resigned from the company effective on March 12, 2021. In connection therewith, Mr. McCourt became the company’s interim chief executive officer in Februaryaddition to his role as the company’s president until appointment as permanent chief executive officer in June 2021. Messrs. Minardo and Emany joined the company in August 2021 and December 2021, respectively, and were therefore not named executive officers in 2019 or 2020. Drs. HechtMs. Consylman resigned from the company effective on July 2, 2021. Mr. Rickard and Currie transitioned to CyclerionDr. Shetzline became executive officers in April 20192020, and consequently were not named executive officers in connection with the Separation. Also2019.
(1)
Salaries reported for 2021 and 2020 reflect amounts actually paid in connection with the Separation in April 2019, Dr. Currie joined our board of directors.

2021 and 2020, respectively (as opposed to annual base salary rates). Fiscal year 2020 included one more pay date than fiscal years 2021 and 2019.

(1)  For 2019, reflects(2)
Reflects the fair value of time-based RSU, RSAs,PSU and stock option awards on the date of grant calculated in accordance with Financial Accounting Standards Board issued Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC 718. For a discussion of the assumptions used in the valuation of awards made in 2019,2021, see Note 1513 to our consolidated financial statements for the year ended December 31, 20192021 included in our Annual Report on Form 10-K that we filed with the SEC on February 13, 2020.18, 2022. All values reported exclude the effects of potential forfeitures. Unless otherwise noted, reflectsWith respect to PSUs granted to the named executive officers in 2021, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions associated with such awards (target) at the date of grant. Assuming the maximum level of performance (200%) is achieved, the aggregate grant date fair value of RSUs awardedthe PSUs granted in January 2019 in connection with annual equity awards.

(2)  Unless otherwise noted, reflects the fair value2021 is as follows: $2,221,737 for Ms. Consylman, $7,129,448 for Mr. McCourt, $2,697,000 for Mr. Emany, $3,069,671 for Mr. Minardo, $2,221,737 for Mr. Rickard, and $1,523,478 for Dr. Shetzline. Mr. Mallon and Ms. Consylman forfeited their unvested RSU, PSU and stock option awards upon each individual voluntary termination of stock options awarded in January 2019 in connection with annual equity awards.

their employment effective March 12, 2021 and July 2, 2021, respectively.

(3)
Consists of payments made under our annual cash bonus program in 20202022 for performance in 2019,2021, as described elsewhere in this proxy statement under the captionAnnual Cash BonusIncentive Program for 2021 Performance.


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(4)
For each executive officer, $6,000 of such amount consists of matching contributions made under our 401(k) plan, as well as an amount attributable to a transportation stipend (except for Messrs. Emany and Minardo, who reside outside Massachusetts and neighboring states and thus are not eligible for such stipend) and a fitness stipend. ForThe 401(k) matching contributions for each named executive officer are as follows: $6,000 for Mr. Mallon, such amount includes $99,036 that he received$6,000 for relocation expensesMs. Consylman, $13,050 for Mr. McCourt, $0 for Mr. Emany, $6,173 for Mr. Minardo, $13,050 for Mr. Rickard, and $13,050 for Dr. Shetzline.
(5)
Reflects the 50% portion of the cash retention bonus paid in 2021, pursuant to his new hire arrangementa cash retention program approved in March 2021, as described elsewhere in this proxy statement under the caption 2021 Retention Awards, whereby 50% of the cash retention bonus was paid in September 2021 and intended50% of the cash retention bonus is payable in June 2022, subject to facilitate his transition to the Boston, Massachusetts area, as well as $37,137 that he received during the year for reimbursement of taxes owed on this relocation allowance. For Dr. Currie, such amount includes $37,500 for his service on our board of directors from April 1, 2019 through December 31, 2019.

(5)  continued employment. Ms. Consylman forfeited her cash retention award totaling $254,700 upon her voluntary termination effective July 2, 2021.

(6)
Reflects the sign-on bonusbonuses paid to Messrs. Minardo and Emany during 2021 in connection with the commencement of their employment in August 2021 and December 2021, respectively.
(7)
Includes the aggregate grant date fair value of (a) 145,631 RSUs and 144,927 PSUs awarded to Mr. MallonMcCourt in January 2019February 2021 and March 2021, respectively, in connection with annual equity awards; (b) 96,638 RSUs awarded to Mr. McCourt in March 2021 in connection with the retention awards as described elsewhere in this proxy statement under the caption 2021 Retention Awards; and (c) 104,690 RSUs and 104,690 PSUs awarded to Mr. McCourt in June 2021 in connection with his appointment as chief executive officer of the company.
(8)
Includes the aggregate grant date fair value of 85,000 RSUs and 85,000 PSUs awarded to Mr. Emany in December 2021 in connection with the commencement of his employment in January 2019.

(6)  December 2021.

(9)
Includes the aggregate grant date fair value of (a) 93,03679,892 RSUs and 79,981 PSUs awarded to Mr. MallonMinardo in January 2019August 2021 in connection with the commencement of his employment in January 2019 and (b) 206,873 RSUs awarded to Mr. Mallon in April 2019 in connection with his promotion to chief executive officer upon completion ofAugust 2021.
(10)
Includes the Separation.

(7)  Includes theaggregate grant date fair value of (a) 171,526 stock options84,951 RSUs and 84,541 PSUs awarded to Mr. MallonRickard in January 2019 in connection with the commencement of his employment in January 2019February 2021 and (b) 423,049 stock options awarded to Mr. Mallon in April 2019 in connection with his promotion to chief executive officer upon completion of the Separation.

50    Ironwood


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GRAPHIC

(8)  Reflects a special bonus awarded to Ms. Consylman and Ms. Gilbert in May 2019 in recognition of their significant contributions to and performance in connection with the Separation, and with respect to Ms. Gilbert, her expanded role overseeing our corporate development function.

(9)  Includes the fair value of (a) 72,500 RSUs awarded to each of Ms. Consylman and Ms. Gilbert in January 2019March 2021, respectively, in connection with annual equity awards and (b) 41,15056,372 RSUs awarded to each of Ms. Consylman and Ms. GilbertMr. Rickard in December 2019March 2021 in connection with a retention award as a special retention award.

(10)  Reflects Mr. McCourt's pro-rated salary of $485,000 fordescribed elsewhere in this proxy statement under the period January 1, 2019 through March 31, 2019 during which time he served as our senior vice president, marketing and sales, and chief commercial officer, and his pro-rated salary of $520,000 forcaption 2021 Retention Awards.

(11)
Includes the period April 1, 2019 through December 31, 2019 during which time he served as our president.

(11)  Includes theaggregate grant date fair value of (a) 22,85258,252 RSUs and 57,971 PSUs awarded to Dr. Shetzline in February 2021 and March 2021, respectively, in connection with annual equity awards and (b) 38,655 RSUs awarded to Mr. McCourtDr. Shetzline in May 2019March 2021 in connection with his promotion to president and (b) 115,220 RSUs awarded to Mr. McCourta retention award as described elsewhere in December 2019 as a special retention award.

(12)  Reflectsthis proxy statement under the pro-rated portion of Dr. Hecht's $100,000 annual salary, which was paid forcaption 2021 Retention Awards.

(12)
Includes the period January 1, 2019 through March 31, 2019, during which he served as our chief executive officer.

(13)  Reflects the pro-rated portion of Dr. Currie's $500,000 annual salary, which was paid for the period January 1, 2019 through March 31, 2019, during which he served as our senior vice president, chief scientific officer and president of R&D.

(14)  Includes theaggregate grant date fair value of (a) 2,995 RSAs84,951 RSUs and 84,541 PSUs awarded to Dr. CurrieMs. Consylman in April 2019February 2021 and March 2021, respectively, in connection with his service on our board of directors between April 1, 2019 and the 2019 annual meeting of stockholdersequity awards and (b) 22,706 RSAs56,372 RSUs awarded to Dr. CurrieMs. Consylman in May 2019March 2021 in connection with his service on our boardthe retention awards as described elsewhere in this proxy statement under the caption 2021 Retention Awards. Ms. Consylman forfeited her RSUretention award upon her voluntary termination of directors from the date of our 2019 annual meeting of stockholders to the date of our 2020 annual meeting of stockholders.

her employment effective July 2, 2021.


56   Ironwood

[MISSING IMAGE: img2022-smhdrt_greenorange.jpg]
Grants of Plan-Based Awards

The following table sets forth information regarding non-equity and equity awards granted to each of our named executive officers during the year ended December 31, 2019.2021. All non-equity incentive plan awards were made pursuant to our cash bonus program described in more detail elsewhere in this proxy statement under the captionAnnual Cash BonusIncentive Program for 2021 Performance.

We granted annual RSUs and stock option awardsPSUs to our named executive officers, other thanMessrs. McCourt and Rickard, Ms. Consylman and Dr. Shetzline in February 2021 and March 2021, and retention RSUs in March 2021. Mr. Mallon, in January 2019 in recognition of performance in 2018. In addition, weMcCourt was granted Mr. Mallonadditional RSU and stock optionPSU awards in connection with the commencementhis appointment as our chief executive officer in June 2021. Mr. Mallon did not receive equity grants in 2021 because he had provided notice of his employment withintent to resign from the company in January 2019at the time equity awards were granted. Messrs. Minardo and Emany were granted RSU and PSU awards in connection with his becomingtheir appointments as senior vice president, chief executivelegal officer upon the completion of the Separation in April 2019. We also granted Mr. McCourt a stock option award in connection with his promotion toAugust 2021, and senior vice president, upon the completion of the Separation in April 2019. In addition, Mses. Consylman and Gilbert and Mr. McCourt were granted special RSU retention awardschief financial officer in December 2019. We granted Dr. Currie RSAs in connection with his joining our board of directors upon completion of the Separation in April 2019 and for his service on our board of directors from the date of our 2019 annual meeting of stockholders to the date of our 2020 annual meeting of stockholders.

2021, respectively.

All RSUs and PSUs granted in 2019 represent2021 represented the right to receive shares of our Class A common stock all RSAs granted in 2019 are awardsupon the vesting of our Class A common stock that are subject to restrictions, and all stock options granted in 2019 consist of options to purchase shares of our Class A common stock with an exercise price equal to the fair market value of our Class A common stock on the date of grant. Equity awards granted in 2019 before our 2019 annual meeting of stockholders were granted under our 2010 Plan and equity awards granted in 2019 after our 2019 annual meeting of stockholders were granted under our 2019 Plan.such awards. The vesting schedule of each RSA, RSU and stock optionsuch award included in the following table is described in the footnotes to theIronwood Outstanding Equity Awards at Fiscal Year-End table.

Information presented in this table relating to grants made prior to the date of the Separation has not been adjusted for the impact of the Separation. For information on the impact of the Separation on grants made prior to the date of the Separation, please refer to the footnotes that follow this table. For additional information on adjustments made to

[MISSING IMAGE: tm223551d1-hd_thbluegreen4c.jpg]
NameGrant Date
Compensation
and HR
Committee
Approval Date
(if different
than Grant
Date)
Estimated
Future Payouts
Under Non-Equity
Incentive Plan 
Awards(1)
Target ($)
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)(#)
All Other
Stock Awards:
Number of
Shares of
Stock or
Units
(#)(3)
Grant Date
Fair Value of
Stock Awards
($)(4)
ThresholdTargetMaximum
Thomas McCourt2/22/2021145,631$1,363,106
3/26/202172,464144,927289,854$1,904,341
3/26/2021(5)96,638$1,052,388
6/7/2021104,690$1,256,280
6/7/202152,345104,690209,380$1,660,383
581,250
Sravan Emany12/2/2021(6)11/24/202185,000$951,150
12/2/2021(6)11/24/202142,50085,000170,000$1,348,950
John Minardo8/2/2021(7)7/20/202179,892$1,060,167
8/2/2021(7)7/20/202139,99179,981159,962$1,534,835
89,014
Jason Rickard2/22/202184,951$795,141
3/26/202142,27184,541169,082$1,110,869
3/26/2021(5)56,372$613,891
250,000
Michael Shetzline2/22/202158,252$545,239
3/26/202128,98657,971115,942$761,739
3/26/2021(5)38,655$420,953
193,600
Gina Consylman2/22/202184,951$795,141
3/26/202142,27184,541169,082$1,110,869
3/26/2021(5)56,372$613,891
254,700

2020  Proxy Statement    51


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GRAPHIC(1)

outstanding equity awards in connection with the Separation, please seeCompensation Discussion and Analysis—Equity Impact of the Separation, elsewhere in this proxy statement.

Name

  Grant Date  Compensation
and HR
Committee
Approval Date
(if different than
Grant Date)
  Estimated
Future Payouts
Under Non-
Equity Incentive
Plan Awards(1)
Target ($)
  All Other
Stock Awards:
Number of
Shares of
Stock or
Units (#)*
  All Other
Option Awards:
Number of
Securities
Underlying
Options (#)
  Exercise or
Base Price
of Option
Awards
($/Sh)
  Grant Date Fair
Value of Stock
and Option
Awards ($)(2)
 

Mark Mallon

 1/9/2019(3)1/3/2019  93,036(4)  1,146,204 

 1/9/2019(3)1/3/2019   171,526(5)12.32 999,516 

 4/1/2019(6)3/29/2019  206,873   2,546,607 

 4/1/2019(6)3/29/2019   423,049 14.02 2,804,815 

   562,500     

Gina Consylman

  1/29/2019  1/22/2019    72,500(7)     935,250 

  1/29/2019  1/22/2019      145,000(8) 12.90  888,546 

  12/16/2019(9) 12/16/2019    41,150      532,481 

      240,000         

Halley E. Gilbert

 1/29/2019 1/22/2019  72,500(7)  935,250 

 1/29/2019 1/22/2019   145,000(8)12.90 888,546 

 12/16/2019(9)12/16/2019  41,150   532,481 

   240,000     

Thomas A. McCourt

  1/29/2019  1/22/2019      345,000(10) 12.90  2,114,126 

  5/1/2019(11)     22,852      269,197 

  5/1/2019(11)       45,704  11.78  256,034 

  12/16/2019(9) 12/16/2019    115,220      1,490,947 

      312,000         

Peter M. Hecht, Ph.D

 1/29/2019 1/22/2019   1,000,000(12)12.90 6,127,900 

   50,000     

Mark G. Currie, Ph.D

  1/29/2019  1/22/2019      600,000(13) 12.90  3,676,740 

  4/1/2019      2,995(14)     41,990 

  5/29/2019      22,706(14)     244,317 

      250,000         

* Unless otherwise noted, all stock awards listed in the "All Other Stock Awards: Number of Shares of Stock or Units (#)" column are RSUs.

(1)  Consists of the target cash bonus paymentamount for 20192021 performance under our cash bonus program. As described in more detail elsewhere in this proxy statement under the caption2021 Cash Bonus, in 2019,2021, Mr. MallonMcCourt had an individual bonus target percentage of 75% of his base salary (which percentage was increased from 60% in connection with his appointment as chief executive officer in June 2021), Mr. Minardo had an individual bonus target percentage of 45% of his base salary (prorated for the portion of the year that he was employed), Mr. Rickard had an individual bonus target percentage of 50% of his base salary, and Dr. Shetzline had an individual bonus target percentage of 40% of his base salary. However, for the purpose of determining Dr. Shetzline’s 2021 bonus in March 2022, our compensation and HR committee used a bonus target percentage of 45%, as discussed elsewhere in the proxy statement under the caption Annual Cash Incentive Program for 2021 Performance. Mr. Emany was not eligible for a target cash bonus payment due to the substantial completion of fiscal year 2021 when he joined Ironwood in December 2021. 70% of which wasbonuses awarded for performance in 2021 were tied solely to the achievement of our corporate goals for 2019 (which was not determined as of December 31, 2019)2021, and 30% of which wasbonuses awarded were tied to the achievement of corporate and individual performance goals (the range of which was not determined as of December 31, 2019).goals. In determining


2022 Proxy Statement   57

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Mr. Mallon'sMcCourt’s cash bonus for 2019,2021, the compensation and HR committeeboard equated Mr. Mallon'sMcCourt’s individual performance with that of the company overall. Mses. Consylman and Gilbert had an individual bonus target of 50% of their respective base salaries, 70% of which was tied solely to the achievement of our corporate goals for 2019 (which was not determined as of December 31, 2019) and 30% of which was tied to the achievement of corporate and individual performance goals (the range of which was not determined as of December 31, 2019). Mr. McCourt had an individual bonus target of 60% of his base salary (which percentage was increased from 50% in connection with his promotion to president in May 2019), 70% of which was tied solely to the achievement of our corporate goals for 2019 (which was not determined as of December 31, 2019) and 30% of which was tied to the achievement of corporate and individual performance goals (the range of which was not determined as of December 31, 2019).company’s performance. Actual bonus payments for 20192021 performance are set forth in theSummary Compensation Table elsewhere in this proxy statement.

Dr. Hecht's bonus, with an individual bonus

(2)
Awards listed in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column are PSUs, and represent threshold, target and maximum potential future payouts under the PSUs granted to each of 50% of his base salary, wasour named executive officers in 2021. The PSUs are eligible to be determined primarilyvest based on the achievement of our corporate goals. Dr. Currie had an individual bonus targetthe rTSR performance goal over a three-year performance period, as described elsewhere under the caption 2021 Long-Term Equity Awards in the Compensation Discussion & Analysis above.
(3)
Stock awards listed in the “All Other Stock Awards: Number of 50%Shares of his base salary, 70% of which was tied solely to the achievement of our corporate goals for 2019 (which was not determined as of December 31, 2019) and 30% of which was tied to the achievement of corporate and individual performance goals (the range of which was not determined as of December 31, 2019). Neither Dr. Hecht nor Dr. Currie received a bonus payment for 2019 performance because they transitioned to Cyclerion in connection with the Separation and, as a result, were not employed by Ironwood on the date in 2020 on which bonus payments for 2019 performance were made.

Stock or Units (#)” column are RSUs.

(2)  (4)
Reflects the fair value of time-based RSU RSA and stock optionPSU awards on the date of grant calculated in accordance with ASC 718, excluding the effects of potential forfeitures.forfeitures, with the grant date fair value of PSUs determined based on the probable outcome of the performance conditions (target) associated with such awards on the grant date. For a discussion of the assumptions used in the valuation of the time-based RSU RSA and stock optionPSU awards granted to our named executive officers in 2019,2021, see footnote 12 to theSummary Compensation Table elsewhere in this proxy statement.

(5)


52    Ironwood


TableReflects RSUs awarded to each of Contents

GRAPHICMs. Consylman, Mr. McCourt, Mr. Rickard, and Dr. Shetzline as a special retention award in March 2021.
(6)

(3)  AwardedReflects RSUs and PSUs awarded to Mr. MallonEmany in connection with his joining the companyappointment as senior vice president, chief financial officer in January 2019.

(4)  As of the date of the Separation, 93,036December 2021.

(7)
Reflects RSUs were unvested. Unvested RSUs held as of the date of the Separation were converted into 104,536 unvested Ironwood RSUs.

(5)  As of the date of the Separation, no stock options were vested and 171,526 stock options were unvested. Unvested stock options held as of the date of the Separation were converted into 192,729 unvested Ironwood stock options with an exercise price of $10.97.

(6)  AwardedPSUs awarded to Mr. MallonMinardo in connection with his becomingappointment as senior vice president, chief executivelegal officer in connection with the Separation in April 2019.

(7)  As of the date of the Separation, 72,500 RSUs were unvested. Unvested RSUs held as of the date of the Separation were converted into 81,462 unvested Ironwood RSUs.

(8)  As of the date of the Separation, 9,062 stock options were vested and 135,938 stock options were unvested. Vested stock options held as of the date of the Separation were converted into 9,062 vested Ironwood stock options with an exercise price of $11.49 and 906 vested Cyclerion stock options with an exercise price of $14.21. Unvested stock options held as of the date of the Separation were converted into 152,742 unvested Ironwood stock options with an exercise price of $11.49.

(9)  Awarded as a special RSU retention award in December 2019.

(10)  As of the date of the Separation, 21,562 stock options were vested and 323,438 stock options were unvested. Vested stock options held as of the date of the Separation were converted into 21,562 vested Ironwood stock options with an exercise price of $11.49 and 2,156 vested Cyclerion stock options with an exercise price of $14.21. Unvested stock options held as of the date of the Separation were converted into 363,420 unvested Ironwood stock options with an exercise price of $11.49.

(11)  Awarded to Mr. McCourt in connection with his promotion to president in April 2019.

(12)  As of the date of the Separation, 62,500 stock options were vested and 937,500 stock options were unvested. Vested stock options held as of the date of the Separation were converted into 62,500 vested Ironwood stock options with an exercise price of $11.49 and 6,250 vested Cyclerion stock options with an exercise price of $14.21. Unvested stock options held as of the date of the Separation were converted into 851,580 unvested Cyclerion stock options with an exercise price of $14.21.

(13)  As of the date of the Separation, 37,500 stock options were vested and 562,500 stock options were unvested. Vested stock options held as of the date of the Separation were converted into 37,500 Ironwood stock options with an exercise price of $11.49 and 3,750 Cyclerion stock options with an exercise price of $14.21. Unvested stock options held as of the date of the Separation were converted into 510,948 unvested Cyclerion stock options with an exercise price of $14.21.

(14)  Reflects RSAs received as compensation for service on our board of directors.

August 2021.

2020  Proxy Statement    53


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GRAPHIC58   Ironwood

Outstanding Equity Awards at Fiscal Year-End

As described elsewhere in thisour proxy statement underrelating to our 2021 annual meeting of stockholders, filed with the captionCompensation Discussion and Analysis—Equity Impact of the Separation,SEC on April 22, 2021, portions of certain Ironwood equity awards were converted into Cyclerion equity awards in connection with the Separation.Separation and are subject to substantially the same terms and conditions as were applicable to the Ironwood equity awards prior to the distribution. The following tables set forth information regarding outstanding Ironwood and Cyclerion equity awards held by each of our named executive officers on December 31, 2019,2021, the last day of our last fiscal year. Information presented has been adjusted, as necessary, to reflect the impact of the Separation. As of this date, neither Mr. Mallon nor Ms. Consylman held any Ironwood equity awards. The Cyclerion equity awards were granted to Ms. Consylman and Messrs. McCourt and Rickard in connection with the Separation. Ms. Consylman did not hold any Cyclerion equity awards as of December 31, 2021. None of our other named executive officers hold any Cyclerion equity awards.

Ironwood Equity Awards at Fiscal Year-End

[MISSING IMAGE: tm223551d1-hd_thbluegreen4c.jpg]
Option AwardsStock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan 
Awards:
Number of
Securities
Underlying
Unearned
Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares of
Units of
Stock That
Have Not
Vested (#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(1)
Equity
Incentive
Plan 
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)
Equity
Incentive
Plan 
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)
Thomas McCourt95,97113.112/1/2022(2)
110,96211.652/1/2023(2)
80,50412.563/3/2024(3)
97,50013.913/16/2025(3)
179,0569.123/1/2026(3)
166,01814.932/27/2027(3)
139,3313,07312.952/21/2028(3)
279,994104,98811.491/29/2029(3)
29,51716,18711.785/1/2029(3)
96,638(4)1,126,799
66,988(5)781,080
267,890(6)3,123,597
60,290(7)702,98130,145(8)351,491
249,617(9)2,910,534
Sravan Emany85,000(6)991,100
85,000(9)991,100
John Minardo79,892(6)931,541
79,981(9)932,578
Jason Rickard18,04111.652/1/2023(3)
7,75411.766/10/2023(3)
10,3099.6612/16/2023(3)
40,83412.0211/3/2024(3)
11,23613.112/1/2022(10)
2,00013.112/1/2022(11)
15,55013.913/16/2025(3)
6,0469.799/1/2025(3)
17,9569.123/1/2026(3)
60,46222,67111.491/29/2029(3)
8,8544,85711.785/1/2029(3)
56,372(4)657,298
40,193(5)468,650
116,958(6)1,363,730
36,174(7)421,78918,087(8)170,971
84,541(9)985,748

 Option Awards  Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
  Option
Exercise
Price ($)
  Option
Expiration
Date
  Number of
Shares of
Units of
Stock That
Have Not
Vested (#)(1)
  Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(2)
 

Mark Mallon

  192,729 10.97 1/9/2029(3)  

  423,049 14.02 4/1/2029(3)  

     311,409 4,144,854 

Gina Consylman

  43,563    13.78  7/1/2024(3)      

  8,500    13.91  3/16/2025(4)      

  5,077    10.20  9/16/2025(4)      

  29,993  702  9.12  3/1/2026(4)      

  8,161  8,075  13.60  1/2/2028(4)      

  29,986  35,113  12.95  2/21/2028(4)      

  36,216  125,588  11.49  1/29/2029(4)      

          174,014(6) 2,316,126 

Halley E. Gilbert

 60,000  10.02 2/2/2020(5)  

 60,000  9.89 2/1/2021(5)  

 30,000  10.53 12/12/2021(5)  

 45,000  13.11 2/1/2022(5)  

 30,000  11.65 2/1/2023(5)  

 25,000  10.25 12/2/2023(5)  

 65,000  12.56 3/3/2024(4)  

 57,500  13.91 3/16/2025(4)  

 64,984 1,522 9.12 3/1/2026(4)  

 59,982 24,344 14.93 2/27/2027(4)  

 34,986 40,963 12.95 2/21/2028(4)  

 36,216 125,588 11.49 1/29/2029(4)  

     183,707(7)2,445,140 

Thomas A. McCourt

  20,000    10.02  2/2/2020(5)      

  99,988    9.89  2/1/2021(5)      

  95,971    13.11  2/1/2022(5)      

  110,962    11.65  2/1/2023(5)      

  80,504    12.56  3/3/2024(4)      

  97,500    13.91  3/16/2025(4)      

  174,959  4,097  9.12  3/1/2026(4)      

  118,089  47,929  14.93  2/27/2027(4)      

  65,595  76,809  12.95  2/21/2028(4)      

  86,170  298,812  11.49  1/29/2029(4)      

  6,665  39,039  11.78  5/1/2029(4)      

          171,252(8) 2,279,364 

54    Ironwood


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GRAPHIC2022 Proxy Statement   59


[MISSING IMAGE: img2022-smhdleft_bluegreen.jpg]

 Option Awards  Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 Option
Exercise
Price ($)
 Option
Expiration
Date
 Number of
Shares of
Units of
Stock That
Have Not
Vested (#)(1)
 Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(2)
 

Peter M. Hecht, Ph.D.

 125,000  10.02 2/2/2020(5)  

 130,980  9.89 2/1/2021(5)  Option AwardsStock Awards

 292,467  13.11 2/1/2022(5)  Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan 
Awards:
Number of
Securities
Underlying
Unearned
Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares of
Units of
Stock That
Have Not
Vested (#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(1)
Equity
Incentive
Plan 
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)
Equity
Incentive
Plan 
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)

 367,355  11.65 2/1/2023(5)  
Michael Shetzline,
M.D., Ph.D.
67,59225,10613.19
3/1/
2029(12)

 318,229  12.56 3/3/2024(4)  38,655(4)450,717

 565,000  13.91 3/16/2025(4)  32,583(5)      379,918

 723,125  9.12 3/1/2026(4)  65,976(6)769,280

 427,500  14.93 2/27/2027(4)  29,326(7)341,94114,663(8)170,971

 181,250  12.95 2/21/2028(4)  57,971(9)675,942

 62,500  11.49 1/29/2029(5)  

       

Mark G. Currie, Ph.D.

 8,888  10.02 2/2/2020(5)     

 101,971  13.11 2/1/2022(5)     

 190,383  11.65 2/1/2023(5)     

 83,229  12.56 3/3/2024(4)     

 131,250  13.91 3/16/2025(4)     

 25,000  13.91 3/16/2025(9)     

 107,707  9.12 3/1/2026(4)     

 140,625  14.93 2/27/2027(4)     

 67,187  12.95 2/21/2028(4)     

 37,500  11.49 1/29/2029(4)     

     22,706(10) 302,217 

(1)  Unless otherwise indicated, awards in this column reflect RSUs that vest over four years as to 25% of the award on each approximate anniversary of the grant thereof.

(2)  

Market value is calculated by multiplying the number of RSUs or RSAsPSUs that have not vested by the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2019,2021, which was $13.31.

$11.66.

(2)
The options vested as to 1.25% on each monthly anniversary of the vesting commencement date for the first 36 months, and as to 4.5833% of the award on each monthly anniversary thereafter, generally subject to the executive’s continued employment with the company on the applicable vesting date.
(3)
The options vest as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, generally subject to the executive’s continued employment with the company on the applicable vesting date
(4)
RSUs vest over two years as to 50% of the award on each approximate anniversary of the grant thereof, generally subject to continued employment with the company on the applicable vesting date.
(5)
RSUs vest over three years as to 33.3% of the award on each approximate anniversary of the grant thereof, generally subject to continued employment with the company on the applicable vesting date.
(6)
RSUs vest over four years as to 25% of the award on each approximate anniversary of the grant thereof, generally subject to continued employment with the company on the applicable vesting date.
(7)
The Adjusted EBITDA PSUs vest over a two-year period based on the achievement of the Adjusted EBITDA performance metrics discussed elsewhere in this proxy statement under the caption 2020 Adjusted EBITDA PSUs Payout. The number of shares reported herein assumes maximum performance for the Adjusted EBITDA PSUs in accordance with SEC requirements. The payout for the Adjusted EBITDA PSUs, which was certified by the compensation and HR committee on January 19, 2022, was 200% of the target number of PSUs.
(8)
The NDA Acceptance PSUs and the 2020 rTSR PSUs vest over a three-year period based on the achievement of the performance metrics discussed elsewhere in this proxy statement under the caption 2020 Adjusted EBITDA PSUs Payout. The number of shares reported in this column assumes, in accordance with SEC requirements, that the NDA Acceptance PSUs target was not achieved, and target performance for the 2020 rTSR PSUs. Actual payouts for these PSUs could range from 0% to 200% of the target number of PSUs subject to an award based on actual performance results. These PSUs also have a service-based vesting condition that generally will be satisfied by continued employment with the company through the last day of the applicable performance period. For a discussion of the treatment of PSUs following certain terminations of employment and/or a change of control of Ironwood, please see Named Executive Officer Severance Arrangements andBenefits in the Event of a Change of Control elsewhere in this proxy statement.
(9)
The 2021 rTSR PSUs vest over a three-year period based on the achievement of the performance metrics discussed elsewhere in this proxy statement under the caption 2021 Equity Awards. The number of shares reported in this column assumes target performance for the 2021 rTSR PSUs in accordance with SEC requirements. Actual payouts for these PSUs could range from 0% to 200% of the target number of PSUs subject to an award based on actual performance results. The 2021 rTSR PSUs also have a service-based vesting condition that generally will be satisfied by continued employment with the company through the last day of the applicable performance period. For a discussion of the treatment of PSUs following certain terminations of employment and/or a change of control of Ironwood, please see Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control elsewhere in this proxy statement.
(10)
The option vests upon global pharmaceutical product net sales (including partnered or licensed product revenue) exceeding $1 billion. On January 19, 2022, the option vested upon the attainment of the performance metric, as certified by the compensation and HR committee.
(11)
This option vested upon the acceptance by the U.S. FDA of an NDA for DUZALLO® (lesinurad).
(12)
The options vest as to 25% of the shares on the first anniversary of the vesting commencement date and 1/48th of the shares each month thereafter for the next 36 months, generally subject to the executive'sexecutive’s continued employment with the company on the applicable vesting date.

(4)  The options vest as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, generally subject to the executive's continued employment with the company on the applicable vesting date, until fully vested.

(5)  The options vest as to 1.25% on each monthly anniversary of the vesting commencement date for the first 36 months, and as to 4.5833% of the award on each monthly anniversary thereafter until fully vested, generally subject to the executive's continued employment with the company on the applicable vesting date.

(6)  Includes 41,150 RSUs held by Ms. Consylman, which vest in full on November 18, 2021, subject to continued employment with the company on the applicable vesting date.

(7)  Includes 41,150 RSUs that were awarded to Ms. Gilbert, which were to vest in full on November 18, 2021, but were terminated in their entirety in connection with Ms. Gilbert's resignation from the company effective February 2020.

(8)  Includes 115,220 RSUs held by Mr. McCourt, which vest in full on November 18, 2021, subject to continued employment with the company on the applicable vesting date.

(9)  The option vested as to 25,000 shares upon the first-dosing in the first clinical study of the next phase following achievement of proof of concept for the first internally derived or externally accessed product (other than linaclotide) qualified by our compensation and HR committee as targeting a new indication, category or market.

(10)  The RSAs vest as to 100% of the shares on the date immediately preceding the 2020 annual meeting of stockholders, subject to continued service as a director on the vesting date.


60   Ironwood

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Cyclerion Equity Awards at Fiscal Year-End

The Cyclerion equity awards reflected in the following table were granted in connection with the Separation. Each Ironwood equity award that was converted into a Cyclerion equity award is subject to substantially the same terms and vesting conditions as were applicable to the Ironwood equity awards prior to the distribution. The following table does

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Number of Securities Underlying
Unexercised Options Exercisable
Option
Exercise Price ($)
Option
Expiration Date
Thomas McCourt8,71316.212/1/2022
10,22114.402/1/2023
7,59115.543/3/2024
9,75017.203/16/2025
14,21811.283/1/2026
8,85918.472/27/2027
4,10116.022/21/2028
2,15614.211/29/2029
Jason Rickard20016.212/1/2022
85714.402/1/2023
54314.556/10/2023
75011.9512/16/2023
3,32414.8711/3/2024
1,55517.203/16/2025
56212.119/1/2025
1,42511.283/1/2026
46514.211/29/2029

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not include any Cyclerion equity awards that may have been granted by Cyclerion to Drs. Hecht and Currie following the Separation.


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Name

  Number of Securities
Underlying Unexercised
Options (#) Exercisable
  Number of Securities
Underlying Unexercised
Options (#) Unexercisable
  Option
Exercise
Price ($)
  Option
Expiration
Date
 

Mark Mallon

     

Gina Consylman

  1,117    17.05  7/1/2024 

  850    17.20  3/16/2025 

  437    12.61  9/16/2025 

  2,437    11.28  3/1/2026 

  500    16.82  1/2/2028 

  1,875    16.02  2/21/2028 

  906    14.21  1/29/2029 

Halley E. Gilbert

 5,999  12.39 2/2/2020 

 6,000  12.24 2/1/2021 

 2,999  13.03 12/12/2021 

 4,499  16.21 2/1/2022 

 2,999  14.40 2/1/2023 

 2,499  12.68 12/2/2023 

 6,499  15.54 3/3/2024 

 5,750  17.20 3/16/2025 

 5,281  11.28 3/1/2026 

 4,500  18.47 2/27/2027 

 2,187  16.02 2/21/2028 

 906  14.21 1/29/2029 

Thomas A. McCourt

  1,999    12.39  2/2/2020 

  5,464    12.24  2/1/2021 

  8,713    16.21  2/1/2022 

  10,221    14.40  2/1/2023 

  7,591    15.54  3/3/2024 

  9,750    17.20  3/16/2025 

  14,218    11.28  3/1/2026 

  8,859    18.47  2/27/2027 

  4,101    16.02  2/21/2028 

  2,156    14.21  1/29/2029 

Peter M. Hecht, Ph.D.

 12,499  12.39 2/2/2020 

 53,083  12.24 2/1/2021 

 36,088  16.21 2/1/2022 

 43,679  14.40 2/1/2023 

 37,972  15.54 3/3/2024 

 56,500  17.20 3/16/2025 

 207,051 16,842 11.28 3/1/2026 

 157,809 186,968 18.47 2/27/2027 

 105,933 274,397 16.02 2/21/2028 

 157,642 700,188 14.21 1/29/2029 

Mark G. Currie, Ph.D.

  888    12.39  2/2/2020 

  37,279    12.24  2/1/2021 

  17,490    16.21  2/1/2022 

  27,772    14.40  2/1/2023 

  9,930    15.54  3/3/2024 

  15,625  22,708  17.20  3/16/2025 

  46,347  4,447  11.28  3/1/2026 

  51,910  61,503  18.47  2/27/2027 

  39,268  101,716  16.02  2/21/2028 

  94,588  420,110  14.21  1/29/2029 

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Option Exercises and Stock Vested Table

The following table sets forth certain information regarding the exercise of options to purchase our Class A common stock and the vesting of RSUs and RSAs that were held by our named executive officers during the year ended December 31, 2019.

2021.
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Option AwardsStock Awards
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)(1)
Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($)(2)
Thomas McCourt167,945$1,877,038
Sravan Emany
John Minardo
Jason Rickard89,858$961,043
Michael Shetzline64,023$730,237
Mark Mallon104,395(3)$89,71399,821$928,335
Gina Consylman193,151(3)$252,79958,942$548,161

  Option Awards  Stock Awards
 

Name

  Number of Shares
Acquired on Exercise
(#)
  Value Realized on
Exercise
($)(1)
  Number of Shares
Acquired on Vesting
(#)
  Value Realized on
Vesting
($)(2)
 

Mark Mallon

     

Gina Consylman

      38,116  482,063 

Halley E. Gilbert

 40,449(3)274,365 47,545 642,588 

Thomas A. McCourt

  220,000(4) 959,452  29,577  380,076 

Peter M. Hecht, Ph.D.

 130,000(5)958,114   

Mark G. Currie, Ph.D.

      21,946(6) 266,820(7)
(1)

(1)  Computed by determining the difference between the market price of our Class A common stock uponon the date of exercise and the exercise price of the exercised stock option, in each case on the date of exercise, multiplied by the number of shares acquired upon exercise of the option.

(2)
Computed by multiplying the number of shares of Class A common stock underlying the vested RSUs or RSAs by the market price of our Class A common stock on the vesting date.

(3)  Includes 20,449 shares of Class A common stock that
Shares were acquired by Mr. Mallon and Ms. Gilbert acquired through an option exercise, as such stock options were expiring, and then held, thereby increasing her ownership of our Class A common stock by such amount. Also includes 20,000 shares of our Class A common stock that Ms. Gilbert acquiredConsylman through option exercises following their termination, as such stock options were expiring, and then sold on the open market.

(4)  Represents 220,000 shares of our Class A common stock that Mr. McCourt acquired through option exercises as such stock options were expiring, and then sold on the open market.

(5)  Includes 20,449 shares of Class A common stock that Dr. Hecht acquired through an option exercise, as such stock options were expiring, and then held, thereby increasing his ownership of our Class A common stock by such amount. Also includes 109,551 shares of our Class A common stock that Dr. Hecht acquired through option exercises as such stock options were expiring, and then sold on the open market to satisfy tax withholding obligations.

(6)  Includes (a) 18,951 shares of Class A common stock that Dr. Currie acquired through the vesting of RSUs granted in connection with Dr. Currie's employment with the company and (b) 2,995 shares of our Class A common stock that Dr. Currie acquired through the vesting of RSAs granted in April 2019 in connection with his joining our board of directors.

(7)  Includes (a) $224,830 attributable to the vesting of RSUs, which were granted in connection with Dr. Currie's employment with the company, and (b) $41,990 attributable to the vesting of RSAs, which were granted in connection with Dr. Currie's joining our board of directors in April 2019.

Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control

We have entered into severance arrangements with each of our named executive officers. Under the severance arrangements, our named executive officers are eligible to receive certain payments and benefits in the event of an involuntary termination without "cause"“cause” or a "constructive“constructive termination." Each of our executives is also are eligible to receive enhanced payments and benefits in the event of a change of control plus an actual or constructive involuntary termination of employment ("(such double trigger"trigger event, a “change of control termination”). For additional information, please see the definition of "change“change of control termination," below. UnlessThe following descriptions reflect the context suggested otherwise, "named executive officers" as used in this section referspayments and benefits that would have been payable to each of our named executive officers who remained atas of December 31, 2021 under their respective severance arrangements.
The benefits for our named executive officers described elsewhere in this proxy statement under the company following the Separation.

captions

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Severance Benefits not in Connection with a Change of Control

and Change of Control Severance Benefits are only payable if the named executive officer complies with all of Ironwood’s rules and policies, executes a separation agreement that includes a release of claims and complies with any post-employment non-disclosure, non-competition and non-solicitation obligations. The executive severance agreements further provide that in connection with the sale of all or substantially all of the assets of Ironwood, Ironwood would cause the acquirer of such assets to assume the executives’ severance arrangements.


62   Ironwood

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Severance Benefits not in Connection with a Change of Control
In the event of a termination without cause or a constructive termination not qualifying as a change of control termination, each of our current named executive officers would be entitled to receive the following: (i) for Messrs. Emany and Minardo, a lump-sum payment equal to 12 months of his or herbase salary for the year of termination; for Mr. McCourt, a lump-sum payment equal to 18 months of his base salary for the year of termination; and for Mr. Rickard and Dr. Shetzline, a lump-sum payment equal to 12 months of his base salary for the year of termination plus an amount equal to a maximum of six months of his or her base salary for anythe period beginning as of the first anniversary of his or her termination date, provided he or she has not secured new, reasonably similar full-time employment (for Mr. Mallon, a lump-sum payment equal to 18 months of his base salary for the year of termination);employment; (ii) a lump-sum payment equal to his or her target cash bonus for the year of termination, pro-rated based on the percentage of the year worked prior to the triggering event; (iii) a lump-sum payment equal to his or her actual bonus for the prior year if not yet paid as of the termination date; (iv) a lump-sum payment equal to his or her full target cash bonus for the year of termination (for Mr. Mallon,McCourt, multiplied by 1.5); (v) for Messrs. Emany and Minardo, up to 12 months of subsidized COBRA benefits; for Mr. McCourt, a period of up to 18 months of subsidized COBRA benefits; and for Mr. Rickard and Dr. Shetzline, 12 months of subsidized COBRA benefits plus up to an additional six months of subsidized COBRA benefits for anythe period beginning as of the first anniversary of his or her termination date, provided he or she has not been eligible to participate in the group medical plan of another employer (for Mr. Mallon, 18 months of subsidized COBRA benefits);employer; and (vi) outplacement assistance benefits. The non-equity based severance benefits described in items (i) through (vi) of this paragraph, collectively, are referred to as the "Non-Equity“Non Equity Severance Benefits."

In addition, eachthe executive severance agreement for Messrs. McCourt and Rickard and Dr. Shetzline provides that any outstanding equity awards subject solely to time-based vesting would vest as to (1) the portion of the equity award that would have vested if the named executive officer had remained employed for 18 months (for Mr. Mallon, 24 months) following the termination date and (2) an additional portion of the equity award that would have vested on the next regular vesting date after such 18-month period (for Mr. Mallon, such 24-month period) as if the equity award vested on a daily basis from the last regular award vesting date occurring prior to the end of the 18-month18 month period (for Mr. Mallon, the 24-month period) through such next regular vesting date. Any equity awards that do not vest pursuant to the preceding sentence would remain outstanding and eligible to vest upon the occurrence of a change of control termination (as defined below) in the time periods described below for such a termination (for Ms. Gilbert, such shares that otherwise would be cancelled shall remain outstanding for 24 months and vest if, within that time period, the company enters into a definitive agreement that, if consummated, would result in a change of control).termination. Further, the exercisability of any outstanding vested stock options held by the named executive officer as of the termination date (including, other than for Ms. Gilbert,Messrs. Emany and Minardo and Dr. Shetzline, any vested options to purchase Cyclerion common stock that were granted in connection with the Separation in substitution for or replacement of vested options to purchase Ironwood Class A common stock) would be extended through the earlier of 24 months (for Mr. Mallon, 36 months) following the termination date (or, in the event that Ironwood publicly announced it was conducting negotiations leading to a change of control or entered into a definitive agreement that would have resulted in a change of control during such 24-month24 month period (for Mr. Mallon, such 36-month period), the later of (A) the expiration of the 24-month24 month period (for Mr. Mallon, the 36-month period) or (B) the first to occur of the date that is three months following the change of control and 30 days following the date on which Ironwood announced that such definitive agreement had been terminated or that Ironwood'sIronwood’s efforts to consummate the change of control contemplated by the previously-announcedpreviously announced negotiations or by a previously executed definitive agreement had been abandoned) or the stock option'soption’s final expiration date. The equity-based severance benefits described in this paragraph are referred to as the "Equity“Equity Severance Benefits."

Moreover, with respect to PSUs, in the event of the named executive officer’s involuntary termination without cause or constructive termination (collectively, a “qualifying termination”), the awards, to the extent then outstanding, will not terminate upon such termination of employment and instead will remain eligible to vest based on the attainment of the applicable performance goals. Specifically, the NDA Acceptance PSUs will generally remain outstanding and eligible to vest based upon the achievement of the NDA Acceptance PSUs performance goal until the earlier of (A) the end of the performance period or (B) the twelve (12)-month period following the date of the qualifying termination. The 2020 rTSR PSUs, 2021 rTSR PSUs and 2022 rTSR PSUs will generally remain outstanding and eligible to vest based upon the achievement of their respective rTSR performance goals, until the end of their respective performance period, with the number of PSUs actually delivered subject to proration based on the number of days the named executive officer remained employed during the respective performance period.

2022 Proxy Statement   63

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Change of Control Severance Benefits

In the event of a change of control termination, each of our current named executive officers would be entitled to receive the following benefits under his or her executive severance agreement: (1) a lump-sum payment in an amount equal to 18 months (for Mr. Mallon,McCourt, 24 months) of his or her base salary as of the time of termination; (2) a lump-sum payment of his or her target cash bonus for the year of termination, pro-rated based on the percentage of the year worked prior to the triggering event; (3) a lump-sum payment equal to his or her actual bonus for the prior year if not yet paid as of the termination date; (4) a lump-sum payment equal to his or her full target cash bonus for the year of termination,

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multiplied by 1.5 (for Mr. Mallon,McCourt, multiplied by 2.0); (5) 18 months (for Mr. Mallon,McCourt, 24 months) of subsidized COBRA benefits; and (6) outplacement assistance benefits.

In addition, in the event of a change of control termination, each executive severance agreement provides for acceleration of all outstanding equity awards subject solely to time-based vesting as of the later of (1) the termination date or (2) the change of control. Further, the exercisability of any outstanding vested stock options held by the named executive officer as of the termination date (including, other than for Messrs. Emany and Minardo and Dr. Shetzline, any vested options to purchase Cyclerion common stock granted in connection with the Separation in substitution for or replacement of vested options to purchase Ironwood Class A common stock) would be extended through the earlier of 24 months (for Mr. Mallon, 36 months) following the termination date (or, if later the date that was three months following the change of control) or the stock option'soption’s final expiration date.

Under each executive severance agreement, a "change“change of control termination"termination” consists of an involuntary termination without "cause"“cause” or a "constructive termination" (each“constructive termination” ​(each as defined in the agreement), in either event during the period commencing six months prior to the earlier of (1) the date that Ironwood first publicly announces it is conducting negotiations leading to a change of control, or (2) the date that Ironwood enters into a definitive agreement that would result in a change of control, and ending on the earlier of (A) the date on which Ironwood announces that the definitive agreement has been terminated or the negotiations have been abandoned or (B) the date that is 24 months after the change of control.control, provided that if such change of control contemplated by a public announcement or such a definitive agreement, in either case, is not consummated, or if an involuntary or constructive termination occurs later than 24 months following the change of control, such involuntary or constructive termination, as the case may be, shall not be a “change of control termination”. Under each executive severance agreement, a change of control occurs when: (I) any person becomes, pursuant to a transaction or a series of transactions not approved by the Ironwood board of directors, the beneficial owner, directly or indirectly, of Ironwood securities representing more than 50% of the total voting power; (II) a merger or consolidation of Ironwood occurs, whether or not approved by the Ironwood board of directors, which results in the holders of Ironwood'sIronwood’s voting securities holding less than 50% of the combined voting power of the surviving entity immediately after such merger or consolidation; (III) the sale or disposition of more than two-thirds of the assets of Ironwood; or (IV) the date a majority of members of the Ironwood board of directors is replaced during any 12-month period by directors whose appointment or election was not endorsed by a majority of members of the Ironwood board of directors before the date of the appointment or election.

Treatment of PSUs in the Event of a Change of Control
In the event of a change of control of Ironwood, the performance- and service-based vesting conditions applicable to the PSUs, to the extent then outstanding, will generally be treated as follows: the NDA Acceptance PSUs will become earned at target (and subject to vesting as described below) as of immediately prior to the change of control, provided that if the NDA Acceptance PSUs had already been earned at target as of the change of control, no additional portion of such NDA Acceptance PSUs will become earned as a result of the change of control. The benefits2020 rTSR PSUs, 2021 rTSR PSUs and 2022 rTSR PSUs will become earned at target (and subject to vesting as described below) as of immediately prior to the change of control, provided that if the resulting rTSR percentile rank, determined after accounting for the stock price performance of Ironwood stock in connection with the change of control, would result in the 2020 rTSR PSUs, the 2021 rTSR PSUs or the 2022 rTSR PSUs, as applicable, being earned above target, the 2020 rTSR PSUs,the 2021 rTSR PSUs or the 2022 rTSR PSUs as applicable, will be deemed to be earned (and subject to vesting as described below) at such higher level in accordance with the terms of the award.

64   Ironwood

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Any PSUs that become earned in connection with a change of control as described above for ourshall vest in equal installments on a quarterly basis over the remaining portion of the applicable performance period, generally subject to a named executive officers are only payable ifofficer’s continued employment on each such vesting date. In the event of the occurrence of a qualifying termination in connection with or during the 24-month period immediately following the change of control and prior to the completion of the performance period, any earned but unvested PSUs held by the named executive officer complies with all of Ironwood's rules and policies, executes a separation agreement that includes a release of claims and complies with his or her post-employment non-disclosure, non-competition and non-solicitation obligations. The executive severance agreements further provide thatwill immediately vest in full in connection with such qualifying termination. If a named executive officer underwent a qualifying termination prior to a change of control, any outstanding PSUs held by the sale of all or substantially allnamed executive officer as of the assetstime of Ironwood, Ironwoodthe change of control would causebecome earned as described in the acquirerpreceding paragraph but, in the case of such assetsthe 2020 rTSR PSUs, 2021 rTSR PSUs and 2022 rTSR PSUs remain subject to assumeproration based on the arrangements.

number of days the named executive officer remained employed during the applicable performance period.

Treatment of Equity in the Event of Death or Permanent Disability

For all employees, including our named executive officers, outstanding stock option and RSU awards subject solely to time-based vesting accelerate in full in the event of the death of the award holder. This term applies to all outstanding time-based stock option and RSU awards made under our equity incentive plans, including the 2019 Plan. Our current formforms of stock option and RSU agreements for stock option and RSU awards, issuedrespectively, granted under our 2019 Plan, include a similar provision for the acceleration of unvested time-based awards upon the death of an award holder, including our named executive officers.provision. In addition, the post-termination exercise window of all vested stock options held by a participant that were granted under our Amended and Restated 2005 Stock2010 Employee, Director and Consultant Equity Incentive Plan, 2010 Plan and 2019 Plan is extended to one year (or the stock option'soption’s final expiration date, if earlier) following the participant'sparticipant’s termination of employment by reason of his or her death.

Separation Agreement

In connection with her resignation in February 2020, Ms. Gilbert entered into a separation agreement with the company, which agreement generally served to implement the terms of Ms. Gilbert's existing severance agreement.

The separation agreement, which included a general release of claims, provided that, in exchange for Ms. Gilbert's signing and not revoking the separation agreement within the period set forth therein, the company would provide

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Ms. Gilbert with the Non-Equity Severance Benefits and the Equity Severance Benefits, in each case as defined above, with the lump-sum payment described in item (i) above equal to Ms. Gilbert's annual base salary of $480,000 (plus up to six months of salary continuation as described above), and the lump-sum payments described in items (ii)-(iv) above equal to the sum of the following: (A) $340,080 (representing Ms. Gilbert's annual bonus for 2019 determined based on actual performance); (B) $38,111 (representing Ms. Gilbert's pro-rated amount of annual target bonus for 2020); and (C) $240,000 (representing Ms. Gilbert's annual target bonus for 2020). The estimated aggregate cost associated with providing Ms. Gilbert with outplacement assistance benefits and 12 months of contributions towards the cost of COBRA coverage is $60,000 and approximately $24,000, respectively. With respect to PSUs, in the Equity Severance Benefits providedevent of a termination of the named executive officer’s employment as a result of his or her death or permanent disability, the awards, to Ms. Gilbert,the extent then outstanding, will not terminate and will remain eligible to vest based on the attainment of the applicable performance goals. Specifically, the NDA Acceptance PSUs will generally remain outstanding and eligible to vest based upon the achievement of the NDA acceptance performance goal until the earlier of (A) the end of the performance period or (B) the 12-month period following the death or permanent disability. The 2020 rTSR PSUs, 2021 rTSR PSUs or 2022 rTSR PSUs, as the case may be, will generally remain outstanding and eligible to vest based upon the achievement of the performance goals until the end of the applicable rTSR performance period with the number of unvested Ironwood equity awards that were accelerated as described above were 115,571 stock options and 56,736 RSUs andPSUs actually delivered subject to proration based on the number of unvested equity awards that were not subject todays the accelerated vesting described above but that will remain outstanding (but will not continue to vest)named executive officer remained employed during the applicable rTSR performance period.

Employee Proprietary Information, Intellectual Property and will vest immediately if, within the 24-month period following the separation date, the company enters into a definitive agreement that would result in a change of control were 61,513 stock options and 35,258 RSUs. In addition, under her separation agreement, the company will not seek reimbursement from Ms. Gilbert for the value of certain conference attendance registration fees following the separation date, the total value of which is not expected to exceed $2,500.

By executing the separation agreement, Ms. Gilbert acknowledged and reaffirmed her obligations under herNon-competition Agreement

The employee proprietary information, and inventionsintellectual property and noncompetition agreement including herthat the company entered into with Messrs. Emany and Minardo provides that as consideration for entering into the noncompetition restrictions set forth in such agreement, each of Messrs. Emany and Minardo will be eligible to (1) protectparticipate in our 2019 Plan. The employee proprietary information, intellectual property and noncompetition agreement that the company's confidential information,company entered into with Mr. McCourt provides that as well as confidential information acquired during employmentadditional consideration for entering into the noncompetition restrictions set forth in such agreement, Mr. McCourt will be eligible for cash incentive awards for performance in 2021, with the amount of any third parties, forsuch incentive award (if any) to be determined solely by our board of directors, or any committee thereof. In addition, the term of her employmentemployee proprietary information, intellectual property and perpetually thereafter; (2) assign tononcompetition agreement that the company all right, titleentered into with Mr. McCourt and interest in and to any inventions made during the course of employment; and (3) during the term of employment andDr. Shetzline provides for an extended exercisability period for vested, unexercised nonqualified stock options for one year thereafter, refrain from (A) engagingthe last date of employment in any business activity which is in competition with Ironwood's business, (B) soliciting or doing business with any customer or potential customer ofthe event that the company and (C) employing or permitting any future employer or organization under her controldetermines to employ any person who at any time during her employment was an agent, representative or consultant of Ironwood.

enforce the non-competition restriction included in such agreement.


2022 Proxy Statement   65

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Potential Payments Upon Termination or Change of Control

Except as described in this proxy statement, there are currently no other agreements or arrangements pursuant to which our named executive officers would receive severance or other benefits in the event of a separation fromtermination of employment or change of control of Ironwood. The following table presents our estimate of the amount of severance and other benefits to which our current named executive officers would be entitled if a terminationtriggering event described below occurred on December 31, 2019 under the circumstances set forth in the column headings.2021. The closing price of our Class A common stock as listed on the Nasdaq Global Select Market on December 31, 20192021 was

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$13.31 $11.66 per share. Drs. HechtAs described above, Mr. Mallon and Currie are not included inMs. Consylman terminated employment with the table below because they transitioned to Cyclerion in April 2019company on March 12, 2021 and July 2, 2021, respectively, and, in connection with the Separation.

    Involuntary
Termination
without
Cause or a
Constructive
Termination(1)
  Termination
Following a
Change of
Control
  Death(2)
 

Mark Mallon

 Cash Severance $1,125,000 $1,500,000  

 Non-Equity Incentive Plan Compensation $1,406,250 $1,687,500  

 Equity Acceleration(4)    

     Options $328,843 $450,986 $450,986 

     RSUs $2,417,828 $4,144,854 $4,144,854 

 Other Benefits(5) $96,234 $96,234  

 Total $5,374,155 $7,879,574 $4,595,840 

Gina Consylman

 Cash Severance(3) $720,000 $720,000    

 Non-Equity Incentive Plan Compensation $480,000 $600,000    

 Equity Acceleration(4)          

     Options $123,239 $163,337 $163,337 

     RSUs $1,673,826 $1,789,583 $1,789,583 

 Other Benefits(5) $96,234 $96,234    

 Total $3,093,299 $3,369,154 $1,952,920 

Halley E. Gilbert*

 Cash Severance(3) $720,000 $720,000  

 Non-Equity Incentive Plan Compensation $480,000 $600,000  

 Equity Acceleration(4)    

     Options $128,191 $168,795 $168,795 

     RSUs $1,801,069 $1,906,138 $1,906,138 

 Other Benefits(5) $96,234 $96,234  

 Total $3,225,494 $3,491,167 $2,074,933 

Thomas A. McCourt

 Cash Severance(3) $780,000 $780,000    

 Non-Equity Incentive Plan Compensation $624,000 $780,000    

 Equity Acceleration(4)          

     Options $327,868 $431,435 $431,435 

     RSUs $1,831,536 $2,098,122 $2,098,122 

 Other Benefits(5) $73,171 $73,171    

 Total $3,636,575 $4,162,728 $2,529,557 

* Ms. Gilbert resignedsuch termination, neither executive received any severance benefits from the company effective February 28, 2020. Information on separation payments and benefits provided to Ms. Gilbert in connection with her resignation is available elsewhere in this proxy statement under the captioncompany.

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Involuntary
Termination without
Cause or a Constructive
Termination(1)
Termination
Following a
Change of
Control
Death(2)
Thomas McCourtCash Severance$1,162,500$1,550,000
Non-Equity Incentive Plan
Compensation
$1,453,125$1,743,750
Equity Acceleration(4)
Options$17,848$17,848$17,848
RSUs$3,762,216$5,031,47$5,031,477
PSUs$4,433,645
Other Benefits(5)$74,796$79,728
Total$6,470,485$12,856,448$5,049,325
Sravan EmanyCash Severance$500,000$750,000$
Non-Equity Incentive Plan
Compensation
$500,000$625,000
Equity Acceleration(4)
Options
RSUs$991,100$991,100
PSUs$991,100
Other Benefits(5)$60,000$60,000
Total$1,060,000$3,417,200$991,100
John MinardoCash Severance$475,000$712,500
Non-Equity Incentive Plan
Compensation
$427,500$534,375
Equity Acceleration(4)
Options
RSUs$931,541$931,541
PSUs$932,578
Other Benefits(5)$72,012$72,012
Total$974,512$3,183,006$931,541
Jason RickardCash Severance(3)$750,000$750,000
Non-Equity Incentive Plan
Compensation
$500,000$625,000
Equity Acceleration(4)
Options$3,854$3,854$3,854
RSUs$2,084,283$2,489,678$2,489,678
PSUs$1,899,612
Other Benefits(5)$101,040$101,040$
Total$3,439,177$5,869,184$2,493,532

Named Executive Officer Severance Arrangements—Separation Agreement66   Ironwood

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Involuntary
Termination without
Cause or a Constructive
Termination(1)
Termination
Following a
Change of
Control
Death(2)
Michael Shetzline, M.D., Ph.D.Cash Severance(3)$726,000$726,000
Non-Equity Incentive Plan
Compensation
$387,200$484,000
Equity Acceleration(4)
Options
RSUs$1,231,856$1,509,853$1,509,853
PSUs$1,416,795
Other Benefits(5)$58,080$58,080
Total$2,403,136$4,194,728$1,509,853
.(1)

(1)  

Represents amounts payable under the terms of the named executive officer severance arrangements. Non-equity incentive plan compensation payment amount assumes no bonus amounts for 20192021 have been paid to the executive officer as of December 31, 2019,2021, and that all 20182020 bonus amounts have been paid as of such date, in each case, as would be consistent with Ironwood'sIronwood’s historical practice.

(2)
With respect to options, reflects the in-the-money value of the unvested portion of such named executive officer'sofficer’s options that have vesting provisions based solely on time, and not performance milestones, and that would be fully accelerated, in each case, in accordance with the terms of the award agreements issued under our equity incentive plans.plans in connection with his death. The value is calculated by multiplying the amount (if any) by which $13.31,$11.66, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2019,2021, exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option.
With respect to RSUs, the value is calculated by multiplying the number of unvested RSUs with vesting provisions based solely on time that would be fully accelerated (if any) in connection with the named executive officer’s death by $13.31,$11.66, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2019,2021, in accordance with the terms of the award agreements issued under our equity incentive plans.

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(3)  With respect to PSUs, the treatment of such awards in the event of the named executive officer’s death or permanent disability is described elsewhere in this proxy statement under the caption Treatment of Equity in the Event of Death or Permanent Disability and in footnote 4 to this table.

(3)
With respect to an involuntary termination of employment without cause or a constructive termination, includes the value of the payment of an additional amount equal to six months of base salary for all named executive officers (other than Mr. Mallon)Rickard and Dr. Shetzline in the event he or she does not obtain full-time employment within six months following the one yearone-year anniversary of his or her termination date.

(4)
With respect to options, reflects the in-the-money value of the unvested portion of such named executive officer'sofficer’s options that have vesting provisions based solely on time, and not performance milestones, and that would be accelerated, in each case, in accordance with the terms of our severance agreements with each executive officer. The value is calculated by multiplying the amount (if any) by which $13.31,$11.66, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2019,2021, exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option.
With respect to RSUs, the value is calculated by multiplying the number of unvested RSUs with vesting provisions based solely on time that would be accelerated (if any) by $13.31,$11.66, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2019,2021, in each case, in accordance with the terms of our severance arrangements with each executive officer.

With respect to PSUs, the value in the case of a qualifying termination in connection with a change of control is calculated by multiplying the number of unvested and unearned PSUs that would be accelerated (if any) by $11.66, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2021, as described in further detail above under the caption Treatment of PSUs in the Event of a Change of Control. In the case of a qualifying termination or death prior to a change in control, the PSUs will remain eligible to vest based on the attainment of the applicable performance goals, subject to applicable proration, as described above under the captions Severance Benefits not in Connection with a Change of Control and Treatment of Equity in the Event of Death or Permanent Disability. The values in this table assume that the PSUs will become earned at target, with the exception of Organic EBITDA PSUs, for which the performance period ended on December 31, 2021 and the PSUs became earned at 200% of the target, with such earned PSUs vesting amount certified by the compensation and HR committee on January 19, 2022.
(5)
Includes outplacement assistance benefits and subsidized COBRA benefits. With respect to involuntary termination without cause or a constructive termination, includes the value of the payment of an additional amount equal to six months of subsidized COBRA benefits for allour named executive officers, (other than Mr. Mallon)except for Messrs. Emany and Minardo, in the event he or she is not eligible to participate in the group medical plan of another employer following the one year anniversary of his or her termination date.


2022 Proxy Statement   67

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CEO Pay Ratio

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our principal executive officer on December 31, 2021, Mr. McCourt, and the ratio of these two amounts.

Both Dr. Hecht andDuring 2021, Mr. Mallon served as our chief executive officer during fiscal year 2019.through March 12, 2021 and Mr. McCourt served as our interim and subsequently permanent chief executive officer for the remainder of 2021. In accordance with Instruction 10 to Item 402(u) of Regulation S-K, we have elected to use Mr. Mallon'sMcCourt’s compensation for purposes of this pay ratio disclosure as Mr. MallonMcCourt was serving as our chief executive officer on December 31, 2019,2021, the date selected by us to identify our median employee. Although we used Mr. Mallon's total 2019 compensation as reported in theSummary Compensation Table for the purposes of this pay ratio disclosure, due to certain one-time cash and equity awards granted to compensate Mr. Mallon, in part, for outstanding equity he forfeited by leaving his previous employer, Mr. Mallon's 2019 compensation is not representative of our expectations for Mr. Mallon's annual compensation on a go-forward basis. For purposes of computing Mr. Mallon'sMcCourt’s compensation for this pay ratio disclosure, we did not annualizeannualized the base salary paid to Mr. MallonMcCourt for the period in 20192021 in which he served as our interim and subsequently permanent chief executive officer because his salary was unchanged fromofficer. We included the salary his received in 2019 as a senior advisor to our boardfull amount, of directors. Moreover, the cash bonus actually paid to Mr. MallonMcCourt in 20202022 for 20192021 performance, which was not pro-rated for the period of service as our chief executive officer because Mr. MallonMcCourt was employed by Ironwood throughout 2019.2021.

For 2019,2021, our last completed fiscal year:


The estimated median of the annual total compensation of all employees of our company (other than Mr. Mallon)McCourt) was $202,151;$248,243; and


Mr. Mallon's annualMcCourt’s annualized total compensation for the period in 2021 in which he served as reported in theSummary Compensation Table included elsewhere in this proxy statement,our interim and subsequently permanent chief executive officer (as determined and described above) was $10,068,800.$8,852,951.

Based on this information for 2019,2021, we estimate that the ratio of the annual total compensation of Mr. MallonMcCourt to the median annual total compensation of all employees was 50approximately 36 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, and the methodology described below. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee'semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for Ironwood, as other companies have employees based in different locations (including other countries), have different business models and employee needs, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

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To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and Mr. Mallon,McCourt, we took the following steps:


As a result of significant changes to our employee population in 2019 on account of the Separation, weWe determined that it was appropriate to update the methodology by which we determinere-identify our median employee and to re-identify our median employee.for the purposes of the pay ratio disclosure for 2021. We determined that, as of December 31, 2019,2021, our employee population consisted of 317 individuals, with all of these individuals located in the United States.219 individuals. This population consisted of our full- and part-time employees. We useutilized a December 31, 2019 as an2021 identification date becauseas it is close to the date ofconsistent with our annual proxy statement filing and is consistent withCEO pay ratio reporting last year, our year-end financial reporting, and other reporting dates used in this proxy statement. Using aThe year-end identification date also enables us to make such identification in a reasonably efficient and economical manner.


To identify the "median employee"“median employee” from our employee population, we determined to use the dollar value of total compensation, as defined in Item 402(c)(2)(x) of Regulation S-K, as our consistently applied compensation measure. To calculate the dollar value of total compensation, we started with the gross earnings of our employees as reflected in our payroll records for 20192021 as of the identification date, and as reportable to the Internal Revenue Service on Form W-2. We subtracted 20192021 equity earnings from stock option exercises and RSUstock award vesting and replaced them with the grant-date fair value of equity awards granted in 2019.2021. We subtracted 20182020 annual bonuses (paid in 2019)2021) and replaced them with 20192021 annual bonus awards (paid in 2020)2022). We also added the company'scompany’s 401(k) matching contribution and included all other amounts reported pursuant to Item 402(c)(2)(ix) of Regulations S-K.contribution. For employees hired during 2019,2021, we annualized base salary and 20192021 bonus amounts, but not the value of equity granted in 20192021 as new hire awards are made on a one-time basis.

Since all our employees are located in the United States, as is Mr. Mallon, we

We did not make any cost-of-living adjustments in identifying the "median“median employee."

With respect toOnce we identified the annual totalmedian employee, for purposes of the pay ratio, we calculated his or her compensation of our CEO, we used the amount reported in the "Total" column of thesame manner as we do for Summary Compensation Table for 2019.purposes.

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PROPOSAL No. 2

Compensation Committee Report

We have:

1.
reviewed and discussed with management theCompensation Discussion and Analysis found herein; and

2.
basedAdvisory Vote on the review and discussions referred to in paragraph (1) above, we recommended to the board of directors that theNamed
Executive Officer
Compensation Discussion and Analysis
be included in the company's proxy statement on Schedule 14A for filing with the SEC.
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OUR BOARD RECOMMENDS THAT YOU
By the Compensation and HR Committee,APPROVE
THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT


Andrew Dreyfus, Chair
Jon R. Duane
Marla L. Kessler

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Proposal No. 2

At our 20202022 annual meeting, we are providing our stockholders with the opportunity to cast an advisory (non-binding) vote on named executive officer compensation, or a "say-on-pay"“say-on-pay” vote. This is a non-binding vote on the compensation of our "named“named executive officers," as described in theCompensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, all as set forth in this proxy statement.

The objectiveobjectives of our compensation policies isare to provide compensation and incentives that align employee actions and motivations with the interests of our stockholders; attract, retain, motivate and reward outstanding talent across Ironwood through well-communicated programs that are aligned with our vision and mission; and support a positive company culture. In 2019,2021, the compensation program for our named executive officers consisted principally of base salary, cash bonus and long-term equity incentive compensation in the form of performance-based restricted stock optionsunits and restricted stock units.units, and the awards are described under the caption 2021 Retention Awards above. While we offer reasonably competitive base salaries and cash bonuses, our compensation program is weighted toward long-term equity incentive compensation as opposed to short-term or cash-based compensation. We believe this better aligns the interests of our named executive officers and our stockholders and serves to further focus our named executive officers on the creation of long-term stockholder value. If we achieve our corporate goals over the long term, we expect our stock price to reflect our performance and the equity awards currently held by our named executive officers to become an even more significant component of overall compensation. Our compensation and HR committee and board believes that this approach to executive compensation links compensation directly to continuous improvements in corporate performance and, ultimately our stock price, and demonstrates our "pay“pay for performance"performance” compensation philosophy.

Our previous say-on-pay vote was at our 20192021 annual meeting and was approved by approximately 87%98% of the votes cast on such matter. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the provisions of Section 14A of the Exchange Act, we must hold the advisory (non-binding) vote on named executive officer compensation at least once every three years. Based on the recommendation of our stockholders in 2017, our board of directors determined to provide our stockholders the opportunity to vote (on an advisory basis) on named executive officer compensation on an annual basis to allow our stockholders to provide us with regular, timely and direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. We believe this practice allows us to further align our compensation programs with our stockholders'stockholders’ interests as stockholder feedback may be taken into consideration as part of the compensation review process.

Vote Required

Because this proposal seeks a non-binding, advisory vote, there is no "required vote"“required vote” that would constitute approval. However, our board of directors, including our compensation and HR committee, values the opinions of our stockholders and, to the extent there are a substantial number of votes cast against the executive officer compensation as disclosed in this proxy statement, we will consider our stockholders'stockholders’ concerns and evaluate which actions may be appropriate to address those concerns. Broker nominees do not have discretion to vote on this proposal without your instruction; if you do not instruct your broker nominee how to vote on this proposal, your broker nominee will not vote your shares with respect to this proposal. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the outcome of this proposal.


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Our Stockholders

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our Class A common stock at March 31, 20202022 for:


each person whom we know beneficially owns more than five percent of our Class A common stock;


each of our directors;


each of our named executive officers; and


all of our current directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

The percentage of Class A common stock beneficially owned by each person is based on 159,368,126155,115,155 shares of Class A common stock outstanding on March 31, 2020.2022. Shares of Class A common stock that may be acquired within 60 days following March 31, 20202022 pursuant to the exercise of options or the vesting of RSUs, are included in the holdings of each stockholder, as applicable, and are deemed to be outstanding for the purpose of computing the percentage ownership of such holder. Such amounts, however, are not included in the holdings of any other stockholder in the table below and are not deemed to be outstanding for computing the percentage ownership of any other holder shown in the table below. Beneficial ownership representing less than one percent is denoted with an "*“*."


20202022 Proxy Statement   6771



Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Ironwood Pharmaceuticals, Inc., 100 Summer Street, Suite 2300, Boston, Massachusetts 02110.

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Name of Beneficial Owner
Number of Shares
of our Class A
Common Stock
Percentage
Named Executive Officers and Directors
Thomas McCourt(1)1,442,150*
Sravan Emany0*
John Minardo0*
Jason Rickard(2)396,649*
Michael Shetzline, M.D., Ph.D.(3)189,458*
Mark Mallon0*
Gina Consylman26,329*
Mark Currie, Ph.D.(4)1,293,068*
Alexander Denner, Ph.D.(5)16,456,57410.5%
Andrew Dreyfus130,068*
Jon Duane70,187*
Marla Kessler70,187*
Julie McHugh118,373*
Catherine Moukheibir77,779*
Lawrence Olanoff, M.D., Ph.D.91,395*
Edward Owens281,720*
Jay Shepard58,323*
All current executive officers and directors as a group (15 persons)(6)20,675,93113.1%
5% Security Holders
Wellington Management Group LLP(7)17,339,58711.2%
Sarissa Capital Management LP(8)16,390,00010.6%
Brown Capital Management, LLC(9)16,257,89910.5%
BlackRock, Inc.(10)14,368,8909.3%
The Vanguard Group(11)13,487,7628.7%
Westfield Capital Management Company, LP(12)8,145,6745.3%

Name of Beneficial Owner

  Number of Shares
of our Class A
Common Stock
 Percentage

Named Executive Officers and Directors

    

Mark Mallon(1)

  275,129 *

Peter M. Hecht(2)

 5,285,772 3.3%

Gina Consylman(3)

  257,100 *

Halley E. Gilbert(4)

 779,295 *

Thomas A. McCourt(5)

  1,088,479 *

Andrew Dreyfus

 86,938 *

Mark G. Currie(6)

  1,374,124 *

Julie H. McHugh

 109,337 *

Lawrence S. Olanoff

  58,259 *

Edward P. Owens

 182,234 *

Jon R. Duane

  25,701 *

Marla L. Kessler

 25,701 *

Catherine Moukheibir

  25,701 *

All current executive officers and directors as a group (14 persons)(7)

 3,843,894 2.4%
​ ​ 

5% Security Holders

     

Wellington Management Group LLP(8)

 21,777,701 13.7%

Brown Capital Management, LLC(9)

  17,901,053 11.2%

The Vanguard Group(10)

 16,638,941 10.4%

BlackRock, Inc.(11)

  13,541,545 8.5%

Sarissa Capital Management LP(12)

 12,493,000 7.8%

FMR LLC (Fidelity)(13)

  11,353,494 7.1%

UBS Group AG(14)

 11,181,451 7.0%

Janus Henderson Group PLC(15)

  8,289,895 5.2%
(1)

(1)  Includes (i) 205,260 shares of Class A common stock issuable to Mr. Mallon upon the exercise of options that are exercisable within 60 days following March 31, 2020 and (ii) 51,719 restricted stock units that vest on May 7, 2020.

(2)  Includes 3,068,406 shares of Class A common stock issuable to Dr. Hecht upon the exercise of options that are exercisable within 60 days following March 31, 2020.

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(3)  Includes 187,948 shares of Class A common stock issuable to Ms. Consylman upon the exercise of options that are exercisable within 60 days following March 31, 2020.

(4)  Includes 639,572 shares of Class A common stock issuable to Ms. Gilbert upon the exercise of options that are exercisable within 60 days following March 31, 2020.

(5)  Includes (i) 1,019,4371,131,096 shares of Class A common stock issuable to Mr. McCourt upon the exercise of options that are exercisable within 60 days following March 31, 20202021 and (ii) 5,71380,205 restricted stock units that vest on May 7, 2020.

(6)  19, 2022.


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(2)
Includes (i) 195,955 shares of Class A common stock issuable to Mr. Rickard upon the exercise of options that are exercisable within 60 days following March 31, 2022 and (ii) 29,900 restricted stock units that vest on May 19, 2022.
(3)
Includes (i) 7,248 shares of Class A common stock issuable to Dr. Shetzline upon the exercise of options that are exercisable within 60 days following March 31, 2022 and (ii) 26,641 restricted stock units that vest on May 19, 2022.
(4)
Includes 824,582 shares of Class A common stock issuable to Dr. Currie upon the exercise of options that are exercisable within 60 days following March 31, 2020.

(7)  2022.

(5)
Includes (i) 2,461,45039,079 shares of Class A common stock held directly by Dr. Denner and (ii) 16,390,000 shares of Class A common stock held by Sarissa Capital Management LP, or Sarissa. See note 11 below for information regarding the shares of Class A common stock held by Sarissa.
(6)
Includes (i) 2,127,180 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days following March 31, 20202022 and (ii) 61,547136,346 restricted stock units that vest on May 7, 2020.

(8)  19, 2022.

(7)
Based upon the information provided by Wellington Management Group LLP, or Wellington, Wellington Group Holdings LLP, or Wellington Group, Wellington Investment Advisors Holdings LLP, or Wellington Investment, and Wellington Management Company LLP, or Wellington Management and, collectively with Wellington, Wellington Group and Wellington Investment, the Wellington Entities, in a Schedule 13G/A filed on January 28, 2020,February 4, 2022, reporting as of December 31, 2019.2021. According to this Schedule 13G/A, (i) Wellington hasdoes not have sole voting andor sole dispositive power with respect to noneany of these shares, and has shared voting power with respect to 20,301,61817,339,587 of these shares and shared dispositive power with respect to all of these shares, (ii) Wellington Group hasdoes not have sole voting andor sole dispositive power with respect to noneany of these shares, and has shared voting power with respect to 20,301,61817,339,587 of these shares and shared dispositive power with respect to all of these shares, (iii) Wellington Investment hasdoes not have sole voting andor sole dispositive power with respect to noneany of these shares, and has shared voting power with respect to 20,301,61817,339,587 of these shares and shared dispositive power with respect to all of these shares, and (iv) Wellington Management hasdoes not have sole voting andor sole dispositive power with respect to noneany of these shares, and has shared voting power with respect to 19,717,12815,280,091 of these shares and shared dispositive power with respect to 19,751,14415,280,091 of these shares. The address of the Wellington Entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(8)
Based upon the information provided by Sarissa and Dr. Denner in a Schedule 13D/A filed on March 1, 2021, reporting as of February 26, 2021, as well as a Form 4 filed on March 17, 2022, reporting as of March 15, 2022. According to this Schedule 13D/A, (i) Sarissa does not have sole voting or sole dispositive power with respect to any of these shares and has shared voting and shared dispositive power with respect to all of these shares, and (ii) Dr. Denner does not have sole voting or sole dispositive power with respect to any of these shares and has shared voting and shared dispositive power with respect to all of these shares. Does not include shares held directly by Dr. Denner, who is a member of our board of directors. The address of each of Sarissa and Dr. Denner is 660 Steamboat Road, Greenwich, CT 06830.
(9)
Based upon the information provided by Brown Capital Management, LLC, or Brown Capital, and The Brown Capital Management Small Company Fund, or Brown Capital Small Fund and, collectively with Brown Capital, the Brown Capital Entities, in a Schedule 13G/A filed on February 14, 2020,2022, reporting as of December 31, 2019.2021. According to this Schedule 13G/A, (i) Brown Capital has sole voting power with respect 12,045,99611,453,039 of these shares, sole dispositive power with respect to all of these shares, and does not have shared voting power andor shared dispositive power with respect to noneany of these shares, and (ii) Brown Capital Small Fund has sole voting and sole dispositive power with respect to 9,980,218 of these shares and does not have shared voting andor shared dispositive power with respect to noneany of these shares. The address of the Brown Capital Entities is 1201 N. Calvert Street, Baltimore, MD 21202.

(10)
Based upon the information provided by BlackRock, Inc., or BlackRock, in a Schedule 13G/A filed on February 3, 2022, reporting as of December 31, 2021. According to this Schedule 13G/A, Blackrock has sole voting power with respect to 13,827,975 of these shares, sole dispositive power with respect to all of these shares, and does not have shared voting or shared dispositive power with respect to any of these shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.
(11)
Based upon the information provided by The Vanguard Group, or Vanguard, in a Schedule 13G/A filed on February 12, 2020,10, 2022, reporting as of December 31, 2019.2021. According to this Schedule 13G/A, Vanguard hasdoes not have sole voting power with respect to 322,642any of these shares, and has sole dispositive power with respect to 16,309,20113,058,180 of these shares, shared voting power with respect to 24,865291,675 of these shares, and shared dispositive power with respect to 329,740429,582 of these shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(11)  

(12)
Based upon the information provided by BlackRock, Inc.,Westfield Capital Management Company, LP, or BlackRock,Westfield, in a Schedule 13G/A filed on February 5, 2020,1, 2022, reporting as of December 31, 2019.2021. According to this Schedule 13G/A, BlackrockWestfield has sole voting power with respect to 13,084,4637,387,904 of these shares, sole dispositive power with respect to all of these shares, and does not have shared voting andor shared dispositive power with respect to noneany of these shares. The address of BlackRockWestfield is 55 East 52nd Street, New York, NY 10055.

(12)  Based upon the information provided by Sarissa Capital Management LP, or Sarissa, Alexander J. Denner, Ph.D., Sarissa Capital Offshore Master Fund LP, or Sarissa Capital Offshore, Sarissa Capital Catapult Fund LLC, or Sarissa Capital Catapult, Sarissa Capital Hawkeye Fund LP, or Sarissa Capital Hawkeye, and Sarissa Capital Athena Fund Ltd, or Sarissa Capital Athena and, collectively with Sarissa, Dr. Denner, Sarissa Capital Offshore, Sarissa Capital Catapult and Sarissa Capital Hawkeye, the Sarissa Holders, in a Schedule 13D/A filed on February 26, 2020, reporting as of February 25, 2020. According to this Schedule 13D/A, (i) Sarissa has sole voting and sole dispositive power with respect to 1,357,215 of these shares and shared voting and shared dispositive power with respect to 11,135,785 of these shares, (ii) Dr. Denner has sole voting and sole dispositive power with respect to none of these shares and shared voting and shared dispositive power with respect to all of these shares, (iii) Sarissa Capital Offshore has sole voting and sole dispositive power with respect to 5,682,660 of these shares and shared voting and shared dispositive power with respect to none of these shares, (iv) Sarissa Capital Catapult has sole voting and sole dispositive power with respect to 1,948,655 of these shares and shared voting and shared dispositive power with respect to none of these shares, (v) Sarissa Capital Hawkeye has sole voting and sole dispositive power with respect to 1,465,765 of these shares and shared voting and shared dispositive power with respect to none of these shares, and (vi) Sarissa Capital Athena has sole voting and sole dispositive power with respect to 2,038,705 of these shares and shared voting and shared dispositive power with respect to none of these shares, The address of the Sarissa Holders is c/o Sarissa Capital Management LP, 660 Steamboat Road, Greenwich, CT 06830.

(13)  Based upon the information provided by FMR LLC, or FMR, and Abigail P. Johnson in a Schedule 13G/A filed on February 7, 2020, reporting as of December 31, 2019. According to this Schedule 13G/A, (i) FMR has sole voting power with respect to 2,874,977 of these shares, sole dispositive power with respect to all of these shares, and neither shared voting nor shared dispositive power with respect to these shares, and (ii) Ms. Johnson has neither sole nor shared voting power with respect to these shares, sole dispositive power with respect to all of these shares, and shared dispositive power with respect to none of these shares. The address of FMR and Ms. Johnson is 245 Summer Street,1 Financial Center, Boston, MA 02210.

(14)  Based upon the information provided by UBS Group AG, or UBS, in a Schedule 13G/A filed on February 12, 2020, reporting as of December 31, 2019. According to this Schedule 13G, UBS has sole voting power with respect to 9,912,172 of these shares, shared dispositive power with respect to all of these shares, and shared voting power and sole dispositive power with respect to none of these shares. The address of UBS is Bahnhofstrasse 45, Zurich, Switzerland.

(15)  Based upon the information provided by Janus Henderson Group PLC, or Janus, in a Schedule 13G filed on February 14, 2020, reporting as of December 31, 2019. According to this Schedule 13G, Janus has sole voting and sole dispositive power with respect to none of these shares and shared voting and shared dispositive power with respect to all of these shares. The address of Janus is c/o Janus Henderson Group plc, 201 Bishopsgate EC2M 3AE, United Kingdom.

02111.

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Certain Relationships and
Related
Person Transactions

Since January 1, 2019,2021, except as described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which, with respect to our directors and named executive officers are described under the captionsOur Board of Directors—Directors — How We AreOur Board is Paid andExecutive Compensation appearing elsewhere in this proxy statement.

Indemnification Agreements

Indemnification Agreements

We have entered into indemnification agreements with each of our current directors and certain of our executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under the General Corporation Law of the State of Delaware law against liabilities that may arise by reason of their service to us and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We intend to enter into indemnification agreements with our future directors and executive officers.

Procedures for Related Party Transactions

The Separation

On April 1, 2019, we completed the Separation. The Separation was effected by means of a distribution of all of the outstanding shares of common stock of Cyclerion through a dividend in-kind of Cyclerion's common stock, with no par value, to our stockholders of record as of the close of business on March 19, 2019. In connection with the Separation, we and Cyclerion entered into certain agreements that effected the separation of Cyclerion's business from us and govern our relationship with Cyclerion after the Separation. The following is a summary of the terms of the material agreements that we have entered into with Cyclerion in connection with the Separation. Dr. Hecht, our former chief executive officer, is chief executive officer of Cyclerion and Dr. Currie, our former senior vice president, chief scientific officer and president of R&D, is currently president and chief scientific officer of Cyclerion, as well as a member of our board of directors.

Separation Agreement

In connection with the Separation, Ironwood entered into a separation agreement with Cyclerion, dated as of March 30, 2019, that, among other things, set forth our agreements with Cyclerion regarding the principal actions to be taken in connection with the Separation, including the distribution detailed above. The separation agreement identified assets to be transferred, liabilities to be assumed and contracts to be assigned to each of Ironwood and Cyclerion as part of the Separation, and it provided for when and how these transfers, assumptions and assignments would occur. The separation agreement was intended to provide for those transfers of assets and assumptions of liabilities that were necessary so that after the Separation, Ironwood and Cyclerion would have the assets necessary to operate their respective businesses and retain or assume the liabilities related to those assets. Each of Ironwood and Cyclerion agreed to releases, with respect to pre-distribution claims, and cross indemnities, with respect to post-distribution claims, that, except as otherwise provided in the separation agreement, were principally designed to place financial responsibility for the obligations and liabilities allocated to Ironwood under the separation agreement with Ironwood and financial responsibility for the obligations and liabilities allocated to Cyclerion under the separation agreement with Cyclerion.

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Ironwood and Cyclerion are also each subject to two-year non-solicit and non-hire restrictions. In addition, the parties agreed to certain non-competition restrictions, including Ironwood's agreement not to engage, for three years following the Separation, in the business of discovering, researching, developing, importing, exporting, manufacturing, marketing, distributing, promoting or selling any pharmaceutical product (a) for the diagnosis, prevention or treatment of diabetic nephropathy, heart failure with preserved ejection fraction or sickle cell disease or (b) that contains one or more sGC stimulators.

Development Agreement

We entered into a development agreement with Cyclerion pursuant to which Cyclerion provides us with certain research and development services with respect to certain of our products and product candidates, including without limitation MD-7246 (linaclotide delayed release) and IW-3718. Such research and development activities are governed by a joint steering committee comprised of representatives from both Cyclerion and Ironwood. We pay Cyclerion fees for such research and development services as mutually agreed upon by us and Cyclerion as provided under this development agreement with certain allowances for specified overages. As of March 31, 2020, we have incurred approximately $5.5 million under this agreement.

Transition Services Agreements

Ironwood Transition Services

Prior to the Separation, we provided Cyclerion with significant corporate and shared services and resources related to corporate functions such as finance, human resources, internal audit, research and development, financial reporting and information technology, which we refer to collectively as the "Ironwood Services." Pursuant to this agreement, each of the Ironwood Services was to continue for an initial term of up to two years (as applicable), unless earlier terminated or extended according to the terms of the transition services agreement. We and Cyclerion agreed to terminate this agreement effective March 31, 2020. We earned approximately $313,000 in total fees for the Ironwood Services under this agreement, which fees were based on our cost of providing the Ironwood Services.

Cyclerion Transition Services

We also entered into a second transition services agreement whereby Cyclerion provided certain finance, procurement and facilities services to us, which we refer to herein collectively as the "Cyclerion Services." Pursuant to this agreement, each of the Cyclerion Services were available to us for a term of one year. We incurred approximately $105,000 in total fees for the Cyclerion Services under this agreement, which fees were based on Cyclerion's cost of providing the Cyclerion Services.

Intellectual Property License Agreement

We entered into an intellectual property license agreement with Cyclerion pursuant to which each party granted a license to the other party to certain know-how. We granted Cyclerion a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license to certain know-how to allow Cyclerion to use such know-how in connection with Cyclerion's ongoing and future research and development activities related to sGC stimulator products in any field. Cyclerion granted us a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license to certain know-how for use outside of the research and development of sGC stimulator products, including in our existing products and product candidates. Such licenses between the parties generally allow current or future uses of the know-how in connection with each party's respective fields.

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Tax Matters Agreement

We entered into a tax matters agreement with Cyclerion that governs Ironwood's and Cyclerion's respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution of Cyclerion common stock to Ironwood stockholders and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters.

The tax matters agreement imposed certain restrictions on Cyclerion and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) designed to preserve the tax-free status of the distribution and certain related transactions. The tax matters agreement also provided special rules that allocate tax liabilities in the event the distribution, together with certain related transactions, is not tax-free. In general, under the tax matters agreement, each party is expected to be responsible for any taxes imposed on Ironwood or Cyclerion that arise from the failure of the distribution, together with certain related transactions, to qualify as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code, to the extent that the failure to so qualify is attributable to an acquisition of stock or assets of, or certain actions, omissions or failures to act of, such party. If both Cyclerion and Ironwood are responsible for such failure, liability will be shared according to relative fault. U.S. tax otherwise resulting from the failure of the distribution, together with certain related transactions, to qualify as a transaction that is tax-free generally is the responsibility of Ironwood.

Employee Matters Agreement

We entered into an employee matters agreement with Cyclerion, which allocated assets, liabilities and responsibilities relating to the employment, compensation, and employee benefits of Ironwood and Cyclerion employees, and other related matters in connection with the Separation, including the treatment of outstanding incentive equity awards and certain retirement and welfare benefit obligations. The employee matters agreement generally provided that, unless otherwise specified, Cyclerion is responsible for liabilities associated with employees who transferred to Cyclerion and employees whose employment terminated prior to the Separation but who primarily supported the Cyclerion business, whether incurred prior to or after the Separation, and Ironwood is responsible for liabilities associated with other employees, including employees retained by Ironwood.

The Private Placement

On February 25, 2019, Cyclerion, which was Ironwood's wholly owned subsidiary at the time, and various investors entered into an amended and restated common stock purchase agreement pursuant to which these investors agreed to make an aggregate cash investment in Cyclerion. These investors included the following, each of whom was either an Ironwood director, an Ironwood executive officer, an immediate family member of an Ironwood director or executive officer, an entity related to such a director, executive officer or immediate family member, or beneficially owned at least 5% of Ironwood's Class A common stock: accounts managed by direct or indirect subsidiaries of FMR LLC, a donor advised fund created by Dr. Hecht, Dr. Currie and certain members of Dr. Hecht's immediate family, including through a trust or donor advised fund. Pursuant to this agreement, accounts managed by direct or indirect subsidiaries of FMR LLC agreed to invest up to $17,500,004, the donor advised fund created by Dr. Hecht agreed to invest up to $34,000,000, Dr. Currie agreed to invest up to $4,000,000 and Dr. Hecht's immediate family agreed to invest up to $6,800,000 in the aggregate. This investment closed on April 2, 2019.

Procedures for Related Party Transactions

Under our code of business conduct and ethics, our employees,directors, officers and directorsemployees are discouraged from entering into any transactionactivity that may create or give the appearance of a conflict of interest. In addition, they must report any potential conflict of interest, including related party transactions, to their supervisor, certain members of our management or the chair of our audit committee. Pursuant to its charter, our audit committee must review and approve anyall related party transactions including those transactions involving our directors.required to be disclosed under Item 404 of Regulation S-K under the Exchange Act. In approving or rejecting a proposed transaction, the audit committee considers the relevant facts and circumstances available to and deemed relevant by the audit committee, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or

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products and, if applicable, the impact on a director'sdirector’s independence. Our audit committee will approve only those transactions that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our audit committee determines in the good faith exercise of its discretion. A copy of our code of business conduct and ethics and our audit committee charter are available through the Investors section of our website atwww.ironwoodpharma.com, under the heading Corporate Governance.

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PROPOSAL 3
Ratification of
Our Selection
of Auditors

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OUR BOARD RECOMMENDS THAT YOU Proposal No. 3RATIFY

THE SELECTION OF ERNST & YOUNG LLP AS OUR AUDITORS FOR FISCAL YEAR 2022

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Proposal No. 3
Our audit committee has appointed Ernst & Young LLP to serve as our auditors for the fiscal year ending December 31, 2020.2022. The firm of Ernst & Young LLP, an independent registered public accounting firm, has audited the books and accounts of Ironwoodserved as Ironwood’s auditor since 1998 and has audited our financial statements for the years ended December 31, 2019, 2018 and 2017.1998. Detailed disclosure of the audit, audit-related, tax and other fees we paid tobilled for services rendered by Ernst & Young LLP in 20192021 and 20182020 are set forth below. There were no audit-related and tax fees billed for services rendered by Ernst & Young LLP in 2021 and 2020. Based on these disclosures and information in the audit committee report on page 1720 of this proxy statement, our audit committee is satisfied that our auditors are sufficiently independent of management to perform their duties properly. Although not legally required to do so, our board of directors considers it desirable to seek, and recommends, stockholder ratification of its selection of auditors for fiscal year 2020.

2022.

Representatives of Ernst & Young LLP are expected to attend the virtual annual meeting to answer any questions and they will have the opportunity to make a statement if they wish.

The table below presents aggregate fees for professional audit services rendered by Ernst & Young LLP for the years ended December 31, 2019 and 2018 for the audits of our annual financial statements for the years ended December 31, 2021 and 2020 and fees billed for other services rendered by Ernst & Young LLP during those periods. It is the audit committee'scommittee’s policy that all audit and non-audit services to be performed by Ernst & Young LLP be pre-approved. The audit committee annually reviews and pre-approves the permissible services that may be provided by Ernst & Young LLP to assure the provision of such services does not impair the auditor'sauditor’s independence. In accordance with the pre-approval policy, our management informs the audit committee of each service performed by Ernst & Young LLP pursuant to the pre-approval policy. Requests to provide services that require separate approval by the audit committee are submitted to the audit committee or its designee by both our chief financial officer or chief accounting officercontroller and Ernst & Young LLP. All of the services described in the following fee table were approved in conformity with the audit committee'scommittee’s pre-approval policy.

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20212020
Audit$1,175,499$1,372,342
All other$1,990$6,860
Total$1,177,489$1,379,202

  2019  2018
 

Audit

 $1,840,900 $994,154 

Audit-related

 $ $1,564,161 

Tax

 $ $ 

All other

 $1,735 $6,910 

 $1,842,635 $2,565,225 

Audit fees for 20192021 and 20182020 were for professional services rendered for the audits of our financial statements and internal controls over financial reporting, including accounting consultation,consultations and reviews of quarterly financial statements, as well as for services that are normally provided in connection with regulatory filings or engagements, including auditor consents. Audit fees for 2019 were significantly higher than they were in 2018 due to services provided in connection with the Separation, including the review and/or audit of discontinued operations, as well as accounting review of certain collaboration and co-promotion agreements and debt-related transactions.

Audit-related fees for 2018 were principally comprised of services provided in connection with the Separation, including the review and/or audit of Cyclerion carve-out financial statements, as well as accounting consultations associated with the anticipated adoption of new accounting standards.

Other

All other services in 20192021 and 20182020 include license fees for a web-based accounting research tool.

Other than the foregoing, Ernst & Young LLP did not provide any other services to us in 20192021 or 2018.

2020.

Vote Required

The approval of the proposal to ratify the selection of Ernst & Young LLP as our auditors requires a majority of the votes cast for or against the proposal. Because we believe this matter to be routine, a broker nominee may vote on your behalf if you do not otherwise provide instructions. As a result, we do not expect there will be any broker non-votes on this matter. Abstentions will not affect the outcome of this proposal.

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User'sUser’s Guide

Our board of directors is soliciting proxies for the 20202022 annual meeting of stockholders. This proxy statement explains the agenda, voting information and procedures for the meeting. Please read it carefully. This proxy statement and related materials are first being made available to stockholders on or about April 21, 2020,2022, and the notice of internet availability of proxy materials is first being sent to our stockholders on the same day. All stockholders will also have the ability to access the proxy materials online through the Investors section of our website atwww.ironwoodpharma.com, under the heading Featured Reports.Financial Information — SEC Filings.

Who can vote

Only stockholders of record of our Class A common stock at the close of business on April 13, 20206, 2022 can vote at the meeting.

Quorum

In order to hold and complete the business of the annual meeting, we must have a majority of the votes entitled to be cast represented at the meeting or by proxy. On our record date, April 13, 2020,6, 2022, we had 159,374,029154,956,855 shares of our Class A common stock outstanding and entitled to vote. With respect to all matters that will come before the meeting, each share is entitled to one vote.

Notice of internet availability of proxy materials

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials via the internet. Accordingly, we are sending a notice of internet availability of proxy materials to our stockholders. All stockholders will have the ability to access the proxy materials on the website referenced in the notice and to request to receive a printed set of the proxy materials by mail. Instructions on how to access the proxy materials over the internet and how to request a printed copy may be found in the notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the internet or through email to help reduce the environmental impact of our annual meetings.

Voting procedures—procedures — stockholders of record and beneficial owners

You are a stockholder of record if your shares of our stock are registered directly in your own name with our transfer agent, Computershare Trust Company, N.A., or Computershare. You are a beneficial owner if a brokerage firm, bank, trustee or other agent, called a "nominee,"“nominee,” holds your stock. This is often called ownership in "street name"“street name” because your name does not appear in the records of Computershare. If you hold your shares in street name, you should receive a voting instruction form from your broker nominee.

How to vote your shares.

If you are a stockholder of record, there are four ways to vote:


Online Before the Meeting. You may vote by proxy via the internet by following the instructions provided on the notice of internet availability of proxy materials or the proxy card. You must have the 16-digit control number that is on either the notice of internet availability of proxy materials or the proxy card when voting.

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    Online During the Meeting. You may vote online during the annual meeting through the linkwww.virtualshareholdermeeting.com/IRWD2020IRWD2022. The 16-digit control number provided on your notice of

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internet availability of proxy materials or proxy card is necessary to access the website. The meeting will begin at 9:00 a.m. Eastern Time (with check-inlog-in beginning at 8:45 a.m. Eastern Time) on Wednesday, June 3, 2020.1, 2022.


By Telephone. If you request printed copies of the proxy materials by mail and you live in the United States or Canada, you may vote by proxy by calling the toll-free number found on the proxy card. You must have the control number that is on the proxy card when voting.


By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

If you are a beneficial owner of shares held in street name, there are four ways to provide voting instructions:


Online Before the Meeting. You may provide voting instructions via the internet by following the instructions provided on your voting instruction form. You must have the 16-digit control number that is on the voting instruction form when voting.


Online During the Meeting. You may vote online during the annual meeting through the linkwww.virtualshareholdermeeting.com/IRWD2020IRWD2022.. The 16-digit control number provided on your voting instruction form is necessary to access the website. The meeting will begin at 9:00 a.m. Eastern Time (with check-inlog-in beginning at 8:45 a.m. Eastern Time) on Wednesday, June 3, 2020.1, 2022.


By Telephone. You may provide voting instructions by calling the toll-free number found on your voting instruction form. You must have the control number that is on the voting instruction form when voting.


By Mail. You may provide voting instructions by filling out the voting instruction form and sending it back in the envelope provided.

How you may revoke your proxy or voting instructions. If you are a stockholder of record, you may revoke or amend your proxy before it is voted at the annual meeting by writing to us directly in a timely manner "revoking"“revoking” your earlier proxy, submitting a new proxy in a timely manner with a later date by mail, over the telephone or on the internet, or by attending the meeting and voting. Your last dated proxy timely received prior to or vote cast at the annual meeting will be counted.

What if you receive more than one notice of internet availability of proxy materials, proxy card or voting instruction form? This means that you may have more than one account at Computershare and/or with a nominee. Your notice of internet availability of proxy materials, proxy card or voting instruction form lists the number of shares you are voting. Please vote the shares on all notices of internet availability of proxy materials, proxy cards and voting instruction forms that you receive.

We recommend you consolidate your holdings under the same name, address and tax identification number, if possible. This will eliminate some duplication of mailings and reduce costs. Please contact your nominee to consolidate accounts, or our transfer agent, Computershare, at (800) 368-5948, as applicable.

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Householding of proxy materials.Table SEC rules concerning the delivery of Contentsproxy materials allow us or your broker to send a single notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family, unless we have received contrary instructions from one or more of the stockholders. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our notices, annual reports, proxy statements and information statements.

We will undertake to deliver promptly, upon written request, a separate copy to a stockholder at a shared address to which a single copy of the notice of internet availability of proxy materials was delivered. You may make a written request by sending a notification to our Secretary at the address below, providing your name, your shared address, and the address to which we should direct the additional copy of the notice of internet availability of proxy materials. Multiple stockholders sharing an address who have received one copy of a mailing and would prefer us to mail each stockholder a separate copy of future mailings should contact us at the below address, as well. Additionally, if current stockholders with a shared address received multiple copies of a mailing and would prefer us to mail one copy of future mailings

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to stockholders at the shared address, notification of that request may also be sent to us at the below address. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
Any request relating to receipt of proxy materials should be sent to: Secretary, Ironwood Pharmaceuticals, Inc., 100 Summer Street, Suite 2300, Boston, Massachusetts 02110.

Abstentions and "broker“broker non-votes." If you are a stockholder of record and you vote "abstain"“abstain” or "withhold"“withhold” on any matter, your shares will not be voted on that matter and will not be counted as votes cast in the final tally of votes on that matter. However, your shares will be counted for purposes of determining whether a quorum is present. If you are a beneficial owner holding shares through a broker nominee, you may instruct your broker nominee that you wish to abstain from voting on a proposal or withhold authority to vote for one or more nominees for director.

A broker nominee generally may not vote on "non-routine"“non-routine” matters without receiving your specific voting instructions. A "broker non-vote"“broker non-vote” occurs when a broker nominee holding shares in street name votes shares on some matters at the meeting but not others. Like abstentions, broker non-votes are counted as present and entitled to vote for quorum purposes, but are not counted as votes cast. AtBroker nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a broker nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that at the annual meeting of stockholders your broker nominee will not be able to submit a vote on the election of directors or the advisory votes on named executive officer compensation unless it receives your specific instructions. If your broker nominee does not receive your specific instructions, for these proposals, itbut will submit a broker non-vote. The broker nominee will, however, be able to vote on the ratification of the selection of our independent auditors even if it does not receive your instructions. As a result, if your broker nominee does not receive your specific instructions so we dofor these proposals, it will submit a broker non-vote on the election of directors or the advisory votes on named executive officer compensation and may vote on the ratification of the selection of our independent auditors even if it does not expect any broker non-votes will exist in connection with such proposal.

receive your instructions.

Discretionary authority. If you are a stockholder of record and you properly submit your proxy card without making any specific selections, your shares will be voted on each matter before the annual meeting in the manner recommended by our board of directors. If other matters not included in this proxy statement properly come before the annual meeting, the persons named on the proxy card, or otherwise designated, will have the authority to vote on those matters for you as they determine, to the extent permitted by Rule 14a-4(c)(1) of the Exchange Act. If you are a beneficial owner of shares held in street name, please see the discussion above regarding broker non-votes and the rules related to voting by broker nominees.

Vote required

The required vote for each of the proposals expected to be acted upon at the annual meeting is described below.

Proposal No. 1—1 — Election of Class I Directors:

The board of director nominees will be determined by a plurality of the threevotes cast, meaning that board of director nominees for director with the highestgreatest number of affirmative votes cast for election, even if less than a majority, will be elected as directors to serve for one-year terms and until their successors arehis or her successor is duly elected and qualified or until their death, resignation or removal. We expect that broker nominees will not have discretion to vote on this proposal without your instruction; if you do not instruct your broker nominee how to vote on this proposal, your broker nominee will deliver a broker non-vote. Because there is no minimum vote required, abstentions and broker non-votes will not affect the outcome of this proposal.

Proposal No. 2—2 — Advisory (non-binding) Vote on Named Executive Officer Compensation, or "Say-on-Pay"“Say-on-Pay”:
because
Because this proposal calls for a non-binding, advisory vote there is no "required vote"“required vote” that would constitute approval. However, our board of directors, including our compensation and HR committee, values the opinions of our stockholders and, to the extent there are a substantial number of votes cast against the named executive officer compensation disclosed in this proxy statement, we will consider our stockholders'stockholders’ concerns and evaluate what actions may be appropriate to address those concerns. BrokerWe expect that broker nominees dowill not have discretion to vote on

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this proposal without your instruction; if you do not instruct your broker nominee how to vote on this proposal, your broker nominee will deliver a broker non-vote. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the outcome of this proposal.

Proposal No. 3—3 — Ratification of Auditors:

theThe approval of this proposal requires a majority of the votes cast for or against the proposal. Abstentions and broker non-votes will not affect the outcome of this proposal. Further, because we believe this matter to be routine, a broker nominee may vote on your behalf if you do not otherwise provide instructions. As a result, we do not expect there will be any broker non-votes on this matter.

Results of the voting. We expect to announce the preliminary voting results at the annual meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which we are required to file with the SEC, within four business days following the annual meeting.

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Costs of solicitation and solicitation participants. We will pay the costs of soliciting proxies. These costs also include support for the hosting of the virtual meeting. We will solicit proxies by email from stockholders who are our employees or who previously requested to receive proxy materials electronically. Our directors, our officers and our employees also may solicit proxies on our behalf, personally, electronically or by telephone, facsimile or mail or other means, without additional compensation. We may request that brokerage firms, banks and other agents forward proxy materials to beneficial owners and we would reimburse such institutions for their out-of-pocket expenses incurred.

We may also utilize the assistance of third parties in connection with our proxy solicitation efforts and we would compensate such third parties for their efforts. We have engaged one such third party, MacKenzie Partners, to assist in the solicitation of proxies and provide related advice and informational support, for service fees of up to $20,000$12,500 and the reimbursement of certain expenses.

Additional Meeting Information

We encourage you to access the meeting prior to the start time. Please allow sufficient time for online check-in,log-in, which begins at 8:45 a.m. Eastern Time. You may check your browser'sbrowser’s compatibility any time prior to the meeting atwww.virtualshareholdermeeting.com/IRWD2020IRWD2022. If you want to submit a question you may do so electronically starting at the time of check-in or during the meeting.

If you have technical difficulties or trouble accessing the virtual meeting, there will be technicians ready to assist you. If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholderstockholder meeting log in page.

If you want to submit a question you may do so electronically starting at the time of check-in or during the meeting. We will post any appropriate questions received during the meeting and our answers in the Investors section of our website atwww.ironwoodpharma.com as soon as practical after the meeting.

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Stockholder Communications, Proposals
and Nominations for Directorships

Communications

Communications

A stockholder may send general communications to our board of directors, any committee of our board of directors or any individual director by directing such communication to General Counsel,Secretary, Ironwood Pharmaceuticals, Inc., 100 Summer Street, Suite 2300, Boston, Massachusetts 02110. All communications will be reviewed by our general counselSecretary and, if requested by the stockholder, forwarded to our board of directors or an individual director, as applicable. Our general counselSecretary reserves the right not to forward to our board of directors or any individual director any abusive, threatening or otherwise inappropriate materials.

Any request for materials or other communications directed to our secretary should be sent to: Secretary, Ironwood Pharmaceuticals, Inc., 100 Summer Street, Suite 2300, Boston, Massachusetts 02110.

Proposals and Nominations

Proposals and Nominations

Stockholders who wish to present a proposal for inclusion in our proxy materials for our 20212023 annual meeting should follow the procedures prescribed in Rule 14a-8 under the Exchange Act and our bylaws. Those procedures require that we receive a stockholder proposal in writing no later than December 22, 20202022 in order for such proposal to be included in our proxy materials.

Under our bylaws, stockholders who wish to nominate a director or include a proposal in our 20212023 annual meeting of stockholders (but do not wish to include such proposal in our proxy materials) must give us timely notice. To be timely, a notice of director nomination or other proposal for the 20212022 annual meeting of stockholders must be received by us no earlier than March 5, 20213, 2023 and no later than April 4, 2021,2, 2023, unless the date of the 20212023 annual meeting of stockholders is more than 30 days from the anniversary date of the 20202022 annual meeting of stockholders, in which event the notice must be received by us on or before 15 days after the day on which the date of the 20212023 annual meeting of stockholders is first disclosed in a public announcement. The notice must contain specified information that is prescribed in our bylaws about you and the director nominee or the proposal, as applicable. If any director nomination or stockholder proposal is submitted after April 4, 2021,2, 2023, our bylaws provide that the nomination or the proposal shall be disregarded.

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SEC Filings

We file annual, quarterly and current reports, as well as other information with the SEC. You can obtain any of them from the SEC at its website atwww.sec.gov. The documents are also available from us without charge by requesting them in writing or by telephone from Ironwood Pharmaceuticals, Inc., 100 Summer Street, Suite 2300, Boston, Massachusetts 02110, Attention: Corporate Communications, telephone: (617) 621-7722, or by visiting the Investors section of our website atwww.ironwoodpharma.com.

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SCAN TOVIEW MATERIALS & VOTE IRONWOOD PHARMACEUTICALS, INC. 100 SUMMER STREET, SUITE 2300BOSTON, MA 02110 VOTE BY INTERNET BeforeINTERNETBefore The Meeting - Go to www.proxyvote.com Youor scan the QR Barcode aboveYou may use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. IRONWOOD PHARMACEUTICALS, INC. 100 SUMMER STREET, SUITE 2300 BOSTON, MA 02110 Duringform.During The Meeting - Go to www.virtualshareholdermeeting.com/IRWD2020 YouIRWD2022You may also vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONICinstructions.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS IfMATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTEyears.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTEinstructions.VOTE BY MAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D14047-P36525D73392-P71060 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IRONWOOD PHARMACEUTICALS, INC. The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! !! 1. Election of Directors Nominees: 01) 02) 03) Mark G. Currie, Ph.D. Jon Duane Mark Mallon For Against Abstain The Board of Directors recommends you vote FOR the following proposals: ! ! ! ! ! ! 2. Approval, by non-binding advisory vote, of the compensation paid to the named executive officers. 3. Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2020. NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateDETACH AND RETURN THIS PORTION ONLY


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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. D14048-P36525 IRONWOODwww.proxyvote.com.D73393-P71060IRONWOOD PHARMACEUTICALS, INC. AnnualINC.Annual Meeting of Stockholders Wednesday, June 3, 20201, 2022 9:00 AM Eastern Time This proxy is solicited by the Board of Directors TheDirectorsThe stockholder(s) hereby appoint(s) Mark MallonThomas McCourt and Gina Consylman,Sravan Emany, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of IRONWOOD PHARMACEUTICALS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, Eastern Time on Wednesday, June 3, 20201, 2022 via live webcast at www.virtualshareholdermeeting.com/IRWD2020,IRWD2022, and any adjournment or postponement thereof. The stockholder(s) hereby revoke(s) any proxy previously given and acknowledge(s) receipt of the notice and proxy statement for the Annual Meeting of Stockholders. ThisStockholders.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the recommendations of the Board of Directors. ContinuedDirectors.Continued and to be signed on reverse side


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