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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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IRONWOOD PHARMACEUTICALS, INC.
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IRONWOOD PHARMACEUTICALS, INC.
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100 Summer Street, Suite 2300

Boston, Massachusetts 02110


NOTICE OF 20212023 ANNUAL MEETING OF STOCKHOLDERS OF

IRONWOOD PHARMACEUTICALS, INC.

​Date:​​Tuesday, June 20, 2023​
Date:​Time:Wednesday, June 2, 2021
Time:​​9:00 a.m. Eastern Time​
Location:​Location:​​
Our 20212023 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 visiting www.virtualshareholdermeeting.com/IRWD2021IRWD2023.
​
Purpose:​Purpose:​​We are holding the annual meeting for stockholders to consider threefive company sponsored proposals:​
​​1.​​
1.
To elect our Class I directors,nine director nominees, Mark G. Currie, Ph.D., Alexander J. Denner, Ph.D. and, Andrew Dreyfus, Jon R. Duane, and our Class II directors, Marla L. Kessler, Thomas McCourt, Julie McHugh, Catherine Moukheibir Lawrence S. Olanoff, M.D., Ph.D. and Jay P. Shepard, each to serve for a one-year term;
term extending until our 2024 annual meeting of stockholders and their successors are duly elected and qualified;
​
2.

To hold an advisory vote on named executive officer compensation;
​
3.
To hold an advisory vote on the frequency of the advisory vote on named executive officer compensation;
​
4.
To approve an amendment to our 2019 Equity Incentive Plan, or the 2019 Plan, to, among other things, increase the aggregate number of shares of Class A common stock authorized for issuance under the 2019 Plan by 6,000,000 shares; and
3.
​
5.
To ratify our audit committee'scommittee’s selection of Ernst & Young LLP as our auditors for 2021.2023.
​
​

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 and Class II director (proposal no. 1), "for"“for” the advisory vote on named executive officer compensation (proposal no. 2), “one year” for the frequency of the advisory vote on named executive officer compensation (proposal no. 3), “for” the approval of the amendment to our 2019 Plan (proposal no. 4), and "for"“for” ratification of our selection of auditors (proposal no. 3)5) . Only stockholders of record at the close of business on April 12, 202121, 2023 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.

The safety of our stockholders is important to us and given the current guidance by public health officials and protocols that federal, state and local health authorities have imposed surrounding the coronavirus (COVID-19) pandemic, at the time of this filing we believe it is not advisable to hold our

Our annual meeting, as in person.prior years, will be conducted in 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. A virtual meeting allows more stockholders to attend the meeting without cost from anywhere around the globe. 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 stockholders 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 at www.virtualshareholdermeeting.com/IRWD2021IRWD2023, 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 27, 2023
Sincerely,
[MISSING IMAGE: sg_thomasmccourt-bw.jpg]
Thomas McCourt
Chief Executive Officer and Director
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Proxy Material Mailing Date:
April 22, 2021

Sincerely,
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Thomas McCourt
President and Interim Chief Executive Officer

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​
Letter From Our President and Interim CEO1
​ ​​ ​ ​

About Ironwood


3
​ ​​ ​ ​

Our Board of Directors


5
​ ​​​​1​​

Proposal No. 1 Election of Directors

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27About Ironwood
​ ​​​​3​​

Our Executives

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28Our Board of Directors
​ ​​​​6​​

Executive Compensation​


31Proposal No. 1 Election of Directors

​ ​​​​26​​
​Our Executives​​​​28

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​Executive Compensation​​​​31​​
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Compensation Discussion and Analysis


31
​ ​​​​31​​
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Compensation Tables


51
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Proposal No. 2 Advisory Vote on Named Executive Officer Compensation



67
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Our Stockholders​


68Proposal No. 3 Advisory Vote on The Frequency of The Advisory Vote on Named Executive Officer Compensation

​ ​​​​73​​
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Proposal No. 4 Amendment to Ironwood’s 2019 Equity Incentive Plan		​​​​75​​
​Our Stockholders​​​​83​​
​Certain Relationships and Related Person Transactions


71
​ ​​​​86​​
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Proposal No. 35 Ratification of our Selection of Auditors


75
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User's Guide


76
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87
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User’s Guide		​​​​89​​
​Stockholder Communications, Proposals and Nominations for Directorships


80
​ ​​​​93​​
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SEC Filings


81
​ ​​​​94​​
​Appendix A — Amendment and Restatement 2019 Equity Incentive Plan​​​​A-1​​
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Letter From Our President
and Interim CEO

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Dear Ironwood stockholders,

Our team showed passion and commitment in 2020 as

With great pride, I share the tremendous strides we continued to execute towards our mission, despite the challenges brought on by the COVID-19 pandemic. Ironwood's business fundamentals and financials are strong and we believe the strength of LINZESS® (linaclotide), combined with continued profit and cash generation in 2020, provide a solid foundation for our future.

We have a significant opportunity to execute onmade this past year toward our vision to becomeof becoming the leading U.S. gastrointestinal, or GI healthcare company advancing treatments forin the U.S. Our efforts to advance GI diseasestreatment and redefiningredefine the standard of care for GI patients. Ourpatients remain central to our mission as an organization and the value we deliver to our stakeholders. We remain focused on executing our GI-focused strategy to get there is grounded on three priorities:by 1) maximizing LINZESS building an® (linaclotide), 2) strengthening and progressing our innovative GI pipeline,portfolio, and 3) delivering sustained profits and generating cash flow.

We are Executing Our GI-Focused Strategy

​
2022 was a tough year for the economy and broader biopharmaceutical industry. Despite the challenges our industry faced, I am delighted to report we continued to drive strong LINZESS showed remarkable resilience in 2020, delivering $931prescription demand growth, delivered our full year adjusted EBITDA guidance of over $250 million in 2020and made strides across all three of our key strategic priorities.
While 2022 LINZESS U.S. net sales—an increase of 10% year-over-year—further strengthening its positionsales growth came in lower than our expectations, during 2022, LINZESS continued to see strong prescription demand growth, profitability, and widespread acceptance among healthcare practitioners as the number one prescribed medicineU.S. branded prescription market leader for adults with IBS-C or CIC. Now in its eleventh year on the U.S.market, LINZESS has treated over 4 million unique patients, reflecting the true magnitude of its impact. Additionally, LINZESS is strongly recommended by guidelines of the American Gastroenterological Association (AGA) and American College of Gastroenterology (ACG) for the treatment of adult patients with IBS-C.
Our strong balance sheet, and our highly skilled and GI-experienced management team, position us well to continue to invest in LINZESS as a growth brand and actively pursue highly differentiated GI assets to add to our portfolio. We continue to take a balanced and disciplined approach to capital deployment and remain focused on identifying and investing in opportunities that we believe will create value for our patients and shareholders over the long term.
We are particularly excited about the potential to expand the clinical utility of LINZESS to underserved patient populations. We submitted a supplemental New Drug Application (sNDA) with the U.S. FDA for functional constipation in children and adolescents 6 to 17 years of age, which the U.S. FDA granted priority review and assigned a Prescription Drug User Free Act date of June 14, 2023. If approved, LINZESS would be the first and only U.S. FDA-approved prescription therapy for functional constipation in this patient population — an estimated 6 million patients in the U.S. This would be incremental to the need that still exists among the approximately 40 million adults with irritable bowel syndrome with constipation, orin the U.S. that suffer from IBS-C or chronic idiopathic constipation, or CIC. We strongly believe therethat LINZESS is substantial opportunitywell-positioned to be the branded market leader across both its current and potential future indications.
We continue our efforts to build our innovative pipeline by advancing clinical trial programs for continued growthpotential treatments for primary biliary cholangitis (PBC) and are working closely withinterstitial cystitis/bladder pain syndrome (IC/BPS), and endometriosis. In 2022, our partner, AbbVie Inc., or AbbVie, to advance innovative commercial strategiesCOUR Pharmaceuticals, initiated a proof-of-concept study in PBC for CNP-104, and enhance linaclotide's clinical utility through lifecycle management.

We are also seeking to build an innovative development portfolio by advancingwe kicked off study startup activities at the end of the year for IW-3300, our own IW-3300wholly-owned guanylate cyclase-C (GC-C) agonist for the potential treatment of visceral pain conditions, and by pursuing assets that target serious, organic GI diseases.such as interstitial cystitis/bladder pain syndrome (IC/BPS). We had some disappointing outcomes fromanticipate several exciting milestones ahead with the potential to advance the value potential of our GI development pipeline last year, and while these typesin 2023.


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Our record-high employee engagement scores led to a third-consecutive Top Workplaces USA award, a source of outcomes are not uncommon in drug development, they are never easy when there are so many patients in need of new therapies. However, with continued scientific progress and our unique expertise and capabilities within GI, we remain committed in our pursuit of innovative treatmentspride for GI diseases.

And lastly, we are continuing our disciplined approach to capital allocation to support our goal of delivering sustainable profits and cash flow.Ironwood. We achievedrecently published our second full year of profits in 2020, recording $106 million in net income. Importantly, we ended 2020 with $363 million in cashEnvironmental, Social, and cash equivalents—Governance (ESG) Report and continue to enhance our focus on building Diversity, Equity, and Inclusion (DE&I) into our daily business.

I encourage you to read the pages that follow that tell you more than doublingabout our cash position from the end of 2019.

We are Committed to Fostering an Inclusive and Diverse Culture

journey as a company. We believe that creating an equitable, inclusive and diverse cultureIronwood is critical to attracting, motivating, and retaining the talent necessary to deliver on our mission. In 2020,well-positioned for continued growth as we adopted a long-term equality, diversity and inclusion strategy, introduced new learning and development opportunities, strengthened our talent acquisition strategies, and made contributions to organizations that advance racial equality and social justice in our communities.

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We are Focused on Driving Stockholder Value

We remain focused on driving value for our stockholders by bringing important medicines to patients and building a growing and successful business. This is central to successfully executingexecute against our strategic priorities, make a difference in the lives of GI patients, and a critical threshold asresponsibly generate shareholder value. We ask for your voting support on the items described in this proxy statement so we can have the opportunity to continue to invest thoughtfully intodeliver for you and all our business. Thank you for supporting Ironwood and our path forward. I am confident that with continued focus and execution, Ironwood is well positioned to deliver benefits for patients and value for stockholders.

Sincerely,

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Thomas McCourt
President and Interim
Chief Executive Officer

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and Director


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About Ironwood

We aspire to bring innovative treatments for GI diseases to patients in need.

We are a GIgastrointestinal (GI) healthcare company on a missiondedicated to advanceadvancing the treatment of GI diseases and redefineredefining the standard of care for GI patients. Leveraging our demonstrated expertise and capabilities in GI diseases, weWe are focused on the development and commercialization of innovative GI product opportunities in areas of significant unmet need.

LINZESS®need, leveraging our demonstrated expertise and capabilities in GI diseases.

LINZESS® (linaclotide), our commercial product, is the first product approved by the United States Food and Drug Administration, or U.S. FDA, in a class of GI medicines called guanylate cyclase type C agonists, or GC-C agonists, and is indicated for adult men and womenadults suffering from irritable bowel syndrome with constipation, or IBS-C, or chronic idiopathic constipation, or CIC. LINZESS is the U.S. branded prescription market leader for adults in the IBS-C and CIC category in the U.S. Outside of the U.S.,categories. LINZESS is available to adults suffering from IBS-C or CIC in the United States, Mexico and Saudi Arabia, IBS-C or chronic constipation in Japan, and to adults suffering from IBS-C in China (including Hong Kong and Macau).China. Linaclotide is also available under the trademarked name CONSTELLA®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 aim to leverage our leading capabilities in GI to bring additional treatment options to GI patients in the U.S.

patients.

We believe our history of innovation in GI medicine, deep expertise in developing and commercializing innovative GI therapies, established relationships within the GI community, as well as our leadership'sleadership’s experience building blockbuster brands, positions us well to advance GI care and bring treatments that canwith the potential to deliver great impact for patients, our business and our stockholders.

Our

In 2022, our GI-focused strategy, in 2020 was focusedbuilding on our commercial success and GI development capabilities, continued to center on three core priorities: drivemaximize LINZESS, growth, advancestrengthen and progress our innovative GI development portfolio, and deliver sustainable profits. Our performance against our 2020 core priorities was as follows:

sustained profits and generate cash flow.
Performance Against 2022 Strategic Priorities
1.
Drive
Maximize LINZESS Growth

​
•

We grew our share ofrecognized $398.8 million in collaborative arrangements revenue related to sales of LINZESS in the U.S. by 13% year-over-year to $369 million forduring the year ended December 31, 2020. This increase2022, a slight decrease compared to the year ended December 31, 2021. Prescription demand growth of 9% was primarily drivenoffset by a 9% increase in LINZESS prescription demandnet price erosion and inventory channel fluctuations. We remain confident in the U.S.long-term growth potential of LINZESS based on continued strong prescription demand.
​
•
In September 2022, we announced positive topline data from a Phase III clinical trial evaluating linaclotide 72 mcg in 2020 compared to 2019.

•
pediatric patients aged 6-17 years with functional constipation, or FC. The U.S. FDA approvedtrial met its primary and secondary endpoints, demonstrating that linaclotide 72 mcg improved frequency of spontaneous bowel movements and stool consistency. Linaclotide was generally well-tolerated, and the safety profile is consistent with previously reported studies with linaclotide in FC and irritable bowel syndrome in pediatric patients. In December 2022, we and AbbVie, Inc., or AbbVie, submitted a supplementalSupplemental New Drug Application, or NDA,sNDA,
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to the U.S. FDA seeking approval of a new indication of linaclotide for LINZESS, resultingFC in updatedpediatric patients aged 6-17 years. In February 2023, the U.S. prescribing informationFDA granted priority review to our sNDA and assigned a Prescription Drug User Free Act, or PDUFA, date of June 14, 2023. Additional clinical pediatric programs in IBS-C and FC are ongoing. There are currently no U.S. FDA-approved prescription therapies for FC.
2.
Strengthen and Progress our Innovative GI Portfolio
​
•
Through our collaboration and license option agreement with data demonstratingCOUR Pharmaceuticals, we and COUR are developing CNP-104 for the potential treatment of PBC, a rare autoimmune disease targeting the liver that linaclotide improvedaffects approximately 130,000 people in the overall abdominal symptomsU.S., according to a study published in Clinical Gastroenterology and Hepatology in 2018. If successful, CNP-104 has the potential to be the first approved PBC disease-modifying therapy. In December 2021, the U.S. FDA granted Fast Track Designation to CNP-104. COUR is currently conducting a clinical study to evaluate the safety, tolerability, pharmacodynamic effects and efficacy of bloating, discomfort, and painCNP-104 in adultPBC patients, with IBS-C comparedearly data assessing T-cell response from patients enrolled in the clinical study expected in the second half of 2023. We expect that such early data will inform timing of topline data readout.
​
•
We are advancing IW-3300, a GC-C agonist, for the potential treatment of visceral pain conditions, including interstitial cystitis/bladder pain syndrome, or IC/BPS, and endometriosis, both having a limited number of treatment options available. IC/BPS affects an estimated 4 to placebo.

•
We and our12 million people in the U.S. partner, AbbVie, entered into settlement agreements with the two remaining generic drug manufacturers resolving all pending patent infringement litigation brought in response to abbreviated New Drug Applications, or NDAs, seeking approval to market generic versions of LINZESS prior, according to the expirationInterstitial Cystitis Association as of our2022. An estimated 4 million reproductive-age women in the U.S. have been diagnosed with endometriosis, according to a study published in Gynecologic and AbbVie's applicable patents.

•
The United States PatentObstetric Investigation in 2017. We successfully completed Phase I studies to evaluate the safety and Trademark Office granted patents coveringtolerability of IW-3300 in healthy volunteers and expect to begin patient dosing for the formulation of the 72 mcg dose of LINZESS and methods of using the formulation. The patents are expected to expire in 2031.
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2.
Advance U.S. GI Development Portfolio

•
MD-7246:  We and AbbVie announced top-line data from a Phase II trial evaluating MD-7246,proof of concept study in IC/BPS patients in early 2023.
​
•
We also continue to evaluate innovative, externally developed clinical and commercial products for in-licensing, or acquisition opportunities. We are prioritizing assets that address serious GI diseases in areas primarily managed by gastroenterologists or hepatologists to create the next growth horizon for Ironwood as a delayed release formulation of linaclotide,leader in adult patients with abdominal pain associated with irritable bowel syndrome with diarrhea, or IBS-D. The Phase II trial did not meet its primary or key secondary endpoints. Based on these findings,GI. In addition, we are pursuing assets that we believe have a sound mechanistic rationale and AbbVie made the quick, data-driven decision to discontinue thea clear development of MD-7246.

•
IW-3718:  We announced that one of our two identical Phase III trials evaluating IW-3718, a gastric retentive formulation of a bile acid sequestrant, in refractory gastroesophageal reflux disease, or refractory GERD, did not meet the pre-specified criteria associated with a planned early efficacy assessment. Following the assessment from an independent data monitoring committee, we unblinded the datapath toward potential regulatory approval and confirmed that the data from this Phase III trial did not meet the criteria, including the study's primary endpoint of achieving a statistically significant improvement in heartburn severity. Based on these findings, we made the quick, data-drive decision to discontinue the development of IW-3718.

•
We expanded our strategy to build our GI portfolio to include external commercialcommercialization.
​
3.
Deliver Sustained Profits and earlier-stage clinical assets focused on serious, organic GI diseases.

3.
Deliver Sustainable Profits

Generate Cash Flow
​
•

We delivered net income of $106$175.1 million during the year ended December 31, 2020, reflecting our second consecutive full year of profitability.

2022.
​
•

We generated $169$273.8 million in cash from operations during the year ended December 31, 2020,2022, ending the year with $363$656.2 million in cash and cash equivalents. On
​
•
In May 2021, our Board of Directors authorized a program to repurchase up to $150.0 million of our Class A Common Stock. During 2022, we repurchased 10.8 million shares of Class A Common Stock at an aggregate purchase price of $123.4 million. We completed the share repurchase program in May 2022 and retired the repurchased shares. In addition, in June 2022, we repaid the remaining $120.7 million aggregate principal amount of the 2022 Convertible Senior Notes in cash. As of December 31, 2019,2022, we had $177$400.0 million in cashconvertible notes outstanding.
​
As 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 cash equivalents.

We demonstrated strong progress acrossgrow our corporate goalsposition as a leading GI healthcare company in 2020. As a result, our 2020the U.S.

Our 2022 company performance achievement multiplier, which we used as a key consideration in determining executive compensation for 20202022 performance, was 101%75%, as determined by our board of directors. Please see the Compensation Discussion and Analysis section included elsewhere in this proxy statement for detailed information on compensation to our 20202022 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 Ironwood’s ability to execute on its mission; the potential opportunity for LINZESS growth and improved brand margins, including the potential for LINZESS to be the branded market leader cross current and potential future indications; the advancement of our linaclotide pediatrics development program; the development of IW-3300 as a potential first in class treatment for visceral pain conditions; potential of CNP-104 to be the first PBC disease modifying therapy and the expected timing of receiving early data from the clinical study for CNP-104 in PBC patients and the results thereof, and the belief that this will inform timing of topline data readout; the in-licensing or acquisition of externally developed clinical and commercial products; 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. 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, IW-3300, and our product candidates; the risk that clinical programs and studies, including for the linaclotide pediatric program, IW-3300 and CNP-104, 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 any of our clinical pediatric programs in IBS-C and functional constipation in 6 to 17 years old, CNP-104 and/or IW-3300 are not successful or that any of our product candidates is not successfully commercialized; the risk that the FDA will not approve our sNDA submission for the potential indication in functional constipation in pediatric patients aged 6-17 years; 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, 2022, 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

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The following table sets forth certain information, as of April 22, 2021,27, 2023, with respect to each of our directors:

directors. Each director has been nominated for election at the 2023 annual meeting of stockholders to serve for a one-year term extending until the 2024 annual meeting of stockholders and his or her successor is duly elected and qualified.
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​Name​​Age​​Audit
Committee		​​Governance
and Nominating
Committee		​​Compensation
and HR Committee		​
​Mark Currie, Ph.D.​​​​68​​​​​​​​​​​​​​​​​✓​​
​Alexander Denner, Ph.D.​​​​53​​​​​​​​​​​C​​​​​​​​
​Andrew Dreyfus​​​​64​​​​​​​​​​​​​​​​​C​​
​Jon Duane​​​​64​​​​​​​​​​​✓​​​​​✓​​
​Marla Kessler​​​​53​​​​​​​​​​​​​​​​​✓​​
​Thomas McCourt​​​​65​​​​​​​​​​​​​​​​​​​​
​Julie McHugh, Chair​​​​58​​​​​✓​​​​​✓​​​​​​​​
​Catherine Moukheibir​​​​63​​​​​C​​​​​​​​​​​​​​
​Jay Shepard​​​​65​​​​​✓​​​​​​​​​​​​​​
​ ​​ ​​​​ ​​ ​​ ​​

Name

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

Mark G. Currie, Ph.D.

 66 I 2021 ​ ​ ​

Alexander J. Denner, Ph.D.

 51 I 2021   ✓  

Jon R. Duane

 62 I 2021 ​  ✓  ✓

Marla L. Kessler

 51 II 2021     ✓

Catherine Moukheibir

 61 II 2021 C ​ ​

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

 69 II 2021   C  

Jay P. Shepard

 63 II 2021  ✓ ​ ​

Andrew Dreyfus

 62 III 2022     C

Julie H. McHugh, Chair

 56 III 2022  ✓  ✓ ​

Edward P. Owens

 74 III 2022 ✓    
​ ​​​​ ​​ ​​ ​​ ​​

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

​

2021  Proxy Statement    5

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6   Ironwood
​

Class I Directors (nominated for election at the 2021 annual meeting)

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​​​​​



MARK G.

CURRIE, Ph.D.

Former President and Chief

Scientific Officer, Cyclerion

Therapeutics, Inc.

Age: 66

68

Director since 2019

Board Committees
•
Compensation and HR Committee
​
​

​

•


Dr. Currie has served as a senior advisor tobeen 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'sCyclerion’s president and chief scientific officer from April 2019 to December 2020, and, prior2020. Prior to that,joining Cyclerion, Dr. Currie served as senior vice president, chief scientific officer and president of research and development at Ironwood 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. 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, LLC.

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 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.

​
​


​​​​​



ALEXANDER J. DENNER, Ph.D.

Founding Partner and Chief

Investment Officer, Sarissa

Capital Management LP

LP; Chief
Executive Officer of Sarissa Capital Acquisition Corp.

Age: 51

53

Director since 2020

Board Committees

•


Governance and Nominating Committee,

Chair
​
​

​

•


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 2011.

Dr. Denner also has been chief executive officer of Sarissa Capital Acquisition Corp., a special purpose acquisition company since December 2020.

​
•


Prior to joining Sarissa, Dr. Denner served as a senior managing director at Icahn Capital L.P, an investment advisory firm, from 2006 to 2011. Prior to that, he served as a portfolio manager at Viking Global Investors, a private investment fund, and Morgan Stanley Investment Management, a global asset management firm.

​
•


Dr. Denner serves on the board of directors of Biogen Inc. (Nasdaq: BIIB), a public company. Dr. Denner also serves on the board of directors of Attralus, Inc. and Sarissa Capital Acquisition Corp., each of which is a privately held company. In the last five years, Dr. Denner has served as chair of the board of directors of Ariad Pharmaceuticals, Inc. and The Medicines Company, as well as a member of the board of directors of Bioverativ Inc.

Company.

​
•


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

​
•


Dr. Denner brings to the board significant experience overseeing the operations and research and development of healthcare companies and evaluating corporate governance matters. He also has extensive experience as an investor, particularly with respect to healthcare companies, and possesses broad healthcare industry knowledge.

​
​
​

6    Ironwood

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2023 Proxy Statement   7
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​​​​​

ANDREW
DREYFUS
Former President and Chief
Executive Officer for Blue Cross
Blue Shield of Massachusetts
Age: 64
Director since 2016
Board Committees
•
Compensation and HR Committee, Chair
​

​
​
•
Mr. Dreyfus most recently 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, from 2010 to 2022. From 2005 to 2010, Mr. Dreyfus served as the executive vice president of healthcare services of BCBSMA.
​
•
Prior to joining BCBSMA, he served as the first president of the Blue Cross Blue Shield 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 the Joint Commission and BCBSMA Foundation, both of which are non-profit organizations. He is a member of the advisory boards of Ariadne Labs, Vanna Health and the Massachusetts Coalition for Serious Illness Care. He previously served on the board of directors for BCBSMA, the Blue Cross Blue Shield Association and RIZE Massachusetts.
​
•
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 R.

DUANE

Senior Partner Emeritus,

McKinsey & Company

Age: 62

64

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.

​
•


At McKinsey, Mr. Duane founded and led the firm'sfirm’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.

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.

​
​
​

2021  Proxy Statement    7

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8   Ironwood
​

Class II Directors (nominated for election at the 2021 annual meeting)

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​​​​​



MARLA L.

KESSLER

Former Senior Vice President
for Strategy,

Chief Marketing and
Communications, IQVIA
HoldingsOfficer, Datavant, Inc.

Age: 51

53

Director since 2019

Board Committees

•


Compensation and HR Committee

​
​

​

•


Ms. Kessler has been chief marketing officer of Datavant, Inc., or Datavant, a health IT company, since October 2022. Prior to joining Datavant, Ms. Kessler served as chief customer officer of Aetion, Inc., or Aetion, a health care technology company, from September 2021 to October 2022, and prior that, 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.

​
​


​​​​​



CATHERINE
MOUKHEIBIR

Former

THOMAS
McCOURT
Chief Executive Officer,
MedDay Ironwood Pharmaceuticals,

Inc.

Age: 61

65

Director since 2019

Board Committees

•

Audit Committee, Chair

2021
​

​

•

Ms. Moukheibir most recently

Mr. McCourt has served as our 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 also the chairmanand member of the board of directors of MedDaysince June 2021 and had previously served as president and interim chief executive officer from March 2021 to June 2021 and as president from April 20162019 to JanuaryJune 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, Ms. Moukheibir served as the senior advisor for finance and a member of the executive board of directors at Innate Pharma SA, an oncology company, from 2011 to December 2016, and as the chief financial officer for Movetis N.V. from 2008 to 2010, when itMr. McCourt was acquired.

•

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

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.

​
•

Ms. Moukheibir currently

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 directors and chairs the audit committee of Orphazyme A/S and CMR Surgical. She also held past directorships on the boards of directors of Ablynx NV, Cerenis Therapeutics SA, Creabilis S.A., GenKyoTex S.A., Kymab Group Limited 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.

​

8    Ironwood

​

Table of Contents

​
GRAPHIC
​ ​​



LAWRENCE S. OLANOFF, M.D., Ph.D.

Former Chief Operating Officer, Forest Laboratories, Inc.

Age: 69

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 2006 to 2010. Dr. Olanoff also served as a director of Forest from 2006 to 2014.

•

From 2005 to 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, chairman of the board of directors of Mitochondria in Motion, chairman of TAC Development LLC, chairman of the Elliot and Eleanor Foundation and a member of the boardcompensation committee of directors of Clinical Biotechnology Research Institute at Roper St. Francis Hospital, the Westedge Project, Ichnos Sciences, 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 him an important asset to our board of directors.


​ ​​



JAY P.
SHEPARD

Former President and Chief
Executive Officer of Aravive,Pliant Therapeutics, Inc.

Age: 63

Director since 2020

Board Committees

•

Audit Committee

•

Mr. Shepard was president and chief executive officer of Aravive, Inc. (formerly Versartis, Inc.) (Nasdaq: PLRX), a clinical-stage oncologypublic company, from May 2015 to January 2020, and has served as a member of its board of directors since 2013 and as chairman of its board of directors since January 2020.

•

From 2012 until May 2015, Mr. Shepard was an executive partner at Sofinnova Ventures, a venture capital firm focused on the healthcare industry, which he joined as an executive in residence in 2008. From 2010 to 2012, Mr. Shepard served as president and chief executive officer and was a member of the board of directorstrustees for the American Society of NextWave Pharmaceuticals, Inc., a specialty pediatric pharmaceutical company. From 2005 to 2007,Gastrointestinal Endoscopy (ASGE). Mr. ShepardMcCourt previously served as president and chief executive officer and a member of the board of directors of Ilypsa, Inc. (acquired by Amgen Inc.), a biopharmaceutical company focused on therapies for renal and metabolic disorders.

•

Mr. Shepard currently serves on the board of directors of Inovio Pharmaceuticals,Acceleron Pharma Inc., Esperion Therapeutics, Inc.including as a member of the audit committee and the Christopher & Dana Reeve Foundation. Withinchair of the past five years, nominating and governance committee.

​
•
Mr. Shepard also served on the boards of directors of Marinus Pharmaceuticals, Inc. and Durect Corporation.

•

Mr. Shepard holdsMcCourt received a B.S. in Business Administrationpharmacy from the University of Arizona.

Wisconsin.

​
•


Given his role as our chief executive officer and his previous leadership roles at the company since joining in 2009, we believe Mr. ShepardMcCourt brings unique and in-depth insight into the operations and management of the company, which together with his extensive commercial experience, his deep expertiseknowledge of GI, and his experience launching and achieving blockbuster status for LINZESS, are valuable to our board of directors, as a recognized leader within the pharmaceutical industry, with nearly three decades of expertise as an accomplished public company CEO and senior executive.

directors.
​
​
​

2021


2023 Proxy Statement   9

Table of Contents

​
GRAPHIC

​

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

TABLE OF CONTENTS
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​​​



ANDREW
DREYFUS

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

Age: 62

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 2010. From 2005 to 2010, Mr. Dreyfus served as the executive vice president of healthcare services of BCBSMA.

•

Prior to joining BCBSMA, he served as the first president of the Blue Cross Blue Shield 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, Boys & Girls Clubs of Boston and RIZE Massachusetts. He is a member of the advisory boards of Ariadne Labs and the Leonard D. Schaeffer Center for Health Policy & Economics at the University of Southern California (USC). He is a founding member of 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.


​ ​​



JULIE H.

McHUGH, CHAIR

Former Chief Operating Officer,
Endo Health Solutions, Inc.

Age: 56

58

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 2010 through 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 Trevena, Inc. (with such service to end in connection with Trevena, Inc.'s 2021 annual meeting of stockholders), Aerie Pharmaceuticals, Inc. andthe following public companies: Lantheus Holdings, Inc. She(Nasdaq: LNTH), and Evelo Biosciences, Inc. (Nasdaq: EVLO). Ms. McHugh also serves on the board of directors of Evelo Biosciences, Inc., including serving as chair of the nominating and corporate governance committee and asXellia Pharmaceuticals ApS, a member of the audit committee.privately held company. She also chairsserves 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 The New Xellia Group.University. She previously served on the board of directors for Aerie Pharmaceuticals, Inc., Trevena, 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. Her deep knowledge of Ironwood'sIronwood’s history and strategy and strong relationships with our senior leadership team also make her a valuable resource, particularly during theresource.
​
​
​​​​​
CATHERINE
MOUKHEIBIR
Former Chief Executive Officer,
MedDay Pharmaceuticals
Age: 63
Director since 2019
Board Committees
•
Audit Committee, Chair
​
​​
•
Ms. Moukheibir most recently served as chief executive officer transition period.

​

10    Ironwood

​

Table of Contents

​
GRAPHIC
​
​ ​​



EDWARD P.
OWENS

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

Age: 74

Director since 2013

Board Committees

•

Audit Committee

•

Mr. Owensof 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 2016, and as the chief financial officer for Movetis N.V. from Wellington in December 2012.

2008 to 2010, when it was acquired.

​
•

Mr. Owens

Ms. Moukheibir previously served as the director of capital markets for Zeltia Group S.A. from 2001 to 2007.
​
•
Ms. Moukheibir currently serves on the board of directors of Stealth BioTherapeutics Corpthe following public companies: MoonLake Immunotherapeutics AG (Nasdaq: MLTX), Biotalys NV (EBR: BTLS) and ESCAPE Bio. HeOxford 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
TABLE OF CONTENTS
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​​​​​
JAY
SHEPARD
Former President and Chief
Executive Officer of Aravive, Inc.
Age: 65
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, Cessation Therapeutics, Inc. 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.
​
​
​

2021


2023 Proxy Statement   11

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Table of Contents

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TABLE OF CONTENTS
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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 the treatment of GI diseases and redefining the standard of care for 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 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.

[MISSING IMAGE: bc_line-4c.jpg]









​​​​Broader Business​​Healthcare 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.

​✓✓✓✓✓✓✓

Jon R. Duane

✓✓✓✓

Edward P. Owens

✓✓✓​✓​​​

Mark G. Currie, Ph.D.

✓✓✓✓✓✓✓

Marla L. Kessler

​✓✓✓​​✓✓

Catherine Moukheibir

✓✓✓✓✓✓

Alexander J. Denner, Ph.D.

✓✓✓​✓​​​

Jay P. Shepard

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


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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 27, 2023)​
​Board Size:​​​​​​​​​​​​​
​Total Number of Directors​​​​​​​​9​​​​
​Gender Identity:​​Female​​Male​​Non-Binary​​Did Not Disclose Gender​
​Directors​​3​​5​​​​​1​
​Demographic Background:​​​​​​​​​​​​​
​African American or Black​​​​​​​​​​​​​
​Alaskan Native or Native American​​​​​​​​​​​​​
​Asian​​​​​​​​​​​​​
​Hispanic or Latinx​​​​​​​​​​​​​
​Native Hawaiian or Pacific Islander​​​​​​​​​​​​​
​White​​3​​5​​​​​​​
​Two or More Races or Ethnicities​​​​​​​​​​​​​
​LGBTQ+​​​​​​​​​​​​​
​Did Not Disclose Demographic Background​​​​​​​​1​​​​
​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 20, 2021,27, 2023, the average age of our independent directors'directors was 61 years, and the average tenure of our independent directors was approximately 3.84.8 years. Six of our ten directors joined our board of directors since our separation, or Separation,

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from Cyclerion Therapeutics, Inc., or Cyclerion, in April 2019, including two directors, Dr. Denner and Mr. Shepard, who joined our board of directors in 2020.

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 2020, each director, except Dr. Denner and Mr. Shepard,2022, directors completed a written questionnairequestionnaires which solicited open-endedopen- ended and candid feedback on an anonymous basis. Dr. Dennerbasis, and Mr. Shepard did not complete a written questionnaire as they joined the board of directors in the fourth quarter of 2020.each director was then provided with their individual evaluation. In addition to the director evaluations, we also solicit annual feedback from senior management concerning the board'sboard’s performance on an anonymous basis. After the collective board and committee evaluations and comments (including those from senior management) and the self and peer evaluations and comments were compiled, the

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chair of the governance and nominating committee met with our chair of the board and Mark Mallon,Thomas McCourt, our former 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 (except Dr. Denner and Mr. Shepard) 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 I and Class IIall directors up for election at the 20212023 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 and relationships. The boardWe and management had built a strong relationship with Dr. Denner from his role as chief investment officer of Sarissa Capital Management LP, one of Ironwood's largest stockholders, and valued his significant experience overseeing the operations of healthcare companies. For that reason, our governance and nominating committee recommended and the board elected Alexander J. Denner, Ph.D. to join our board effectiveof directors retain executive search firms and other third parties from time to time to assist in November 2020. In 2020, we also worked with a leadership consulting firm to identify opportunities to build on capabilities we believed were necessary to execute on our strategic priorities. In connection with that process, we identified an opportunity to add a director with experience as a chief executive officer in the pharmaceutical industry with a history of value creation through inorganic growth to our board. We then retained a search firm to identify candidates that met these qualifications and, through that process, identified Jay P. Shepard, who the governance and nominating committee recommended and the board elected to join our board effective in December 2020.

finding suitable candidates.

Stockholders who wish to recommend candidates may contact the governance and nominating committee in the manner described in Stockholder 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.

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

Number of Independent Directors/Total Number of Directors​​8/9​
​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 tennine members.
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 our board of directors among the three classes until the declassification
All 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 one-year term of a class of directors, directors in that class will be eligible to be nominated andare elected for a new one-year term at the annual meeting in the year in which their term expires. The current members of each class are set forth in the table above under Who We Are.

On 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 allow the company's stockholders to vote on the election of the entire board of directors on an annual basis rather than on a staggered basis. Consistent with the amendment to our Certificate of Incorporation that was approved by our stockholders, the declassification of the board of directors is being phased in as follows:

    •
    at our 2020 annual meeting of stockholders, the Class I directors stood 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.

For so long as our board of directors is classified, directors maycan be removed by our stockholders only for cause. Following the declassification of our board of directors, our directors will be removable 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 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'scompany’s 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

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only qualify as an "independent director"“independent director” if, in the opinion of that company's

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company’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 Shepard, Mses. Kessler, McHugh and Moukheibir, and Drs. Currie and Denner, and Olanoff, representing nineeight of our tennine 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). Dr. Currie, who served asMr. McCourt, our senior vice president, chief scientificexecutive officer, and president of R&D until the Separation in April 2019, was not determined to be independent due to his recent 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 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 the director'sdirector’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 assessing independence. As part of such determination, the board of directors considered: (a) the additional time Ms. McHugh is spending providing counsel and guidance to the Company's senior leadership team during the chief executive officer transition period and the related incremental chair retainer and equity grant recommended by the compensation and HR committee and approved by the board of directors (as described elsewhere in this proxy statement under the caption Additional Chair Compensation), (b)considered the volume of business between BCBSMA, the company in which Mr. Dreyfus servesserved as president and chief executive officer until December 2022, and Ironwood, which amounted to less than 1% of the annual revenues of BCBSMA in 2020;2022, and (c) payments made by Ironwood to IQVIA, the company in which Ms. Kessler servedDr. Currie’s previous employment as the formerour senior vice president, for strategy, marketingchief scientific officer and communications and former adviser to the chief executive officer, which amounted to less than 1%president of the annual revenues of IQVIA in 2020.

R&D until 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 measures and controls or purchase insurance coverage in order to help ensure adequate risk mitigation. Together with our board of directors, we continue to closely monitor the developments and impact of the COVID-19 pandemic on our business and operations, including employees, and work 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.

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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 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.


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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. 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 at www.ironwoodpharma.com, under the heading Corporate Governance — Governance Documents, 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.

Equality, Among other things, our corporate governance guidelines limit the number of other 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. Our governance and nominating committee conducts an annual review of director commitment levels, and affirms that as of March 31, 2023, all directors were in compliance with our corporate governance guidelines.

Diversity, Equity and Inclusion

We believe that creating an (DE&I)

Creating a diverse, equitable diverse, and inclusive culture is criticalessential to attracting, motivating and retaining the talent necessary to deliver on our mission,corporate mission. To establish and our compensation HR committee actively engages with management on matters such as employee development, corporatemaintain this culture, and engagement, as well as equality, diversity and inclusion, or EDI, initiatives.

In 2020, we established an EDI working group dedicatedhave a simple vision in mind: to advancing key EDI initiatives. Ironwood's leadership team and board of directors champions these efforts. In October 2020, our management adopted a long-term EDI strategy and, in January 2021, our board of directors approved a specific corporate goal for 2021 aimed at

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fostering an environment where employees feel includedrooted in valuing each employee for who they are.

This begins with ensuring our workforce represents the diverse populations we serve and empowered. Current EDI initiatives include empoweringreflecting our employee resource groups, such as IronwomenDE&I principles in our employee-related training and Ironwood Stands Together Against Racism, or ISTAR, introducing new learning and development opportunities, strengthening our talent acquisition strategies and introducing new metrics and measurements on outreach to diverse candidate sources, retention, career advancement and employee survey feedback from diverse populations.

policies. As of December 31, 2020,2022, women represented approximately 50%52% of our employees are women, and women represent approximately 30%employee base, 27% of our leadership team (vice president and above) and nearly 30%33% of our board of directors (including our board and audit committee chairs). Additionally, as of December 31, 2022, approximately 20%18% of our employees arewere racially or ethnically diverse and in 2020,2022, approximately 40%28% of our new hires were racially or ethnically diverse.

Our DE&I principles are also reflected in our employee training and policies.

We are focused on fostering an environment where employees feel included and empowered. This approach includes DE&I initiatives such as learning and development opportunities, strengthened talent acquisition strategies, the support of equality programs in our local communities, and a renewed focus on retention and career advancement of diverse populations. We are also proud to have five strong and growing DE&I employee resource groups: (1) W@IRWD (Women at Ironwood), designed to empower, develop, and sponsor women at Ironwood, (2) ISHINE, which draws undergraduate candidates from Historically Black Colleges and Universities and exposes students to careers in the healthcare field,

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(3) ISTAR (Ironwood Stands Together Against Racism), which was created in response to racial equality movements and our employees’ drive to take action, (4) PRIDE@IRWD, which seeks to foster LGBTQ+ visibility for all Ironwood employees and raise awareness about the current workplace and social issues that affect the LGBTQ+ community, and (5) IMPACT, which offers a space for bettering our communities and engaging deeper with one another.
In 2022, we continued to advance our DE&I initiatives with strong advocacy from our leadership team and board of directors.
We are committed to furthering our DE&I efforts consistent with our long-term DE&I strategy we adopted in 2020, including by incorporating a DE&I scorecard reflecting ten measurable objectives into our corporate goals. As in prior years, our board of directors has again approved a specific DE&I corporate goal for 2023 of achieving at least six out of the ten pre-determined objectives on the company’s 2023 DE&I scorecard.
Board Meetings

Our board of directors held ninefive meetings during 2020.2022. 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 will attend our annual meeting of stockholders unless a director will not be continuing to serve on the board following such annual meeting. In 2020,2022, 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. Eight of ourAll nine directors at the time of our 20202022 annual meeting of stockholders attendedwere present at the 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. 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 at www.ironwoodpharma.com, under the heading Corporate Governance — Governance Documents, 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 Messrs. Owens andMr. 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 four times during 2020.2022. 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;​

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

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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;

​
•

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, 2020,2022, (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, 20202022 for filing with the SEC.

​​
​​By the Audit Committee,​

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​		​Catherine Moukheibir, Chair

Julie H. McHugh
Edward P. Owens

Jay P. Shepard
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Governance and Nominating Committee

The members of our governance and nominating committee are Drs.Dr. Denner, and Olanoff, Mr. Duane and Ms. McHugh. Dr. OlanoffDenner chairs the governance and nominating committee. Our governance and nominating committee met fourthree times during 2020.

2022.

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;

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•

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

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•

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

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•

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

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•

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

​
Compensation and HR Committee

The members of our compensation and HR committee are Dr. Currie, Messrs. Dreyfus and Duane and Ms. Kessler. Mr. Dreyfus chairs our compensation and HR committee. Our compensation and HR committee met fivesix times during 2020.2022. 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 DE&I, workplace environment and culture and talent development and retention.

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

•
reviewing
evaluating the performance of our chief executive officer and approvingother executive officers in light of pre-determined corporate goals and objectives relevant to the chief executive officer compensation and evaluating the performance ofofficer’s or such executive officers in light of those goals and objectives;

officer’s compensation;
​
•

reviewing and recommending to the board our chief executive officer'sofficer’s compensation based on its evaluationincluding salary, bonus and incentive compensation, deferred compensation, perquisites, equity compensation, benefits provided upon retirement, severance or other termination of the chiefemployment, and any other forms of executive officer's and the company's performance;

compensation;
​
•

reviewing and approving executive officer compensation (other than for the chief executive 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;​

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​
•
​
    •
    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;

​
•

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 DE&I, 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

Under our amended and restated 2019 non-employee director compensation policy, effective May 2019,January 1, 2023, or the director compensation policy, 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. Shares of restricted stock granted to directors in 20202022 under our director compensation policy were granted under our 2019 Equity Incentive Plan, or our 2019 Plan. Under our 2019 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 valuethe number of shares subject to the award equal to $250,000 determined based ondivided by 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.

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 valuethe number of shares subject to the award equal to $250,000 determined based ondivided by 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

​

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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. In addition, under our 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


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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-employeenon- 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 to equity grants, each non-employee director receives an annual retainer under our director 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​​$7,50010,000 ($15,00020,000 for the chair)​
​Additional annual retainer for members of the governance and nominating committee​​$5,000 ($10,000 for the chair)
​ ​​

All cash fees are payable quarterly in arrears and will be prorated for any quarter of partial 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 issued is 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, 20202022 by each of our directors who served in 20202022, other than Mr. Mallon, our former chief executive officer and former member of our board of directors. Mr. Mallon didMcCourt, who does not receive compensation for his service on our board of directors.

Dr. Olanoff and Mr. Owens were not nominated for election at the 2022 annual meeting of stockholders.
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​Name​​Fees Earned or
Paid in
Cash ($)		​​Stock Awards
($)(1)		​​All Other
Compensation
($)		​​Total
($)		​
​Mark Currie, Ph.D.​​​$54,368​​​​$242,027​​​​​—​​​​$296,395​​
​Alexander Denner, Ph.D.​​​$57,875(2)​​​​$242,027​​​​​—​​​​$299,902​​
​Andrew Dreyfus​​​$65,000​​​​$242,027​​​​​—​​​​$307,027​​
​Jon Duane​​​$62,500​​​​$242,027​​​​​—​​​​$304,527​​
​Marla Kessler​​​$57,500​​​​$242,027​​​​​—​​​​$299,527​​
​Julie McHugh​​​$95,000​​​​$242,027​​​​​—​​​​$337,027​​
​Catherine Moukheibir​​​$69,989(3)​​​​$242,027​​​​​—​​​​$312,016​​
​Lawrence Olanoff, M.D., Ph.D.​​​$25,055​​​​​—​​​​$750(4)​​​​$25,805​​
​Edward Owens​​​$25,055​​​​​—​​​​​—​​​​$25,055​​
​Jay Shepard​​​$60,000​​​​$242,027​​​​​—​​​​$302,027​​
​
 
  
  
  
 
​ ​​ ​ ​​ ​​​ ​ ​
Name
 Fees Earned or
Paid in
Cash ($)
 Stock Awards
($)(1)
 Total
($)
 
​ ​​ ​ ​​ ​​​ ​ ​

Mark G. Currie, Ph.D.

 $50,000 $218,286 $268,286 

Alexander J. Denner, Ph.D.

 $7,912(2)$400,461(4)$408,373 

Andrew Dreyfus

 $64,977(3)$218,286 $283,263 

Jon R. Duane

 $62,500 $218,286 $280,786 

Marla L. Kessler

 $57,500 $218,286 $275,786 

Julie H. McHugh

 $95,000 $218,286 $313,286 

Catherine Moukheibir

 $70,000 $218,286 $288,286 

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

 $60,000 $218,286 $278,286 

Edward P. Owens

 $60,000 $218,286 $278,286 

Jay P. Shepard

 $4,728 $411,750(5)$416,478 
​​​ ​ ​​ ​ ​​ ​​
(1)
(1)
On June 3, 2020,1, 2022, each non-employee member of our board of directors who was serving on such date received a restricted stock grant in the amount of 21,72021,571 shares of our Class A common stock for service on our board of directors from the date of our 20202022 annual meeting of stockholders to the date of our 20212023 annual meeting of stockholders, which shares will vest in full on the date immediately preceding the date of our 20212023 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) $11.59, 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 20202022 annual meeting of stockholders. Each such award of restricted stock had a grant date fair value of $10.05$11.22 per share and was granted pursuant to the terms of our director compensation policy and our 2019 Plan. As of December 31, 2020,2022, each non-employee director other than Dr. Denner and Mr. Shepard held 21,72021,571 restricted shares of Class A common stock as a result of this grant and held no other unvested equity awards.


As of December 31, 2022, Dr. Denner and Mr. Shepard held 29,879 restricted shares and 29,813 restricted shares, respectively, of Class A common stock as a result of this and other previously issued grants. Dr. Olanoff and Mr. Owens did not receive a restricted stock grant on June 1, 2022, as they were not nominated for election at the 2022 annual meeting of stockholders. Neither Dr. Olanoff nor Mr. Owens held any restricted shares of Class A common stock as of December 31, 2022.
​
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—Compensation — Stock Compensation., or ASC 718. For a discussion of the assumptions used in the valuation of awards made in 2020,2022, see Note 1412 to our consolidated financial statements for the year ended December 31, 20202022 included in our Annual Report on Form 10-K that we filed with the SEC on February 17, 2021.16, 2023. All values reported exclude the effects of potential forfeitures.

(2)

Dr. Denner joined our board of directors on November 9, 2020 and elected to receive this annual retainer in unrestricted shares of our Class A common stock. Dr. Denner received a total of 6614,992 shares of our Class A common stock for such service in 2020.

2022.
​
(3)
Mr. Dreyfus
Ms. Moukheibir elected to receive this annual retainer in unrestricted shares of our Class A common stock. Mr. Dreyfusstock through March 31, 2022. Ms. Moukheibir elected to receive this annual retainer in cash from April 1, 2022 through December 31, 2022. Ms. Moukheibir received a total of 6,2981,466 shares of our Class A common stock for such service in 2020.

2022.
​
(4)

On November 9, 2020, in connection with his election to our board of directors,June 1, 2022, Dr. Denner received a restricted stock grant in the amount of 12,258 shares of our Class A common stock, which shares will vest in full on the date immediately preceding the date of our 2021 annual meeting of stockholders, subject to continued service on our boardOlanoff’s term as of the vesting date. The number of shares subject to the restricted stock grant was determined in accordance with the proration formula related to annual equity awards for our directors set forth in our director compensation policy.


Additionally, Dr. Denner received a restricted stock grant related to his initial election to our board in the amount of 24,925 shares of our Class A common stock, which will vest in three equal installments on the first three anniversaries of the date of grant, subject to continued service on our board as of each vesting date. The number of shares subject to this 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 date of grant.


Each of the two awards of restricted stock had a grant date fair value of $10.77 per share and were granted pursuant to the terms of our director compensation policy and our 2019 Plan. As of December 31, 2020, Dr. Denner held 37,183 restricted shares of Class A common stock as a result of these grants and held no other unvested equity awards.
​

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(5)
On December 3, 2020, in connection with his election to our board of directors, Mr. Shepard received a restricted stock grant in the amount of 10,830 shares of our Class A common stock, which shares will vest in full on the date immediately preceding the date of our 2021 annual meeting of stockholders, subject to continued service on our board as of the vesting date. The number of shares subject to such restricted stock grant was determined in accordance with the proration formula related to annual equity awards for our directors set forth in our director compensation policy.


Additionally, Mr. Shepard received a restricted stock grant related to his initial election to our board in the amount of 24,727 shares of our Class A common stock, which will vest in three equal installments on the first three anniversaries of the date of grant, subject to continued service on our board as of each vesting date. The number of shares subject to this 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 date of grant.


Each of the two awards of restricted stock had a grant date fair value of $11.58 per share and were granted pursuant to the terms of our director compensation policy and our 2019 Plan. As of December 31, 2020, Mr. Shepard held 35,557 restricted shares of Class A common stock as a result of these grants and held no other unvested equity awards.

Additional Chair Compensation

In connection with Mr. Mallon's resignation as our chief executive officer and a member of our board of directors Ms. McHugh is spending additional time providing counselended. In September 2022, the Company and guidanceDr. Olanoff entered into a consulting arrangement, pursuant to which he agreed to provide consultancy services to the Company's senior leadership team. In connection with her expanded responsibilitiesCompany related to research and additional time commitment,development matters in exchange for a consultancy fee calculated at the compensation and HR committee recommended and the boardrate of directors approved (i) additional cash compensation of $10,000$750 per monthhour, for Ms. McHugh, retroactive to February 15, 2021, for the period in which she serves in this expanded role (as determined by the board of directors), up to a maximum40 hours of six months, and (ii) a grant of 2,500 shares of restricted stock, to vest in full in March 2022, subject to Ms. McHugh's continued service onservice. Following Dr. Olanoff’s transition from our board of directors, through such vesting date. In making its recommendation to the board, the compensationhe provided one hour of service in 2022 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, Rewards Solutions, Aon, which we refer to throughout this proxy statement as 'Aon,' related to board chair compensation.

his “All Other Compensation” includes those fees earned in 2022.

​

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Director Stock Ownership Guidelines

In May 2019, we

We have 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 twoJanuary 1, 2023 (two years from the effective date of our 2019 annual meeting of stockholders)the amended and restated director compensation policy) 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(or 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,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.

​

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In addition to theMarch 31, 2023, each of our non-employee directors was in compliance with our stock ownership guidelines described above, no director may transfer any shares of restricted stock granted pursuant to our director compensation policy that 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.

guidelines.

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.

​

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Proposal No. 1
Election
of Directors
​

Proposal No. 1

​
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​​
OUR BOARD RECOMMENDS
THAT YOU VOTE FOR
EACH OF THE DIRECTORS
UP FOR ELECTION
​

In furtherance of the phased-in board declassification process described elsewhere in this proxy statement under the caption Board Size and Terms, our

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Proposal No. 1
​
Our board of directors has nominated eachall of our nine current Class I directors—directors — Drs. Currie and Denner, and Mr. Duane—and Class II directors—Mses. Kessler and Moukheibir, Dr. Olanoff and Mr. Shepard—for election at the 2021 annual meeting. Each of Drs. Currie, Denner and Olanoff, Messrs. Dreyfus, Duane, McCourt and Shepard and Mses. Kessler, McHugh and Moukheibir — for election at the 2023 annual meeting of stockholders. Each of Drs. Currie and Denner, Messrs. Dreyfus, Duane, McCourt and Shepard 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 sevenelection 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.

​

2021


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Our Executives


Who We Are

​
The following table sets forth certain information, as of April 22, 2021,27, 2023, with respect to each of our executive officers.

officers, other than Mr. McCourt, whose biographical information is included elsewhere in this proxy statement under the caption Our Board of Directors:
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​ ​​ ​ ​​

Name

AgePosition(s)
​ ​​​ Age​​Position(s)​

Gina Consylman, CPA

​		Andrew Davis​49​37​​Senior Vice President, Chief Business Officer​
​Sravan Emany​​45​​Senior Vice President, Chief Financial Officer

Thomas McCourt

63President and Interim Chief Executive Officer​

Jason Rickard

​		John Minardo​50​48​​Senior Vice President, Chief Legal Officer and Secretary​
​Jason Rickard​​52​​Senior Vice President, Chief Operating Officer​

​

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

​​6264​​Senior Vice President, Chief Medical Officer Senior Vice President and Head of Research and Drug Development​
​​​​​​


​ ​​



GINA
CONSYLMAN, CPA

ANDREW DAVIS
Senior Vice President, Chief
Financial
Business Officer of Ironwood

Pharmaceuticals, Inc.

Age: 49

37

Joined Ironwood 2014

2021
​

​

•

Ms. Consylman

Andrew Davis has served as our chief business officer since December 2021 andpreviously served as senior vice president chief financial officer since November 2017. Ms. Consylman previouslyof business development from May 2021 toJuly 2021 and as senior vice president corporate development, strategy, andvaluation from July 2021 to December 2021.
​
•
Before joining Ironwood, Mr. Davis served as our interimthe chief financialbusiness development andM&A officer at iNova Pharmaceuticals from September 2017 to November 2017,May 2021, leading allcompany transactions 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 2014 to 2015.

•

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 2012 to 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 2009 to 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 and chair of the audit committee of Verastem, Inc. andacting as a member of the board of directors and member of the audit committee of Assembly Biosciences, 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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​ ​​



THOMAS McCOURT

President and Interim Chief
Executive Officer of Ironwood
Pharmaceuticals, Inc.

Age: 63

Joined Ironwood 2009

•

Mr. McCourt has served as our president since April 2019 and as our interim chief executive officer since Mr. Mallon's resignation in March 2021. management team.Prior to April 2019,iNova, Mr. McCourt servedDavis was head of oncology business development for Merck & Co.from November 2016 to September 2017. Before his time at Merck, Mr. Davis was atBausch Health Companies (formerly Valeant Pharmaceuticals), where he held roles ofincreasing responsibility within the business development function, ultimatelyserving as our senior vice president of marketingbusiness development 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™ leading all transactionsfor the treatmentcompany, including the acquisitions of patients with IBS-CSalix Pharmaceuticals and CIC and held a number of senior commercial roles, including vice president of strategic marketing and operations.

•

Bausch +Lomb. Mr. McCourt was also part ofDavis began his career as an analyst at McKinsey & Co., where his workfocused on 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®.

healthcare space.

​
•


Mr. McCourtDavis serves on the board of directors of Acceleron PharmaUTILITY therapeutics Ltd.
​
•
Mr. Davis holds a B.A. in economics from Boston University.
​
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​​​​​
SRAVAN EMANY
Senior Vice President, Chief Financial Officer of Ironwood Pharmaceuticals, Inc.,
Age: 45
Joined Ironwood 2021
​​
•
Mr. Emany has served as our chief financial officer since December 2021.
​
•
Prior to joining Ironwood, Mr. 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 February 2018 to March 2020. Prior to that, Mr. Emany served in various mergers and acquisitions investment banking roles at 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: 48
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 audit committeeSeqirus executive leadership team, leading a global legal team overseeing activities including business transactions, regulatory matters, corporate governance, compliance and the chairintellectual property from November 2015 to July 2021. Prior to Seqirus, Mr. Minardo was with Novartis in increasing roles of the nominatingresponsibility from October 2007 to November 2015, ultimately serving as vice president, general counsel and governance committee,chief compliance officer at Novartis Influenza Vaccines. Mr. Minardo started his legal career as a litigator at Kaye Scholer LLP.
​
•
Mr. Minardo holds a B.A. from Boston College and on the board of trustees for the American Society of Gastrointestinal Endoscopy (ASGE). Mr. McCourt has a degree in pharmacyJ.D. from the University of Wisconsin.

Brooklyn Law School.
​
​



2023 Proxy Statement   29
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JASON RICKARD

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

Age: 50

52

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 capacity 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 2014 to July 2015; vice president commercial manufacturing supply chain from 2013 to 2014; and head of supply chain from 2012 to 2013.

On April 10, 2023, the Company determined to eliminate the role of chief operating officer, and, as result, Mr. Rickard’s last day of employment with the Company will be May 12, 2023.

​
•


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.

​
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2021  Proxy Statement    29

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​​​​​



MICHAEL

SHETZLINE,

M.D., Ph.D.

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

Pharmaceuticals, Inc.

Age: 62

64

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 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

Compensation Discussion and Analysis

Executive Summary
​

Compensation Highlight: Performance-based Restricted Stock Units

Our executive equity compensation program continuedfor 2022 remained aligned with market practice and our corporate performance, which created a strong link between the value of our executives’ compensation to evolveour stockholders’ returns. Together with this objective, our compensation program is also designed to 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 and values. The three primary elements of our executive officer compensation program are base salary, cash bonus and long-term equity incentive compensation. Long-term equity incentive compensation, which includes a balanced mix of time-based and performance-based equity awards, represents a significant percentage of each named executive officer’s total direct compensation. We believe this emphasis on equity strongly reinforces the concept of pay-for-performance, as the single largest component of pay is tied to future increases in 2020 and 2021. One key highlight is the additionvalue of performance-based restricted stock units, or PSUs, granted toour stock.

The majority of total compensation for our named executive officers.

In 2020, PSUs replaced stock optionsofficers during 2022 consisted of variable pay elements, as reported in the Summary Compensation Table included elsewhere in this proxy statement. We believe this allocation aligns with our 2020 executivepay-for-performance compensation program to further tie executive compensation to corporate performance and stockholder value. The PSUs awarded in March 2020 may be earned over a two to three-year performance period based on corporate achievement in three categories: (1) gaining the U.S. FDA acceptancephilosophy of one or more additional NDAs through internal development or acquisition of development-stage or commercial-stage programs, (2) achieving cumulative adjusted organic EBITDA goals, and (3) realizing specified levels of relative stockholder return, or rTSR.

In 2021, to further tie the compensation ofmotivating our named executive officers to stockholderachieve our performance objectives in the short term and to grow the business to create sustainable value for our shareholders in the long term.   

​2022 CEO Compensation​​
2022 Other NEOs Compensation(1)
​
​
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​​
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​
(1)
As further described in this Compensation Discussion and Analysis section, Sravan Emany was not eligible for time-based and performance-based awards in 2022 due to the fact that he joined the company in December 2021, and therefore this compensation and HR committee determined to have an rTSR performance goal aselement was excluded for Mr. Emany for the sole PSU performance metric in our 2021 executive equity compensation program, as measured over a three-year performance period against an expanded peer group.

Additional information on PSUs awarded to our named executive officers in 2020 and 2021 is provided under the respective captions 2020 Annual Equity Awards and 2021 Annual Equity Awards, below.

purposes of this chart presentation.
​

Stockholder Engagement and Say-On-Pay Vote Consideration


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Stockholder Engagement and Say-On-Pay Vote Consideration
​
Feedback from stockholders is an essential part of our executive compensation decision-making 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 2020, senior management met with the majority of Ironwood's largest 20 stockholders, which represented over 85% of our outstanding shares as of December 31, 2020. In addition, Alexander J. Denner, Ph.D., who is the chief investment officer of Sarissa Capital Management LP, one of our largest stockholders, joined our board in November 2020.

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.and this year, also to express their preference for the frequency of future say-on-pay votes. 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 program through the say-on-pay vote at our 20202022 annual meeting of stockholders and approximately 84%97% of votes cast by our stockholders voted in support of our named executive officer compensation.

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2021  Proxy Statement    31

Table In addition, the last time we sought stockholder input with respect to the say-on-pay frequency vote was at our 2017 annual meeting of Contents

​stockholders, and over 98% of votes cast by our stockholders voted in support of an annual advisory say-on-pay vote.
Named Executive Officers: Goals and Accomplishments
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Named Executive Officers: Goals and Accomplishments

Named Executive Officers for 2020

2022

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the Summary 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 20202022 were:

•
Mark Mallon, former
Thomas McCourt, chief executive officer;

​
•
Gina Consylman,
Sravan Emany, senior vice president, chief financial officer;
​
•
John Minardo, senior vice president, chief legal officer and secretary;
​
•
Jason Rickard, senior vice president;

•
Thomas McCourt, president, and interim chief executive officer;

•
Jason Rickard, chief operating officer(1); and senior vice president; and

​
•

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

Mr. Rickard and Dr. Shetzline became executive officers of Ironwood effective April 17, 2020. Effective March 12, 2021, Mr. Mallon resigned from his position as Ironwood's chief executive officer and Mr. McCourt became our interim chief executive officer in addition to his continued service as our president. For more information on our chief executive officer transition, please see Chief Executive Officer Transition elsewhere in this proxy statement.

​
Goals and Accomplishments

In late 2019,December 2021, our board, with input from senior management, established what it believed were challenging corporate performance goals for 2020,2022, the achievement of which we believed 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 and pipeline targets, in each case, based on the Company'sCompany’s board-approved operating plan for 2020.2022. In early 2020,February 2022, our compensation and HR committee approved the relative weighting of our corporate performance goals for 2020.

2022 compensation programs.

​
(1)
On April 10, 2023, the Company determined to eliminate the role of chief operating officer, and, as result, Mr. Rickard’s last day of employment with the Company will be May 12, 2023. The responsibilities of the chief operating officer will be distributed to other members of the leadership team with support from Mr. Rickard to provide a smooth transition. Mr. Rickard’s role elimination is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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Our named executive officers (except Mr. Mallon) were evaluated based on the level of achievement of the 20202022 corporate goals and their achievements in 2020, including additionalagainst their 2022 individual goals that contributed toward, and related directly to, the accomplishment of the 2020 corporate goals. The compensation and HR committee and board determined to equate Mr. Mallon's individual performance with the company's overall corporate performance, and, as a result, assessed Mr. Mallon's performance based on the achievement of the 2020 corporate performance goals and accomplishments. Performance measured against the 20202022 corporate and individual goals (as applicable) was used, in part, in determining salary adjustments and cash bonus awards for our named executive officers in early 2021.

2023.

As described in more detail elsewhere in this proxy statement under Compensation Determination Process, beginning in 2021, our board becameis responsible for assessing the Company'sCompany’s performance against its pre-determined corporate goals. Thus, inIn January 2021, 2023, our board determined that the 20202022 company performance achievement multiplier, which was used as a key consideration in determining executive compensation awarded for 20202022 performance, was 101%75%. When assessing corporate performance for 2020, our board noted that certain of our corporate goals for 2020 were met or exceeded despite the challenges posed by the COVID-19 pandemic. No COVID-19-related adjustments were made to goals, expectations or compensation targets for our named executive officers in 2020.

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The level of achievement against our 20202022 corporate performance goals, as determined by our board in early 2021,2023, 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​​
$≤1,009M
​​$1,016M​​$1,040M​​$>1,056M​​$1,002M(1)​
​​​​(0%)​​(20%)​​(30%)​​(40%)​​(0%)​
​Advance Linaclotide Pediatric Program​​Specific goals are not disclosed for
competitive reasons		​​Above Target(2)​
​​​​(0%)​​(3%)​​(5%)​​(10%)​​(10%)​
​BUILD INNOVATIVE PIPELINE​​​​​​​​​​​​​​​​
​Secure 1 asset aligned with prioritized criteria​​Specific goals are not disclosed for
competitive reasons		​​Below Target(3)​
​​​​(0%)​​(10%)​​(15%)​​(20%)​​(10%)​
​Initiate IW-3300 POC study in IC / BPS by the fourth quarter of 2022​​Specific goals are not disclosed for
competitive reasons		​​Below Target(4)​
​​​​(0%)​​(5%)​​(8%)​​(11%)​​(0%)​
​Advance CNP-104 study​​Specific goals are not disclosed for
competitive reasons		​​Below Target(5)​
​​​​(0%)​​(6%)​​(10%)​​(16%)​​(0%)​
​STRENGTHEN FINANCIAL PROFILE​​​​​​​​​​​​​​​​
​Revenue​​
$≤414M
​​$420M​​$425M​​$>430M​​$411M(6)​
​​​​(0%)​​(3%)​​(5%)​​(7%)​​(0%)​
​Adjusted EBITDA from organic business (excluding the impact of any corporate development transactions)​​
$≤234M
​​$235M​​$250M​​$>275M​​$252M(7)​
​​​​(0%)​​(10%)​​(20%)​​(25%)​​(20%)​
​CREATE GREAT PLACE TO WORK​​​​​​​​​​​​​​​​
​Achieve at least 7 out of 10 objectives on the corporate EDI scorecard​​
≤5/10
​​6/10​​7/10​​10/10​​7/10(8)​
​​​​(0%)​​(1%)​​(2%)​​(5%)​​(2%)​
​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%​​72%(9)​
​​​​(0%)​​(1%)​​(3%)​​(5%)​​(3%)​
​​​​​​​​​​​​​TOTAL​​45%​
​​​​Adjusted Company Performance Achievement Multiplier​​75%​

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​ ​​ ​​​​ ​ ​​ ​​
Corporate
Goal		 Stockholder
Impact		 Achievements  Target
Percentage
(%)		  Actual Level of
Achievement
(%)
 
​ ​​​​ ​​ ​​​ ​ ​
Drive LINZESS Growth Grows the revenue base 

•

Exceeded target U.S. LINZESS net sales of $892 million with compliance excellence

•

Obtained U.S. FDA approval of sNDA to include IBS-C overall abdominal symptoms data LINZESS label

  30% 40%
​ ​​ ​​ ​​ ​​​ ​ ​
Advance our Pipeline Advances future business growth and profitability 

•

Obtained Phase III data from IW-3718 program and made data-driven "go/no go" decision to discontinue development of IW-3718

•

Obtained Phase II data from MD-7246 clinical trial ahead of schedule and made data-driven decision to discontinue development of MD-7246

  30% 30%
​ ​​ ​​ ​​ ​​​ ​ ​
Expand our impact in GI Supports potential for long-term growth and profitability 

•

In connection with a U.S. disease education and promotional agreement with Alnylam Pharmaceuticals, Inc., Ironwood efforts contributed to >25 patients starting on GIVLAARI® (givosiran) treatment

  20% 6%
​ ​​ ​​ ​​ ​​​ ​ ​
Invigorate Ironwood Helps to attract, motivate and retain top talent 

•

Built new GI capabilities and expertise

•

Strengthened and advanced equality, diversity & inclusion (ED&I) initiatives

  5% 5%
​ ​​ ​​ ​​ ​​​ ​ ​
Strengthen our financial profile Enables Ironwood to invest thoughtfully without reliance on capital markets 

•

Exceeded target revenue of $372 million, target adjusted EBITDA* of $105 million, and target cash from operations of $135 million

•

Delivered 2nd full year of profitability

  15% 20%
​ ​​ ​​ ​​ ​​​ ​ ​
    Totals  100% 101%
​ ​​​​ ​​ ​ ​​ ​ ​
  Stretch Goals for Additional Potential Achievement  50% 0%
​ ​​ ​​​​ ​ ​​ ​​
    TOTALS  150% 101%
​​​ ​​ ​​ ​ ​​ ​ ​
Notes to 2022 Company Performance Targets and Results Table

*(1)

Goal was below target. LINZESS U.S. net sales were $1,002 million for the year ended December 31, 2022. LINZESS U.S. net sales are reported by our U.S. partner, AbbVie.
​
(2)
Goal exceeded. In September 2022, we announced positive topline data from a Phase III clinical trial evaluating linaclotide 72 mcg in pediatric patients aged 6-17 with functional constipation. The trial met its primary and secondary endpoints, demonstrating that linaclotide 72 mcg improved frequency of spontaneous bowel movements and stool consistency. In December 2022, we and our U.S. partner, AbbVie, submitted an sNDA to the U.S. FDA seeking approval of a new indication of LINZESS for FC in pediatric patients aged 6-17 years. Specific target thresholds are not disclosed for competitive reasons.
​
(3)
Goal was below target. Specific details and target thresholds are not disclosed for competitive reasons.
​
(4)
Although the IW-3300 POC study goal was below target, the board of directors considered the significant progress made in this program when it exercised its discretion to adjust the performance achievement multiplier as described more fully below. Specific target thresholds are not disclosed for competitive reasons.
​
(5)
Although the CNP-104 goal was below target, the board of directors considered the significant progress made in this program when it exercised its discretion to adjust the performance achievement multiplier as described more fully below. Specific target thresholds are not disclosed for competitive reasons.
​
(6)
Goal was below target. Our total revenues were $411 million for the year ended December 31, 2022.
​
(7)
Goal achieved. Our adjusted EBITDA was $252 million for the year ended December 31, 2022. Adjusted EBITDA from continuing operations wasis calculated by subtracting net interest expense, income taxes, depreciation, amortization, mark-to-market adjustments on derivatives related to Ironwood'sIronwood’s 2.25% convertible notes due 2022, restructuring expenses,interest expense, interest and investment income, income tax expense and depreciation and amortization from GAAP net income (loss)income.
​
(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 achieved. The overall engagement score in our annual employee engagement survey was 72%.
​
As illustrated in the table and the accompanying footnotes, we achieved 45% of our pre-established corporate performance goals for 2022. However, after careful consideration and following the recommendation of the compensation and HR committee, the board of directors exercised its discretion and adjusted the Company’s performance achievement multiplier for 2022 to 75%.
When making its decision to exercise discretion with respect to the Company’s performance achievement multiplier, the board of directors took into account the fact that LINZESS U.S. Net Sales was the most heavily weighted goal within the 2022 program and that the $1,002M in LINZESS net sales that was delivered in 2022, although below threshold performance, was 96% of Target and still reflected a strong 9% prescription demand growth compared to 2021. The board further acknowledged that this sales level was achieved as a result of the significant efforts of the entire team, despite unanticipated inventory fluctuations in the retail channel that were outside the control of the Company. The board of directors also considered the Company’s progress towards achieving its product pipeline goals, including the extent of clinical trial start up activities achieved and the expected patient dosing in early 2023 for the Phase II IW-3300 proof of concept study in IC/BPS and the initiation of the clinical study for CNP-104 to evaluate the safety, tolerability, pharmacodynamic effects and efficacy of CNP-104 in PBC patients, including recruitment to support the expectations of early data assessing T-cell response from continuing operations.

​

2021  Proxy Statement    33

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Tablethe patients enrolled in the study in the second half of Contents

​2023. Finally, the board believes that its decision to increase the corporate multiplier did not create a misalignment with shareholders as the Company achieved a compelling relative total stockholder return compared to its peers and the Nasdaq Biotechnology Index in 2022.
Given all of the above, the board of directors concluded that its limited exercise of discretion to award a corporate performance achievement multiplier at a below target level of 75% would provide for strong accountability for the management team while also more appropriately reflecting the performance of the Company and its employees in 2022.

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In support of the 20202022 corporate goals identified above, at the beginning of 2020 as well as throughout 2020 in response to changes in the business, Mr. Mallonour compensation and HR committee assigned ownership of a specific subset of individual goals tofor each of our named executive officers as follows:

described below.
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​ Name​​
NameSummary of Individual Goals​
​ Thomas McCourt​​
•
Board and Investor Relations: Engage with the board of directors to align strategic and operational objectives to optimize the value of the company. Engage shareholders, analysts, and potential shareholders to convey the potential value of the company and associated risks and ultimately foster stock price growth.
​
•
Strategic Opportunities: Lead the assessment of strategic opportunities and champion efforts where appropriate to drive corporate value.
​
•
Operational Performance: Lead and motivate the business towards the accomplishment of the 2022 corporate goals established by the board of directors.
​
•
Talent & Leadership: Continue to strengthen the effectiveness of the executive leadership team providing opportunities to advance their professional development and enhance team dynamics. Serve as the cultural champion of the organization.
​
​
Gina Consylman

•

Deliver target adjusted EBITDA from continuing operations

•

Generate cash from operations, requiring substantial management judgment and discipline, including efficient decision-making and cost-center level accountability across all aspects of the business

•

Evaluate inorganic opportunities in effort to drive further value including completing three GI deep dives and identifying a potential mid/late-stage asset

•

Lead corporate strategy, investor relations and corporate communications activities to gain alignment on a refreshed corporate strategy

​ Sravan Emany​​
•
2022 Operating Plan: Collaborate with the commercial and brands teams to ensure proper investment in brand growth drivers and achievement of targeted brand margins. Champion fiscal management including pursuing opportunities to reduce spending.
​
•
Investor Relations: Engage with the board of directors, shareholders, analysts, and potential shareholders to convey the potential value of the company and associated risks and ultimately foster stock price growth.
​
•
Capital Structure Management: Assess and deliver on opportunities to improve our debt and equity positions including debt refinancing and share repurchase. Foster relationships with commercial and investment banks.
​
•
Leadership of Strategic Finance: Partner with the corporate development team in identifying, assessing, and closing on strategic initiatives to expand our product portfolio.
​
•
Internal Controls: Oversee and develop the finance team to ensure appropriate controls were in place over financial reporting and treasury operations.
​
​
Thomas McCourt

•

Deliver LINZESS net trade sales and total revenue targets

•

Grow the value of IW-3718 in refractory GERD and advance MD-7246 IBS-D pain program and additional early-stage pipeline assets

•

Maximize the value delivered from our salesforce optimizing our GIVLAARI partnership with Alnylam Pharmaceuticals, Inc. and securing an additional commercial product

•

Establish one new innovative payer contract working with our commercial partner for LINZESS, AbbVie, during 2020 in an effort to stabilize and ultimately improve net price

•

Build needed capabilities aimed at becoming the recognized leader in GI including optimizing our sales force, enhancing healthcare provider engagement, and certain talent upgrades

​ John Minardo​​
•
Linzess Support: Build working relationships with commercial and development leadership. Effectively partner with the senior leadership of our U.S. partner, AbbVie, to better enable joint committees to be held accountable for managing LINZESS in accordance with our collaboration agreement. Oversee our promotional review process and ensure compliance and timely review of the materials.
​
•
DE&I Champion: Guide the DE&I Council adding new perspectives to the dialogue. Co-lead the Reverse Mentorship Program and engage with our employee resource groups.
​
•
Business Development and M&A Strategy: Lead the legal/intellectual property assessment of potential proposed transactions providing clear guidance on opportunities, risks, and negotiation.
​
•
Strengthen the Legal Team Leadership: Appropriately align and develop our legal capabilities in corporate governance, contracts, SEC filings, intellectual property, employee matters, public disclosures and corporate compliance.
​
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Name​​Summary of Individual Goals​
Jason Rickard​

​

•


Workplace 2.0: Develop and implement initiatives to sustain employee engagement and productivity, while accounting for remote and hybrid working models and challenging labor market conditions. Lead the company'sorganization’s evolving response to the COVID pandemic*

•

Facilitate the smooth transition of all linaclotide international supply responsibilities to AstraZeneca ABCOVID-19 pandemic, including its impact on employee safety, our selling model, supplier, and Astellas Pharma Inc.

other financial risks.

​
•

Execute operations relative to IW-3718 and MD-7246 programs including

Supply Chain: Deliver on specific pharmaceutical development, manufacturing science, and clinical supply chaindeliverables associated with our products and GxP quality

product candidates.

​
•

Further

Information Technology, or IT, Infrastructure: Sunset legacy applications and complete improvements identified in our IT strategic road map. Align IT capabilities with emerging and future requirements while reducing operational efficiencies including optimizing certain enterprise systems

expenses.

​
•

Lead

Human Resources and Culture: Strengthen the company's reduction in force effort*

•

Deliver on our people priorities; inspire through our missioncompany’s organization and strategy, advance our equality, diversitytalent development capabilities. Serve as the company’s cultural champion, and inclusion programimplement updated corporate values and grow/challenge our people with targeted individual development programs

DEI initiatives, to ensure Ironwood continues to be a great place to work.
​
​
​ ​​
Michael Shetzline, M.D., Ph.D.​

​

•

Gain approval

LINZESS Life-Cycle Management: Lead the research and drug development team in managing the clinical assessment of sNDAfunctional constipation and IBS-C in children 6-17 years of age and collaborate with our partner, AbbVie, to reflect results of Phase IIIb trial in LINZESS label, negotiating and securing additional languagefile supplemental new drug application with the U.S. FDA documentingwith a request for priority review, if appropriate.
​
•
Clinical Development: Collaborate with COUR to initiate proof-of-concept study for CNP-104 for primary biliary cholangitis. Complete phase 1 trial for IW-3300. Design and gain alignment with the relief of overall abdominal symptoms of IBS-C in the LINZESS product label

•

Obtain IW-3718 top-line Phase III data in refractory GERD, implementing programs to accelerate screening and participant recruitment and gaining U.S. FDA consenton proof-of-concept study for the treatment of IC/BPS and initiate next phase study.

​
•
GI Pipeline Expansion: Expand our GI pipeline by advancing IW-3300 and collaborating with our corporate development team to certain trial design changesidentify, evaluate and enter into agreements to strengthensecure new assets.
​
•
Research and Drug Development: Strengthen the overall program

•

Make go / no go decision on IW-3718 based on the clinical outcomes with a thorough assessment on strategic implications under various scenarios

•

Complete the data analysisresearch and make go / no go decision on MD-7246 based on the clinical outcomes with a thorough assessment on strategic implications under various scenarios

•

Co-lead the GI landscape assessment to evaluate the existencedrug development team and accessibility of GI assets across the industry, identifying and prioritizing potential assets

•

Establishestablish a team of world classworld-class experts and trusted opinion leaders in gastroenterology to provide valued insight and advice to the drug development and commercial teams

gastroenterology.
​
​​

* Additional goal added during 2020 in response to changing business needs.

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In early 2021,2023, Mr. MallonMcCourt evaluated the individual performance in 20202022 of each of the named executive officers (other than himself) and, provided feedback and made recommendations to our compensation and HR committee. The compensation and HR committee then determined the named executive officers'officers’ compensation, taking into account Ironwood'sIronwood’s level of achievement of its 2022 corporate goals as determined by our board andboard; the fact that each named executive officer strongly metexceeded or exceededachieved performance expectations for 2020, as well as2022, and peer group and other market data from the competitive assessment undertaken by our compensation and HR committee'scommittee’s independent compensation consultant, Human Capital Solutions, Aon, or Aon, as discussed below.

Additional information on the basis for decisions about 20202022 compensation relating to our named executive officers is available throughout this section and elsewhere in this proxy statement under the captions Role of the Compensation and HR Committee and Role of the Compensation Consultant: Benchmarking and Peer Group Analysis.

Analysis.
Compensation Decisions for 2022
​

Compensation Decisions for 2020 and 2021

Named Executive Officer Compensation Program

As in prior years, the three primary elements of our executive compensation program arefor 2022 were base salary, cash bonus and long-term equity incentive compensation.

2022 Base Salary

Base salaries are determined at an executive'sexecutive’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

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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. Beginning in 2021,In addition, our compensation and HR committee recommends, and our board approves, compensation determinations for our chief executive officer. Please see Role of the Compensation and HR Committee and Role of the Compensation Consultant: Benchmarking and Peer Group Analysis for further information.

In January 2020,March 2022, our compensation and HR committee reviewed and approved 2022 base salaries for 2020our named executive officers for 2022, except for Mr. Mallon, Ms. ConsylmanEmany, due to his joining the company in December 2021, and for Mr. McCourt.McCourt whose base salary is reviewed and recommended by our compensation and HR committee and approved by our board of directors. In March 2022, following a recommendation by our compensation and HR committee, our board of directors approved Mr. McCourt’s 2022 base salary. The increases in base salary for Mr. Mallon, Ms. ConsylmanMessrs. McCourt, Minardo and Mr. McCourtRickard and Dr. Shetzline were based on our compensation and HR committee's determination that we achieved 130%committee’s (and the board of our corporate goals in 2019 and,directors’, in the case of Ms. Consylman and Mr. McCourt, recognitionMcCourt) determination that each executive farofficer achieved or exceeded all or substantially all of her or his respective individual goals for 2019.2021. These base salary determinations also took into account peer group and other market data from the Aon competitive assessment conducted by Aon and discussed in more detail below. In addition, the increase in base salary for Mr. McCourt in 2020 includes an adjustment to better align his base salary with the external market in his role as the company's president. In April 2020, the compensation and HR committee also ratified and approved 2020 base salaries for Mr. Rickard and Dr. Shetzline, in connection with their respective designation as executive officers of the company. In ratifying and approving Mr. Rickard and Dr. Shetzline's respective base salaries, our compensation and HR committee considered a number of factors, including each of Mr. Rickard and Dr. Shetzline'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.

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Base salary information for 20202022 compared to base salary information for 2019 for our named executive officers, as applicable, is as follows:

​ ​​ ​​​​ ​​ ​

Named Executive Officer

​2019
Base Salary		​2020
Base Salary		​Increase ($)​Increase (%)
​
​ ​​ ​​ ​​​​ ​

Mark Mallon

​​$750,000​​​$772,500​​​$22,500​​​3%​

Gina Consylman

​​$480,000​​​$494,400​​​$14,400​​​3%​

Thomas McCourt

​​$520,000​​​$556,400​​​$36,400​​​7%​

Jason Rickard

​​*​​​$456,750​​​*​​​*​​

Michael Shetzline, M.D., Ph.D.

​​*​​​$448,050​​​*​​​*​​
​ ​​ ​​ ​​​​ ​

* Mr. Rickard and Dr. Shetzline became executive officers of Ironwood effective April 17, 2020.

In February 2021 our compensation and HR committee reviewed and approved base salaries for our named executive officers for 2021. Base salary information for 2021 compared to base salary information for 2020 for each of our 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​​​​$31,000​​​​​4.0%​​
​Sravan Emany*​​​$500,000​​​​$500,000​​​​$0​​​​​0%​​
​John Minardo​​​$475,000​​​​$494,000​​​​$19,000​​​​​4.0%​​
​Jason Rickard​​​$500,000​​​​$520,000​​​​$20,000​​​​​4.0%​​
​Michael Shetzline, M.D., Ph.D.​​​$484,000​​​​$513,040​​​​$29,040​​​​​6.0%​​
​
​ ​​ ​​​​ ​​ ​

Named Executive Officer

​2020
Base Salary		​2021
Base Salary		​Increase ($)​Increase (%)
​
​ ​​ ​​ ​​​​ ​

Gina Consylman

​​$494,400​​​$509,400​​​$15,000​​​3%​

Thomas McCourt

​​$556,400​​​$573,200​​​$16,800​​​3%​

Jason Rickard

​​$456,750​​​$484,200​​​$27,450​​​6%​

Michael Shetzline, M.D., Ph.D.

​​$448,050​​​$484,000​​​$35,949​​​8%​
​ ​​ ​​ ​​​​ ​
*

The compensation and HR committee did not recommend, and the board did not increase,

Mr. Mallon'sEmany’s base salary inwas not changed for 2022 as part of the Company’s 2021 because Mr. Mallon had provided notice of his intent to resign fromperformance review cycle as he joined the company at the time salary determinationsin December 2021.
​
Annual Cash Incentive Program for 2021 were made. Information on Mr. McCourt's salary for his service as our interim chief executive officer beginning in March 2021 is available elsewhere in this proxy statement under the caption Chief Executive Officer Transition.

Cash Bonus

2022 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 target bonus award, expressed as a percentage of an executive'sexecutive’s base salary, is determined 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 2020, Mr. Mallon's targetgoals as well as peer group and other market data. Target bonus was 75%percentages for 2022 for each of his base salary, Ms. Consylman's target bonus was 50% of her base salary, and Mr. McCourt's target bonus was 60% of his base salary. Upon their designation asour named executive officers, in April 2020,which were unchanged from the compensation and HR committee ratified and approved Mr. Rickard and Dr. Shetzline'srespective target bonus percentages for 2020, which for Mr. Rickard was 50% of his base salary and for Dr. Shetzline was 40% of his base salary. 2021, are as follows:
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​Named Executive Officer​​2022 Target Bonus
(as a % of base salary)		​
​Thomas McCourt​​​​75%​​
​Sravan Emany​​​​50%​​
​John Minardo​​​​45%​​
​Jason Rickard​​​​50%​​
​Michael Shetzline, M.D., Ph.D.​​​​45%​​

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We believe that these target bonus percentages align the target cash compensation, as defined below, 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.

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For each of our named executive officers, other than our chief executive officer, 70% of each 2022 cash bonus award paid in 2021 for 2020 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 recommending for approval by the board the amount of Mr. Mallon'sMcCourt’s 2022 cash bonus, to be paid in 2021 for 2020 performance, our compensation and HR committee equateddetermined to set Mr. Mallon'sMcCourt’s individual performance in 2022 to be equal to the company's 2020company’s performance achievement multiplierfactor of 101%75%. The board reviewed and followed this recommendation in approving Mr. Mallon'sMcCourt’s cash bonus award for 2020 performance, which he remained eligible to receive as a result of being employed as our chief executive officer on the date cash bonus awards for 2020 performance were paid in 2021.

2022 performance.

The following table summarizes the calculation of our named executive officers'officers’ cash bonus awards, paid in 2021other than for 2020 performance:

our chief executive officer. Mr. McCourt’s 2022 cash bonus was calculated by multiplying his target bonus percentage (75%) by the corporate performance factor, as noted above.
[MISSING IMAGE: bc_line-4c.jpg]
​Component Calculation​
​​​ Company Performance
Only Component
(Weighted 70%)		​​​​ ​​ ​​ ​​ 70% Weighting​​​​ ×​​
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​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​+​
​Company and Individual
Performance Component
(Weighted 30%)		​​30% Weighting​​×​​Target Bonus​​×​​Corporate
Performance
Achievement
Multiplier		​Total Annual
Bonus ​		×​​Individual
Performance
Achievement
Multiplier		​​=​​Company
Performance
Only Component
Payout		​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​Total Annual
Bonus Payout		​
​

This approach was intended to closely align cash bonus award payouts with the achievement of our corporate goals, while taking into account individual performance (or, in the case of Mr. Mallon,McCourt, equating company performance with individual performance) and making bonus determinations in a transparent way. As described above, the company performance achievement multiplier for 20202022 was 101%75%. In February 2021,2023 our compensation and HR committee, determined that each of our named executive officers other(other than Mr. Mallon, strongly metMcCourt, whose individual performance was equated with company performance) achieved or exceeded performance expectationspre-established individual goals for 2020,2022, resulting in the following individual performance achievement multipliers and bonus ratios to target bonus percentage (after applying the 70%/30% weighting and taking into account the company performance achievement multiplier of 101%75%): Ms. Consylman, 120% individual performance, resulting.The compensation and HR committee then reviewed and approved (or, in actual bonus to target bonus ratiothe case of 107%; Mr. McCourt, 120% individualrecommended that the board approve, which recommendation was followed by the board) the following bonuses for 2022 performance resulting in actual bonus to target bonus ratio of 107%; Mr. Rickard, 140% individual performance, resulting in actual bonus to target bonus ratio of 113%; and Dr. Shetzline, 125% individual performance, resulting in actual bonus to target bonus ratio of 109%. for our named executive officers:
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​Named Executive Officer​​Individual Performance​​Actual Bonus to Target Bonus
Ratio		​​Annual Cash Incentive Program
for 2022 Performance		​
​Thomas McCourt​​​​75%(1)​​​​​75%​​​​$453,375​​
​Sravan Emany​​​​120%​​​​​80%​​​​$198,750​​
​John Minardo​​​​100%​​​​​75%​​​​$166,725​​
​Jason Rickard​​​​125%​​​​​81%​​​​$209,625​​
​Michael Shetzline, M.D., Ph.D.​​​​130%​​​​​82%​​​​$188,735​​
​
(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 101%75% on the basis that such multiplier was equal to the corporate performance achievement multiplier of 101%75%. The compensation and HR committee (or the board, in the case of Mr. Mallon) reviewed and approved the following bonuses for 2020 performance for our named executive officers:

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​ ​​​

Named Executive Officer

​Annual Cash Bonus
for 2020 Performance
​
​ ​​ ​

Mark Mallon

​​$585,169​​

Gina Consylman

​​$264,652​​

Thomas McCourt

​​$357,409​​

Jason Rickard

​​$258,338​​

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

​​$194,588​​
​ ​​​
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In addition to the annual cash bonus for 2020 performance described above, in January 2020, Dr. Shetzline received a payment of $100,000, reflecting the second installment of his sign-on bonus under the terms of his employment offer letter.

2022 Long-Term Equity Awards

Long-term equity incentive compensation granted in 20202022 represented, on average, approximately 70%73% of each named executive officer'sofficer’s total compensation for the year (based on the grant date fair value of equity awards, with performance-based restricted stock unit, or PSU, awards measured at target). We believe this emphasis on equity, and particularly performance-based equity, strongly reinforces the principle of "pay“pay for performance",performance” and closely ties our executives'executives’ pay outcomes to stockholder value creation. We also use equity awards as our incentive vehicle for long-term compensation to attract, reward and retain our named executive officers and to align the interests of our named executive officers with those of 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 equity 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 peer group and other market data from the Aon competitive assessment discussed below. In addition to peer group and market data, our compensation and HR committee also 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.

    2020

2022 Annual Equity Awards

In 2020,early 2022, our compensation and HR committee decided to introduce PSUs into our 2020 executive equity compensation program in an effort drive accountability to achieve key milestones and deliver stockholder returns. In introducing PSUs in 2020 and providing for an equal number of PSUs and RSUs to our named executive officers, the compensation and HR committee sought to design a 2020 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.

To facilitate the transition in 2020 from the use of stock options, which vested on a monthly basis, to PSUs, which were subject to two or three year performance periods, 2020 RSU grants to our named executive officers vest as to approximately 33% of the underlying shares on each approximate anniversary of the grant date of the award. Performance goals underlying 2020 PSU awards must 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 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 controlling expenses as measured by cumulative adjusted organic EBITDA, or Adjusted EBITDA PSUs; and

3)
Realizing rTSR goals, or 2020 rTSR PSUs.
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The 2020 PSUs use the following metrics, weighting and vesting opportunity:

​ ​​ ​​​​ ​​ ​​
Performance MetricWeightPerformance PeriodThreshold Goals
(50% attainment)		Target Goals
(100% attainment)		Stretch Goals
(200% attainment)
​ ​​ ​​ ​​​​ ​​
NDA Acceptance PSUs40%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
Adjusted EBITDA PSUs30%2020 - 2021
Cumulative Target		Threshold cumulative adjusted organic EBITDA through 2021Target cumulative adjusted organic EBITDA through 2021Stretch target cumulative adjusted organic EBITDA through 2021
2020 rTSR PSUs30%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 a peer group of commercial pharmaceutical and biotechnology companies for purposes of the 2020 rTSR PSUs. At the time they were designated, the peer group identified for the purposes of the 2020 rTSR PSUs ranged between $750 million and $10 billion in market capitalization; Ironwood's market capitalization at that time was at the 47th percentile relative to this custom peer group. Our compensation and HR committee then approved the following custom rTSR measurement peer group for the 2020 rTSR PSUs, which included all of our executive compensation peers at the time the custom rTSR peer group was designated:

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GRAPHIC
​
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 2020, our named executive officers were granted the following equity awards under our 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​​

Thomas McCourt

​​100,482​​​100,482​​

Jason Rickard

​​60,289​​​60,289​​

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

​​48,875*​​48,875*​
​ ​​ ​​ ​

* Comprised of 28,135 PSUs and 28,135 RSUs granted in February 2020, as well as an additional 20,740 PSUs and 20,740 RSUs granted in April 2020 in connection with Dr. Shetzline's designation as an executive officer of the company. The compensation and HR committee approved this additional award based on Aon's input and in order to further align Dr. Shetzline's unvested equity position with that of the other executive officers. The PSUs and RSUs granted to Dr. Shetzline in April 2020 were subject to the same terms as described above related to equity grants to named executive officers in 2020.

In connection with their designation as executive officers of the company in April 2020, the compensation and HR committee ratified and approved the PSU and RSU grants listed above for Mr. Rickard and Dr. Shetzline.

As of the date of this proxy statement, none of the PSUs granted in 2020 had vested.

    2021 Annual Equity Awards

In early 2021, our compensation and HR committee again determined as it had in 2020, that the annual long-term equity incentive compensation awards for our named executive officers should consist of an approximately even number of PSUs and restricted stock units, or RSUs. The compensation and HR committee chose relative total shareholder return, or rTSR performance as the sole PSU performance metric in our 20212022 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 peer group specifically for purposes of the rTSR measurement goal related to theused for PSUs granted in 2021,2022, or the 20212022 rTSR PSUs.

The 2022 rTSR PSUs which group differed fromuse the peer group selectedfollowing performance metric and vesting opportunities:
[MISSING IMAGE: bc_line-4c.jpg]
​Performance Metric​​Performance Period​​Threshold Goals
(50% attainment)		​​Target Goals
(100% attainment)		​​Stretch Goals
(200% attainment)		​
​2022 rTSR PSUs​​Three-year performance period ending December 31, 2024​​rTSR at the 25th percentile compared to rTSR peer group through 2024​​rTSR at the 50th percentile compared to rTSR peer group through 2024​​rTSR at the 75th percentile compared to rTSR peer group through 2024(1)​
​
(1)
Attainment for the 20202022 rTSR PSUs. 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 the 20212022 rTSR PSUs consisted of commercial pharmaceutical and biotechnology companies that ranged between $750 million and $10 billion in market capitalization; Ironwood'sIronwood’s 30-day market value capitalization at that timeas of December 31, 2021 was at the 39th percentile relative to this custom peer group. Our compensation and HR committee then approved the following custom rTSR measurement peer group for the 20212022 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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[MISSING IMAGE: bc_line-4c.jpg]
​
​
ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD)​Jazz​Intercept Pharmaceuticals, plcInc. (Nasdaq: ICPT)​
Acceleron Pharma​Agenus Inc. (Nasdaq: AGEN)​Karyopharm Therapeutics Inc.
Agios Pharmaceuticals, Inc.Kronos Bio, Inc.
Alkermes plc​Ligand Pharmaceuticals Incorporated (Nasdaq: LGND)​
Amarin Corporation​Agios Pharmaceuticals, Inc. (Nasdaq: AGIO)​​MacroGenics, Inc. (Nasdaq: MGNX)​
​Alkermes plc (Nasdaq: ALKS)​​MannKind Corporation (Nasdaq: MNKD)​
​Amicus Therapeutics, Inc. (Nasdaq: FOLD)​MiMedx Group, Inc.​Myovant Sciences Ltd. (Nasdaq: MYOV)​
Amphastar​Apellis Pharmaceuticals, Inc. (Nasdaq: APLS)​​Neurocrine Biosciences, Inc. (Nasdaq: NBIX)​
​BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX)​​OPKO Health, Inc. (Nasdaq: OPK)​
​Biohaven Pharmaceutical Holding Company Ltd. (Nasdaq: BHVN)​Ocular Therapeutix, Inc.
bluebird bio, Inc.Omeros Corporation
Blueprint Medicines CorporationOPKO Health, Inc.
Coherus BioSciences, Inc.​Pacira BioSciences, Inc. (Nasdaq: PCRX)​
Corcept Therapeutics Incorporated​bluebird bio, Inc. (Nasdaq: BLUE)Perrigo Company plc
Deciphera Pharmaceuticals, Inc.​Prestige Consumer Healthcare Inc.
Emergent BioSolutions Inc.​PTC Therapeutics, Inc. (Nasdaq: PTCT)​
Endo International plc​Blueprint Medicines Corporation (Nasdaq: BPMC)​​Radius Health, Inc. (Nasdaq: RDUS)​
Epizyme,​BridgeBio Pharma, Inc. (Nasdaq: BBIO)​Revance Therapeutics, Inc.
Esperion Therapeutics, Inc.​Sage Therapeutics, Inc. (Nasdaq: SAGE)​
Exelixis,​ChemoCentryx, Inc. (Nasdaq: CCXI)​​Sarepta Therapeutics, Inc. (Nasdaq: SRPT)​
​Coherus BioSciences, Inc. (Nasdaq: CHRS)​​Sorrento Therapeutics, Inc. (Nasdaq: SRNE)​
​Corcept Therapeutics Incorporated (Nasdaq: CORT)​​Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN)​
​Dynavax Technologies Corporation (Nasdaq: DVAX)​​TG Therapeutics, Inc. (Nasdaq: SUPN)​
​Emergent BioSolutions Inc. (Nasdaq: EBS)​​Travere Therapeutics, Inc. (Nasdaq: TVTX)​
​Epizyme, Inc. (Nasdaq: EPZM)​​Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE)​
​Exelixis, Inc. (Nasdaq: EXEL)​​United Therapeutics Corporation (Nasdaq: UTHR)​
​Global Blood Therapeutics, Inc. (Nasdaq: GBT)​Supernus​Vanda Pharmaceuticals Inc. (Nasdaq: VNDA)​
GW Pharmaceuticals plc​Taro Pharmaceutical Industries Ltd.
Halozyme Therapeutics, Inc. (Nasdaq: HALO)​Theravance Biopharma, Inc.
Harmony Biosciences Holdings, Inc.United Therapeutics Corporation
Heron Therapeutics, Inc.Veracyte, Inc.
Insmed Incorporated​Vericel Corporation (Nasdaq: VCEL)​
Intercept Pharmaceuticals, Inc.​Insmed Incorporated (Nasdaq: INSM)Viela Bio, Inc.
Ionis Pharmaceuticals, Inc.Zogenix, Inc.
​​​​

In February 2021,March 2022, our named executive officers (other than Mr. Mallon)Emany) were granted RSUs and in March 2021, our named executive officers (other than Mr. Mallon) were granted PSUs, in each case under our 2019 Plan. Unlike the RSUs granted in 2020, which vest in equal installments over three years to facilitate a transition in 2020 away from stock options that vested on a monthly basis, RSUs granted in 20212022 vest as to approximately 25% of the underlying shares on each approximate anniversary of the grant date of the award, subject to continued employment on each vesting date, which is the vesting schedule typically used for RSU awards granted to employees. As stated previously,described above, the 20212022 PSU awards are subject to a single rTSR performance goal, which is measured over a three-year performance period ending December 31, 2023.

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The RSURSUs and PSUs granted to our named executive officers (other than Mr. Mallon)Emany) in February and March of 2021, respectively,2022 were as 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 McCourt​​​​248,868​​​​​248,869​​
​Sravan Emany*​​​​0​​​​​0​​
​John Minardo​​​​67,873​​​​​67,873​​
​Jason Rickard​​​​90,497​​​​​90,498​​
​Michael Shetzline, M.D., Ph.D.​​​​81,447​​​​​81,448​​
​

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)
 
​​​ ​ ​​​ ​

Gina Consylman

 ​84,541 ​84,951 

Thomas McCourt

  144,927  145,631 

Jason Rickard

 ​84,541 ​84,951 

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

  57,971  58,252 
​ ​​ ​ ​​ ​​
*

Mr. Emany was not eligible for a PSU or RSU award in 2022 due to the fact that he joined the company in December 2021.
​
In making its determinations with respect to the size of equity awards awardedgranted to each of our named executive officers (other than Mr. Emany), our compensation and HR committee took into account peer group and other market data from the Aon competitive assessment discussed below, as well as other factors including each executive'sexecutive’s current equity holdings, expected future contributions and retention. Mr. Mallon did
2020 rTSR PSUs Payout
In 2020, our compensation and HR committee established the following performance 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 controlling expenses as measured by cumulative adjusted organic EBITDA, or Adjusted EBITDA PSUs; and
​
3)
Realizing rTSR goals as described in our 2021 proxy statement filed with the SEC on April 22, 2021 (the “2021 Proxy Statement”), or 2020 rTSR PSUs.
​
The 2020 PSUs use the following metrics, weighting and vesting opportunities:
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​Performance Metric​​Weight​​Performance Period​​Threshold Goals
(50% attainment)		​​Target Goals
(100% attainment)		​​Stretch Goals
(200% attainment)		​​Payout​​Weighted
Payout		​
​NDA Acceptance PSUs​​40%​​Three-year performance period ending December 31, 2022​​N/A​​Acceptance by the U.S. FDA of an NDA for IW-3718 or other internal or external development program​​Acceptance by the U.S. FDA of two NDAs, including IW-3718 and/or other internal or external development programs​​0%​​0%​
​Adjusted EBITDA PSUs(1)​​30%​​2020 — 2021 Cumulative Target​​$266 million​​$296 million​​$355 million​​200%​​60%​
​2020 rTSR PSUs(2)​​30%​​Three-year performance period ending December 31, 2022​​rTSR at the 25th percentile compared to rTSR peer group through 2022​​rTSR at the 50th percentile compared to rTSR peer group through 2022​​rTSR at the 75th percentile compared to rTSR peer group through 2022(3)​​100%​​30%​
​Weighted Average Payout:​​90%​

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(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 any corporate development transactions and stock-based compensation expense.
​
(2)
If the TSR percentile rank falls between Threshold, Target or Stretch goals, the percentage of rTSR PSUs earned shall be interpolated on a straight-line basis.
​
(3)
Attainment for the 2020 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.
In January 2023, our compensation and HR committee certified that, with respect to the 2020 rTSR PSUs, the achievement of the rTSR percentile rank compared to the rTSR peer group for the performance period, which ended on December 31, 2022, was 67%, resulting in a 100% attainment of this performance metric, since the Company’s total stockholder return was negative. The NDA Acceptance PSUs goal was not receive equity awards in 2021 because he had provided noticemet and therefore no portion of his intent to resign from the company atNDA Acceptance PSUs vested. Overall, the time annual equity awards were granted.

weighted average payout for our 2020 PSUs performance metrics was 90%.

Executive Severance Agreements and Benefits in the Event of a Change of Control

The 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 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. 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 non-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.

Other Compensation

We maintain broad-based benefits, 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, which are provided to all employees.

We also maintain a relocation program under which we make certain benefits available to newly hiredeligible compensation and existing employees, including our named executive officers, who are relocating to accept a new position with50% of employee contributions on the company. Our relocation program covers reasonable expenses associated withnext 3% of eligible compensation; or (b) 75% of 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, movingfirst $10,000 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" within 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.

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.

Compensation Decisions for 2023
​
2023 Base Salary
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,February 2023, our compensation and HR committee reviewed and approved 2023 base salaries for our named executive officers, except for Mr. McCourt, whose base salary is reviewed and recommended by our compensation and HR committee and approved by our board determined to increaseof directors. In March 2023, following a recommendation by our compensation and HR committee, our board of directors approved Mr. McCourt's annualMcCourt’s base salary. The increases in base salary from $573,200 to $775,000for our named executive officers were based on our compensation and to increaseHR committee’s (and the board of directors’, in the case of Mr. McCourt's annual cash incentive bonus target from 60% (of $573,200) to 75% (of $775,000). The increase in annualMcCourt) determination that each executive officer achieved or exceeded substantially all of his respective individual goals for 2022. These base salary determinations also took into account peer group and annual cash incentive bonus target was intendedother market data from the competitive assessment conducted by Aon and discussed in more detail below. Base salary information for 2023 compared to align Mr. McCourt's compensationbase salary information for his service2022 for each of our named executive officers, is 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 will remain in place for a minimum of six months and for so long as Mr. McCourt is serving as our interim chief executive officer. Mr. McCourt's severance arrangements and benefits in the event of a change of control did not change in connection with his appointment as interim chief executive officer. follows:


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​Named Executive Officer​​2022
Base Salary		​​2023
Base Salary		​​Increase ($)​​Increase (%)​
​Thomas McCourt​​​$806,000​​​​$834,210​​​​$28,210​​​​​3.5%​​
​Sravan Emany​​​$500,000​​​​$520,000​​​​$20,000​​​​​4.0%​​
​John Minardo​​​$494,000​​​​$512,728​​​​$18,728​​​​​3.8%​​
​Jason Rickard​​​$520,000​​​​$540,800​​​​$20,800​​​​​4.0%​​
​Michael Shetzline, M.D., Ph.D.​​​$513,040​​​​$533,562​​​​$20,522​​​​​4.0%​​
2023 Annual Equity Awards
In making its recommendations to the board relating to these compensation changes for Mr. McCourt's service as our interim chief executive officer,early 2023, the compensation and HR committee considered competitive market practicedetermined that the annual long-term equity incentive compensation awards for our named executive officers should consist of an approximately even number of PSUs and a desireRSUs. For PSUs, the compensation and HR committee further determined that performance under our PSU awards should be measured against both an absolute TSR (50%) and an rTSR performance metric (50%) in order to recognize Mr. McCourttie further the compensation of our named executive officers to stockholder value creation and hold our executives accountable for his willingnessour stock price performance. The compensation and HR committee further determined that the three-year performance period for the 2023 PSUs should start on March 1, 2023, and end on February 28, 2026. This change will enable both performance metrics to assumetake into account the interim chief executive officer roleupdated financial information for the fiscal year-end, including any changes in financial guidance that may have affected the stock price of the Company and the increased responsibility associated with such role.

2021 Retention Awards

In lightrTSR peer group companies throughout the performance period.

The 2023 PSUs use the following metrics, weighting and vesting opportunity:
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​Performance
Metric		​​Weight​​Performance
Period		​​Threshold​​Target​​Above Target​​Maximum​
​2023 Absolute TSR PSUs​​50%​​Ending February 28,
2026		​​50% attainment:
30 calendar-day average closing share price of $13.23 or above		​​100% attainment:
30 calendar-day average closing share price of $13.80 or above		​​200% attainment:
30 calendar-day average closing share price of $15.53 or above		​​400% attainment:
30 calendar-day average closing share price of $17.25 or above		​
​2023 rTSR
PSUs (1)		​​50%​​Ending February 28,
2026		​​50% attainment:
rTSR at the 25th percentile compared to rTSR peer group through February 2026		​​100% attainment:
rTSR at the 50th percentile compared to rTSR peer group through February 2026		​​200% attainment:
rTSR at the 75th percentile compared to rTSR peer group through February 2026		​​N/A​
​
(1)
If the TSR percentile rank falls between Threshold, Target or Stretch goals, the percentage of Mr. Mallon's resignationrTSR PSUs earned shall be interpolated on a straight-line basis. 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 2023 rTSR PSUs consisted of commercial pharmaceutical and biotechnology companies that ranged between $750 million and $10 billion in market capitalization; Ironwood’s 30-day average market value capitalization as of December 31, 2022 was at the company's chief executive officer in March 2021, in an effort47th percentile relative to promote business continuity, ourthis custom peer group. Our compensation and HR committee approved a cash retention bonus and an RSU retention award tothe following custom rTSR measurement peer group for the 2023 rTSR PSUs, which included all of our other fourexecutive compensation peers:

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​ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD)​​Insmed Incorporated (Nasdaq: INSM)​
​ADMA Biologics, Inc. (Nasdaq: ADMA)​​Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT)​
​Alkermes plc (Nasdaq: ALKS)​​Ionis Pharmaceuticals, Inc. (Nasdaq: IONS)​
​Amicus Therapeutics, Inc. (Nasdaq: FOLD)​​Kiniksa Pharmaceuticals, Ltd. (Nasdaq: KNSA)​
​Apellis Pharmaceuticals, Inc. (Nasdaq: APLS)​​Ligand Pharmaceuticals Incorporated (Nasdaq: LGND)​
​Arcus Biosciences (Nasdaq: RCUS)​​Myriad Genetics, Inc. (Nasdaq: MYGN)​
​Arrowhead Pharmaceuticals Inc. (Nasdaq: ARWR)​​Natera, Inc (Nasdaq: NTRA)​
​Avid Bioservices, Inc. (Nasdaq: CDMO)​​Novavax, Inc. (Nasdaq: NVAX)​
​BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX)​​Organogenesis Holdings Inc.(Nasdaq: ORGO)​
​Blueprint Medicines Corporation (Nasdaq: BPMC)​​Pacira BioSciences, Inc. (Nasdaq: PCRX)​
​Catalyst Pharmaceuticals, Inc. (Nasdaq: CPRX)​​PTC Therapeutics, Inc. (Nasdaq: PTCT)​
​Coherus BioSciences, Inc. (Nasdaq: CHRS)​​REGENXBIO Inc. (Nasdaq: RGNX)​
​Corcept Therapeutics Incorporated (Nasdaq: CORT)​​Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN)​
​Cytokinetics, Inc. (Nasdaq: CYTK)​​Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX)​
​Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH)​​Travere Therapeutics, Inc. (Nasdaq: TVTX)​
​Denali Therapeutics Inc. (Nasdaq: DNLI)​​Vanda Pharmaceuticals Inc. (Nasdaq: VNDA)​
​Dynavax Technologies Corporation (Nasdaq: DVAX)​​Veracyte, Inc. (Nasdaq: VCYT)​
​Exact Sciences Corporation (Nasdaq: EXAS)​​Vericel Corporation (Nasdaq: VCEL)​
​Exelixis, Inc. (Nasdaq: EXEL)​​Vir Biotechnology, Inc. (Nasdaq: VIR)​
​FibroGen, Inc. (Nasdaq: FGEN)​​Xencor Inc.(Nasdaq: XNCR)​
​Halozyme Therapeutics, Inc. (Nasdaq: HALO)​​​​
In March 2023, our named executive officers who remained employed withwere granted RSUs and PSUs, in each case under our 2019 Plan. RSUs granted in 2023 , other than for our chief executive officer, vest as to 25% of the companyunderlying shares on each approximate anniversary of the grant date of the grant. Cash retention bonuses were valued at 50%award, subject to continued employment on each vesting date, which is the vesting schedule typically used for RSU awards granted to employees. RSUs granted in 2023 for Mr. McCourt vest as to 33.3% of the named executive officer's 2021 base salary, and RSU awards were valued at 33% ofunderlying shares on each executive officer's 2021 annual equity target. In establishing the size of these grants, Aon presented market data and assisted our compensation and HR committee with approximating the value that another organization could potentially offer as a sign-on grant to recruit our executive talent relative to the current, unvested Ironwood equity held by our named executive officers.

Cash retention bonuses were awarded in the following amounts: Mr. McCourt (whose cash and RSU retention grants were made in his capacity as president, and not as interim chief executive officer) received a cash retention bonus of $286,600, Ms. Consylman received a cash retention bonus of $254,700, Mr. Rickard received a cash retention bonus of $242,100 and Dr. Shetzline received a cash retention bonus of $242,000. The cash retention bonuses are payable in two equal payments with 50%approximate anniversary of the cash retention bonus paid in September 2021 and 50%grant date of the cash retention bonus paid in June 2022,award, subject to the officer remaining an employee of the company in good standinghis continued employment on each paymentvesting date. Each executive also will receive both payments inAs described above, the event of an involuntary termination of employment prior to June 1, 2022.

RSU retention awards were made in the following amounts: Mr. McCourt received 96,638 RSUs, Ms. Consylman received 56,372 RSUs, Mr. Rickard received 56,372 RSUs and Dr. Shetzline received 38,665 RSUs. The RSU retention2023 PSU awards are subject to provisions relatingabsolute TSR and rTSR performance goals, and are measured over a three-year performance period ending February 28, 2026.


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The RSUs and PSUs granted to the acceleration of time-based equity awards under each executive officers' severance agreement, as described elsewhere in this proxy statement under the captions Executive Severance Agreements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of Control.

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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. We believe our Executive Officer Stock Ownership Guidelines further align the interests of ournamed executive officers with thosein March of our stockholders2023 were as follows:

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​Named Executive Officer​​2023 Annual PSU Grant
(# of Shares of Class A common stock
Subject to PSUs) (at target)		​​2023 Annual RSU Grant
(# of Shares of Class A common stock
Subject to RSUs)		​
​Thomas McCourt​​​​240,594​​​​​240,595​​
​Sravan Emany​​​​74,235​​​​​74,236​​
​John Minardo​​​​65,502​​​​​65,502​​
​Jason Rickard​​​​43,668​​​​​43,668​​
​Michael Shetzline, M.D., Ph.D.​​​​69,869​​​​​69,869​​
Basis for Our Compensation Policies and also incentivize executive officers to focus on maximizing long-term value.

Our Executive Officer Stock Ownership Guidelines, which apply to each of our executive officers as defined in the Exchange Act, 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 other executive officers are 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) 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 the in-the-money value of vested stock options and certain other vested and unvested equity awards (other than unearned performance-based awards), net of applicable taxes and the exercise price (if applicable).

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 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.

Decisions
​

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.

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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;

​
•

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 with respect to our Class A common stock,securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds;

​
•

we have no perquisites, except as otherwise described herein, other than broad-based benefits, including health and welfarewellbeing benefits, transportation, remote work and fitness stipends and 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;

​
•
nine
eight of our tennine 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 (see Director 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

​
•

we have 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​

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      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-basedincentive- based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002.

Finally, we intend to update our clawback policy to address the recovery of erroneously-awarded incentive compensation in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable listing standards.

​
Compensation Determination Process

Historically, our compensation and HR committee has determined our corporate performance for the prior year and also approved the compensation of all executive officers, including our chief executive officer.

In December 2020, the board approved updates to our corporate governance guidelines and the charter of the compensation and HR committee to provide that, beginning in 2021, (i) our board would assess the Company'sCompany’s corporate performance and (ii) our compensation and HR committee would 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'sofficer’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. Our compensation and HR committee and board similarly followed this process in 2021 in determining compensation for Mr. McCourt that specifically related to his service as our interim chief executive officer.


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In January 2021,2023, our board met and, following the recusal of non-independent directors, our board approved our corporate goal achievement for 2020.2022. Following the board'sboard’s corporate goal assessment, our compensation and HR committee evaluated the performance of our executive officers (other than Mr. Mallon)McCourt), including performance against goals and objectives relevant to such executive officers'officers’ compensation, and then approved salary increases, 2022 cash incentive bonuses and 2023 cash incentive bonus targets and equity awards for our executive officers (other than Mr. Mallon).2023 for these executives. The compensation and HR committee similarly evaluated Mr. Mallon'sMcCourt’s performance and made a recommendation to the board relating to Mr. Mallon'sMcCourt’s bonus for 2020 performance; the compensation2022 performance and HR committee did not make a recommendation as to go forward compensationhis annual equity award, base salary and target bonus percentage for Mr. Mallon as Mr. Mallon had indicated his intent to resign at the time compensation decisions were made.2023. In making these compensation-related decisions or recommendations for 20202022 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 2021, following the recusal of non-independent directors,2023, the board voted onapproved Mr. Mallon's 2020 bonus;McCourt’s 2022 bonus, salary increase, equity awards and target bonus percentage for 2023; Mr. MallonMcCourt was not present for the board'sboard’s deliberation and determination on his 2020 bonus.

these compensation items.

The compensation and HR committee also approvesreviews 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. Prior to Mr. Mallon's resignation, the compensation and HR committee delegated allocationAllocation decisions of these portions to an RSU committee, which was comprised only of Mr. Mallon; following Mr. Mallon's resignation, allocation decisions will beare 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. 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

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officer's officer’s specific circumstances or, if warranted by competitive market conditions, to grant retention or additional equity awards 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 additional equity awards to an executive officer if that 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'sofficer’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. As of March 31, 2023, each of our executive officers was in compliance with our Executive Officer Stock Ownership Guidelines.
Role of the Compensation and HR 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'sofficer’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; and reviewing risks associated with our compensation policies and practices.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 addition, our compensation and HR committee is responsible for ensuring that our compensation policies are aligned with our compensation philosophy and guiding principles.

In 2020,2022, our compensation and HR committee made all of the compensation determinations with respect to each of our 2020 named executive officers, including ratifying and approving compensation paid or awarded toother than Mr. Rickard and Dr. Shetzline prior to their designation as executive officers of the company in April 2020. As described above, beginning in 2021, our compensation and HR committee recommended, and our board approved, compensation determinations for Mr. Mallon, including compensation determinations made in recognition of performance in 2020, as well as compensation determinations for Mr. McCourt in 2021 in respect of his service as our interim chief executive officer.

McCourt.

In making its determinations with respect to each of our named executive officers (other than Mr. Mallon) relating to compensation for performance in 2020,2022, our compensation and HR committee took into account the feedback and recommendations from Mr. Mallon, as well asMcCourt, including the feedback Mr. McCourt received 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 initial compensation package was based on numerous factors, including:

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

    •
    the individual'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;

    •
    the demand for people with the individual'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.
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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 2020,2022, our compensation and HR committee exercised such authority and engaged Aon as its compensation consultant. Aon reported directly to our compensation and HR committee throughout the period of its engagement.
Other than the purchase of certain benefits surveys and employee compensation benchmarking data from Aon in 20202022 and certain other accounting and consulting services requested by the company related to equity plan matters, including forfeiture rate analysis, PSU award design, and 20202022 rTSR PSU valuation,valuations, Aon did not provide us with services in 20202022 other than those requested by our compensation and HR committee and the review of this Compensation Discussion and Analysis for conformance with best practices. Based on the scope of our compensation and HR committee'scommittee’s engagements with Aon, it was determined that Aon did not have a conflict of interest in its role as compensation consultant under applicable rules.

In order to assist our compensation and HR committee in setting 20202022 and 20212023 compensation, respectively, Aon conducted competitive assessments of 20192021 and 20202022 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, Aon analyzed the components of our named executive officer compensation listed above, in each case measured against the 25th, 50th25th, 50th and 75th75th percentiles of our executive compensation peer group.

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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 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 20202022 compensation decisions is composed of the following 1716 companies, which at the time they were designated as our peer group had a median 30-day average market capitalization of approximately

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$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. (Nasdaq: ACAD)​​Halozyme Therapeutics, Inc. (Nasdaq: HALO)​
​Agios Pharmaceuticals, Inc. (Nasdaq: AGIO)​Horizon Therapeutics plc
Akcea Therapeutics, Inc.​Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT)​
​Alkermes plc (Nasdaq: ALKS)​​Ligand Pharmaceuticals Incorporated (Nasdaq: LGND)​
​Amicus Therapeutics, Inc. (Nasdaq: FOLD)​​Pacira BioSciences, Inc. (Nasdaq: PCRX)​
Amicus Therapeutics,​bluebird bio, Inc. (Nasdaq: BLUE)​​PTC Therapeutics, Inc. (Nasdaq: PTCT)​
bluebird bio, Inc.​Blueprint Medicines Corporation (Nasdaq: BPMC)​​Radius Health, Inc. (Nasdaq: RDUS)​
Blueprint Medicines Corporation​Coherus BioSciences, Inc. (Nasdaq: CHRS)​​Supernus Pharmaceuticals, Inc.
Coherus BioSciences, Inc. (Nasdaq: SUPN)United Therapeutics Corporation
Corcept Therapeutics Incorporated​
​Corcept Therapeutics Incorporated (Nasdaq: CORT)​​Vanda Pharmaceuticals Inc. (Nasdaq: VNDA)​

In assisting our compensation and HR committee in setting 20202022 compensation, Aon also presented proxy peer data andas well as results from the Radford Global Life Sciences Survey, or Radford 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 data from the 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 2020.

2022.

In October 2020,June 2022, our compensation and HR committee re-approved theapproved a new peer group, listed above, which peer group the compensation and HR committee continued to useAon used as a reference point in makingadvising our compensation and HR committee regarding compensation decisions throughmade beginning in the datefourth quarter of this proxy statement.

2022. Aon recommended that two companies from our existing peer group be removed because they no longer met the revenue screening criterium (Agios Pharmaceuticals, Inc. and bluebird bio, Inc.), and identified three potential companies (Dynavax Technologies Corporation, Organogenesis Holdings Inc. and Ultragenyx Pharmaceutical Inc.) to replace the two companies that were recommended to be removed from the prior peer group. This updated peer group is comprised of the following 17 companies, which at the time of approval by our compensation and HR committee had a median 30-day average market capitalization of approximately $2.1 billion, median revenue of approximately $380 million, a median of 495 employees and a commercial drug or drug candidate in later stage development:


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​ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD)​​Ligand Pharmaceuticals Incorporated (Nasdaq: LGND)​
​Alkermes plc (Nasdaq: ALKS)​​Organogenesis Holdings Inc. (Nasdaq: ORGO)​
​Amicus Therapeutics, Inc. (Nasdaq: FOLD)​​Pacira BioSciences, Inc. (Nasdaq: PCRX)​
​Dynavax Technologies Corporation (Nasdaq: DVAX)​​PTC Therapeutics, Inc. (Nasdaq: PTCT)​
​Blueprint Medicines Corporation (Nasdaq: BPMC)​​Radius Health, Inc. (Nasdaq: RDUS)​
​Coherus BioSciences, Inc. (Nasdaq: CHRS)​​Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN)​
​Corcept Therapeutics Incorporated (Nasdaq: CORT)​​Vanda Pharmaceuticals Inc. (Nasdaq: VNDA)​
​Halozyme Therapeutics, Inc. (Nasdaq: HALO)​​Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE)​
​Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT)​​​​
Tax and Accounting Considerations

While our compensation and HR committee may 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 2020.

2022.

Executive Compensation Risk Assessment

Our compensation and HR committee engaged Aon to conduct a formal compensation risk assessment in December 2020.2022. The compensation and HR committee then reviewed our 20202022 compensation policies as generally applicable to our employees and determined 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.the Company. Our compensation and HR committee considered the following, among other factors, in reviewing our compensation policies related to 20202022 compensation:

•

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

​
•

we granted equity-based awards withconsisting of a mixed balance of time-based vesting and performance-based awards, 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.
​


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

Table

2.
based on the review and discussions referred to in paragraph (1) above, we recommended to the board of Contents

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
Mark Currie, Ph.D.
Jon Duane
Marla Kessler

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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, 2022, 2021 and 2020, 2019or such shorter period of the named executive officer’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
​​​​2022​​​​​805,404​​​​​143,300(5)​​​​​6,473,069(6)​​​​​—​​​​​453,375​​​​​18,118​​​​​7,893,266​​
​​​2021​​​​​732,053​​​​​143,300​​​​​7,236,498​​​​​—​​​​​680,063​​​​​18,090​​​​​8,810,004​​
​​​2020​​​​​576,120​​​​​—​​​​​2,465,327​​​​​—​​​​​357,409​​​​​11,040​​​​​3,409,896​​
​
Sravan Emany
Senior Vice President, Chief
Financial Officer
​​​​2022​​​​​500,000​​​​​—​​​​​—(7)​​​​​—​​​​​198,750​​​​​13,612​​​​​712,362​​
​​​2021​​​​​28,846​​​​​200,000​​​​​2,300,100​​​​​—​​​​​—​​​​​46​​​​​2,528,992​​
​​​2020​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​
John Minardo
Senior Vice President, Chief
Legal Officer and Secretary
​​​​2022​​​​​493,635​​​​​—​​​​​1,734,155(8)​​​​​—​​​​​166,725​​​​​15,525​​​​​2,410,040​​
​​​2021​​​​​191,827​​​​​250,000​​​​​2,595,002​​​​​—​​​​​105,037​​​​​6,427​​​​​3,148,293​​
​​​2020​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​
Jason Rickard
Senior Vice President, Chief
Operating Officer
​​​​2022​​​​​519,615​​​​​121,050(5)​​​​​2,312,209(9)​​​​​—​​​​​209,625​​​​​19,156​​​​​3,181,655​​
​​​2021​​​​​492,589​​​​​121,050​​​​​2,519,901​​​​​—​​​​​327,600​​​​​18,090​​​​​3,479,230​​
​​​2020​​​​​473,314​​​​​—​​​​​1,479,191​​​​​—​​​​​258,338​​​​​11,040​​​​​2,221,883​​
​
Michael Shetzline
Senior Vice President, Chief
Medical Officer, and Head of
Research and Drug
Development
​​​​2022​​​​​512,482​​​​​121,000(5)​​​​​2,080,982(10)​​​​​—​​​​​188,735​​​​​15,525​​​​​2,918,724​​
​​​2021​​​​​483,447​​​​​121,000​​​​​1,727,931​​​​​—​​​​​285,405​​​​​18,090​​​​​2,635,873​​
​​​2020​​​​​464,681​​​​​100,000​​​​​1,121,001​​​​​—​​​​​194,588​​​​​11,040​​​​​1,891,310​​
​
*
Messrs. Minardo and 2018, as applicable.

​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

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
($)
 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​

Mark Mallon*

 ​2020 ​801,173 ​— ​5,423,731 ​— ​585,169 ​11,040 ​6,821,113 

Former Chief Executive

 ​2019 ​750,000 ​880,000 ​3,692,810 ​3,804,331 ​797,063 ​144,596 ​10,068,800 

Officer

 ​2018 ​— ​— ​— ​— ​— ​— ​— 

Gina Consylman

  2020  512,751  —  1,676,402  —  264,652  11,040  2,464,845 

Chief Financial Officer and

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

Senior Vice President

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

Thomas McCourt*

 ​2020 ​576,120 ​— ​2,465,327 ​— ​357,409 ​11,040 ​3,409,896 

President and Interim

 ​2019 ​511,250 ​— ​1,760,143 ​2,370,159 ​454,272 ​8,502 ​5,104,327 

Chief Executive Officer

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

Jason Rickard

  2020  473,314  —  1,479,191  —  258,338  11,040  2,221,883 

Chief Operating Officer and

  2019  —  —  —  —  —  —  — 

Senior Vice President

  2018  —  —  —  —  —  —  — 

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

 ​2020 ​464,681 ​100,000(5)​1,121,001(6)​— ​194,558 ​11,040 ​1,891,310 

Chief Medical Officer, Senior

 ​2019 ​— ​— ​— ​— ​— ​— ​— 

Vice President and Head of

 ​2018 ​— ​— ​— ​— ​— ​— ​— 

Drug Development Development

 ​  ​  ​  ​  ​  ​  ​  ​  
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
*
Mr. Mallon resigned fromEmany joined the company effective on March 12, 2021. In connection therewith, Mr. McCourt became the company's interim chiefin August 2021 and December 2021, respectively, and were therefore not named executive officerofficers in addition to his role as the company's president.

2020.
​
(1)

Salaries reported for 2022, 2021 and 2020 reflect amounts actually paid in 2022, 2021 and 2020, respectively (as opposed to annual base salary rates). Fiscal year 2020 included one more pay date than fiscal years 20192022 and 2018.

2021.
​
(2)
For 2020, reflects
Reflects the fair value of time-based RSU, PSU and PSUstock 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 2020,2022, see Note 1412 to our consolidated financial statements for the year ended December 31, 20202022 included in our Annual Report on Form 10-K that we filed with the SEC on February 17, 2021.16, 2023. All values reported exclude the effects of potential forfeitures. Unless otherwise noted, amounts reported reflect the grant date fair value of RSUs and PSUs awarded in February 2020 in connection with annual equity awards. With respect to the rTSR PSUs granted to the named executive officers in 2020,2022, 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 the PSUs granted in 20202022 is as follows: $5,586,210 for Mr. Mallon, $1,726,622 for Ms. Consylman, $2,539,182$7,286,855 for Mr. McCourt, $1,523,504$1,987,321 for Mr. Minardo, $2,649,752 for Mr. Rickard, and $1,145,974$2,384,768 for Dr. Shetzline.

​
(3)

Consists of payments made under our annual cash bonus program for performance in the relevant year. For a description of bonuses paid in 20212023 for performance in 2020,2022, see the disclosure included elsewhere in this proxy statement under the caption Annual Cash BonusIncentive Program for 2022 Performance.

​
(4)

For each executive officer, for 2020, $6,000 of such amount consists of matching contributions made under our 401(k) plan, and the remainder isas well as an amount attributable to a transportation stipendremote work and a fitness stipend.

stipends. The 401(k) matching contributions for each named executive officer are as follows: $13,725 for Mr. McCourt, $11,813 for Mr. Emany, $13,725 for Mr. Minardo, $13,725 for Mr. Rickard, and $13,725 for Dr. Shetzline. Amounts for Messrs. McCourt and Rickard also include $2,593 and $3,632, respectively, for the incremental cost of gifts, spousal travel and attendance at certain Ironwood-sponsored events and meetings where the executives’ attendance was requested by the Company, as well as the value of gifts received; these amounts are inclusive of tax gross-ups of $1,150 and $1,610 paid to Messrs. McCourt and Rickard, respectively.
​
(5)

Reflects paymentthe portion of the second installmentcash retention bonus paid in 2022, pursuant to a cash retention program approved in March 2021, as described in our 2022 proxy statement, whereby 50% of Dr. Shetzline's sign-onthe cash retention bonus which was paid in early 2020September 2021 and 50% of the cash retention bonus was paid in accordance with the terms of his employment offer.

June 2022, in each case, subject to continued employment.
​
(6)

Includes the aggregate grant date fair value of (a) 28,135248,869 RSUs and 28,135248,868 PSUs awarded to Mr. McCourt in March 2022, in connection with annual equity awards.
​

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(7)
Mr. Emany was not eligible to receive an annual equity award 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.
​
(8)
Includes the aggregate grant date fair value of 67,873 RSUs and 67,873 PSUs awarded to Mr. Minardo in March 2022, in connection with annual equity awards.
​
(9)
Includes the aggregate grant date fair value of 90,498 RSUs and 90,497 PSUs awarded to Mr. Rickard in March 2022, in connection with annual equity awards.
​
(10)
Includes the aggregate grant date fair value of 81,448 RSUs and 81,447 PSUs awarded to Dr. Shetzline in February 2020March 2022, in connection with annual equity awards and (b) 20,740 RSUs and 20,740 PSUs awarded to Dr. Shetzline in April 2020 as a recognition award in connection with his designation as an executive officer of the company.awards.
​

2021


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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, 2020.2022. 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 caption Annual Cash BonusIncentive Program for 2022 Performance.

We granted annual RSUs and PSUs to our named executive officers in February 2020. We also grantedMessrs. McCourt, Minardo, Rickard and Dr. Shetzline additional RSUs and PSUs in April 2020 in connection with his designationMarch 2022. Mr. Emany was not eligible to receive an annual equity award as an executive officerpart of the company.

company’s 2021 performance review cycle due to the substantial completion of fiscal year 2021 when he joined Ironwood in December 2021.

All RSUs and PSUs granted in 20202022 represented the right to receive shares of our Class A common stock upon the vesting of such awards. The vesting schedule of each such award included in the following table is described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table.

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​Name​​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)		​
​Threshold​​Target​​Maximum​
​Thomas McCourt​​​​3/8/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​248,869​​​​$2,829,641​​
​​​3/8/2022​​​​​—​​​​​124,434​​​​​248,868​​​​​497,736​​​​​—​​​​$3,643,428​​
​​​—​​​​​604,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Sravan Emany​​​​—​​​​​250,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​John Minardo​​​​3/2/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​67,873​​​​$740,494​​
​​​3/2/2022​​​​​—​​​​​33,937​​​​​67,873​​​​​135,746​​​​​—​​​​$993,661​​
​​​​​​​​​222,300​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Jason Rickard​​​​3/2/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​90,498​​​​$987,333​​
​​​3/2/2022​​​​​—​​​​​45,249​​​​​90,497​​​​​180,994​​​​​—​​​​$1,324,876​​
​​​​​​​​​—​​​​​—​​​​​260,000​​​​​—​​​​​—​​​​​—​​
​Michael Shetzline​​​​3/2/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​81,448​​​​$888,598​​
​​​3/2/2022​​​​​—​​​​​40,724​​​​​81,447​​​​​162,894​​​​​—​​​​$1,192,384​​
​​​—​​​​​230,868​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

     Compensation
and HR
Committee
Approval Date
(if different than		  Estimated
Future Payouts
Under Non-
Equity Incentive
Plan Awards(2)		  Estimated Future Payouts Under
Equity Incentive Plan Awards(3)(#)		  All Other
Stock Awards:
Number of
Shares of
Stock or		  Grant
Date Fair
Value of Stock
 
​​​​​​​​​​​​ ​ ​​ ​​​ ​ ​​​​​​​

Name

  Grant Date  Grant Date)  Target ($)  Threshold  Target  Maximum  Units (#)(4)  Awards ($)(5)
 
​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​

Mark Mallon

 ​2/27/2020 ​2/20/2020 ​— ​— ​— ​— ​221,061 ​2,630,626 

​

 ​2/27/2020 ​2/20/2020 ​— ​66,318 ​221,061 ​442,122 ​— ​2,793,105 

​

 ​— ​— ​579,375 ​— ​— ​— ​— ​— 

Gina Consylman

  2/27/2020  2/20/2020  —  —  —  —  68,327  813,091 

  2/27/2020  2/20/2020  —  20,498  68,328  136,656  —  863,311 

  —  —  247,200  —  —  —  —  — 

Thomas McCourt

 ​2/27/2020 ​2/20/2020 ​— ​— ​— ​— ​100,482 ​1,195,736 

​

 ​2/27/2020 ​2/20/2020 ​— ​30,145 ​100,482 ​200,964 ​— ​1,269,591 

​

 ​— ​— ​333,840 ​— ​— ​— ​— ​— 

Jason Rickard

  2/27/2020  —(1) —  —  —  —  60,289  717,439 

  2/27/2020  —(1) —  18,087  60,289  120,578  —  761,752 

  —  —  228,375  —  —  —  —  — 

Michael Shetzline,

 ​2/27/2020 ​—(1)​— ​— ​— ​— ​28,135 ​334,807 

    M.D., Ph.D.

 ​2/27/2020 ​—(1)​— ​8,441 ​28,135 ​56,270 ​— ​355,487 

​

 ​4/24/2020(6)​4/18/2020 ​— ​— ​— ​— ​20,740 ​213,207 

​

 ​4/24/2020(6)​4/18/2020 ​— ​6,222 ​20,740 ​41,480 ​— ​217,500 

​

 ​— ​— ​179,220 ​— ​— ​— ​— ​— 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
(1)
(1)
February 2020 equity awards for Mr. Rickard and Dr. Shetzline were granted on the date specified in the preceding column and were subsequently ratified by the compensation and HR committee following the appointment of each individual as an executive officer of the company.

(2)
Consists of the target cash bonus paymentamount for 20202022 performance under our cash bonus program. As described in more detail elsewhere in this proxy statement under the caption Annual Cash BonusIncentive Program for 2022 Performance, in 2020, Mr. Mallon had an individual bonus target of 75% of his base salary,2022, Mr. McCourt had an individual bonus target percentage of 60%75% of his base salary, Ms. ConsylmanMessrs. Emany and Mr. Rickard each had an individual bonus target percentage of 50% of their respective base salaries, and Mr. Minardo and Dr. Shetzline had an individual bonus target percentage of 40%45% of histheir base salary. Seventy percent (70%)salaries. 70% of bonuses awarded for performance in 20202022 were tied solely to the achievement of our corporate goals for 2020,2022, and 30% of bonuses awarded were tied to the achievement of corporate and individual performance goals. In determining Mr. Mallon'sMcCourt’s cash bonus for 2020,2022, the board equated Mr. Mallon'sMcCourt’s individual performance with that of the company'scompany’s performance. Actual bonus payments for 20202022 performance are set forth in the Summary Compensation Table elsewhere in this proxy statement.

(3)
​
(2)
Awards listed in the "Estimated“Estimated Future Payouts Under Equity Incentive Plan Awards"Awards” column are PSUs, and represent threshold, target and maximum potential future payouts under the rTSR PSUs granted to each of our named executive officers in 2020.2022. The PSUs are eligible to vest based
​

52    Ironwood

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    on the achievement of certainan rTSR performance goalsgoal over a two or three-year performance period, as described elsewhere in this proxy statement under the caption 2020 Annual2022 Long-Term Equity Awards.

(4)
in the Compensation Discussion and Analysis above.
​
(3)
Stock awards listed in the "All“All Other Stock Awards: Number of Shares of Stock or Units (#)"” column are RSUs.

(5)
​
(4)
Reflects the fair value of RSU and PSU awards on the date of grant calculated in accordance with ASC 718, excluding the effects of potential 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 RSU and PSU awards granted to our named executive officers in 2020,2022, see footnote 12 to the Summary Compensation Table elsewhere in this proxy statement.

(6)
Awarded to Dr. Shetzline in April 2020 as a recognition award in connection with his designation as an executive officer of the company.
​

2021  Proxy Statement    53

​

Table of Contents

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54   Ironwood
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Outstanding Equity Awards at Fiscal Year-End

As described in our proxy statement relating to our 2020 annual meeting of stockholders, filed with the SEC on April 21, 2020,2021 Proxy Statement, portions of certain Ironwood equity awards were converted into Cyclerion equity awards in connection with our separation from Cyclerion Therapeutics, Inc., or Cyclerion, in April 2019, or 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, 2020,2022, the last day of our last fiscal year. Information presented has been adjusted, as necessary, to reflect the impact of the Separation.

The Cyclerion equity awards were granted to Messrs. McCourt and Rickard in connection with the Separation. None of our other named executive officers hold any Cyclerion equity awards.

Ironwood Equity Awards at Fiscal Year-End

[MISSING IMAGE: bc_line-4c.jpg]
​​​​Option Awards​​Stock 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 ($)(1)		​
​Thomas McCourt​​​​110,962​​​​​—​​​​​—​​​​​11.65​​​​​2/1/2023(2)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​80,504​​​​​—​​​​​—​​​​​12.56​​​​​3/3/2024(3)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​97,500​​​​​—​​​​​—​​​​​13.91​​​​​3/16/2025(3)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​179,056​​​​​—​​​​​—​​​​​9.12​​​​​3/1/2026(3)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​166,018​​​​​—​​​​​—​​​​​14.93​​​​​2/27/2027(3)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​142,404​​​​​—​​​​​—​​​​​12.95​​​​​2/21/2028(3)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​376,906​​​​​8,076​​​​​—​​​​​11.49​​​​​1/29/2029(3)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​40,943​​​​​4,761​​​​​—​​​​​11.78​​​​​5/1/2029(3)​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​48,319(4)​​​​​598,672​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​33,494(5)​​​​​414,991​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​442,322(6)​​​​​5,480,370​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​30,145(7)​​​​​373,497​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​499,234(8)​​​​​6,185,509​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​497,736(9)​​​​​6,166,949​​
​Sravan Emany​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​63,750(6)​​​​​789,863​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​170,000(8)​​​​​2,106,300​​
​John Minardo​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​127,792(6)​​​​​1,583,343​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​159,962(8)​​​​​1,981,929​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​135,746(9)​​​​​1,681,893​​
​Jason Rickard​​​​7,754​​​​​—​​​​​—​​​​​11.76​​​​​6/10/2023(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​10,309​​​​​—​​​​​—​​​​​9.66​​​​​12/16/2023(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​40,834​​​​​—​​​​​—​​​​​12.02​​​​​11/3/2024(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​15,550​​​​​—​​​​​—​​​​​13.91​​​​​3/16/2025(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​6,046​​​​​—​​​​​—​​​​​9.79​​​​​9/1/2025(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​17,956​​​​​—​​​​​—​​​​​9.12​​​​​3/1/2026(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​81,390​​​​​1,743​​​​​—​​​​​11.49​​​​​1/29/2029(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​12,282​​​​​1,429​​​​​—​​​​​11.78​​​​​5/1/2029(3)​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​28,186(4)​​​​​349,225​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​20,097(5)​​​​​249,002​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​166,387(6)​​​​​2,061,535​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​18,087(7)​​​​​224,098​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​169,082(8)​​​​​2,094,926​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​180,994(9)​​​​​2,242,516​​

2023 Proxy Statement   55
TABLE OF CONTENTS
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​ ​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​ ​ ​​ ​ ​​ ​​

 Option Awards   Stock Awards   

Name

 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Number of
Securities
Underlying
Unexercised
Unearned
Options (#)		 Option
Exercise
Price ($)		 Option
Expiration
Date		 Number
of Shares or
Units of Stock
That Have Not
Vested (#)		 Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)(1)		 Equity Incentive
Plan Awards:
Number of
Unearned
Share, Units
or Other Rights
That Have Not
Vested (#)		 Equity Incentive
Plan Awards:
Market Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)(1)
 
​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​

Mark Mallon

 ​92,349 ​100,380 ​— ​10.97 ​1/9/2029(2)​— ​— ​— ​— 

​

 ​202,711 ​200,338 ​— ​14.02 ​4/1/2029(2)​— ​— ​— ​— 

​

 ​— ​— ​— ​— ​— ​221,061(8)​2,517,885 ​— ​— 

​

 ​— ​— ​— ​— ​— ​233,556(9)​2,660,203 ​​ ​​ 

​

 ​— ​— ​— ​— ​— ​— ​— ​198,954(10)​2,266,086 

Gina Consylman

 43,563 — — 13.78 7/1/2024(2)         

 8,500 — — 13.91 3/16/2025(3)         

 5,077 — — 10.20 9/16/2025(3)         

 30,695 — — 9.12 3/1/2026(3)         

 12,374 3,862 — 13.60 1/2/2028(3)         

 46,840 18,259 — 12.95 2/21/2028(3)         

 76,947 84,857 — 11.49 1/29/2029(3)         

 — — — — — 41,150(7) 468,699 — — 

 — — — — — 68,327(8) 778,245 — — 

 — — — — — 87,429(9) 995,816 — — 

 — — — — — — — 61,494(10) 700,417 

Thomas McCourt

 ​95,971 ​— ​— ​13.11 ​2/1/2022(4)​​ ​​ ​​ ​​ 

​

 ​110,962 ​— ​— ​11.65 ​2/1/2023(4)​​ ​​ ​​ ​​ ​​Option Awards​​Stock Awards​

​

 ​80,504 ​— ​— ​12.56 ​3/3/2024(3)​​ ​​ ​​ ​​ 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 ($)(1)		​

​

 ​97,500 ​— ​— ​13.91 ​3/16/2025(3)​​ ​​ ​​ ​​ Michael Shetzline​​​​90,766​​​​1,932​​​​—​​​​13.19​​​​3/1/2029(10)​​​​—​​​​—​​​​—​​​​—​​

​

 ​179,056 ​— ​— ​9.12 ​3/1/2026(3)​​ ​​ ​​ ​​ ​​​—​​​​—​​​​—​​​​—​​​​—​​​​19,327(4)​​​​239,462​​​​—​​​​—​​

​

 ​162,331 ​3,687 ​— ​14.93 ​2/27/2027(3)​​ ​​ ​​ ​​ ​​​—​​​​—​​​​—​​​​—​​​​—​​​​16,292(5)​​​​201,858​​​​—​​​​—​​

​

 ​102,463 ​39,941 ​— ​12.95 ​2/21/2028(3)​​ ​​ ​​ ​​ ​​​—​​​​—​​​​—​​​​—​​​​—​​​​128,999(6)​​​​1,598,298​​​​—​​​​—​​

​

 ​183,082 ​201,900 ​— ​11.49 ​1/29/2029(3)​​ ​​ ​​ ​​ ​​​—​​​​—​​​​—​​​​—​​​​—​​​​14,663(7)​​​​181,675​​​​—​​​​—​​

​

 ​18,091 ​27,613 ​— ​11.78 ​5/1/2029(3)​​ ​​ ​​ ​​ ​​​—​​​​—​​​​—​​​​—​​​​—​​​​—​​​​—​​​​115,942(8)​​​​1,436,521​​

​

 ​— ​— ​— ​— ​— ​115,220(7)​1,312,356 ​— ​— ​​​—​​​​—​​​​—​​​​—​​​​—​​​​—​​​​—​​​​162,894(9)​​​​2,018,257​​

​

 ​— ​— ​— ​— ​— ​100,482(8)​1,144,490 ​— ​— 

​

 ​— ​— ​— ​— ​— ​36,800(9)​419,152 ​— ​— 

​

 ​— ​— ​— ​— ​— ​— ​— ​90,435(10)​1,030,055 

Jason Rickard

 18,041 — — 11.65 2/1/2023(3)         

 7,754 — — 11.76 6/10/2023(3)         

 10,309 — — 9.66 12/16/2023(3)         

 40,834 — — 12.02 11/3/2024(3)         

 — — 11,236 13.11 2/1/2022(5)         

 2,000 — — 13.11 2/1/2022(6)         

 15,550 — — 13.91 3/16/2025(3)         

 6,046 — — 9.79 9/1/2025(3)         

 17,956 — — 9.12 3/1/2026(3)         

 39,535 43,598 — 11.49 1/29/2029(3)         

 5,426 8,285 — 11.78 5/1/2029(3)         

 — — — — — 41,153(7) 468,733 — — 

 — — — — — 60,289(8) 686,692 — — 

 — — — — — 60,616(9) 690,416 — — 

 — — — — — — — 54,261(10) 618,033 

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

 ​44,418 ​48,280 ​— ​13.19 ​3/1/2029(3)​​ ​​ ​​ ​​ 

​

 ​— ​— ​— ​— ​— ​43,869(7)​499,668 ​— ​— 

​

 ​— ​— ​— ​— ​— ​48,875(8)​556,686 ​— ​— 

​

 ​— ​— ​— ​— ​— ​11,586(9)​131,965 ​— ​— 

​

 ​— ​— ​— ​— ​— ​— ​— ​43,989(10)​501,035 
​ ​​ ​ ​​ ​​​ ​ ​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
​
(1)

Market value reflectsis calculated by multiplying the number of RSUs or PSUs that have not vested by the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020, the last day of our fiscal year,30, 2022, which was $11.39.
​

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GRAPHIC $12.39.
​
(2)
​
(2)
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'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)
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'sexecutive’s continued employment with the company on the applicable vesting date.

(5)
​
(3)
The option vests upon global pharmaceutical product net sales (including partnered or licensed product revenue) exceeding $1 billion,options vest as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, generally subject to the executive'sexecutive’s continued employment with the company on the applicable vesting date.

(6)
This option vested upon the acceptance by the U.S. FDA of an NDA for DUZALLO® (lesinurad).

(7)
​
(4)
RSUs vest in fullover two years as to 50% of the award on November 18, 2021,each approximate anniversary of the grant thereof, generally subject to continued employment with the company.

(8)
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.

(9)
​
(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.

(10)
​
(7)
The 2020 rTSR PSUs vestvested over a two- to three-year period based on the achievement of the performance metrics discussed elsewhere in this proxy statement under the caption 2020 Annual Equity AwardsrTSR PSUs Payout. The number of shares reported herein reflects target performance for the 2020 rTSR PSUs in accordance with SEC requirements. The payout for the 2020 rTSR PSUs, which was certified by the compensation and HR committee on January 17, 2023, was 100% of the target number of PSUs.
​
(8)
The 2021 rTSR PSUs vest over a three-year period based on the achievement of the performance metrics. The number of shares reported in this column assumes target performance for NDA Acceptance PSUs and the 20202021 rTSR PSUs and maximum performance for the Adjusted EBITDA PSUs, in each case in accordance with SEC requirements. Actual payouts for thethese 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.
​

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Table

(9)
The 2022 rTSR PSUs vest over a three-year period based on the achievement of Contents

the performance metrics discussed elsewhere in this proxy statement under the caption 2022 Annual Equity Awards. The number of shares reported in this column assumes target performance for the 2022 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 2022 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 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’s continued employment with the company on the applicable vesting date.
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Cyclerion Equity Awards at Fiscal Year-End

The Cyclerion equity awards reflected in the following table were granted to Ms. Consylman and Messrs. McCourt and Rickard 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. Neither Mr. Mallon nor Dr. Shetzline hold any Cyclerion equity awards.

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​​​​Number of Securities Underlying
Unexercised Options Exercisable		​​Option
Exercise Price ($)		​​Option
Expiration Date		​
​Thomas McCourt​​​​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​​
​Jason Rickard​​​​857​​​​​14.40​​​​​2/1/2023​​
​​​543​​​​​14.55​​​​​6/10/2023​​
​​​750​​​​​11.95​​​​​12/16/2023​​
​​​3,324​​​​​14.87​​​​​11/3/2024​​
​​​1,555​​​​​17.20​​​​​3/16/2025​​
​​​562​​​​​12.11​​​​​9/1/2025​​
​​​1,425​​​​​11.28​​​​​3/1/2026​​
​​​465​​​​​14.21​​​​​1/29/2029​​

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

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 

Thomas McCourt

  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 

Jason Rickard

 ​200 ​16.21 ​2/1/2022 

​

 ​857 ​14.40 ​2/1/2023 

​

 ​543 ​14.55 ​6/10/2023 

​

 ​750 ​11.95 ​12/16/2023 

​

 ​3,324 ​14.87 ​11/3/2024 

​

 ​1,555 ​17.20 ​3/16/2025 

​

 ​562 ​12.11 ​9/1/2025 

​

 ​1,425 ​11.28 ​9/1/2026 

​

 ​465 ​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 that were held by our named executive officers during the year ended December 31, 2020.

2022.
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​​​​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)		​
​Thomas McCourt​​​​—​​​​​—​​​​​216,540​​​​$2,428,008​​
​Sravan Emany​​​​—​​​​​—​​​​​21,250​​​​$240,763​​
​John Minardo​​​​—​​​​​—​​​​​19,973​​​​$230,688​​
​Jason Rickard​​​​18,041(3)​​​​$1,744​​​​​125,525​​​​$1,400,922​​
​Michael Shetzline​​​​—​​​​​—​​​​​83,370​​​​$933,879​​
​
 
  
  
  
  
 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

 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

 ​— ​— ​77,853 ​839,334 

Gina Consylman

  —  —  45,435  535,562 

Thomas McCourt

 ​119,988(3)$284,331 ​19,232 ​220,407 

Jason Rickard

  —  —  31,074  363,220 

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

 ​— ​— ​3,863 ​46,395 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​
(1)
(1)
Computed by determining the difference between the market price of our Class A common stock on the date of exercise and the exercise price of the exercised stock option, 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 by the market price of our Class A common stock on the vesting date.

​
(3)
Includes 99,988
Represents shares of our Class A common stock that Mr. McCourtRickard acquired through an option exercise as such stock options were expiring, of which 81,089 shares were surrendered to the company in a net share settlement and 18,899 shares were retained by Mr. McCourt, thereby increasing his ownership of our Class A common stock by such amount. Also includes 20,000 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.

​
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 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 event, a "change“change of control termination"termination”). For additional information, please see the definition of "change“change of control termination,"” below. The following descriptions reflect the payments and benefits that would have been payable to each of our named executive officers as of December 31, 20202022 under their respective severance arrangements.

The benefits for our named executive officers described elsewhere in this proxy statement under the captions 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'sIronwood’s rules and policies, executes a separation agreement that includes a release of claims and complies with any post employmentpost-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'executives’ severance arrangements.

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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 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 the 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 our former chief executive officer, 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

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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 our former chief executive officer,Mr. 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 the 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 our former chief executive officer, 18 months of subsidized COBRA benefits);employer; and (vi) outplacement assistance benefits. The non-equity basednon-equity-based severance benefits described in items (i) through (vi) of this paragraph, collectively, are referred to as the "Non“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 our former chief executive officer, 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 our former chief executive officer, 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 month period (for our former chief executive officer, 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. Further, the exercisability of any outstanding vested stock options held by the named executive officer as of the termination date (including, other than for our former chief executive officerMessrs. McCourt and Dr. Shetzline,Rickard, 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 our former chief executive officer, 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 month period (for our former chief executive officer, such 36 month period), the later of (A) the expiration of the 24 month period (for our former chief executive officer, 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 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'sofficer’s involuntary termination without cause or constructive termination (collectively, a "qualifying termination"“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 Acceptance2023 Absolute TSR PSUs will generally remain outstanding and eligible to vest based upon the achievement of an NDAtheir respective 2023 Absolute TSR performance goalgoals until

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the earlier of (A) the end of the performance period or (B) the twelve (12)-month period following the date of the qualifying termination.termination, 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. The Adjusted EBITDA2021 rTSR PSUs, as described in our 2022 proxy statement filed with the SEC on April 22, 2022, or 2021 rTSR PSUs, 2022 rTSR PSUs and the 20202023 rTSR PSUs will generally remain outstanding and eligible to vest based upon the achievement of the cumulative adjusted organic EBITDA andtheir respective rTSR performance goals, respectively, until the end of the applicabletheir 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 applicablerespective performance period.

Change of Control Severance Benefits

In the event of a change of control termination, each of our 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 our chief executive officer,Mr. 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, multiplied by 1.5 (for our former chief executive officer,Mr. McCourt, multiplied by 2.0); (5) 18 months (for our former chief executive officer,Mr. McCourt, 24 months) of subsidized COBRA benefits; and (6) outplacement assistance benefits.


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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 our former chief executive officerMessrs. McCourt and Dr. Shetzline,Rickard, 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 our former chief executive officer, 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

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PSUs and Adjusted EBITDA2023 Absolute TSR PSUs will become earned at the applicable target level (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 ofbased on the change of control no additional portion of such NDA Acceptancestock price. The 2021 rTSR PSUs, will become earned as a result of the change of control. The 20202022 rTSR PSUs and 2023 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 20202021 rTSR PSUs, 2022 rTSR PSUs or the 2023 rTSR PSUs, as applicable, being earned above target, the 20202021 rTSR PSUs, 2022 rTSR PSUs or the 2023 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.

Any PSUs that become earned in connection with a change of control as described above shall vest in equal installments on a quarterly basis over the remaining portion of the applicable performance period, generally subject to a named executive officer'sofficer’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 will 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 named executive officer as of the time of the change of control would become earned as described in the preceding paragraph but, in the case of the Adjusted EBITDA2021 rTSR PSUs, 2022 rTSR PSUs, 2023 rTSR PSUs and the 2020 rTSR2023 Absolute PSUs remain subject to proration based on the 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 form of stock option and RSU agreements for awards issued under our 2019 Plan include similar provision for the acceleration of unvested time-based awards upon the death of an award holder, including our named executive officers.

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In addition, the post-termination exercise window of all vested stock options held by a participant that were granted under our Amended and Restated 2010 Employee, Director and Consultant Equity Incentive 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.

With respect to PSUs, in the event of a termination of the named executive officer'sofficer’s employment as a result of his or her death or permanent disability, the awards, to the extent then outstanding, will not terminate and will remain eligible to vest based on the attainment of the applicable performance goals. Specifically, 2023 Absolute TSR PSUs will generally remain outstanding and eligible to vest based upon the NDA Acceptanceachievement of their respective 2023 Absolute TSR performance goals until the earlier of (A) the end of the performance period or (B) the 12-month period following the death or permanent disability with the number of PSUs actually delivered subject to proration based on the number of days the named executive officer remained employed during the applicable 2023 Absolute TSR performance period. The 2021 rTSR PSUs, 2022 rTSR PSUs or 2023 rTSR 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 twelve (12)-month period following the death or permanent disability. The Adjusted EBITDA PSUs and 2020 rTSR PSUs will generally remain outstanding and eligible to vest based upon the achievement of applicable performance goals until the end of the applicable rTSR 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 applicable rTSR performance period.

Employee Proprietary Information, Intellectual Property and Non-competition Agreements

Agreement

The employee proprietary information, intellectual property and non-competitionnoncompetition agreement that the company entered into with our former chief executive officerMessrs. Emany and Minardo provides that as consideration for entering into the noncompetition restrictions set forth in the eventsuch agreement, each of Messrs. Emany and Minardo will be eligible to participate in our 2019 Plan. The employee proprietary information, intellectual property and noncompetition agreement that the company determined to enforce the non-competition restriction included therein and a court determinedentered into with Mr. McCourt provides that such provision was

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unenforceable for lack of consideration, the company will provide for the payment of at least 50% of the former chief executive officer's highest annualized base salary in the last two years prior to the last day of our chief executive officer's employment for the length of the non-competition period as additional consideration for entering into the noncompetition restrictions set forth in such non-competition provisions.agreement, Mr. McCourt was eligible for cash incentive awards for performance in 2021. In addition, the employee proprietary information, intellectual property and non-competition agreementsnoncompetition agreement that the company entered into with Mr. McCourt and Dr. Shetzline provideprovides for an extended exercisability period for vested, unexercised nonqualified stock options for one year from the last date of employment in the event that the company determines to enforce the non-competition restriction included in such agreement.

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2021


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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 termination 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 named executive officers would be entitled if a triggering event described below occurred on December 31, 2020.2022. The closing price of our Class A common stock as listed on the Nasdaq Global Select Market on December 31, 202030, 2022 was $11.39$12.39 per share. As a result of the elimination of Mr. Rickard’s position as described above, Mr. Mallon terminated employment on March 12, 2021 and, in connection with such termination, did not receive anyhe will be entitled to severance benefits fromin accordance with the company.

terms, and subject to the conditions, of his executive severance agreement, and as otherwise described above under the captions Severance Benefits not in Connection with a Change of Control.
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​​​​​​​Involuntary
Termination without
Cause or a Constructive
Termination(1)		​​Termination
Following a
Change of
Control		​​Death(2)​
​Thomas McCourt​​Cash Severance​​​$1,209,000​​​​$1,612,000​​​​​—​​
​Non-Equity Incentive Plan
Compensation		​​​$1,511,250​​​​$1,813,500​​​​​—​​
​Equity Acceleration(4)​​​​​​​​​​​​​​​​​​​
​Options​​​$10,173​​​​$10,173​​​​$10,173​​
​RSUs​​​$4,697,074​​​​$6,494,033​​​​$6,494,033​​
​PSUs​​​​—​​​​$12,571,786​​​​​—​​
​Other Benefits(5)​​​$74,868​​​​$79,824​​​​​—​​
​Total​​​$7,502,365​​​​$22,581,316​​​​$6,504,206​​
​Sravan Emany​​Cash Severance​​​$500,000​​​​$750,000​​​​​—​​
​Non-Equity Incentive Plan
Compensation		​​​$500,000​​​​$625,000​​​​​—​​
​Equity Acceleration(4)​​​​​​​​​​​​​​​​​​​
​Options​​​​—​​​​​—​​​​​—​​
​RSUs​​​​—​​​​$789,863​​​​$789,863​​
​PSUs​​​​—​​​​$2,106,300​​​​​—​​
​Other Benefits(5)​​​$60,000​​​​$60,000​​​​​—​​
​Total​​​$1,060,000​​​​$4,331,163​​​​$789,863​​
​John Minardo​​Cash Severance​​​$494,000​​​​$741,000​​​​​—​​
​Non-Equity Incentive Plan
Compensation		​​​$444,600​​​​$555,750​​​​​—​​
​Equity Acceleration(4)​​​​​​​​​​​​​​​​​​​
​Options​​​​—​​​​​—​​​​​—​​
​RSUs​​​​—​​​​$1,583,343​​​​$1,583,343​​
​PSUs​​​​—​​​​$3,621,770​​​​​—​​
​Other Benefits(5)​​​$69,240​​​​$73,860​​​​​—​​
​Total​​​$1,007,840​​​​$6,575,723​​​​$1,583,343​​
​Jason Rickard​​Cash Severance(3)​​​$780,000​​​​$780,000​​​​​—​​
​Non-Equity Incentive Plan
Compensation		​​​$520,000​​​​$650,000​​​​​—​​
​Equity Acceleration(4)​​​​​​​​​​​​​​​​​​​
​Options​​​$2,440​​​​$2,440​​​​$2,440​​
​RSUs​​​$2,049,479​​​​$2,659,761​​​​$2,659,761​​
​PSUs​​​​—​​​​$4,505,475​​​​​—​​
​Other Benefits(5)​​​$101,148​​​​$101,148​​​​​—​​
​Total​​​$3,453,067​​​​$8,698,824​​​​$2,662,201​​

62   Ironwood
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​ ​​ ​​ ​ ​​ ​ ​​ ​​

  Involuntary
Termination
without Cause or
a Constructive
Termination (1)		 Qualifying
Termination In
Connection with
or Following a
Change of
Control		 Death(2)
 
​​ ​​ ​ ​​ ​ ​​ ​ ​

Mark Mallon

 Cash Severance $1,158,750 $1,545,000 ​— 

​

 Non-Equity Incentive Plan Compensation $1,448,438 $1,738,125 ​— 

​

 Equity Acceleration(4) ​​ ​​ ​​ 

​

     Options $41,942 $42,160 $42,160 

​

     RSUs $4,786,089 $5,178,088 $5,178,088 

​

     PSUs ​— $2,517,885 ​— 

​

 Other Benefits(5) $99,139 $112,185 ​​ 

​

 Total $7,534,358 $11,133,442 $5,220,247 

Gina Consylman

 Cash Severance(3) $741,600 $741,600 — 

 Non-Equity Incentive Plan Compensation $494,400 $618,000 — 

 Equity Acceleration(4)       

     Options — — — 

     RSUs $1,921,482 $2,242,759 $2,242,759 

     PSUs — $778,245 — 

 Other Benefits(5) $99,139 $99,139   

 Total $3,256,621 $4,479,743 $2,242,759 

Thomas McCourt

 Cash Severance(3) $834,600 $834,600 ​— 

​

 Non-Equity Incentive Plan Compensation $667,680 $834,600 ​— 

​

 Equity Acceleration(4) ​​ ​​ ​​ 

​

     Options ​— ​— ​— 

​

     RSUs $2,568,992 $2,875,998 $2,875,998 

​

     PSUs ​— $1,144,490 ​— 

​

 Other Benefits(5) $74,144 $74,144 ​— 

​

 Total $4,145,416 $5,763,832 $2,875,998 

Jason Rickard

 Cash Severance(3) $685,125 $685,125 — 

 Non-Equity Incentive Plan Compensation $456,750 $570,938 — 

 Equity Acceleration(4)       

     Options — — — 

     RSUs $1,598,040 $1,845,841 $1,845,841 

     PSUs — $686,692 — 

 Other Benefits(5) $57,094 $57,094 — 

 Total $2,797,009 $3,845,689 $1,845,841 

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

 Cash Severance(3) $672,075 $672,075 ​— 

​

 Non-Equity Incentive Plan Compensation $358,440 $448,050 ​— ​​​​Involuntary
Termination without
Cause or a Constructive
Termination(1)		​Termination
Following a
Change of
Control		​Death(2)​

​

 Equity Acceleration(4) ​​ ​​ ​​ Michael Shetzline, M.D., Ph.D.​​Cash Severance(3)​​$769,560​​​$769,560​​​​—​​

​

     Options ​— ​— ​— ​Non-Equity Incentive Plan
Compensation		​​$461,736​​​$577,170​​​​—​​

​

     RSUs $1,020,066 $1,188,319 $1,118,319 ​Equity Acceleration(4)​​​​​​​​​​​​​​​​

​

     PSUs ​— $556,686 ​— ​Options​​​—​​​​—​​​​—​​

​

 Other Benefits(5) $53,766 $53,766 ​— ​RSUs​​$1,524,602​​​$2,039,617​​​$2,039,617​​

​

 Total $2,104,347 $2,918,896 $1,188,319 ​PSUs​​​—​​​$3,586,001​​​​—​​
​ ​​ ​​ ​ ​​ ​ ​​ ​​​Other Benefits(5)​​$60,000​​​$60,000​​​​—​​
​​Total​​$2,815,898​​​$7,032,348​​​$2,039,617​​
​
​

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​
GRAPHIC (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 20202022 have been paid to the executive officer as of December 31, 2020,2022, and that all 20192021 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 in connection with his or her death. The value is calculated by multiplying the amount (if any) by which $11.39,$12.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020,30, 2022, 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'sofficer’s death by $11.39,$12.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020,30, 2022, in accordance with the terms of the award agreements issued under our equity incentive plans.


With respect to PSUs, the treatment of such awards in the event of the named executive officer'sofficer’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 $11.39,$12.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020,30, 2022, 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 $11.39,$12.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020,30, 2022, 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 termination is calculated by multiplying the number of unvested and unearned PSUs that would be accelerated (if any) by $11.39,$12.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020,30, 2022, as described in further detail above under the caption Treatment of PSUs in the Event of a Change of Control.Control. In the case of a qualifying termination or death prior to a change ofin 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 do not include the NDA Acceptance PSUs, for which the performance period ended on December 31, 2022 and the achievement percentage was determined to be 0% of target. The values in this table include the 2020 rTSR PSUs, for which the performance period ended on December 31, 2022, at 100% of target as the PSUs became earned at 100% of the target, with such earned PSUs vesting amount certified by the compensation and HR committee on January 17, 2023. The values in this table assume that the 2021 rTSR PSUs and 2022 rTSR PSUs will become earned at target.

200% and 195% of target, respectively, based on their actual TSR as of December 31, 2022.
(5)

Includes outplacement assistance benefits and subsidized COBRA benefits. With respect to an 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 isthey are not eligible to participate in the group medical plan of another employer following the one yearone-year anniversary of his or hereach of their termination date.dates.
​

2021


2023 Proxy Statement   63

​

Table of Contents

​
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TABLE OF CONTENTS
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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, 2020,2022, Mr. Mallon,McCourt, and the ratio of these two amounts. For 2020,2022, 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 $222,011;$265,137; and

​
•

Mr. Mallon'sMcCourt’s annual total compensation, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $6,821,113.

$7,893,266.

​
Based on this information for 2020,2022, we estimate that the ratio of the annual total compensation of Mr. MallonMcCourt to the median annual total compensation of all employees was approximately 3130 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.

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:

•

We determined that it was appropriate to re-identify our median employee for the purposes of the pay ratio disclosure for 2020.2022. We determined that, as of December 31, 2020,2022, our employee population consisted of 305219 individuals. This population consisted of our full- and part-time employees. We utilized a December 31, 20202022 identification date as it is consistent with our CEO pay ratio reporting last year, our year-end financial reporting, and other reporting dates used in this proxy statement. The year-end identification date 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 started with the gross earnings of our employees as reflected in our payroll records for 20202022 as of the identification date, and as reportable to the Internal Revenue Service on Form W-2. We subtracted 20202022 equity earnings from stock option exercises and stock award vesting and replaced them with the grant-date fair value of equity awards granted in 2020.2022. We subtracted 20192021 annual bonuses (paid in 2020)2022) and replaced them with 20202022 annual bonus awards (paid in 2021)2023). We also added the company'scompany’s 401(k) matching contribution. For employees hired during 2020,2022, we annualized base salary and 20202022 bonus amounts, but not the value of equity granted in 20202022 as new hire awards are made on a one-time basis.

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

”

Once we identified the median employee, for purposes of the pay ratio, we calculated his or her compensation in the same manner as we do for Summary Compensation Table purposes.

64   Ironwood
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Pay Versus Performance
Under Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are presenting information that demonstrates the relationship between compensation actually paid, as computed under SEC rules, to our named executive officers and certain financial performance measures for the years ended December 31, 2022, 2021, and 2020. The compensation and HR committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. For additional information about our performance-based pay philosophy and how we align executive compensation with Ironwood’s performance, please refer to the Compensation Discussion and Analysis section included elsewhere in this proxy statement.
[MISSING IMAGE: bc_line-4c.jpg]
​Year​​Summary
Compensation
Table Total
for First PEO
[Mark Mallon]		​​Summary
Compensation
Table Total
for Second PEO
[Thomas
McCourt]		​​Compensation
Actually
Paid to
First PEO
[Mark Mallon]		​​Compensation
Actually
Paid to
Second PEO
[Thomas
McCourt]		​​Average
Summary
Compensation
Table Total
for non-PEO
NEOs		​​Average
Compensation
Actually
Paid to
non-PEO
NEOs		​​Value of Initial Fixed $100
Investment Based On:		​​Net Income
(in millions)		​​Adjusted
EBITDA
(in millions)		​
​Total
Shareholder
Return		​​Peer Group
Total
Shareholder
Return		​
​(a)​​(b)(1)​​(b)(1)​​(c)(2)​​(c)(2)​​(d)(3)​​(e)(4)​​(f)(5)​​(g)(6)​​(h)(7)​​(i)(8)​
​2022​​​​N/A​​​​$7,893,266​​​​​N/A​​​​$10,159,660​​​​$2,305,695​​​​$2,952,674​​​​$93.09​​​​$111.27​​​​$175.07​​​​$251.75​​
​2021​​​$170,576​​​​$8,810,004​​​​$(8,684,142)​​​​$9,733,970​​​​$2,917,054​​​​$2,581,189​​​​$87.60​​​​$124.89​​​​$528.45​​​​$233.74​​
​2020​​​$6,821,113​​​​​N/A​​​​$4,419,700​​​​​N/A​​​​$2,496,976​​​​$2,958,190​​​​$85.57​​​​$125.69​​​​$106.18​​​​$160.68​​
​
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Mallon, our former chief executive officer, and Mr. McCourt, our current chief executive officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Summary Compensation Table elsewhere in this proxy statement for information on Mr. McCourt’s compensation. Mr. Mallon served as our chief executive officer during 2020 and 2021. Effective March 12, 2021, Mr. Mallon resigned from his position as chief executive officer and Mr. McCourt became interim chief executive officer and subsequently permanent chief executive officer effective June 2, 2021.
​
(2)
The dollar amounts reported in column (c) represent the “compensation actually paid” to the principal executive officers, or PEOs, Messrs. Mallon and McCourt, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Mallon and McCourt, as applicable, during the applicable years, and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise of equity awards, as applicable. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Mallon’s and McCourt’s total compensation for each applicable year to determine the compensation actually paid:
​
[MISSING IMAGE: bc_line-4c.jpg]
​Year​​PEO Name​​Reported
Summary
Compensation
Table Total
for PEO		​​Reported
Value of
Equity
Awards
(a)		​​Equity Award
Adjustments
(b)		​​Compensation
Actually
Paid to PEO		​
​2022​​Thomas McCourt​​​$7,893,266​​​​$(6,473,069)​​​​$8,739,463​​​​$10,159,660​​
​2021​​Mark Mallon​​​$170,576​​​​$0​​​​$(8,854,718)​​​​$(8,684,142)​​
​2021​​Thomas McCourt​​​$8,810,004​​​​$(7,236,498)​​​​$8,160,464​​​​$9,733,970​​
​2020​​Mark Mallon​​​$6,821,113​​​​$(5,423,731)​​​​$3,022,318​​​​$4,419,700​​
​
(a)
Represents the deduction from the “Reported Summary Compensation Table purposes.

    •
    With respect toTotal for PEO” column for the annual total compensationgrant date fair value of our CEO, we used the amountequity awards reported in the "Total"“Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are
​

2023 Proxy Statement   65
TABLE OF CONTENTS
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not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity values are calculated in accordance with ASC 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
[MISSING IMAGE: bc_line-4c.jpg]
​Year​​PEO Name​​Year End
Fair Value
of Equity
Awards		​​Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards		​​Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in
the Year		​​Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year		​​Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year		​​Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation		​​Total Equity
Award
Adjustments		​
​2022​​Thomas McCourt​​​$7,807,002​​​​$1,076,844​​​​​—​​​​$(144,383)​​​​​—​​​​​—​​​​$8,739,463​​
​2021​​Mark Mallon​​​​—​​​​​—​​​​​—​​​​$(241,452)​​​​$(8,613,266)​​​​​—​​​​$(8,854,718)​​
​2021​​Thomas McCourt​​​$8,164,222​​​​$57,645​​​​​—​​​​$(61,403)​​​​​—​​​​​—​​​​$8,160,464​​
​2020​​Mark Mallon​​​$4,811,824​​​​$(1,031,283)​​​​​—​​​​$(758,223)​​​​​—​​​​​—​​​​$3,022,318​​
​
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO named executive officers, or NEOs, as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for 2020.purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Sravan Emany, John Minardo, Jason Rickard and Michael Shetzline; (ii) for 2021, Sravan Emany, John Minardo, Jason Rickard, Michael Shetzline and Gina Consylman; and (iii) for 2020, Gina Consylman, Thomas McCourt, Jason Rickard and Michael Shetzline.
​

64    Ironwood

(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
​
[MISSING IMAGE: bc_line-4c.jpg]
​Year​​Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs		​​Average
Reported Value
of Equity Awards
(a)		​​Average
Equity Award
Adjustments
(b)		​​Compensation
Actually Paid to
Non-PEO NEOs		​
​2022​​​$2,305,695​​​​$(1,531,837)​​​​$2,178,815​​​​$2,952,674​​
​2021​​​$2,917,054​​​​$(2,332,567)​​​​$1,996,702​​​​$2,581,189​​
​2020​​​$2,496,976​​​​$(452,817)​​​​$914,031​​​​$2,958,190​​
​
(a)
Represents the deduction from the “Average Reported Summary Compensation Table Total for Non-PEO NEOs” column for the average total grant date fair value of Contents

equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​

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66   Ironwood
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(b)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​

Compensation Committee Report

We have:

1.
reviewed
[MISSING IMAGE: bc_line-4c.jpg]
​Year​​Average
Year End
Fair Value
of Equity
Awards		​​Year over
Year Average
Change
in Fair Value
of Outstanding
and Unvested
Equity Awards		​​Average Fair
Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year		​​Year over
Year Average
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year		​​Average Fair
Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year		​​Average
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation		​​Total
Average
Equity
Award
Adjustments		​
​2022​​​$1,880,771​​​​$329,381​​​​​—​​​​$(31,337)​​​​​—​​​​​—​​​​$2,178,815​​
​2021​​​$2,563,358​​​​$(434)​​​​​—​​​​$(52,032)​​​​$(514,190)​​​​​—​​​​$1,996,702​​
​2020​​​$1,512,719​​​​$(402,588)​​​​​—​​​​$(196,100)​​​​​—​​​​​—​​​​$914,031​​
​
(5)
Cumulative Total Shareholder Return, or TSR, is calculated by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and discussed with management(B) the difference between Ironwood’s share price at the end and the beginning of the measurement period, by (ii) Ironwood’s share price at the beginning of the measurement period.
​
(6)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology Index, our peer group used for purposes of Item 201(e) of Regulation S-K.
​
(7)
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. Net income for the year ended December 31, 2021 included a $338 million non-cash, non-recurring income tax benefit related to the release of the valuation allowance against the majority of the Company’s deferred tax assets in the second quarter of 2021.
​
(8)
As required by Item 402(v) of Regulation S-K, we have determined that Adjusted EBITDA is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to company performance for the most recently completed year. Adjusted EBITDA, which is a non-GAAP measure, is calculated by subtracting mark-to-market adjustments on derivatives related to the Company’s 2022 convertible senior notes, restructuring expenses, net interest expense, income taxes, depreciation and amortization from GAAP net income.
​
Comparative Analysis of the Pay versus Performance Table
As described in more detail in the Compensation Discussion and Analysis found herein; section included elsewhere in this proxy statement, our compensation program is designed to provide compensation and

2.
based on incentives that align employee actions and motivations with the reviewinterests of our stockholders; attract, retain, motivate, and discussions referredreward outstanding talent across the Company through well-communicated programs that are aligned with our vision and mission, and support a positive company culture. We consider several performance measures to ensure executives are incentivized to accomplish these objectives, many of which are not presented in paragraph (1) above,the pay versus performance table. In accordance with Item 402(v) of Regulation S-K, we recommendedare providing the following descriptions of the relationships between information presented in the Pay versus Performance Table above.

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Comparison of Ironwood Cumulative TSR to Peer Group Cumulative TSR
The graph below shows our cumulative TSR over the three-year period ending with December 31, 2022, as compared to the boardNasdaq Biotechnology Index, which reflects the Company’s industry sector and is also the peer group used in our Annual Report on Form 10-K.
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Comparison of  directors that“Compensation Actually Paid” to Cumulative TSR
The “compensation actually paid” in the graph below reflects Mr. Mallon’s CAP in 2020, Mr. McCourt’s CAP in 2022 and, for purposes of a graphical representation, a weighted average CAP for both for 2021, or Average PEO CAP. The graph below demonstrates the “compensation actually paid” amounts shown for our PEOs, Messrs. Mallon and McCourt, as applicable, is generally aligned with the Company’s cumulative TSR over the three years presented in the Pay versus Performance Table above. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to the NEOs is comprised of equity awards. As described in more detail in the Compensation Discussion and Analysis be section included elsewhere in this proxy statement, in 2022, approximately 82% of the value of total compensation awarded to our CEO and 73% of the value of total compensation awarded to the other NEOs consists of equity awards, including RSU and PSU awards.
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Comparison of  “Compensation Actually Paid” to Net Income
The graph below reflects the relationship between the Average PEO CAP and average other NEOs CAP and the Company’s net income for the years ended December 31, 2022, 2021, and 2020. Net income for the year ended

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December 31, 2021, included a $338 million non-cash, non-recurring income tax benefit related to the release of the valuation allowance against the majority of the Company’s deferred tax assets in the company'ssecond quarter of 2021.The Company does not use net income as a performance metric in its compensation program to determine our named executive officers’ compensation.
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Comparison of  “Compensation Actually Paid” to Company-Selected Measure (Adjusted EBITDA)
The graph below reflects the relationship between the Average PEO CAP and average Other NEOs CAP and the Company’s Adjusted EBITDA, which is the Company Selected Measure, for the years ended December 31, 2020, 2021 and 2022:
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Company Performance Metrics
As described in more detail in the Compensation Discussion and Analysis section included elsewhere in this proxy statement, on Schedule 14A for filing with the SEC.performance measures we use in our compensation program are weighted toward long-term equity

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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 focus further our named executive officers on the creation of long-term stockholder value. As required by Item 402(v) of Regulation S-K, we have identified the following financial performance measures as being the most important in linking actual compensation paid to executives to our performance.
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​Most Important Performance Measures​

​
Adjusted EBITDA
By the Compensation and HR Committee,​

​
LINZESS U.S. Net Sales
Andrew Dreyfus, Chair
Jon R. Duane
Marla L. Kessler​
​Revenue​
​Total Stockholder Return​
​

2021  Proxy Statement    65

​

Table of Contents

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GRAPHIC

Table of Contents

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PROPOSAL No. 2
Advisory Vote on Named
Executive Officer
Compensation
​

Proposal No. 2

​
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​​
OUR BOARD RECOMMENDS THAT YOU
APPROVE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT
​

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Proposal No. 2
​
At our 20212023 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 the Compensation 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 2020,2022, 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 units and restricted stock units. 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 20202022 annual meeting and was approved by approximately 84%97% 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.

In Proposal No. 3 below, we will again ask our shareholders to vote on the frequency of future say-on-pay proposals.

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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2021

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PROPOSAL No. 3
Advisory Vote on The Frequency of The Advisory Vote
on Named Executive Officer Compensation
​
​
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​​
OUR BOARD RECOMMENDS THAT YOU
VOTE ONE YEAR FOR THE FREQUENCY OF
THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
​
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Proposal No. 3
​
As previously mentioned in Proposal No. 2, we are providing our stockholders with a separate advisory (non-binding) vote for the purpose of expressing their preference for the frequency of future say-on-pay votes. Stockholders may indicate whether they would prefer an advisory vote on executive compensation once every one, two or three-years. We are required, under Section 14A of the Exchange Act, to solicit stockholder votes on the frequency of future say-on-pay proposals at least once every six years, although we may seek stockholder input more frequently.
Our board recommends an annual advisory say-on-pay vote, primarily because it will 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 in order to further align our compensation programs with our stockholders’ interests, and so that timely stockholder feedback may be taken into consideration as part of the compensation review process. In making a recommendation for an annual advisory say-on-pay vote, our board considered how an advisory vote at this frequency might over-emphasize short-term variations in compensation and business results, particularly in our industry, where a long-term focus for our executive compensation program is required because it can take over a decade to bring a drug to the market. Overall, however, our board has determined that the advantages of receiving regular, timely and direct input from our stockholders on our executive compensation philosophy, policies and practices outweigh this concern at this time.
For many years, our senior management has consulted with our major stockholders with respect to our compensation program and philosophy. We plan to continue to engage major stockholders on the topic of compensation, and believe that the data we obtain during this dialogue will be a meaningful consideration for our compensation and HR committee during its ongoing review of our compensation program.
Vote Required
The advisory proposal on the frequency of say-on-pay votes provides a choice among three frequency periods for future advisory say-on-pay votes. The frequency period that receives the most votes (every one, two or three-years) will be deemed to be the recommendation of the stockholders. However, because this vote is advisory and not binding, our board may decide that it is in the best interests of our stockholders and Ironwood to hold an advisory vote on executive compensation more or less frequently than the option selected by a plurality of our stockholders. Broker nominees do not have discretion to vote on this proposal without your instruction; if you do not instruct your nominee how to vote on this proposal, your nominee will deliver a non-vote. Any shares that are not voted, whether by abstentions, broker non-votes or otherwise, will not affect the outcome of this proposal.

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PROPOSAL No. 4
Amendment to
Ironwood’s
2019 Equity
Incentive Plan
​
​
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​​
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE 2019 PLAN
​
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Proposal No. 4
​
We are asking stockholders to approve an amendment and restatement of our 2019 Equity Incentive Plan, or the 2019 Plan. Our board of directors, upon the recommendation of the compensation and HR committee, approved an amendment to the 2019 Plan, subject to stockholder approval, to, among other things, increase the number of shares of Class A common stock authorized for issuance under the 2019 Plan by 6,000,000 shares. We refer to the 2019 Plan, as so amended, as the “Amended 2019 Plan” throughout this proxy statement.
The material terms of the Amended 2019 Plan are described below. The key difference between the terms of the 2019 Plan and the Amended 2019 Plan are:
•
Increasing the authorized share number. The Amended 2019 Plan provides that an additional 6,000,000 shares may be issued pursuant to equity awards granted under the Amended 2019 Plan. Under the 2019 Plan, 10,000,000 shares are currently authorized for issuance.
​
•
Adding a non-liberal share recycling provision. Shares underlying awards issued under the Amended 2019 Plan or under prior plans that are settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by the company without the issuance of stock will be recycled into the share pool. However, shares underlying awards issued under the Amended 2019 Plan will not be recycled back into the share pool if they are withheld in satisfaction of tax withholding obligations or the exercise or purchase price of the award.
​
Our Board of Directors believes that the Amended 2019 Plan is an integral part of our long-term compensation philosophy and the Amended 2019 Plan is necessary to continue providing the appropriate levels and types of equity compensation for our employees.
Reasons for Seeking Stockholder Approval
Our board of directors believes that our company’s success and long-term progress are dependent upon attracting and incentivizing qualified individuals who can serve as directors, officers, employees, consultants, and advisers, and aligning the interests of such individuals with those of our stockholders. Upon the recommendation of our compensation and HR committee, our board of directors approved the Amended 2019 Plan because the board believes that this plan gives us the flexibility to continue to use various forms of incentive awards, including stock options and restricted stock units, as part of our company’s overall compensation programs.
With input from Aon, our board of directors determined the number of shares that should be available under the Amended 2019 Plan so that we may continue to grant equity awards in line with our historical practices for approximately two to three more years.
When increasing the total size of the share pool under the Amended 2019 Plan to 16,000,000 shares, our board of directors considered the historical amounts of equity awards granted by the company, including our three-year average historical burn rate of 1.79% per year and the total number of shares of our Class A common stock underlying equity awards outstanding as of December 31, 2022, as further shown in the chart below, to ensure that we have the ability to maximize stockholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees.
Based on an analysis by Aon of the remaining shares available under the 2019 Plan (which was 5,263,974 as of April 21, 2023), the number of shares of our Class A common stock underlying equity awards outstanding under the 2019 Plan, our historic and projected burn rate, current and proposed plan features, including the inclusion of a non-liberal share recycle provision and the equity plan guidelines established by proxy advisory firms, our board of directors approved the Amended 2019 Plan and the share pool authorized under it to ensure that we continue to have the ability to provide competitive levels of equity compensation.
If the Amended 2019 Plan is not approved by our stockholders, the current 2019 Plan will stay in effect, with the current share pool of 10,000,000 shares and we may no longer be able to grant equity awards to our employees and other service providers beginning in 2024, assuming we maintain our current burn rate. We believe that the inability to

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grant equity awards would materially harm our ability to attract and retain key talent. We also believe that the terms of the Amended 2019 Plan, including its increased share pool, are reasonable, appropriate, and in the best interests of our stockholders.
Existing Equity Plan Information
The table below sets forth information with regard to securities authorized for issuance under our compensation plans as of March 31, 2023. As of March 31, 2023, we had three active equity compensation plans, each of which was approved by our stockholders:
•
Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan;
​
•
2019 Plan; and
​
•
Amended and Restated 2010 Employee Stock Purchase Plan, or the A&R 2010 ESPP.
​
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​Plan category​​Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights(1)		​​Weighted-average
exercise price of
outstanding options,
warrants and rights(2)		​​Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))(3)		​
​​​​(a)​​(b)​​(c)​
​Equity compensation plans approved by security holders​​​​13,043,417​​​​$12.34​​​​​9,686,661​​
​Equity compensation plans not approved by security
holders		​​​​—​​​​​—​​​​​—​​
​Total​​​​13,043,417​​​​$12.34​​​​​9,686,661​​
​
(1)
Amount includes shares subject to issuance upon exercise of outstanding options to purchase 6,270,335 shares and vesting of 6,773,082 RSUs.
​
(2)
Amount includes all outstanding stock options, whose weighted-average term is 3.27 years, but does not include RSUs, which do not have an exercise price.
​
(3)
Amount includes 4,424,472 shares available for future issuance under the A&R 2010 ESPP.
​
Summary of the Amended 2019 Plan
The following is a brief summary of the material features of the Amended 2019 Plan. A copy of the Amended 2019 Plan is attached as Appendix A to this proxy statement, and we urge stockholders to read it in its entirety. The following summary is qualified in its entirety by reference to the full text of the Amended 2019 Plan.
Purpose. The purpose of the Amended 2019 Plan is to advance the interests of the company by providing for the grant to participants of stock, stock-based and other incentive awards, all as more fully described below.
Administration. The Amended 2019 Plan is administered by our compensation and HR committee, which has the discretionary authority to, among other things, interpret the Amended 2019 Plan, determine eligibility for and grant awards, determine, modify or waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and procedures relating to the Amended 2019 Plan and awards and otherwise do all things necessary or desirable to carry out the purposes of the Amended 2019 Plan. Determinations of the compensation and HR committee under the Amended 2019 Plan will be conclusive and bind all persons. The compensation and HR committee may delegate certain of its powers under the Amended 2019 Plan to, among others, one or more of its members or members of our board of directors or to one or more officers of the company, to the extent permitted by Section 152 or 157(c) of the Delaware General Corporation Law. As used herein, the term compensation and HR committee refers to our compensation and HR committee or its authorized delegates, as applicable.
Eligibility. Employees, directors of and consultants and advisors to the company and its subsidiaries are eligible to participate in the Amended 2019 Plan. Eligibility for stock options intended to be incentive stock options, or ISOs, is

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the company or certain affiliates. As of April 21, 2023, we estimate that approximately 209 employees and 8 non-employee directors would be eligible to participate in the Amended 2019 Plan.
Authorized Shares. Subject to adjustment as described below, the maximum number of shares of our Class A common stock that may be delivered in satisfaction of awards under the Amended 2019 Plan will be 16,000,000 shares, plus any shares that are subject to awards under the company’s Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan or the 2019 Plan that are forfeited, expired or are cancelled without the delivery of shares of stock, or the Share Pool. The following rules apply in respect of the Share Pool:
•
All shares underlying a stock appreciation right, any portion of which is settled in shares of our Class A common stock, will reduce the Share Pool.
​
•
All shares withheld in payment of the exercise price or purchase price of an award or in satisfaction of tax withholding obligations will reduce the Share Pool.
​
•
Shares underlying awards that are settled in cash will not reduce the Share Pool.
​
•
Shares underlying award issued under the Amended 2019 Plan that expire, become unexercisable, or terminate or that are forfeited to or repurchased by the company without the issuance of Stock will not reduce the Share Pool.
​
•
Shares delivered under awards granted in substitution for awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition, or Substitute Awards, will not reduce the Share Pool.
​
•
The Share Pool will not be increased by any shares of stock delivered under the Amended 2019 Plan that are subsequently repurchased using proceeds directly attributable to stock option exercises. Shares that may be delivered under the Amended 2019 Plan may either be (i) authorized but unissued shares of Class A common stock or (ii) previously issued shares of Class A common stock acquired by the company. The closing price of our Class A common stock as reported on the Nasdaq Global Select Market on April 21, 2023 was $10.75 per share.
​
Individual Limits. With respect to any person in any calendar year, the maximum number of shares for which stock options may be granted, the maximum number of shares subject to SARs that may be granted, and the maximum number of shares subject to awards other than stock options, SARs and awards that may be paid or settled in cash that may be granted is, 2,000,000 shares.
Director Limits. The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards under the Amended 2019 Plan and other compensation paid by the company for the director’s service to our board of directors, may not exceed $600,000.
Types of Awards. The Amended 2019 Plan provides for the grant of stock options, SARs, restricted and unrestricted stock and stock units, performance awards, and other awards that are convertible into or otherwise based on our Class A common stock. Dividend equivalents may also be provided in connection with awards under the Amended 2019 Plan. Dividend equivalents, if any, would be accrued and provided upon vesting of the underlying award and no dividend equivalents are paid currently for unvested awards.
•
Stock Options and SARs. Our compensation and HR committee may grant stock options, including ISOs, and SARs. A stock option is a right entitling the holder to acquire shares of our Class A common stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the Amended 2019 Plan may not be less than 100% of the fair market value of the shares of our Class A common stock subject to such stock option or SAR on the date of grant (or 110% in the case of certain ISOs). Each stock option and SAR will have a maximum term that does not exceed ten years from the date of grant (or five years, in the case of certain ISOs). No term of an award shall provide for automatic “reload” grants of additional awards upon the exercise of a stock option or SAR,
​
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•
Restricted and Unrestricted Stock and Stock Units. Our compensation and HR committee may grant awards of stock, stock units, restricted stock and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock is stock subject to restrictions requiring that it be redelivered or offered for sale to us if specified service- or performance-based conditions are not satisfied.
​
•
Performance Awards. Our compensation and HR committee may grant performance awards, which are awards subject to performance criteria.
​
•
Other Stock- and Cash-Based Awards. Our compensation and HR committee may grant other incentives payable in cash or in shares of our Class A common stock, subject to such terms and conditions as are determined by our compensation and HR committee.
​
•
Substitute Awards. Our compensation and HR committee may grant substitute awards, which may have terms and conditions that are inconsistent with the terms and conditions of the Amended 2019 Plan.
​
Vesting; Terms of Awards. Our compensation and HR committee determines the terms of all awards granted under the Amended 2019 Plan, including the time or times when an award vests or becomes exercisable, the terms on which awards will remain exercisable and the effect of termination of a participant’s employment or service on outstanding awards. Our compensation and HR committee may at any time accelerate the vesting or exercisability of an award.
No Repricing. Other than in connection with certain corporate transactions or changes to our capital structure, stock options and SARs granted under the Amended 2019 Plan may not be amended to reduce the exercise price or base value of the stock option or SAR, cancelled and exchanged for stock options or SARs with an exercise price or base value that is less than the exercise price or base value of the original stock option or SAR, or cancelled when the exercise price or base value of the stock option or SAR is greater than the fair market value of a share of our Class A common stock on the date of such cancellation in exchange for cash or other consideration, in each case, without stockholder approval.
Transferability of Awards. Except as our compensation and HR committee may otherwise determine, awards may not be transferred other than by will or by the laws of descent and distribution.
Performance Criteria. The Amended 2019 Plan provides for grants of performance awards subject to “performance criteria,” which may relate to any, or any combination of, the following (measured either absolutely or comparatively (including, without limitation, by reference to an index or indices or the performance of one or more companies) and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, product or product candidate, project or geographical basis or in combinations thereof), among any other criteria determined by our compensation and HR committee: achievement of research, clinical trial or other drug development objectives; achievement of regulatory objectives; achievement of manufacturing and/or supply chain or other operational objectives; sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures, licenses, collaborations and strategic alliances; spin-offs, split-ups and the like; reorganizations; recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings; or any other objectives determined by our compensation and HR committee. Performance criteria and any related targets need not be based on an increase, a positive or improved result or avoidance of loss. Our compensation and HR committee may provide that one or more of the “performance criteria” specified above will be adjusted to reflect events (including, but not limited to, the impact of charges for restructurings, discontinued operations, mergers, acquisitions, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the applicable performance period that affect the applicable performance criterion or criteria.

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Effect of Certain Transactions. In the event of a consolidation, merger or similar transaction in which the company is not the surviving corporation, the sale of all or substantially all of the company’s assets or Class A common stock, or a dissolution or liquidation of the company, our compensation and HR committee may, with respect to outstanding awards, provide for:
•
The assumption, continuation or substitution of some or all awards or any portion thereof by the acquirer or surviving entity;
​
•
The cash payment in respect of some or all awards or any portion thereof equal to the difference between the fair market value of the shares subject to the award and its exercise or purchase price, if any, on such terms and conditions as our compensation and HR committee determines; and/or
​
•
The acceleration of exercisability or delivery of shares in respect of some or all awards or any portion thereof.
​
In the case of shares of restricted stock, our compensation and HR committee may require that any amounts delivered, exchanged or otherwise paid in respect of those shares in connection with the transaction be placed in escrow or otherwise made subject to restrictions determined by our compensation and HR committee.
Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, our compensation and HR committee will make appropriate adjustments to the maximum number of shares that may be delivered under the Amended 2019 Plan; the individual award limits; the number and kind of securities subject to, and, if applicable, the exercise or purchase price of, outstanding awards; and any other provisions affected by such event.
Clawback. Our compensation and HR committee may provide that outstanding awards and proceeds from the disposition of awards or stock acquired under awards will be subject to forfeiture and disgorgement to the company, with interest and other related earnings, if the participant violates any restrictive covenants by which the participant is bound or any applicable company policy that provides for such forfeiture or disgorgement, or to the extent required by law or applicable stock exchange listing standards and any related company policy.
Effective Date, Amendments and Termination. Our board of directors adopted the Amended 2019 Plan on March 8, 2023, subject to approval by our stockholders. If the Amended 2019 Plan is approved by our stockholders, the Amended 2019 Plan will become effective as of the date of such approval. No awards will be granted after May 30, 2029, which is the tenth anniversary of the date the 2019 Plan (and not, for the avoidance of doubt, the Amended 2019 Plan) was adopted by our board of directors. Our compensation and HR committee may at any time amend the Amended 2019 Plan or any outstanding award and may at any time terminate the Amended 2019 Plan as to future grants. However, except as expressly provided in the Amended 2019 Plan, our compensation and HR committee may not alter the terms of an award so as to materially and adversely affect a participant’s rights without the participant’s consent (unless our compensation and HR committee expressly reserved the right to do so at the time the award was granted). Any amendments to the Amended 2019 Plan will be conditioned on stockholder approval to the extent required by law or applicable stock exchange requirements.
Certain Federal Income Tax Consequences
The following discussion summarizes certain federal income tax consequences associated with certain awards granted under the Amended 2019 Plan under the law as in effect on the date of this proxy statement. The summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the Amended 2019 Plan, nor does it cover state, local or non-U.S. taxes.
ISOs. In general, an optionee realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the optionee. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee (and a deduction to company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which company is not

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entitled to a deduction. If the optionee does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which the company is not entitled to a deduction.
NSOs. In general, in the case of an NSO, the optionee has no taxable income at the time of grant but realizes income in connection with the exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price; a corresponding deduction is available to the company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as a capital gain or loss for which the company is not entitled to a deduction.
In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NSO. ISOs are also treated as NSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.
SARs. In general, the grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any stock received. A corresponding deduction is generally available to the company.
Unrestricted Stock Awards. A participant who purchases or is awarded unrestricted stock generally has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the company.
Restricted Stock Awards. A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the company. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the company. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.
For purposes of determining capital gain or loss on a sale of shares awarded under the Amended 2019 Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.
Restricted Stock Units. In general, the grant of a restricted stock unit does not itself result in taxable income. Instead, the participant is generally taxed upon the delivery of the underlying shares (and a corresponding deduction is generally available to the company), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.
Certain Change in Control Payments. Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards may be subject to an additional 20% federal tax and may be non-deductible to the company.
New Plan Benefits
The future benefits or amounts that would be received under the Amended 2019 Plan by executive officers, non-executive directors and non-executive officer employees are discretionary and are therefore not determinable at this time.

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The following table shows the awards that were granted to our named executive officers, executive officers as a group, non-executive officers as a group and directors as a group, in each case as of March 31, 2023 under our current 2019 Plan (the predecessor to the Amended 2019 Plan):
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​Name and Principal Position​​Number of Shares​
​
Thomas McCourt
Chief Executive Officer
​​​​481,189​​
​
Sravan Emany
Senior Vice President, Chief Financial Officer
​​​​148,471​​
​
John Minardo
Senior Vice President, Chief Legal Officer and Secretary
​​​​131,004​​
​
Jason Rickard
Senior Vice President, Chief Operating Officer
​​​​87,336​​
​
Michael Shetzline
Senior Vice President, Chief Medical Officer, and Head of Research and Drug Development
​​​​139,738​​
​All executive officers as a group​​​​1,136,209​​
​All directors, who are not executive officers, as a group​​​​3,115​​
​All employees, who are not executive officers, as a group​​​​1,478,260​​
Vote Required
The 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. 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 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.

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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, 20212023 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 161,931,012155,346,103 shares of Class A common stock outstanding on March 31, 2021.2023. Shares of Class A common stock that may be acquired within 60 days following March 31, 20212023 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 "*“*."

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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)​​​​1,385,826​​​​​*​​
​Sravan Emany​​​​14,672​​​​​*​​
​John Minardo​​​​22,914​​​​​*​​
​Jason Rickard(2)​​​​417,592​​​​​*​​
​Michael Shetzline, M.D., Ph.D.(3)​​​​264,072​​​​​*​​
​Mark Currie, Ph.D.(4)​​​​1,054,283​​​​​*​​
​Alexander Denner, Ph.D.(5)​​​​16,483,423​​​​​10.5%​​
​Andrew Dreyfus​​​​151,639​​​​​*​​
​Jon Duane​​​​91,758​​​​​*​​
​Marla Kessler​​​​84,148​​​​​*​​
​Julie McHugh​​​​139,944​​​​​*​​
​Catherine Moukheibir​​​​101,027​​​​​*​​
​Jay Shepard​​​​79,894​​​​​*​​
​All executive officers and directors as a group (14 persons)(6)​​​​20,340,747​​​​​12.9%​​
​5% Security Holders​​​​​​​​​​​​​
​BlackRock, Inc.(7)​​​​25,771,192​​​​​16.8%​​
​Sarissa Capital Management LP(8)​​​​16,390,000​​​​​10.5%​​
​The Vanguard Group(9)​​​​14,732,569​​​​​9.6%​​
​Wellington Management Group LLP(10)​​​​13,340,377​​​​​8.7%​​
​State Street Corporation(11)​​​​11,179,578​​​​​7.3%​​
​LSV Asset Management(12)​​​​7,926,397​​​​​5.2%​​
​
​ ​​​ ​​

Name of Beneficial Owner

  Number of Shares
of our Class A
Common Stock		 Percentage
​ ​​ ​ ​​

Named Executive Officers and Directors

 ​   

Mark Mallon(1)

  449,356 *

Gina Consylman(2)

 ​363,076 *

Thomas McCourt(3)

  1,201,420 *

Jason Rickard(4)

 ​306,016 *

Michael Shetzline, M.D., Ph.D.(5)

  72,505 *

Mark G. Currie, Ph.D.(6)

 ​1,352,404 *

Andrew Dreyfus

  109,097 *

Jon R. Duane

 ​47,421 *

Marla L. Kessler

  47,421 *

Julie H. McHugh

 ​125,607 *

Catherine Moukheibir

  48,994 *

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

 ​68,629 *

Edward P. Owens

  218,954 *

Alexander J. Denner, Ph.D.(7)

 ​16,429,079 10.1%

Jay P. Shepard

  35,557 *

All current executive officers and directors as a group (14 persons)(8)

 ​20,426,180 12.6%
​ ​ ​ ​ ​ ​

5% Security Holders

     

Wellington Management Group LLP(9)

 ​21,653,549 13.4%

Brown Capital Management, LLC(10)

  20,150,463 12.4%

Sarissa Capital Management LP(11)

 ​16,390,000 10.1%

The Vanguard Group(12)

  15,892,347 9.8%

BlackRock, Inc.(13)

 ​13,044,650 8.1%

Westfield Capital Management Company, LP(14)

  8,488,043 5.2%
​ ​​ ​ ​​
(1)
(1)
Includes 333,547 shares of Class A common stock issuable to Mr. Mallon upon the exercise of options that are exercisable within 60 days following March 31, 2021.

(2)
Includes 249,747 shares of Class A common stock issuable to Ms. Consylman upon the exercise of options that are exercisable within 60 days following March 31, 2021.

(3)
Includes (i) 1,094,1501,096,168 shares of Class A common stock issuable to Mr. McCourt upon the exercise of options that are exercisable within 60 days following March 31, 20212023 and (ii) 5,71380,205 restricted stock units that vest on May 20, 2021.

(4)
18, 2023.
​
(2)
Includes (i) 171,600195,293 shares of Class A common stock issuable to Mr. Rickard upon the exercise of options that are exercisable within 60 days following March 31, 20212023 and (ii) 1,71429,900 restricted stock units that vest on May 20, 2021.

(5)
18, 2023.
​
(3)
Includes (i) 54,07492,698 shares of Class A common stock issuable to Dr. Shetzline upon the exercise of options that are exercisable within 60 days following March 31, 20212023 and (ii) 6,91426,240 restricted stock units that vest on May 20, 2021.
​

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GRAPHIC 18, 2023.
​
(4)
​
(6)
Includes 824,582532,498 shares of Class A common stock issuable to Dr. Currie upon the exercise of options that are exercisable within 60 days following March 31, 2021.

(7)
2023.
​
(5)
Includes (i) 39,07993,423 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 118 below for information regarding the shares of Class A common stock held by Sarissa.

(8)
​

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(6)
Includes (i) 2,394,4231,916,657 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days following March 31, 20212023 and (ii) 14,341156,345 restricted stock units that vest on May 20, 2021.

(9)
18, 2023.
​
(7)
Based upon the information provided by Wellington Management Group LLP,BlackRock, Inc., 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,BlackRock, in a Schedule 13G/A filed on February 4, 2021,January 26, 2023, reporting as of December 31, 2020.2022. According to this Schedule 13G/A, (i) WellingtonBlackrock does not have sole voting power or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 20,061,000 of these shares and shared dispositive power with respect to all of these shares, (ii) Wellington Group does not have sole voting or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 20,061,000 of these shares and shared dispositive power with respect to all of these shares, (iii) Wellington Investment does not have sole voting or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 20,061,000 of these shares and shared dispositive power with respect to all of these shares, and (iv) Wellington Management does not have sole voting or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 19,476,837 of these shares and shared dispositive power with respect to 19,509,866 of these shares. The address of the Wellington Entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(10)
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 12, 2021, reporting as of December 31, 2020. According to this Schedule 13G/A, (i) Brown Capital has sole voting power with respect 12,680,378 of these shares, sole dispositive power with respect to all of these shares, and does not have shared voting power or shared dispositive power with respect to any 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 notnor have shared voting or shared dispositive power with respect to any of these shares. The address of the Brown Capital EntitiesBlackRock is 1201 N. Calvert55 East 52nd Street, Baltimore, MD 21202.

(11)
New York, NY 10055.
​
(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 10, 2021,17, 2023, reporting as of March 10, 2021.15, 2023. 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.

(12)
​
(9)
Based upon the information provided by The Vanguard Group, or Vanguard, in a Schedule 13G/A filed on February 10, 2021,9, 2023, reporting as of December 31, 2020.30, 2022. According to this Schedule 13G/A, Vanguard does not have sole voting power with respect to any of these shares, and has sole dispositive power with respect to 15,368,03514,366,224 of these shares, shared voting power with respect to 373,334228,594 of these shares, and shared dispositive power with respect to 524,312366,345 of these shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(13)
​
(10)
Based upon the information provided by BlackRock, Inc.,Wellington Management Group LLP, or BlackRock,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 29, 2021,February 6, 2023, reporting as of December 31, 2020.2022. According to this Schedule 13G/A, Blackrock(i) Wellington does not have sole voting or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 13,147,765 of these shares and shared dispositive power with respect to all of these shares, (ii) Wellington Group does not have sole voting or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 13,147,765 of these shares and shared dispositive power with respect to all of these shares, (iii) Wellington Investment does not have sole voting or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 13,147,765 of these shares and shared dispositive power with respect to all of these shares, and (iv) Wellington Management does not have sole voting or sole dispositive power with respect to any of these shares, and has shared voting power with respect to 13,029,431 of these shares and shared dispositive power with respect to 13,029,431 of these shares. The address of the Wellington Entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
​
(11)
Based upon the information provided by State Street Corporation, or State Street, in a Schedule 13G filed on February 2, 2023, reporting as of December 31, 2022. According to this Schedule 13G, State Street does not have sole voting or sole dispositive power with respect to any of these shares, have shared voting power with respect to 10,849,469 of these shares and have shared dispositive power with respect to all of these shares. The address of State Street is State Street Financial Center, 1 Lincoln Street, Boston, MA 02111.
​
(12)
Based upon the information provided by LSV Asset Management, or LSV, in a Schedule 13G filed on February 2, 2023, reporting as of December 31, 2022. According to this Schedule 13G, LSV has sole voting power with respect to 12,844,0415,266,118 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 BlackRockLSV is 55 East 52nd Street, New York, NY 10055.

(14)
Based upon the information provided by Westfield Capital Management Company, LP, or Westfield, in a Schedule 13G filed on January 7, 2021, reporting as of December 31, 2020. According to this Schedule 13G, Westfield has sole voting power with respect to 7,660,852 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 Westfield is 1 Financial Center, Boston, MA 02111.
155 N. Wacker Drive, Suite 4600, Chicago, IL 60606.
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Certain Relationships and
Related
Person Transactions

Since January 1, 2020,2022, 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 captions Our Board of Directors—Directors — How We AreOur Board is Paid and Executive 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. Currie, our former senior vice president, chief scientific officer and president of R&D and current member of our board of directors, was president and chief scientific officer of Cyclerion in 2020 and is currently a senior advisor to Cyclerion.

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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GRAPHIC

Ironwood and Cyclerion also were each subject to two-year non-solicit and non-hire restrictions, which ended on April 1, 2021. 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 soluble guanylate cyclase, or sGC, stimulators.

Development Agreement

We entered into a development agreement with Cyclerion whereby Cyclerion provided us with certain research and development services with respect to certain products and product candidates, including without limitation MD-7246 (linaclotide delayed release) and IW-3718. Such research and development activities were governed by a joint steering committee comprised of representatives from both Cyclerion and Ironwood. We paid 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. This agreement terminated effective March 31, 2021. We incurred approximately $6.9 million under this agreement.

Transition Services Agreements

Ironwood Transition Services

Prior to the Separation, we provided Cyclerion with certain 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. This agreement terminated effective March 31, 2020. We received approximately $313,428 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; this agreement terminated effective March 31, 2020. We paid approximately $105,060 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.

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 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 at www.ironwoodpharma.com, under the heading Corporate Governance.

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PROPOSAL No. 5
Ratification of
Our Selection
of Auditors
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Proposal No. 3

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OUR BOARD RECOMMENDS THAT YOU RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR AUDITORS FOR FISCAL YEAR 2023
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Proposal No. 5
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Our audit committee has appointed Ernst & Young LLP to serve as our auditors for the fiscal year ending December 31, 2021.2023. The firm of Ernst & Young LLP, an independent registered public accounting firm, has served as Ironwood'sIronwood’s auditor since 1998 and has audited our financial statements for the years ended December 31, 2020, 2019 and 2018.1998. Detailed disclosure of the audit audit-related, tax and other fees billed for services rendered by Ernst & Young LLP in 20202022 and 20192021 are set forth below. There were no audit-related and tax fees billed for services rendered by Ernst & Young LLP in 2022 and 2021. Based on these disclosures and information in the audit committee report on page 1920 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 2021.

2023.

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 audits of our annual financial statements for the years ended December 31, 20202022 and 20192021 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 our chief financial officer chief accounting officer or controller 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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​​​​2022​​2021​
​Audit​​​$1,132,151​​​​$1,175,499​​
​All other​​​$4,615​​​​$1,990​​
​Total​​​$1,136,766​​​​$1,177,489​​
​​​ ​ ​​ ​​

  2020  2019
 
​​​ ​ ​​ ​ ​

Audit

 $1,372,342 $1,840,900 

Audit-related

 $— $— 

Tax

 $— $— 

All other

 $6,860 $1,735 

​

 $1,379,202 $1,842,635 
​ ​​ ​​​ ​ ​

Audit fees for 20202022 and 20192021 were for professional services rendered for the audits of our financial statements and internal controls over financial reporting, including accounting 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. Additionally we incurred approximately $198,000 of audit fees related to the Separation which were reimbursed by Cyclerion pursuant to the Tax Matters Agreement. Audit fees for 2020 were significantly lower than they were in 2019 due to services provided in 2019 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.

Otherstatements.

All other services in 20202022 and 20192021 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 20202022 or 2019.

2021.

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’s Guide

Our board of directors is soliciting proxies for the 20212023 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 22, 2021,27, 2023, 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 at www.ironwoodpharma.com, under the heading Financial Information—Financials — SEC Filings.

Who can vote

Only stockholders of record of our Class A common stock at the close of business on April 12, 202121, 2023 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 12, 2021,21, 2023, we had 161,935,176155,346,103 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 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​

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      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 link www.virtualshareholdermeeting.com/IRWD2021. The 16-digit control number provided on your notice of internet availability of proxy materials or proxy card is necessary to
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access the website. The meeting will begin at 9:00 a.m. Eastern Time (with log-in beginning at 8:45 a.m. Eastern Time) on Wednesday,Tuesday, June 2, 2021.

20, 2023.
•

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 link www.virtualshareholdermeeting.com/IRWD2021.IRWD2023. 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 log-in beginning at 8:45 a.m. Eastern Time) on Wednesday,Tuesday, June 2, 2021.

20, 2023.
​
•

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.

Householding of proxy materials. SEC rules concerning the delivery of proxy 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,"“householding,” benefits both you and us. It reduces the volume of duplicate information received at your

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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. Broker 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, the frequency of advisory votes on named executive officer compensation or the amendment of our 2019 Equity Incentive Plan unless it receives your specific instructions, but will 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 for these proposals, it will submit a broker non-vote on the election of directors or the advisory votes on named executive officer compensation andnon-vote. The broker nominee may, however, vote on the ratification of the selection of our independent auditors even if it does not 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.

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Proposal No. 1—1 — Election of Class I and Class II Directors:

The sevenboard 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 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.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 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

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compensation disclosed in this proxy statement, we will consider our stockholders'stockholders’ concerns and evaluate what actions may be appropriate to address those concerns. 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. 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 — Advisory (non-binding) Vote on Frequency of “Say-on-Pay” Vote:
This proposal also calls for a non-binding, advisory vote. This proposal provides a choice among three frequency periods for future advisory say-on-pay votes. The frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of our stockholders. However, because this vote is advisory and not binding on our board, we may decide that it is in the best interests of our stockholders and Ironwood to hold a say-on-pay vote more or less frequently than the option selected by a plurality of our stockholders. 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. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the outcome of this proposal.
Proposal No. 4 — Amendment to our 2019 Plan:
The 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. 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. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the outcome of this proposal.
Proposal No. 5 — Ratification of Auditors:
The 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.

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 $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 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 at www.virtualshareholdermeeting.com/IRWD2021IRWD2023. 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 stockholder meeting log in page.

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Stockholder Communications, Proposals
and Nominations for Directorships

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 Secretary, Ironwood Pharmaceuticals, Inc., 100 Summer Street, Suite 2300, Boston, Massachusetts 02110. All communications will be reviewed by our Secretary and, if requested by the stockholder, forwarded to our board of directors or an individual director, as applicable. Our Secretary 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 20222024 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 23, 202129, 2023 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 20222024 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 20222023 annual meeting of stockholders must be received by us no earlier than March 4, 202222, 2024 and no later than April 3, 2022,21, 2024, unless the date of the 20222024 annual meeting of stockholders is more than 30 days from the anniversary date of the 20212023 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 20222024 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 3, 2022,21, 2024, 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 at www.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 at www.ironwoodpharma.com.


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Appendix A
Amended and Restated 2019 Equity
Incentive Plan
IRONWOOD PHARMACEUTICALS, INC.
AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN
​
1.
DEFINED TERMS
​
Exhibit A, which is incorporated by reference, defines the terms used in the Plan and includes certain operational rules related to those terms.
2.
PURPOSE
​
The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock, Stock-based and other incentive Awards. The Plan is effective as of the Effective Date.
3.
ADMINISTRATION
​
The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; determine the form of settlement of Awards (whether in cash, shares of Stock, or other property); prescribe forms, rules and procedures relating to the Plan and Awards; and otherwise do all things necessary or desirable to carry out the purposes of the Plan. Determinations of the Administrator made under the Plan are conclusive and bind all persons.
4.
LIMITS ON AWARDS UNDER THE PLAN
​
(a)   Number of Shares. Subject to adjustment as provided in Section 7(b), the maximum number of shares of Stock that may be issued in satisfaction of Awards under the Plan is (1) 16,000,000 shares, plus (2) any shares of Stock underlying awards that are forfeited, expired or are cancelled without the delivery of shares of Stock under the Company’s Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan or the Company’s 2019 Equity Incentive Plan on and following the Effective Date (each, a “Prior Plan Award”). Up to the total number of shares of Stock set forth in the preceding sentence may be issued in satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that any, or any fixed number of, ISOs be awarded under the Plan. Further, (i) any shares of Stock withheld by the Company in payment of the exercise price or purchase price of an Award or Prior Plan Award or in satisfaction of tax withholding requirements with respect to an Award or Prior Plan Award and (ii) the full number of shares of Stock covered by any Award or Prior Plan Award that is a SAR any portion of which is settled in Stock (and not only the number of shares of Stock delivered in settlement) will not be available for grant under the Plan. Any shares of Stock underlying any Awards or Prior Plan Awards that are settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the issuance of Stock will become available for grant under the Plan upon the cash settlement, expiration, becoming unexercisable, termination, or forfeiture to or repurchase by the Company of such Awards or Prior Plan Awards. For the avoidance of doubt, the number of shares of Stock available for delivery under the Plan will not be increased by any shares of Stock delivered under the Plan that are subsequently repurchased using proceeds directly attributable to Stock Option exercises. The limits set forth in this Section 4(a) will be construed to comply with Section 422.
(b)   Substitute Awards. The Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements of Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements), Stock issued under Substitute Awards will be in addition to and will not reduce the number of shares available for Awards under the Plan set forth in Section 4(a), but, notwithstanding anything in

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Section 4(a) to the contrary, if any Substitute Award is settled in cash, expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance of Stock, the shares of Stock previously subject to such Award will not be available for future grants under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at all, provided, however, that Substitute Awards will not be subject to, or counted toward, the per-Participant Award limits described in Section 4(d) below.
(c)   Type of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock, treasury Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan.
(d)   Individual Limit.
(1)   Awards comprising no more than 2,000,000 shares of Stock may be granted to any person under the Plan in any calendar year. In applying the foregoing limit, (i) all Awards granted to the same person in the same calendar year are aggregated and made subject to one limit; (ii) the limit as applicable to Stock Options and SARs refers to the number of shares of Stock underlying those Awards; and (iii) the share limit as applicable to Awards other than Stock Options and SARs refers to the maximum number of shares of Stock that may be delivered, or the value of which could be paid in cash or other property, under an Award or Awards assuming a maximum payout.
(2)   Notwithstanding the foregoing limit, the aggregate value of all compensation granted or paid to any Director with respect to any calendar year, including Awards granted under the Plan and cash fees or other compensation paid by the Company to such Director outside of the Plan, for his or her services as a Director during such calendar year may not exceed $600,000 in the aggregate, calculating the value of any Awards based on the grant date fair value in accordance with the Accounting Rules, assuming a maximum payout.
5.
ELIGIBILITY AND PARTICIPATION
​
The Administrator shall select Participants from among Employees and Directors of, and consultants and advisors to, the Company and its subsidiaries. Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. Eligibility for Stock Options, other than ISOs, and SARs is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company that would be described in the first sentence of Treas. Regs. §1.409A-1(b)(5)(iii)(E).
6.
RULES APPLICABLE TO AWARDS
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(a)   All Awards.
(1)   Award Provisions. The Administrator shall determine the terms of all Awards, subject to the limitations provided herein. By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant will be deemed to have agreed to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the contrary, Substitute Awards may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.
(2)   Term of Plan. No Awards may be made after 10 years from the Date of Adoption, but previously granted Awards may continue beyond that date in accordance with their terms.
(3)   Transferability. Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution. During a Participant’s lifetime, ISOs and, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), SARs and NSOs may be exercised only by the Participant. The Administrator may permit the gratuitous transfer (i.e., transfer not for value) of Awards other than ISOs, subject to applicable securities and other laws and such limitations as the Administrator may impose.
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Administrator may at any time accelerate the vesting or exercisability of an Award, including, but not limited to, in connection with providing consideration for a restrictive covenant, regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, the following rules will apply if a Participant’s Employment ceases:
(A)   Except as provided in (B) and (C) below, immediately upon the cessation of the Participant’s Employment each Stock Option and SAR that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate and all other Awards that are then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited.
(B)   Subject to (C) and (D) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.
(C)   Subject to (D) below, all Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment due to death or Disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the one-year period ending with the first anniversary of the Participant’s cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate. In addition, if the Participant’s Employment ceases for any reason other than pursuant to (D) below and in the three months following such cessation of Employment the Participant dies or experiences a Disability, the exercisability of all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, will automatically be extended upon such event and will remain exercisable for the lesser of (i) the one-year period ending with the first anniversary of the Participant’s cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.
(D)   All Stock Options and SARs (whether or not exercisable) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in the determination of the Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause.
(5)   Recovery of Compensation. The Administrator may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Stock acquired under Awards will be subject to forfeiture and disgorgement to the Company, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment or other restrictive covenant by which he or she is bound, or (ii) any Company policy applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Administrator may require forfeiture and disgorgement to the Company of outstanding Awards and the proceeds from the exercise or disposition of Awards or Stock acquired under Awards, with interest and other related earnings, to the extent required by law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Exchange Act, or any related Company policy. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees or will be deemed to have agreed to cooperate fully with the Administrator, and to cause any and all permitted transferees of the Participant to cooperate fully with the Administrator, to effectuate any forfeiture or disgorgement required hereunder. Neither the Administrator nor the Company nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 6(a)(5).

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(6)   Taxes. The delivery, vesting and retention of Stock, cash or other property under an Award are conditioned upon full satisfaction by the Participant of all tax withholding requirements with respect to the Award. The Administrator shall prescribe such rules for the withholding of taxes with respect to any Award as it deems necessary, including, but not limited to, (a) providing that the Administrator may hold back shares of Stock from an Award, (b) permitting a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements, or (c) permitting an authorized broker-dealer to sell shares of Stock subject to an Award and remit the cash proceeds of such sale to the Company to satisfy any tax withholding requirements related to such Award (provided that such arrangements will not result in withholding in excess of the maximum withholding amount consistent with the award being subject to equity accounting treatment under the Accounting Rules).
(7)   Dividends and Dividend Equivalents. The Administrator may provide for the payment of amounts (on terms and subject to conditions established by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award; provided, however, that (a) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remains subject to a risk of forfeiture (whether service-based or performance-based) shall be subject to the same risk of forfeiture as applies to the underlying Award and (b) no dividends or dividend equivalents shall be payable with respect to Options or SARs. Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the requirements of Section 409A. Dividends or dividend equivalent amounts payable in respect of Awards that are subject to restrictions may be subject to such limits or restrictions as the Administrator may impose.
(8)   Rights Limited. Nothing in the Plan may be construed as giving any person the right to be granted an Award or to continued employment or service with the Company or any of its subsidiaries, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or any of its subsidiaries to the Participant.
(9)   Coordination with Other Plans. Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or any of its subsidiaries. For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs of the Company or any of its subsidiaries may be settled in Stock (including, without limitation, Unrestricted Stock) under the Plan if the Administrator so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4).
(10)   Section 409A.
(A)   Without limiting the generality of Section 11(b) hereof, each Award will contain such terms as the Administrator determines and will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.
(B)   Notwithstanding Section 9 of this Plan or any other provision of this Plan or any Award agreement to the contrary, the Administrator may unilaterally amend, modify or terminate the Plan or any outstanding Award, including but not limited to changing the form of the Award, if the Administrator determines that such amendment, modification or termination is necessary or advisable to avoid the imposition of an additional tax, interest or penalty under Section 409A.
(C)   If a Participant is deemed on the date of the Participant’s termination of Employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, with regard to any payment that is considered nonqualified deferred compensation under Section 409A, to the extent applicable, payable on account of a “separation from service”, such payment will be made or provided on the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(a)(10)(C) (whether they would have otherwise been payable in

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a single lump sum or in installments in the absence of such delay) will be paid on the first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for them in the applicable Award agreement.
(D)   For purposes of Section 409A, each payment made under this Plan will be treated as a separate payment.
(E)   With regard to any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable, that is payable upon a change in control of the Company or other similar event, to avoid the imposition of an additional tax, interest or penalty under Section 409A, no amount will be payable unless such change in control constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.
(b)   Stock Options and SARs.
(1)   Time and Manner of Exercise. Unless the Administrator expressly provides otherwise, no Stock Option or SAR will be deemed to have been exercised until the Administrator receives notice of exercise in a form acceptable to the Administrator that is signed by the appropriate person and accompanied by any payment required under the Award. Any attempt to exercise a Stock Option or SAR by any person other than the Participant will not be given effect unless the Administrator has received such evidence as it may require that the person exercising the Award has the right to do so. No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of a Stock Option or SAR.
(2)   Exercise Price. The exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise must be no less than 100% (in the case of an ISO granted to a 10-percent stockholder within the meaning of subsection (b)(6) of Section 422, 110%) of the Fair Market Value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant.
(3)   Payment of Exercise Price. Where the exercise of an Award is to be accompanied by payment, payment of the exercise price must be by cash or check acceptable to the Administrator or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of previously acquired unrestricted shares of Stock, or the withholding of unrestricted shares of Stock otherwise deliverable upon exercise, in either case that have a Fair Market Value equal to the exercise price, (ii) through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of previously acquired shares in payment of the exercise price under clause (i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.
(4)   Maximum Term. The maximum term of Stock Options and SARs must not exceed 10 years from the date of grant (or five years from the date of grant in the case of an ISO granted to a 10-percent stockholder described in Section 6(b)(2) above).
(5)   No Repricing. Except in connection with a corporate transaction involving the Company (which term includes, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares) or as otherwise contemplated by Section 7 below, the Company may not, without obtaining stockholder approval, (A) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base value of such Stock Options or SARs, (B) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs with an exercise price or base value that is less than the exercise price or base value of the original Stock Options or SARs, or (C) cancel outstanding Stock Options or SARs that have an exercise price or base value greater than the Fair Market Value of a share of Stock on the date of such cancellation in exchange for cash or other consideration.

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7.
EFFECT OF CERTAIN TRANSACTIONS
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(a)   Covered Transactions. Except as otherwise expressly provided in an Award agreement, another agreement between the Company and a Participant, or the Company’s Change of Control Severance Plan or otherwise by the Administrator, the following provisions will apply in the event of a Covered Transaction:
(1)   Assumption or Substitution. If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may provide for (A) the assumption or continuation of some or all outstanding Awards or any portion thereof or (B) the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.
(2)   Cash-Out of Awards. Subject to Section 7(a)(5) below, the Administrator may provide for payment (a “cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the Fair Market Value of one share of Stock times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such portion (in the case of a SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator determines; provided, however, for the avoidance of doubt, that if the exercise or purchase price (or base value) of an Award is equal to or greater than the Fair Market Value of one share of Stock, the Award may be cancelled with no payment due hereunder or otherwise in respect of such Award.
(3)   Acceleration of Certain Awards. Subject to Section 7(a)(5) below, the Administrator may provide that any Award requiring exercise will become exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated, in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.
(4)   Termination of Awards upon Consummation of a Covered Transaction. Except as the Administrator may otherwise determine in any case, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) immediately upon consummation of the Covered Transaction, other than any Award that is assumed or substituted pursuant to Section 7(a)(1) above.
(5)   Additional Limitations. Any share of Stock and any cash or other property or other award delivered pursuant to Section 7(a)(1), Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes of the immediately preceding sentence, a cash-out under Section 7(a)(2) above or an acceleration under Section 7(a)(3) above will not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the case of Restricted Stock that does not vest and is not forfeited in connection with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.
(b)   Changes in and Distributions with Respect to Stock.
(1)   Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of the Accounting Rules, the Administrator shall make appropriate adjustments to the maximum number of shares of Stock specified in Section 4(a) that may be issued under the Plan and to the maximum share limits described in Section 4(d), and shall make appropriate adjustments to the

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number and kind of shares of stock or securities underlying Awards then outstanding or subsequently granted, any exercise or purchase prices (or base values) relating to Awards and any other provision of Awards affected by such change.
(2)   Certain Other Adjustments. The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan, having due regard for the qualification of ISOs under Section 422 and the requirements of Section 409A, to the extent applicable.
(3)   Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.
8.
LEGAL CONDITIONS ON DELIVERY OF STOCK
​
The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been registered with the U.S. Securities and Exchange Commission and listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. The Company may require, as a condition to the exercise of an Award or the delivery of shares of Stock under an Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Stock required to be issued to Participants under the Plan will be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration or delivery of stock certificates. In the event that the Administrator determines that stock certificates will be issued to Participants under the Plan or the Shares will be evidenced by book-entry, the Administrator may require that any certificates evidencing Stock issued under the Plan or the book-entry reflecting the issuance of Stock under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold any such certificates pending lapse of the applicable restrictions.
9.
AMENDMENT AND TERMINATION
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The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, however, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time the Award was granted. Any amendments to the Plan will be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code) or applicable stock exchange requirements, as determined by the Administrator.
10.
OTHER COMPENSATION ARRANGEMENTS
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The existence of the Plan or the grant of any Award will not affect the Company’s right to award a person bonuses or other compensation in addition to Awards under the Plan.
11.
MISCELLANEOUS
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(a)   Waiver of Jury Trial. By accepting or being deemed to have accepted an Award under the Plan, each Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim will be tried before a court and not before a jury. By accepting or being deemed to have accepted an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the

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Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and a Participant to agree to submit disputes arising under the terms of the Plan or any Award made hereunder to binding arbitration or as limiting the ability of the Company to require any eligible individual to agree to submit such disputes to binding arbitration as a condition of receiving an Award hereunder.
(b)   Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any of its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any of its subsidiaries, or the Administrator, will be liable to any Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest or penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to an Award.
12.
ESTABLISHMENT OF SUB-PLANS
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The Administrator may at any time and from time to time establish one or more sub-plans under the Plan (for local-law compliance purposes or other administrative reasons determined by the Administrator) by adopting supplements to the Plan containing, in each case, such limitations on the Administrator’s discretion under the Plan, and such additional terms and conditions, as the Administrator deems necessary or desirable. Each supplement so established will be deemed to be part of the Plan but will apply only to Participants within the group to which the supplement applies (as determined by the Administrator).
13.
GOVERNING LAW
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(a)   Certain Requirements of Corporate Law. Awards will be granted and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator.
(b)   Other Matters. Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12 or as provided in Section 13(a) above, the domestic substantive laws of the State of Delaware govern the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
(c)   Jurisdiction. By accepting (or being deemed to have accepted) an Award, each Participant will be deemed to (a) have submitted irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Award; (b) agree not to commence any suit, action or other proceeding arising out of or based upon the Plan or an Award, except in the federal and state courts located within the geographic boundaries of the United States District Court for the District of Delaware; and (c) waive, and agree not to assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction of the above-named courts that his or her property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or an Award or the subject matter thereof may not be enforced in or by such court.

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EXHIBIT A
Definition of Terms
The following terms, when used in the Plan, have the meanings and are subject to the provisions set forth below:
“Accounting Rules”: Financial Accounting Standards Board Accounting Standards Codification Topics 505 and 718, as applicable, or any successor provision.
“Administrator”: The Compensation Committee, except that the Compensation Committee may delegate (i) to one or more of its members (or one or more other members of the Board, including the full Board) such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant Awards to the extent permitted by Section 152 or 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the preceding sentence, the term “Administrator” will include the person or persons so delegated to the extent of such delegation. Notwithstanding the foregoing, only the Board or the Compensation Committee shall be authorized to grant an Award to any director of the Company or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).
“Award”: Any or a combination of the following:
(i)   Stock Options.
(ii)   SARs.
(iii)   Restricted Stock.
(iv)   Unrestricted Stock.
(v)   Stock Units, including Restricted Stock Units.
(vi)   Performance Awards.
(vii)   Awards (other than Awards described in (i) through (vi) above) that are convertible into or otherwise based on Stock.
“Board”: The Board of Directors of the Company.
“Cause”: With respect to a Participant, (i) dishonesty with respect to the Company or any affiliate of the Company, (ii) insubordination, substantial malfeasance or non-feasance of duty, (iii) unauthorized disclosure of confidential information, (iv) breach by a Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any affiliate of the Company, and (v) conduct substantially prejudicial to the business of the Company or any affiliate of the Company; provided, however, that this definition of “Cause” shall be superseded by (a) the definition of “Cause” contained in an agreement between a Participant and the Company or any affiliate of the Company that is in effect at the time of such termination, with respect to that Participant and (b) the definition of “Cause” contained in the Company’s Change of Control Severance Benefit Plan to the extent such plan is in effect at the time of such termination, the Participant is a participant in such plan and such termination occurs within the period during which the Participant is eligible for enhanced severance benefits under the Company’s Change of Control Severance Benefit Plan. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company; provided, however, that if the determination is made within the period during which the Participant is eligible for enhanced severance benefits under the Company’s Change of Control Severance Benefit Plan, then the determination will be subject to de novo review.
“Code”: The U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect.
“Compensation Committee”: The Compensation and HR Committee of the Board.
“Company”: Ironwood Pharmaceuticals, Inc., a Delaware corporation.

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“Covered Transaction”: Any of (i) a consolidation, merger or similar transaction or series of related transactions, including a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction will be deemed to have occurred upon consummation of the tender offer.
“Date of Adoption”: The earlier of the date The Ironwood Pharmaceuticals, Inc. 2019 Equity Incentive Plan was first approved by the Company’s stockholders or adopted by the Board, as determined by the Committee.
“Director”: A member of the Board who is not an Employee.
“Disability”: A disability that would entitle a Participant to long-term disability benefits under the Company’s long-term disability plan in which the Participant participates. If a Participant does not participate a long-term disability plan of the Company, Disability means a permanent and total disability as defined in Section 22(e)(3) of the Code.
“Effective Date”: The date on which the Plan is first approved by the Company’s stockholders.
“Employee”: Any person who is employed by the Company or any of its subsidiaries.
“Employment”: A Participant’s employment or other service relationship with the Company or any of its subsidiaries. Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to, the Company or any of its subsidiaries. If a Participant’s employment or other service relationship is with any subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant’s Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company unless the Participant transfers Employment to the Company or any of its remaining subsidiaries. Notwithstanding the foregoing, in construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” ​(subject to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms will be construed to require a “separation from service” ​(as that term is defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election will be deemed a part of the Plan.
“Exchange Act”: The Securities Exchange Act of 1934, as amended.
“Fair Market Value”: As of a particular date, (i) the closing price for a share of Stock reported on the Nasdaq Stock Market (or any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the immediately preceding date on which a closing price was reported or (ii) in the event that the Stock is not traded on a national securities exchange, the fair market value of a share of Stock determined by the Administrator consistent with the rules of Section 422 and Section 409A to the extent applicable.
“ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated as an ISO.
“NSO”: A Stock Option that is not intended to be an “incentive stock option” within the meaning of Section 422.
“Participant”: A person who is granted an Award under the Plan.
“Performance Award”: An Award subject to Performance Criteria.

A-10   Ironwood
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“Performance Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss and may be applied to the Participant individually, or to a business unit or division or the Company as a whole and may relate to any or any combination of the following (measured either absolutely or by reference to an index or indices or the performance of one or more companies and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, product or product candidate, project or geographical basis or in combinations thereof), among any other criteria determined by the Administrator: achievement of research, clinical trial or other drug development objectives; achievement of regulatory objectives; achievement of manufacturing and/or supply chain or other operational objectives; sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures, licenses, collaborations and strategic alliances; spin-offs, split-ups and the like; reorganizations; recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings; or any other objectives determined by the Administrator. The Administrator may provide that one or more of the Performance Criteria applicable to such Award will be adjusted to reflect events (including, but not limited to, the impact of charges for restructurings, discontinued operations, mergers, acquisitions, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the applicable performance period that affect the applicable Performance Criterion or Criteria.
“Plan”: The Ironwood Pharmaceuticals, Inc. Amended and Restated 2019 Equity Incentive Plan, as from time to time amended and in effect.
“Restricted Stock”: Stock subject to restrictions requiring that it be forfeited, redelivered or offered for sale to the Company if specified service or performance-based conditions are not satisfied.
“Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions.
“SAR”: A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value at the discretion of the Administrator) equal to the excess of the Fair Market Value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured.
“Section 409A”: Section 409A of the Code.
“Section 422”: Section 422 of the Code.
“Stock”: Class A common stock of the Company, par value $0.001 per share.
“Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price.
“Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.
“Substitute Awards”: Awards issued under the Plan in substitution for equity awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition.
“Unrestricted Stock”: Stock not subject to any restrictions under the terms of the Award.

2023 Proxy Statement   A-11
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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.on June 19, 2023. 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/IRWD2021 YouIRWD2023You may also vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If 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. VOTEinstructions.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.on June 19, 2023. 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: D43110-P53341V12479-P91312 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY IRONWOOD PHARMACEUTICALS, INC. For Withhold For All To withhold authority to vote for any individual The Board of Directors recommends you vote FOR ALL the following: For Withhold For All AllAllExcept To withhold authority to vote for any individualAllAll Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 1.Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2024 annual meeting of stockholders and their successors are duly elected and qualified.Nominees: !!! !! 1. Election of Directors Nominees: Class I 01) 02) 03) Mark G. Currie, Ph.D. Ph.D.02)Alexander J. Denner, Ph.D. Ph.D.03)Andrew Dreyfus04)Jon R. Duane Class II 04) 05)Duane05)Marla Kessler 06) 07) Marla L. Kessler Thomas McCourt07)Julie McHugh08)Catherine Moukheibir Lawrence S. Olanoff, M.D., Ph.D. Moukheibir09)Jay P. Shepard For Against Abstain The Board of Directors recommends you vote FOR the following proposals: ! ! ! ! ! ! 2. Approval,proposal:For Against Abstain 2.Approval, by non-binding advisory vote, of the compensation paid to the named executive officers. 3. Ratification!!! The Board of Directors recommends you vote 1 Year on the following proposal: 1 Year 2 Years 3 Years Abstain 3.To recommend, by non-binding advisory vote, the frequency of future advisory votes on the compensation paid to the named executive officers.! !!! The Board of Directors recommends you vote FOR the following proposals:For Against Abstain4.Approval of Ironwood Pharmaceuticals, Inc.'s Amended and Restated 2019 Equity Incentive Plan.!!!5.Ratification of the selection of Ernst & Young LLP as the Company'sIronwood Pharmaceuticals, Inc.'s independent registered public accounting firm for 2021. 2023.!!!NOTE: In their discretion, the Proxiesproxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Pleasethereof.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. Signatureofficer.Signature [PLEASE SIGN WITHIN BOX] Date SignatureDateSignature (Joint Owners)Date

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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. D43111-P53341 IRONWOODwww.proxyvote.com.V12480-P91312IRONWOOD PHARMACEUTICALS, INC. AnnualINC.Annual Meeting of Stockholders Wednesday,Tuesday, June 2, 202120, 2023 9:00 AM Eastern Time This proxy is solicited by the Board of Directors TheDirectorsThe stockholder(s) hereby appoint(s) Thomas 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,Tuesday, June 2, 202120, 2023 via live webcast at www.virtualshareholdermeeting.com/IRWD2021,IRWD2023, 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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