SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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20212024 ANNUAL MEETING OF STOCKHOLDERS OF
IRONWOOD PHARMACEUTICALS, INC. Date: Tuesday, June 18, 2024 Date:Time: Wednesday, June 2, 2021Time: 9:00 a.m. Eastern Time Location:Location: 20212024 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/IRWD2021IRWD2024. Purpose:Purpose: We are holding the annual meeting for stockholders to consider three company sponsored proposals: 1. 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 2025 annual meeting of stockholders and their successors are duly elected and qualified; committee'scommittee’s selection of Ernst & Young LLP as our auditors for 2021.2024. "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), and "for"“for” ratification of our selection of auditors (proposal no. 3). Only stockholders of record at the close of business on April 12, 202119, 2024 are entitled to notice of and to vote at the 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 ourperson.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/IRWD2021IRWD2024, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice that you received.![[MISSING IMAGE: sg_thomasmccourt-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/sg_thomasmccourt-bw.jpg)
Chief Executive Officer and Director
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2021 Proxy Statement i
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Our team showed passion and commitment in 2020 as we continued
We have a significant opportunity to execute on our vision to become the leading U.S. gastrointestinal, or GI, healthcare company, advancing treatments for GI diseases and redefining the standard of care for GI patients. Our strategy to get there is grounded on three priorities: maximizing LINZESS, building an innovative GI pipeline, and delivering sustained profits and generating cash flow.
We are Executing Our GI-Focused Strategy
LINZESS showed remarkable resilience in 2020, delivering $931 million in 2020 U.S. net sales—an increase of 10% year-over-year—further strengthening its position as the number one prescribed medicine in the U.S. for the treatment of adults with irritable bowel syndrome with constipation, or IBS-C, or chronic idiopathic constipation, or CIC. We believe there is substantial opportunity for continued growth and are working closely with our partner, AbbVie Inc., or AbbVie, to advance innovative commercial strategies and enhance linaclotide's clinical utility through lifecycle management.
We are also seeking to build an innovative development portfolio by advancing our own IW-3300 for the potential treatment of visceral pain conditions and by pursuing assets that target serious, organic GI diseases. We had some disappointing outcomes from our GI development pipeline last year, and while these types 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 treatments 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. We achieved our second full year of profits in 2020, recording $106 million in net income. Importantly, we ended 2020 with $363 million in cash and cash equivalents—more than doubling our cash position from the end of 2019.
We are Committed to Fostering an Inclusive and Diverse Culture
We believe that creating an equitable, inclusive and diverse culture is critical to attracting, motivating, and retaining the talent necessary to deliver on our mission. In 2020, 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.
2021 Proxy Statement 1
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 executing against our strategic priorities and a critical threshold as we continue to invest thoughtfully into 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,
Thomas McCourtPresident and Interim Chief Executive Officer
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We aspire to bring innovative treatments for GI diseases to patients in need.
We are a GI healthcare company on a mission to advance the treatment of GI diseases and redefine the standard of care for GI patients. LeveragingThis guiding mission drives us to deliver game-changing GI treatments to patients in need and to do good in the communities in which we and our demonstrated expertisestakeholders live and capabilitieswork.
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LINZESS®need, leveraging our demonstrated expertise and capabilities in GI diseases.
patients.
Our
- sustained profits and cash flow.
2021 Proxy Statement 3
2.Advance U.S. GI Development Portfolio•MD-7246:We and AbbVie announced top-line data from a Phase II trial evaluating MD-7246, a delayed release formulation of linaclotide,other regulatory filings for apraglutide for use in adult patients withabdominal pain associated with irritable bowel syndrome with diarrhea, or IBS-D. TheSBS who are dependent on PS.
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•We delivered net income of $106 million during the year ended December 31, 2020, reflecting our second consecutive full year of profitability.•
We demonstrated strong progress acrossrealize our corporate goalsvision of becoming the leading GI healthcare company in 2020. As a result, our 2020the industry.
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| | Name | | | Age | | | Audit Committee | | | Governance and Nominating Committee | | | Compensation and HR Committee | | ||||||||||||
| | Mark Currie, Ph.D. | | | | | 69 | | | | | | | | | | | | | | | | | | ✓ | | |
| | Alexander Denner, Ph.D. | | | | | 54 | | | | | | | | | | | | C | | | | | | | | |
| | Andrew Dreyfus | | | | | 65 | | | | | | | | | | | | | | | | | | C | | |
| | Jon Duane | | | | | 65 | | | | | | | | | | | | ✓ | | | | | | ✓ | | |
| | Marla Kessler | | | | | 54 | | | | | | | | | | | | | | | | | | ✓ | | |
| | Thomas McCourt | | | | | 66 | | | | | | | | | | | | | | | | | | | | |
| | Julie McHugh, Chair | | | | | 59 | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
| | Catherine Moukheibir | | | | | 64 | | | | | | C | | | | | | | | | | | | | | |
| | Jay Shepard | | | | | 66 | | | | | | ✓ | | | | | | | | | | | | | | |
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Name | Age | Class | Year Term Expires | Audit Committee | Governance and Nominating Committee | Compensation and HR Committee | ||||||
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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 | ✓ | ||||||||
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"C"“C” indicates chair of the committee.
2021 Proxy Statement 5
Class I Directors (nominated for election at the 2021 annual meeting)
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MARK CURRIE, Ph.D.
Partner, Iaso Ventures, LP Age: 69 Director since 2019 Board Committees • Compensation and HR Committee | | | • Dr. Currie has • 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 Antag Therapeutics ApS, Science Exchange, Inc. and Sea Pharmaceuticals, LLC, each of which is a privately held company. Dr. Currie also chairs the scientific advisory boards of Wild Bioscience Ltd. and Tisento Therapeutics, Inc. • 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. | |
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ALEXANDER DENNER, Ph.D. Founding Partner and Chief Investment Officer, Sarissa Capital Management LP Age: 54 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. • Prior to joining Sarissa, Dr. Denner served as a senior managing director at Icahn Capital • Dr. Denner serves on the board of directors of • Dr. Denner earned his B.S. in mechanical engineering from Massachusetts Institute of Technology, an M.S. and • 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. | |
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ANDREW DREYFUS Former President and Chief Executive Officer for Blue Cross Blue Shield of Massachusetts Age: 65 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 and as a member of the audit committee and the compensation and management development committee of Alto Neuroscience, Inc. (NYSE: ANRO), a public company. Mr. Dreyfus also serves on the board of directors of Octave Health Group Inc., a privately held companyand the Joint Commission, the National Quality Forum and BCBSMA Foundation, all 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. | |
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JON DUANE Senior Partner Emeritus, McKinsey & Company Age: 65 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 • Mr. Duane serves as the executive chair on the board of directors of Nashville Biosciences, LLC, a privately held company. • Mr. Duane graduated from Wesleyan University with a B.A. in government and received an M.B.A from Harvard Business School. • Mr. Duane brings to the board of directors significant experience advising academic research centers and companies across the life science and medical device industries. | |
2021 Proxy Statement 7
Class II Directors (nominated for election at the 2021 annual meeting)
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54 | | | • Ms. Kessler most recently served as chief marketing officer of Datavant, Inc., or Datavant, a health IT company, from October 2022 to April 2024. 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 • 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. | |
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THOMAS McCOURT Chief Executive Officer, Ironwood Pharmaceuticals, Inc. Age: 66 Director since 2021 | | | • Mr. McCourt has served as our chief executive officer and member of the board of directors since June 2021 and had previously served as president and interim chief executive officer from March 2021 to June 2021 and as president from April 2019 to June 2021. Prior to April 2019, Mr. McCourt served as our senior vice president of marketing and sales and chief commercial officer since joining Ironwood in 2009. • Prior to joining Ironwood, Mr. McCourt led the U.S. brand team for denosumab at Amgen Inc. from 2008 to 2009. Prior to that, Mr. McCourt was with Novartis AG from 2001 to 2008, where he directed the launch and growth of ZELNORM™ for the treatment of patients with IBS-C and CIC and held a number of senior commercial roles, including vice president of strategic marketing and operations. • Mr. McCourt was also part of the founding team at Astra-Merck Inc., leading the development of the medical affairs and science liaison group and then serving as brand manager for PRILOSEC® and NEXIUM®. • Mr. McCourt serves on the board of directors and as a member of the compensation committee of Pliant Therapeutics, Inc. (Nasdaq: PLRX), a public company, and on the board of trustees for the American Society of Gastrointestinal Endoscopy (ASGE). Mr. McCourt previously served on the board of directors of Acceleron Pharma Inc., including as a member of the audit committee and the chair of the nominating and governance committee. • Mr. McCourt received a B.S. in pharmacy from the University of Wisconsin. • Given his role as our chief executive officer and his previous leadership roles at the company since joining in 2009, we believe Mr. McCourt brings unique and in-depth insight into the operations and management of the company, which together with his extensive commercial experience, his deep knowledge of GI, and his experience launching and achieving blockbuster status for LINZESS, are valuable to our board of directors. | |
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JULIE McHUGH, CHAIR Former Chief Operating Officer, Endo Health Solutions, Inc. Age: 59 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 chair 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® (infliximab) 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 marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc. • Ms. McHugh currently serves on the board of directors of Lantheus Holdings, Inc. (Nasdaq: LNTH), a public company, and Xellia Pharmaceuticals ApS, a privately held company. She also serves on the strategic advisory board for HealthCare Royalty Partners and the board of visitors for the Smeal College of Business of Pennsylvania State University. She previously served on the board of directors for Aerie Pharmaceuticals, Inc., Trevena, Inc., ViroPharma Inc., Epirus Biopharmaceuticals, Inc., Evelo Biosciences, 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’s University and her B.S. degree from Pennsylvania State University. • Ms. McHugh’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’s history and strategy and strong relationships with our senior leadership team also make her a valuable resource. | |
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CATHERINE MOUKHEIBIR Former Chief Executive Officer, MedDay Pharmaceuticals Age: 64 Director since 2019 Board Committees • Audit Committee, Chair | | | • Ms. Moukheibir most recently served as chief executive officer of MedDay Pharmaceuticals, or MedDay, a biopharmaceutical company that focused on nervous system disorders, from July 2019 to January 2021. She was also the • 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 • 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 the following public companies: MoonLake Immunotherapeutics AG (Nasdaq: MLTX), Biotalys NV (EBR: BTLS) and • Ms. Moukheibir has an M.A. in economics and an M.B.A. from Yale University. • Ms. | |
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JAY SHEPARD Former President and Chief Executive Officer of Aravive, Inc. Age: 66 Director since 2020 Board Committees • Audit Committee | | | • Mr. Shepard is an advisor at Catalyst 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, Versartis, Inc. • From • 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. • Mr. Shepard holds a B.S. in Business Administration from the University of Arizona. • Mr. Shepard brings deep expertise 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. | |
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 other diversity criteria. Annual Evaluations finding suitable candidates. of our board of directors.20219 Class III Directors (term expires at the 2022 annual meeting) ANDREWDREYFUSPresident and Chief ExecutiveOfficer for Blue Cross BlueShield of MassachusettsAge: 62Director since 2016Board 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, CHAIRFormer Chief Operating Officer,Endo Health Solutions, Inc.Age: 56Director since 2014Board 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® (infliximab), Prezista® (darunavir) and Intelence® (etravirine), and she was responsible for oversight of a research and development portfolio including compounds targeting HIV, hepatitis C, and tuberculosis. •Prior to joining Centocor, Inc., Ms. McHugh led the marketing communications for gastrointestinal drug 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. and Lantheus Holdings, Inc. She also serves on the board of directors of Evelo Biosciences, Inc., including serving as chair of the nominating and corporate governance committee and as a member of the audit committee. She also chairs 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. She previously served on the board of directors for 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's University and her B.S. degree from Pennsylvania State University. •Ms. McHugh'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's history and strategy and strong relationships with our senior leadership team also make her a valuable resource, particularly during the chief executive officer transition period.10 Ironwood EDWARD P.OWENSFormer Partner, Portfolio Managerand Global Industry Analyst,Wellington ManagementCompany, LLPAge: 74Director since 2013Board Committees •Audit Committee•Mr. Owens 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 was the portfolio manager of the Vanguard Health Care Fund for 28 years from its inception in May 1984 until his retirement from Wellington in December 2012. •Mr. Owens serves on the board of directors of Stealth BioTherapeutics Corp and ESCAPE Bio. He has a B.S. in physics from the University of Virginia and an M.B.A. from Harvard Business School. •He brings to our board of directors extensive experience in evaluating and investing in life sciences companies, providing valuable insight as we continue to strive towards our goal of maximizing long-term stockholder value.2021 Proxy Statement 11 How We are Selected and Evaluated U.S. GI healthcare company dedicated to advancing the treatment of GI diseases and redefining the standard of care for GI patients.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.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. Ironwood Board of
Directors Broader Business Healthcare Industry
Allocation /
Finance /
Accounting Strategic
Transactions Risk
Management Human
Capital Public
Company
Board Senior
Leadership
(small
biotech) Senior
Leadership
(large
pharma)
Market Insights
(patient, payer,
physician) Broader BusinessHealthcare IndustryIronwood Board of DirectorsCapitalAllocation /Finance /AccountingStrategicTransactionsRiskManagementHumanCapitalPublicCompanyBoardSeniorLeadership(smallbiotech)SeniorLeadership(largepharma)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✓✓✓✓✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Andrew Dreyfus ✓ ✓ ✓ ✓ ✓ Jon Duane ✓ ✓ ✓ ✓ Marla Kessler ✓ ✓ ✓ ✓ ✓ Thomas McCourt ✓ ✓ ✓ ✓ ✓ ✓ Julie McHugh ✓ ✓ ✓ ✓ ✓ ✓ ✓ Catherine Moukheibir ✓ ✓ ✓ ✓ ✓ ✓ Jay Shepard ✓ ✓ ✓ ✓ ✓ Board Diversity Matrix (as of April 25, 2024) Board Size: Total Number of Directors 9 Gender Identity: Female Male Non-Binary Did Not Disclose 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 2 5 Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Demographic Background 1 Directors who self-identify as Middle Eastern 1 20, 2021,25, 2024, the average age of our independent directors'directors was 6162 years, and the average tenure of our independent directors was approximately 3.85.6 years. Six of our ten directors joined our board of directors since our separation, or Separation,12 Ironwood 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.member. In addition, each director completes a self-evaluationmember, as well as a peerto provide an opportunity for each director to provide an evaluation of eachthe other director.directors. For 2020, each director, except Dr. Denner and Mr. Shepard,2023, directors completed a written questionnairequestionnaires, which solicited open-endedopen- ended and candid feedback on an anonymous basis. Dr. Denner and Mr. Shepard did not complete a written questionnaire as they joined the board of directors in the fourth quarter of 2020. 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 andevaluation comments were compiled, the chair of the governance and nominating committee met with our chair of the board and Mark Mallon, 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 II directors up for election at the 2021 annual meeting of stockholders. The chair of the governance and nominating committee then presented a summary of the collectiveThe 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.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.2021 Proxy Statement 13 How We are OrganizedNumber 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 and Committee 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 ✓ tennine members. 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 declassificationboard 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.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 nextThe governance and nominating committee has determined that Ms. McHugh should continue to serve as chair rotation will take place in 2024.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
14 Ironwood
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.
R&D until April 2019.
2021 Proxy Statement 15
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. Additionally, our audit committee oversees our cybersecurity risk and receives regular reports, with a minimum frequency of once per year, from our Chief Information Officer on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends and other areas of importance. 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.
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 company boards of directors, 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, 2024, all directors were in compliance with our corporate governance guidelines.
We believe that creating an (DE&I)
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
16make Ironwood
fostering an environment where employees feel includedrooted in valuing each employee for who they are.
policies. As of December 31, 2020,2023, women represented approximately 50% of our employees are women, and women represent approximately 30%employee base, 20% 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, 2023, approximately 20% of our employees arewere racially or ethnically diverse and in 2020,2023, approximately 40% of our new hires were racially or ethnically diverse.
diverse (excluding Europe-based employees, for which race and ethnicity is not disclosed).
2021 Proxy Statement 17
•- discussing our accounting policies and all material correcting adjustments with our management and our independent registered public accounting firm;•discussing with our management any significant risks or exposures facing the company and the related mitigation plans, and discussing with our independent registered public accounting firm any significant risks or
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.
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, 2020,2023, (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.company'scompany’s Annual Report on Form 10-K for the year ended December 31, 20202023 for filing with the SEC.
Julie McHugh
Jay Shepard
2021 Proxy Statement 19
Governance and Nominating Committee
2023.
officers, and oversees matters related to human capital management, including DE&I, workplace environment and culture and talent development and retention.
20 Ironwood
•- 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;
practices; and
|
Under our second amended and restated 2019 non-employee director compensation policy, effective May 2019,January 1, 2024, 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 2020 under our director compensation policy wereDirector Compensation Policy are granted under our Amended and Restated 2019 Equity Incentive Plan, or our Amended 2019 Plan. Under our Amended 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.
2021 Proxy Statement 21
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,Director Compensation Policy, if a non-employee
| | | | | Fees | |
| | Annual retainer for members of the board of directors | | | $50,000 ($ | |
| | Additional annual retainer for members of the audit committee | | | $ | |
| | Additional annual retainer for members of the compensation and HR committee | | | $ | |
| | Additional annual retainer for members of the governance and nominating committee | | | $5,000 ($10,000 for the chair) | |
| |
| | Name | | | Fees Earned or Paid in Cash ($) | | | All Other Stock Awards ($)(1) | | | Compensation ($) | | | Total ($) | | ||||||||||||
| | Mark Currie, Ph.D. | | | | $ | 60,000 | | | | | $ | 240,710 | | | | | | — | | | | | $ | 300,710 | | |
| | Alexander Denner, Ph.D. | | | | $ | 59,976(2) | | | | | $ | 240,710 | | | | | | — | | | | | $ | 300,686 | | |
| | Andrew Dreyfus | | | | $ | 70,000 | | | | | $ | 240,710 | | | | | | — | | | | | $ | 310,710 | | |
| | Jon Duane | | | | $ | 65,000 | | | | | $ | 240,710 | | | | | | — | | | | | $ | 305,710 | | |
| | Marla Kessler | | | | $ | 60,000 | | | | | $ | 240,710 | | | | | | — | | | | | $ | 300,710 | | |
| | Julie McHugh | | | | $ | 95,000 | | | | | $ | 240,710 | | | | | | — | | | | | $ | 335,710 | | |
| | Catherine Moukheibir | | | | $ | 69,978(3) | | | | | $ | 240,710 | | | | | | — | | | | | $ | 310,688 | | |
| | Jay Shepard | | | | $ | 60,000 | | | | | $ | 240,710 | | | | | | — | | | | | $ | 300,710 | | |
| | | | | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | |
| 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)- On June
3, 2020,20, 2023, each non-employee member of our board of directorswho was serving on such datereceived a restricted stock grant in the amount of21,72022,350 shares of our Class A common stock for service on our board of directors from the date of our20202023 annual meeting of stockholders to the date of our20212024 annual meeting of stockholders, which shares will vest in full on the date immediately preceding the date of our20212024 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) $11.19, 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 the20202023 annual meeting of stockholders. Each such award of restricted stock had a grant date fair value of$10.05$10.77 per share and was granted pursuant to the terms of ourdirector compensation policyprior amended and restated Director Compensation Policy, which was in effect from January 1, 2023 to December 31, 2023, and our 2019 Equity Plan. As of December 31,2020,2023, each non-employee directorother than Dr. Denner and Mr. Shepardheld21,72022,350 restricted shares of Class A common stock as a result of this grant and held no other unvested equity awards.
22 Ironwood
(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 counsel and guidance to the Company's senior leadership team. In connection with her expanded responsibilities and additional time commitment, the compensation and HR committee recommended and the board of directors approved (i) additional cash compensation of $10,000 per month 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 maximum 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 on our board of directors through such vesting date. In making its recommendation to the board, the compensation and HR committee took into account a number of factors, including the scope of additional responsibility and anticipated duration and additional time associated with the expanded role, as well as market data provided by our compensation consultant, Rewards Solutions, Aon, which we refer to throughout this proxy statement as 'Aon,' related to board chair compensation.
Director Stock Ownership Guidelines
In May 2019, we
2021 Proxy Statement 23
In addition to theMarch 31, 2024, 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.
24 Ironwood
![[MISSING IMAGE: cv_ibc-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/cv_ibc-4c.jpg)
of Directors
| ![[MISSING IMAGE: ic_check-pn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/ic_check-pn.gif) | | | 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![[MISSING IMAGE: ic_prop1-bw.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/ic_prop1-bw.gif)
2021
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Name | ||||||||
| | | | | Position(s) | | |||
| Andrew Davis | | 38 | | | Senior Vice President, Chief Business Officer | | |
| | Sravan Emany | | | 46 | | | Senior Vice President, Chief Financial Officer | |
| ||||||||
| John Minardo | | 49 | | | Senior Vice President, Chief | | |
| Michael Shetzline, M.D., Ph.D. | | | 65 | | | Senior Vice President, Chief Medical Officer | |
| | | | | |
38 | | | •
Andrew Davis has served as our chief business officer since December 2021.He previously served as senior vice president • Before joining Ironwood, Mr. Davis served as
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28 Ironwood
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Bausch + Lomb. Mr. healthcare space. • Mr. • Mr. Davis holds a | |
| | | | | |
46 | | | • Mr. December 2021. • Prior to joining Ironwood, Mr. • Mr. Emany serves on the board of directors of Assertio Holdings, Inc. (Nasdaq: ASRT). • 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. | |
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JOHN MINARDO Senior Vice President, Chief Legal Officer and Secretary of Ironwood Pharmaceuticals, Inc. Age: 49 Joined Ironwood 2021 | | | • Mr. Minardo has served as our chief legal officer since August 2021. • Prior to joining Ironwood, Mr. Minardo was with Kaye Scholer LLP. • Mr. | |
65 Our executive Named Executive Officers for 2023 culture. 2024. • 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 • 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 • 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 • Built new GI capabilities and expertise • Strengthened and advanced equality, diversity & inclusion (ED&I) initiatives • 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 In early Named Executive Officer Compensation Program more detail below. Base salary information for Named Executive Officer Mark Mallon Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. Named Executive Officer Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. 2023 Performance For each of our named executive officers, other than our chief executive officer, 70% of each 2023 cash bonus award 2023 performance. Named Executive Officer Mark Mallon Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. 2023 Long-Term Equity Awards Named Executive Officer Mark Mallon Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. February 28, 2026. Named Executive Officer Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. In making its determinations with respect to the size of the equity awards performance period, which ended on December 31, 2023, was 72%, resulting in a 100% attainment of this performance metric, since the company’s total stockholder return was negative over the three-year performance period. Other than our broad-based benefits, or as otherwise described herein, none of our named executive officers receive perquisites of any nature. order to continue to tie the compensation of our named executive officers to stockholder value creation and hold our executives accountable for our stock price performance. The compensation and HR committee further determined that the three-year performance period for the 2024 PSUs should start on March 1, 2024 and end on February 28, 2027, similar to the approach it took in 2023. This approach will enable both performance metrics to take into account current financial Executive Officer Stock Ownership Guidelines these ownership requirements. Role of the Compensation and HR Committee McCourt. Role of the Compensation Consultant: Benchmarking and Peer Group Analysis rules for the period of their engagement. 2023. 2023. Alpine recommended that five companies from our existing peer group be removed because they either no longer met the revenue screening criterium (Coherus BioSciences, Inc., Organogenesis Holdings Inc. and Vanda Pharmaceuticals, Inc.), or had been, or were in the process of being acquired (Intercept Pharmaceuticals, Inc. and Radius Health Inc.) and identified five potential companies (Ardelyx, Inc., BioCryst Pharmaceuticals, Inc., Insmed, Inc., Mirum Pharmaceuticals, Inc. and Travere Therapeutics, Inc.), to replace the five 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 $1.5 billion, median revenue of approximately $427 million, a median of 250 employees and a commercial drug or drug candidate in later stage development: 2023. Name and Principal Position* Mark Mallon* Former Chief Executive Officer Gina Consylman Chief Financial Officer and Senior Vice President Thomas McCourt* President and Interim Chief Executive Officer Jason Rickard Chief Operating Officer and Senior Vice President Michael Shetzline, M.D., Ph.D. Chief Medical Officer, Senior Vice President and Head of Drug Development Development We granted March 2023. Name Mark Mallon Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. on the achievement of The Cyclerion equity awards were granted to Mr. McCourt in connection with the Separation. None of our other named executive officers hold any Cyclerion equity awards. Name Mark Mallon Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. Gina Consylman Thomas McCourt Jason Rickard Option Exercises and Stock Vested Table Name Mark Mallon Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. Severance Benefits not in Connection with a Change of Control ” ” the earlier of (A) the end of the performance period or (B) the twelve (12)-month period following the date of the qualifying 2023 aTSR PSUs and Agreement Mark Mallon Gina Consylman Thomas McCourt Jason Rickard Michael Shetzline, M.D., Ph.D. $7,583,270. ” Name of Beneficial Owner Named Executive Officers and Directors Mark Mallon(1) Gina Consylman(2) Thomas McCourt(3) Jason Rickard(4) Michael Shetzline, M.D., Ph.D.(5) Mark G. Currie, Ph.D.(6) Andrew Dreyfus Jon R. Duane Marla L. Kessler Julie H. McHugh Catherine Moukheibir Lawrence S. Olanoff, M.D., Ph.D. Edward P. Owens Alexander J. Denner, Ph.D.(7) Jay P. Shepard All current executive officers and directors as a group (14 persons)(8) 5% Security Holders Wellington Management Group LLP(9) Brown Capital Management, LLC(10) Sarissa Capital Management LP(11) The Vanguard Group(12) BlackRock, Inc.(13) Westfield Capital Management Company, LP(14) We have entered into indemnification agreements with each of our current directors and Under our code of business conduct and ethics, our 2024. Audit Audit-related Tax All other Audit fees Other than the foregoing, Ernst & Young 2022. 16-digit control number that is on either the notice of internet availability of proxy materials or the proxy card when voting. household and helps to reduce our expenses. The rule applies to our notices, annual reports, proxy statements and information statements. Proposal No. Stockholders who wish to present a proposal for inclusion in our proxy materials for our 202129
SHETZLINE,
M.D., Ph.D.
Officer Senior VicePresident and Head of Research and
Drug
Development of Ironwood
Pharmaceuticals, Inc.62 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 2530 years of experience in the biopharmaceutical industry and academia.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. 30 Ironwood Compensation Highlight: Performance-based Restricted Stock Units equity compensation program continuedfor 2023 remained aligned with market practice and our corporate performance, which created a strong link between the value of our executives’ compensation and our stockholders’ returns. Together with the objective of linking executive and stockholder interests, our compensation program is also designed to evolveattract, 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 our 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 target total direct compensation (as defined below). We believe this emphasis on equity strongly reinforces the concept of pay-for-performance, as the single largest component of pay is tied to execution of key performance milestones and future increases in 2020the value of our stock.2021. One key highlight is the addition of performance-based restricted stock units, or PSUs, granted totarget long-term equity incentive compensation, for our named executive officers.In 2020, PSUs replaced stock optionsofficers during 2023 consisted of variable pay elements, as reported in the 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 compensation and HR committee determined to have an rTSR performance goal asshareholders in 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 onlong term. 2023 CEO Compensation 2023 Other NEOs Compensation ![[MISSING IMAGE: pc_ceocompensation-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/pc_ceocompensation-4c.jpg)
![[MISSING IMAGE: pc_neoscompensation-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/pc_neoscompensation-4c.jpg)
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(as defined below), below.which are valued at target.Stockholder Engagement and Say-On-Pay Vote Consideration 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."say-on-pay"“say-on-pay” vote, every year. This allows our stockholders to provide us with regular, timely and direct input on our executive compensation philosophy, policies and practices. We believe this enables us to further align our compensation programs with our stockholders'stockholders’ interests and to enhance our ability to consider stockholder feedback as part of our annual compensation review process. We sought stockholder input on our executive compensation program through the say-on-pay vote at our 20202023 annual meeting of stockholders and approximately 84%98% of votes cast by our stockholders voted in support of our named executive officer compensation.2021 Proxy Statement 31 Named Executive Officers: Goals and Accomplishments 202020202023 were:Mark Mallon, formerGina Consylman,senior vice president; Thomas McCourt, president and interim chief executive officer; •Jason Rickard, chief operating officer and senior vice president; and •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.late 2019,early 2023, our board, with input from senior management, established what it believed were challengingour 2023 corporate performance goals for 2020,and the relative weighting of such goals, 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. In early 2020,2023, as well as goals related to our compensationworkforce, strategy and HR committee approved the relative weighting of our corporate performance goals for 2020. (except Mr. Mallon) were evaluated based on the level of achievement of the 20202023 corporate goals and their achievements in 2020, including additionalagainst their 2023 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 20202023 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. beginning in 2021, our board becameis responsible for assessing the Company'scompany’s performance against its pre-determined corporate goals. Thus, inIn January 2021, 2024, our board determined that the 20202023 company performance achievement multiplier, which was used as a key consideration in determining executive compensation awarded for 20202023 performance, was 101%120%. 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 2020.32 Ironwood 20202023 corporate performance goals, as determined by our board in early 2021,2024, was as follows:
Notes to 2023 Company Performance Targets and Results Table Company Goal Partially
Achieved Target Over
Achieved Results MAXIMIZE LINZESS (30%) LINZESS U.S. Net Sales $1,022M $1,051M $>1,070M $1,073M(1) Achieve U.S. FDA approval of sNDA for pediatric patients ages 6-17 years old with FC Specific goals are not disclosed for
competitive reasons Above Target(2) Commercial launch target date of LINZESS for pediatric patients ages 6-17 years old with FC as measured by a launch scorecard Specific goals are not disclosed for
competitive reasons Above Target(3) (20%) (30%) (40%) (40%) BUILD INNOVATIVE PIPELINE (30%) Secure 1 asset aligned with prioritized criteria Specific goals are not disclosed for
competitive reasons Above Target(4) Achieve CNP-104 enrollment target Specific goals are not disclosed for
competitive reasons Target(5) Achieve IW-3300 enrollment target Specific goals are not disclosed for
competitive reasons Below Target(6) (20%) (30%) (50%) (35%) STRENGTHEN FINANCIAL PROFILE (35%) Adjusted EBITDA from organic business (excluding the impact of any corporate development transactions and costs associated with a potential CNP-104 option exercise) $235M $250M $>260M $268M(7) (30%) (35%) (40%) (40%) CREATE GREAT PLACE TO WORK (5%) Achieve a certain number of objectives on the corporate DEI scorecard Committee judgment
on actual
performance Specified Number N/A Target(8) Maintain confidence in Ironwood’s strategy and culture, measured by positive response rate range on annual employee engagement survey Committee judgment
on actual
performance >50% N/A Target(9) (5%) (5%) TOTAL 120% Corporate
Goal Stockholder
Impact Achievements Target
Percentage
(%) Actual Level of
Achievement
(%) Drive LINZESS Growth Grows the revenue base 30 % 40 % Advance our Pipeline Advances future business growth and profitability 30 % 30 % Expand our impact in GI Supports potential for long-term growth and profitability 20 % 6 % Invigorate Ironwood Helps to attract, motivate and retain top talent 5 % 5 % Strengthen our financial profile Enables Ironwood to invest thoughtfully without reliance on capital markets 15 % 20 % Totals 100 % 101 % Stretch Goals for Additional Potential Achievement 50 % 0 % TOTALS 150 % 101 % * AdjustedGoal exceeded. LINZESS U.S. net sales were $1,073 million for the year ended December 31, 2023. LINZESS U.S. net sales are reported by our U.S. partner, AbbVie.from continuing operationswhich was calculated by subtracting mark-to-market adjustments on derivatives related to Ironwood’s 2022 Convertible Notes, restructuring expenses, net interest expense, income taxes, depreciation and amortization, mark-to-market adjustments on derivatives related to Ironwood's 2.25% convertible notes due 2022, restructuring expenses,and acquisition-related costs, from GAAP net income, (loss)was ($884.8) million for the year ended December 31, 2023. When excluding from continuing operations.adjusted EBITDA the impact of corporate development activities in 2023, which include all profit and loss incurred by VectivBio subsequent to the VectivBio acquisition, and the payment recognized in the second quarter of 2023 in connection with the amendment of the COUR Collaboration Agreement, our adjusted EBITDA from our organic business was $267.6 million for the year ended December 31, 2023.20213320202023 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: Name NameSummary of Individual Goals Thomas McCourt Gina ConsylmanSravan Emany Deliver target adjusted EBITDA from continuing operations •Generate cash from operations, requiring substantialjudgmentto ensure the attainment of financial goals.discipline, including efficient decision-making and cost-center level accountability across all aspectspotential shareholders to convey the potential value of the business •Evaluate inorganic opportunities in effort to drive further value including completing three GI deep divescompany and identifying a potential mid/late-stage asset •Lead corporate strategy,associated risks; ultimately foster stock price growth. Strengthen the investor relations and corporate communications activitiesmessaging and expand analyst coverage.gain alignmentenhance the value of the company. Advise management and the project team on a refreshed corporate strategyfinancial opportunities and risks inherent in the transaction and mitigate those risks to the extent possible. Lead the efforts to negotiate and secure required financing to complete the transition. Andrew Davis Thomas McCourtDeliver net trade salesRevenue and total revenue targets •GrowLife-Cycle Management: Lead the valueCommercial and Brand functions to ensure delivery of IW-3718growth drivers, including achieving pre-determined sale targets. Expanding the commercial use of LINZESS with respect to pediatric patients ages 6-17 years old with FC.refractory GERDgrowth strategies and advance MD-7246 IBS-D pain programtactics. Maintain 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 workingbuild a relationship with our commercialU.S. 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 Name Jason RickardSummary of Individual Goals •Lead the company's response to the COVID pandemic* •Facilitate the smooth transition of all linaclotide international supply responsibilities to AstraZeneca AB and Astellas Pharma Inc. •Execute operations relative to IW-3718 and MD-7246 programs including pharmaceutical development, supply chain and GxP quality •Further IT operational efficiencies including optimizing certain enterprise systems •Lead the company's reduction in force effort* •Deliver on our people priorities; inspire through our mission and strategy, advance our equality, diversity and inclusion program and grow/challenge our people with targeted individual development programs John Minardo Michael Shetzline, M.D., Ph.D. GainsNDAan expanded indication for pediatric patients ages 6-17 years old with FC in collaboration with our U.S. partner, AbbVie. Lead Data Sciences, Medical Affairs and our GI Insights Center to reflect resultsdeliver a publication plan to maximize the value of Phase IIIbour clinical trial in LINZESS label, negotiatingdata.securing additional languageCNP-104 studies. Identify potential life cycle management opportunities within the portfolio.U.S. FDA documentingCorporate Development function in identifying and assessing strategic initiatives to expand our product portfolio. Ensure proper prioritizing of opportunities and robust diligence from an R&D perspective.reliefsuccessful integration of overall abdominal symptomsVectivBio talent into the R&D function. Assess, prioritize, and manage sustained progress on apraglutide nonclinical, clinical, and chemistry, manufacturing, and controls (CMC) development, factoring life-cycle management considerations.IBS-Cthe R&D function: Develop talent in the LINZESS product label •Obtain IW-3718 top-line Phase III data in refractory GERD, implementing programs to accelerate screeningresearch and participant recruitment and gaining U.S. FDA consent to certain trial design changes to 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 analysis 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 existence and accessibility of GI assets across the industry, identifying and prioritizing potential assets •Establish a team of world classdrug development function as world-class experts and trusted opinion leaders in gastroenterology to provide valued insight and advice to the drug development and commercial teamsGI. * Additional goal added during 2020 in response to changing business needs.34 Ironwood 2021,2024, Mr. MallonMcCourt evaluated the individual performance in 20202023 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'sand the fact that each named executive officer strongly metexceeded or exceededachieved performance expectations for 2020, as well as2023, and peer group and other market data from the competitive assessment undertaken by our compensation and HR committee'scommittee’s independent compensation consultant, Aon,Alpine Rewards, LLC, or Alpine, as discussed below.20202024 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 2020 and 2021 arefor 2023 were base salary, cash bonus and long-term equity incentive compensation.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 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.January 2020,February 2023, our compensation and HR committee reviewed and approved 2023 base salaries for 2020our named executive officers for 2023, except for Mr. Mallon, Ms. ConsylmanMcCourt whose base salary is reviewed and recommended by our compensation and HR committee and approved by the independent directors of our board of directors. In March 2023, following a recommendation by our compensation and HR committee, the independent directors of our board of directors approved Mr. McCourt.McCourt’s 2023 base salary. The increases in base salary for Mr. Mallon, Ms. ConsylmanMessrs. McCourt, Emany, Davis and Mr. McCourtMinardo 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. These2022. In May 2023, the compensation and HR committee approved an additional increase to Mr. Emany’s 2023 base salary from $520,000 to $545,000 in recognition of the additional workload Mr. Emany would be assuming in connection with the elimination of the company’s chief operating officer role. The base salary determinations also took into account peer group and other market data from the Aon competitive assessment discussed below. In addition, the increase in base salary for Mr. McCourt in 2020 includes an adjustment to better align his base salary with the external market in his role as the company's president. In April 2020, the compensation and HR committee also ratified and approved 2020 base salaries for Mr. Rickard and Dr. Shetzline, in connection with their respective designation as executive officers of the company. In ratifying and approving Mr. Rickard and Dr. Shetzline's respective base salaries,conducted by Aon, our compensation consultant at the time, and HR committee considered a number of factors, including each of Mr. Rickard and Dr. Shetzline's backgrounds, the compensation paid to executivesdiscussed in similar positions at our peer group companies and other benchmark data, and executive compensation parity within Ironwood, as well as input from Aon.2021 Proxy Statement 35 20202023 compared to base salary information for 2019 for our named executive officers, as applicable, is as follows: 2019
Base Salary 2020
Base Salary Increase ($) Increase (%) $ 750,000 $ 772,500 $ 22,500 3 % $ 480,000 $ 494,400 $ 14,400 3 % $ 520,000 $ 556,400 $ 36,400 7 % * $ 456,750 * * * $ 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 20202022 for each of our named executive officers is as follows:
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 $ 545,000(1) $ 45,000 9.0% Andrew Davis $ 460,000 $ 480,000 $ 20,000 4.3% John Minardo $ 494,000 $ 512,728 $ 18,728 3.8% Michael Shetzline, M.D., Ph.D. $ 513,040 $ 533,562 $ 20,522 4.0% 2020
Base Salary 2021
Base Salary Increase ($) Increase (%) $ 494,400 $ 509,400 $ 15,000 3 % $ 556,400 $ 573,200 $ 16,800 3 % $ 456,750 $ 484,200 $ 27,450 6 % $ 448,050 $ 484,000 $ 35,949 8 % Thedid not recommend, and the board did notapproved an additional increase to Mr. Mallon'sEmany’s 2023 base salary from $520,000 to $545,000 in 2021 becauserecognition of the additional workload Mr. Mallon had provided noticeEmany would be assuming in connection with the elimination of his intent to resign from the company at the time salary determinationscompany’s chief operating officer role.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 Bonusprogramaward, 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 2023 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. 2022, are as follows: Named Executive Officer 2023 Target Bonus
(as a % of base salary) Thomas McCourt 75% Sravan Emany 50% Andrew Davis 50% John Minardo 45% Michael Shetzline, M.D., Ph.D. 45% 36 Ironwood 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 2023 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 2023 to be equal to the company's 2020company’s performance achievement multiplierfactor of 101%120%. 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.officers'officers’ cash bonus awards, paid in 2021other than for 2020 performance: Component Calculation Company Performance
Only Component
(Weighted 70%) 70% Weighting × Component Calculation Company PerformanceOnly Component(Weighted 70%)70% Weighting×Target Bonus × Corporate Performance
Achievement Multiplier = Company
Performance
Only Component
Payout+Company and IndividualPerformance Component(Weighted 30%)30% Weighting×Target Bonus×CorporatePerformanceAchievementMultiplier×IndividualPerformanceAchievementMultiplier=Company andIndividual PerformanceComponent Payout + Company and Individual
Performance
Component
(Weighted 30%) 30% Weighting × Target Bonus × Corporate
Performance
Achievement
Multiplier Total AnnualBonus × Individual
Performance
Achievement
Multiplier = Company and Individual
Performance
Component
Payout Total Annual
Bonus Payout Mallon,McCourt, equating company performance with20202023 was 101%120%. In February 2021,2024, 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 2020,2023, 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%120%): 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 2023 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: Named Executive Officer Individual Performance Actual Bonus to Target Bonus
Ratio Annual Cash Incentive Program
for 2023 Performance Thomas McCourt 120%(1) 120% $ 750,780 Sravan Emany 135% 133% $ 361,335 Andrew Davis 140% 134% $ 322,560 John Minardo 110% 124% $ 284,929 Michael Shetzline, M.D., Ph.D. 125% 129% $ 309,733 Mallon'sMcCourt’s individual performance achievement multiplier was 101%120% on the basis that such multiplier was equal to the corporate performance achievement multiplier of 101%120%. 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: Annual Cash Bonus
for 2020 Performance $ 585,169 $ 264,652 $ 357,409 $ 258,338 $ 194,588 2021 Proxy Statement 37 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.20202023 represented, on average, approximately 70% 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.setsfor 2023 set an equity pool each year based on peer group and other market data from the Aona competitive assessment prepared by its compensation consultant as discussed below. In addition to peer group and market data, our compensation and HR committee also considers other factors, including input from Aonits compensation consultant and the amount of unvested equity held by a named executive officer, in determining the size of individual equity awards.20202020, 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,early 2023, 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; and3)Realizing rTSR goals, or 2020 rTSR PSUs.38 Ironwood 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 programsAdjusted EBITDA PSUs30%2020 - 2021Cumulative TargetThreshold cumulative adjusted organic EBITDA through 2021Target cumulative adjusted organic EBITDA through 2021Stretch target cumulative adjusted organic EBITDA through 20212020 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:2021 Proxy Statement 39 ACADIA Pharmaceuticals, Inc.Ionis Pharmaceuticals, Inc.Aerie Pharmaceuticals, Inc.Jazz Pharmaceuticals plcAgios Pharmaceuticals, Inc.Karyopharm Therapeutics Inc.Akcea Therapeutics, Inc.Ligand Pharmaceuticals IncorporatedAkebia Therapeutics, Inc.Momenta Pharmaceuticals, Inc.Alkermes plcOPKO Health, Inc.Amicus Therapeutics, Inc.Pacira BioSciences, Inc.Amphastar Pharmaceuticals, Inc.Perrigo Company plcbluebird 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 CorporationHeron Therapeutics, Inc.Vanda Pharmaceuticals Inc.Horizon Therapeutics Public Limited CompanyVeracyte, Inc.Insmed IncorporatedVericel CorporationIntercept Pharmaceuticals, Inc. 40 Ironwood In 2020, our named executive officers were granted the following equity awards under our 2019 Plan: 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) 221,061 221,061 68,327 68,327 100,482 100,482 60,289 60,289 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 AwardsIn 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 RSUs. TheFor PSUs, the compensation and HR committee chosefurther determined that performance under our PSU awards should be measured against total shareholder return, or TSR, using absolute TSR (50%), or aTSR, and relative TSR (50%), or rTSR, performance as the sole PSU performance metricmetrics in our 2021 executive equity compensation programorder to tie further tie the compensation of our named executive officers to stockholder value. Aon assisted thevalue creation and hold our executives accountable for our stock price performance. The compensation and HR committee with identifying a peer group specificallyfurther determined that the three-year performance period for purposes of the rTSR measurement goal related2023 PSUs should start on March 1, 2023 and end on February 28, 2026. This change to how the performance period is measured (relative to PSUs granted in 2021,prior years, in which the performance period aligned with the calendar year) will enable both performance metrics to take into account current financial information through the most recent fiscal year-end, as well as any changes in Performance
Metric Weight Performance
Period Threshold Target Above Target Maximum 2023 aTSR PSUs 50% Three years 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% Three years 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 N/A 200% attainment:
rTSR at the 75th percentile compared to rTSR peer group through February 2026 2021percentage of rTSR PSUs which group differed from the peer group selectedearned shall be interpolated on a straight-line basis. Attainment for the 20202023 rTSR PSUs. PSUs is capped at 100% where the company’s TSR is negative.identifiedcompanies selected for the purposes of the 20212023 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, 2022, was at the 3947th percentile relative to this custom peer group. Our compensation and HR committee then approved the following custom rTSR measurement peer group for the 20212023 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:2021peers: ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD) Jazz Pharmaceuticals plcInsmed, Inc. (Nasdaq: INSM) Acceleron PharmaADMA Biologics (Nasdaq: ADMA) Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT) KaryopharmAlkermes plc (Nasdaq: ALKS) Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) Amicus Therapeutics, Inc. (Nasdaq: FOLD) Kiniksa Pharmaceuticals, Ltd. (Nasdaq: KNSA) AgiosApellis Pharmaceuticals, Inc. (Nasdaq: APLS) Kronos Bio, Inc.Alkermes plc Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) Amarin Corporation plcArcus Biosciences, Inc. (Nasdaq: RCUS) MannKind Corporation Myriad Genetics, Inc. (Nasdaq: MYGN) Amicus Therapeutics,Arrowhead Pharmaceuticals, Inc. (Nasdaq: ARWR) MiMedx Group,Natera, Inc. (Nasdaq: NTRA) AmphastarAvid Bioservices, Inc. (Nasdaq: CDMO) Novavax, Inc. (Nasdaq: NVAX) BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX) Neurocrine Biosciences,Organogenesis Holdings Inc. (Nasdaq: ORGO) Biohaven Pharmaceutical Holding Company Ltd.Ocular Therapeutix, Inc.bluebird bio, Inc.Omeros CorporationBlueprint Medicines Corporation (Nasdaq: BPMC) OPKO Health, Inc.Coherus BioSciences, Inc. Pacira BioSciences, Inc. (Nasdaq: PCRX) Corcept Therapeutics IncorporatedPerrigo Company plcDecipheraCatalyst Pharmaceuticals, Inc. (Nasdaq: CPRX) Prestige Consumer Healthcare Inc.Emergent BioSolutions Inc. PTC Therapeutics, Inc. (Nasdaq: PTCT) Endo International plcCoherus BioSciences, Inc. (Nasdaq: CHRS) Radius Health, REGENXBIO Inc. (Nasdaq: RGNX) Epizyme, Inc.Corcept Therapeutics Incorporated (Nasdaq: CORT) Revance Therapeutics, Inc.Esperion Therapeutics, Inc.Sage Therapeutics, Inc.Exelixis, Inc.Sorrento Therapeutics, Inc.Global Blood Therapeutics, Inc. Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) GWCytokinetics, Inc. (Nasdaq: CYTK) Syndax Pharmaceuticals, plcInc. (Nasdaq: SNDX)Taro Pharmaceutical Industries Ltd. Deciphera Pharmaceuticals (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) Theravance Biopharma, Inc.Harmony Biosciences Holdings, Inc.United Therapeutics CorporationHeron Therapeutics, Inc.Veracyte, Inc.Insmed IncorporatedVericel CorporationIntercept Pharmaceuticals, Inc.Viela Bio, Inc.Ionis Pharmaceuticals, Inc.Zogenix, Inc. February 2021,March 2023, our named executive officers (other than Mr. Mallon) 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 20212023, other than for our chief executive officer, 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. RSUs granted in 2023 to Mr. McCourt vest as to 33.3% of the underlying shares on each approximate anniversary of the grant date of the award, subject to his continued employment on each vesting date. As stated previously,described above, the 20212023 PSU awards are subject to a singleaTSR and rTSR performance goal, which isgoals, and are measured over a three-year performance period ending December 31, 2023. RSURSUs and PSUs granted to our named executive officers (other than Mr. Mallon) in February and March of 2021, respectively,2023 were as follows: 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 Andrew Davis 74,325 74,236 John Minardo 65,502 65,502 Michael Shetzline, M.D., Ph.D. 69,869 69,869 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) 84,541 84,951 144,927 145,631 84,541 84,951 57,971 58,252 awardedgranted to each of our named executive officers, 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 not receiveawardscompensation program to further tie the compensation of our named executive officers to stockholder value, as described in our 2022 proxy statement filed with the SEC on April 21, 2022.because herTSR PSUs had provided noticethe following metrics and vesting opportunities: Performance Metric Performance Period Threshold Goals
(50% attainment) Target Goals
(100% attainment) Stretch Goals
(200% attainment) 2021 rTSR PSUs Three years
ending
December 31, 2023 rTSR at the 25th percentile compared to rTSR peer group through 2023 rTSR at the 50th percentile compared to rTSR peer group through 2023 rTSR at the 75th percentile compared to rTSR peer group through 2023(1) his intentthe rTSR percentile rank compared to resign from the company atrTSR peer group for the time annual equity awards were granted.fitnessremote work and transportationwell-being stipends, commuter subsidies (for employees who reside in Massachusetts and neighboring states), 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 $10,000 of household goods and vehicles assistance, and reimbursement of final trip expenses to the new area. We also provide tax assistance to our relocating employees to cover the costs associated with certain non-deductible relocation expenses, as we believe that this benefit is important to our ability to attract employees. Under our relocation program, participants are required to pay back the full amount of all relocation reimbursements in the event that they voluntarily terminate their employment or are terminated for "cause" within specified repayment periods.2021 Proxy Statement 43Chief Executive Officer TransitionEffective12, 2021, Mr. Mallon resigned from his position as2024, following a recommendation by our chief executive officercompensation and a memberHR committee, the independent directors of our board of directors to pursue another opportunity.approved Mr. Mallon did not receive severanceMcCourt’s base salary. The increases in connection withbase salary for our named executive officers were based on our compensation and HR committee’s (and the terminationboard of directors’, in the case of Mr. McCourt) determination that each executive officer achieved or exceeded substantially all of his employment. respective individual goals for 2023. These base salary determinations also took into account peer group and other market data from the competitive assessment conducted by Alpine and discussed in more detail below. Base salary information for 2024 compared to base salary information for 2023 for each of our named executive officers, is as follows: Named Executive Officer 2023
Base Salary 2024
Base Salary Increase ($) Increase (%) Thomas McCourt $ 834,210 $ 867,568 $ 33,358 4.0% Sravan Emany $ 545,000 $ 569,525 $ 24,525 4.5% Andrew Davis $ 480,000 $ 510,000 $ 30,000 6.3% John Minardo $ 512,728 $ 531,745 $ 19,017 3.7% Michael Shetzline, M.D., Ph.D. $ 533,562 $ 557,572 $ 24,010 4.5% addition, Mr. Mallon forfeited 282,231 options, 354,796 RSUsearly February 2024, the compensation and 221,061HR committee again determined that the annual long-term equity incentive compensation awards for our named executive officers should consist of an approximately even number of PSUs and RSUs. For PSUs, the compensation and HR committee further determined that performance under our PSU awards should again be measured against both an aTSR (50%) and an rTSR performance metric (50%) in connection with his resignation. Performance
Metric Weight Performance
Period Threshold Target Above Target Maximum 2024 aTSR
PSUs 50% Three years ending February 28, 2027 50% attainment:
30 calendar-day average closing share price of $16.38 or above 100% attainment:
30 calendar-day average closing share price of $17.09 or above 200% attainment:
30 calendar-day average closing share price of $19.22 or above 400% attainment:
30 calendar-day average closing share price of $21.36 or above 2024 rTSR
PSUs(1) 50% Three years ending February 28, 2027 50% attainment:
rTSR at the 25th percentile compared to rTSR peer group through February 2027 100% attainment:
rTSR at the 50th percentile compared to rTSR peer group through February 2027 N/A 200% attainment:
rTSR at the 75th percentile compared to rTSR peer group through February 2027 ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD) Krystal Biotech, Inc. (Nasdaq: KRYS) ADMA Biologics, Inc. (Nasdaq: ADMA) Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) Agios Pharmaceuticals, Inc. (Nasdaq: AGIO) MacroGenics, Inc. (Nasdaq: MGNX) Alkermes plc (Nasdaq: ALKS) MannKind Corporation (Nasdaq: MNKD) Amicus Therapeutics, Inc. (Nasdaq: FOLD) Mirati Therapeutics, Inc. (Nasdaq: MRTX) Apellis Pharmaceuticals, Inc. (Nasdaq: APLS) Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) Ardelyx, Inc. (Nasdaq: ARDX) Neurocrine Biosciences, Inc. (Nasdaq: NBIX) 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) Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM) Corcept Therapeutics Incorporated (Nasdaq: CORT) Sage Therapeutics, Inc. (Nasdaq: SAGE) Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH) Sarepta Therapeutics, Inc. (Nasdaq: SRPT) Dynavax Technologies Corporation (Nasdaq: DVAX) Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) Exelixis, Inc. (Nasdaq: EXEL) TG Therapeutics, Inc. (Nasdaq: TGTX) Halozyme Therapeutics, Inc. (Nasdaq: HALO) Travere Therapeutics, Inc. (Nasdaq: TVTX) ImmunoGen, Inc. (Nasdaq: IMGN) Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE) Incyte Corporation (Nasdaq: INCY) United Therapeutics Corporation (Nasdaq: UTHR) Insmed Incorporated (Nasdaq: INSM) Vanda Pharmaceuticals Inc. (Nasdaq: VNDA) Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) Vericel Corporation (Nasdaq: VCEL) connection with his appointment as interimFebruary 2024, our named executive officers, other than our chief executive officer, were granted RSUs and PSUs, in each case under our Amended 2019 Plan. In March 2024, our chief executive officer was granted RSUs and PSUs, in each case under our Amended 2019 Plan. RSUs granted in 2024, other than for our chief executive officer, vest as to 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. RSUs granted in 2024 for Mr. McCourt vest as to 33.3% of the underlying shares on each approximate anniversary of the grant date of the award, subject to his continued employment on each vesting date. As described above, the 2024 PSU awards are subject to aTSR and rTSR performance goals, and are measured over a three-year performance period ending February 28, 2027. Named Executive Officer 2024 Annual PSU Grant
(# of Shares of Class A common stock
Subject to PSUs) (at target) 2024 Annual RSU Grant
(# of Shares of Class A common stock
Subject to RSUs) Thomas McCourt 264,876 264,876 Sravan Emany 65,312 65,312 Andrew Davis 65,312 65,312 John Minardo 54,426 54,427 Michael Shetzline, M.D., Ph.D. 54,426 54,427 upon Mr. Mallon's resignation, governance of our compensation plans and decisions include:recommendedhas the authority to hire independent counsel, compensation consultants and other advisors;board determinedcompensation and HR committee conducts a regular review and assessment of risk as it relates to increase Mr. McCourt's annual base salaryour compensation policies and practices;$573,200engaging in any hedging or monetization transactions with respect to $775,000our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds;increase Mr. McCourt's annual cash incentive bonus target from 60% (of $573,200) to 75% (of $775,000). The increase in annual base salaryour U.S.-based employees, we offer limited perquisites, as described herein;annual cash incentive bonus target was intended to align Mr. McCourt's compensation(ii) contain double-trigger requirements for his service as our interim chief executive officer with Mr. Mallon's compensation as our chief executive officer. Mr. McCourt's increased salaryequity acceleration 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 andother benefits in the event of a change of control did not changecontrol;connectionthis proxy statement for additional information);his appointment as interim chiefthe requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards effective October 2023. The clawback policy requires the clawback of erroneously awarded incentive-based compensation of former or current executive officer. In making its recommendationsofficers awarded during the three-year period preceding the date on which the company was required to prepare an accounting restatement due to the boardmaterial noncompliance of the company with any financial reporting requirement under the securities laws. There is no fault or misconduct required to trigger a clawback and we will not indemnify any former or current executive officers against the loss of any erroneously awarded compensation that is recouped pursuant to the terms of the clawback policy, or any claims relating to these compensation changes for Mr. McCourt's service as our interim chief executive officer,enforcement of our rights under the clawback policy.considered competitive market practiceprovide that (i) our board should assess the company’s corporate performance and a desire to recognize Mr. McCourt for his willingness to assume the interim chief executive officer role and the increased responsibility associated with such role.2021 Retention AwardsIn light of Mr. Mallon's resignation as the company's chief executive officer in March 2021, in an effort to promote business continuity,(ii) our compensation and HR committee approved a cash retention bonusshould recommend, and an RSU retention award tothe independent directors of our other four namedboard should approve, the compensation determination for our chief executive officers who remained employed withofficer. In determining the companycompensation of our chief executive officer, the independent directors of our board deliberate and vote on the datechief executive officer’s compensation outside of the grant. Cash retention bonuses were valued at 50%presence of the namedchief executive officer's 2021 base salary,officer, and RSU awards were valued at 33%the chief executive officer and any other non-independent directors abstain from such determination.each executive officer's 2021 annual equity target. In establishingnon-independent directors, approved our corporate goal achievement for 2023. Following the size of these grants, Aon presented market data and assistedboard’s corporate goal assessment, our compensation and HR committee with approximatingevaluated the value that another organization could potentially offer as a sign-on grant to recruitperformance of our executive talent relativeofficers (other than Mr. McCourt), including performance against goals and objectives relevant to such executive officers’ compensation, and then approved salary increases, 2023 cash incentive bonuses and 2024 cash incentive bonus targets and equity awards for 2024 for these executives. The compensation and HR committee similarly evaluated Mr. McCourt’s performance and made a recommendation to thecurrent, unvested Ironwoodcompetitive assessment prepared by Alpine, as described in more detail below, as well as the other factors described in this Compensation Discussion and Analysis.heldawards and target bonus percentage; Mr. McCourt was not present for the independent directors’ deliberation and determination on these compensation items.namedcompensation and HR committee.officers.Cash retention bonuses were awarded inofficers and general economic factors. Additionally, our compensation and HR committee or board (in the following amounts: Mr. McCourt (whose cash and RSU retention grants were made in his capacity as president, and not as interimcase of the determinations relating to chief executive officer) received a cashofficer compensation) may recommend or decide, as appropriate, to modify the mix or amount of base salary, bonus, and long-term incentives to best fit an executive officer’s specific circumstances or, if warranted by competitive market conditions, to grant 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% of the cash retention bonus paid in September 2021 and 50% of the cash retention bonus paid in June 2022, subject to the officer remaining an employee of the company in good standing on each payment date. Each executive also will receive both payments in 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 retention awards are subject to provisions relating to the acceleration of time-basedor additional equity awards under eachto attract, retain and motivate skilled personnel. We believe that this discretion and flexibility allows our compensation and HR committee and board (in the case of determinations of our chief 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.44 Ironwoodwhich apply to each of our executive officers as defined in the Exchange Act,amended, provide that our chief executive officer is required to hold shares of the Company'scompany’s Class A common stock with a value equal to at least four (4) times his or her annual base salary and that othereach executive officers areofficer is required to hold shares of the Company'scompany’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)Guidelines in December 2020) or the fifth anniversary of the date a person was initially designated as an executive officer of the Company.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, shares held in trust for the benefit of the executive officer or a member of his or her immediate family, shares held in the company’s employee stock purchase plan or deferred compensation retirement plans and unvested RSUs net of applicable taxes. Vested “in the in-the-money value of vestedmoney” stock options and certain other vested and unvested equity awards (other than unearned performance-based awards), netawards do not count towards satisfaction of applicable taxes and the exercise price (if applicable).Basis for Our Compensation Policies and Decisions Our Values and GoalsThe objective As of our compensation policies is to provide compensation and incentives that align employee actions and motivations with the interestsMarch 31, 2024, each 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.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 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' assets when making compensation decisions;2021 Proxy Statement 45 •maximize our employees' sense of ownership so that they have a long-term owner's perspective, can see the impact of their efforts on our success, and can share in the benefits of that success through the opportunity to become stockholders of Ironwood through equity-based awards; •recognize that compensation is one of a number of tools to stimulate and reward productivity, great drug development, and successful commercialization, together with recognizing individual growth potential, providing a great workplace culture, and sharing in our success; •foster a strong team culture, focused on our principles of great drug development and commercialization, which is reinforced through our compensation and incentive programs; •design compensation and incentive programs that are fair, equitable and competitive; and •design compensation and incentive programs that are simple and understandable.Executive Compensation GovernanceHighlighted 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 engagingwas in any hedging or monetization transactionscompliance with respect to our Class A common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds; •we have no perquisites other than broad-based benefits, including health and welfare benefits, transportation and fitness stipends, a 401(k) plan and a relocation program that we make available to all of our employees; under our relocation program, participants are required to pay back the full amount of all relocation benefits in connection with their departure from Ironwood in certain circumstances; •our executive severance agreements (i) do not provide for tax gross-ups and (ii) contain double-trigger requirements for equity acceleration and other benefits in the event of a change of control; •nine of our ten 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 of46 Ironwooddirectors' recovery rights under this policy will be without prejudice to other remedies the company may have for the recovery or adjustment of incentive compensation. Additionally, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002.Compensation Determination ProcessHistorically, 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'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'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.In January 2021, our board met and, following the recusal of non-independent directors, our board approved our corporate goal achievement for 2020. Following the board's corporate goal assessment, our compensation and HR committee evaluated the performance of our executive officers (other than Mr. Mallon), including performance against goals and objectives relevant to such executive officers' compensation, and then approved salary increases, cash bonuses and equity awards for our executive officers (other than Mr. Mallon). The compensation and HR committee similarly evaluated Mr. Mallon's performance and made a recommendation to the board relating to Mr. Mallon's bonus for 2020 performance; the compensation and HR committee did not make a recommendation as to go forward compensation for Mr. Mallon as Mr. Mallon had indicated his intent to resign at the time compensation decisions were made. In making these compensation-related decisions or recommendations for 2020 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, the board voted on Mr. Mallon's 2020 bonus; Mr. Mallon was not present for the board's deliberation on his 2020 bonus.The compensation and HR committee also approves our bonus pool, which is calibrated based on corporate performance, and 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 allocation of these portions to an RSU committee, which was comprised only of Mr. Mallon; following Mr. Mallon's resignation, allocation decisions will be 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 executive2021 Proxy Statement 47 officer's specific circumstances or, if warranted by competitive market conditions, to attract, retain and motivate skilled personnel. For example, our compensation and HR committee may recommend or decide, and our board may decide with respect to our chief executive officer, to grant 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's compensation) to better achieve our compensation objectives.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; reviewing and recommending to the board for approval of any “clawback” or recoupment policy; 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.2020,2023, 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. with respect to each of our named executive officers (other than Mr. Mallon) relating to compensation for performance in 2020,2023, 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.48 Ironwood 2020,2023, our compensation and HR committee exercised such authority and engaged Aon as its compensation consultant.consultant from January until August and replaced Aon with Alpine from September through December. Alpine was selected based upon its reputation and experience as a compensation consultant and in its work with companies similar to Ironwood. Each of Aon and Alpine, at each compensation consultants respective time, reported directly to our compensation and HR committee throughout the period of itseach compensation consultants engagement.20202023 and certain other accounting and consulting services requested by the company related to equity plan matters, including forfeiture rate analysis, PSU award design, and 20202023 rTSR PSU valuation,and Pay versus Performance valuations, Aon and Alpine did not provide us with services in 20202023 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 both Aon and Alpine, it was determined that neither Aon did not havenor Alpine had a conflict of interest in its roletheir respective roles as compensation consultant under applicable rules.2020 and 20212023 compensation, respectively, Aon conducted competitive assessments of 2019 and 20202022 target compensation for our named executive officers, with a focus on the following components of our named executive officer compensation:25th, 50th25th, 50th and 75th75th percentiles of our executive compensation peer group. Our peer group is reviewed at least annually by our compensation and HR committee. In setting our peer group, our compensation and HR committee applies a qualitative lens to help focus the potential group on the companies with which we are competing for talent. Our compensation and HR committee first identifies a potential pool of peer companies from a number of sources, including the companies listing Ironwood in their peer groups and the other companies listed in such peer companies'companies’ peer groups, as well as companies included in third 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 20202023 compensation decisions is composed of the following 17 companies, which at the time they were designated as our peer group had a median 30-day average market capitalization of approximately2021 Proxy Statement 49 $2.7 $2.1 billion, median revenue of approximately $249$380 million, a median of 482495 employees, and a commercial drug or drug candidate in later stage development: 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) Agios Pharmaceuticals, Inc.Horizon Therapeutics plcAkcea Therapeutics, Inc. Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT) Alkermes plcPacira BioSciences, Inc.Amicus Therapeutics, Inc.PTC Therapeutics, Inc.bluebird bio, Inc.Radius Health, Inc.Blueprint Medicines CorporationSupernus Pharmaceuticals, Inc.Coherus BioSciences, Inc.United Therapeutics CorporationCorcept Therapeutics Incorporated 20202023 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 2020.2020,2023, our compensation and HR committee re-approved theapproved a new peer group, listed above, which peer group the compensation and HR committee continued to useAlpine 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. ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD) Insmed, Inc. (Nasdaq: INSM) Alkermes plc (Nasdaq: ALKS) Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) Amicus Therapeutics, Inc. (Nasdaq: FOLD) Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) Ardelyx, Inc. (Nasdaq: ARDX) Pacira BioSciences, Inc. (Nasdaq: PCRX) BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX) PTC Therapeutics, Inc. (Nasdaq: PTCT) Blueprint Medicines Corporation (Nasdaq: BPMC) Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) Corcept Therapeutics Incorporated (Nasdaq: CORT) Travere Therapeutics, Inc. (Nasdaq: TVTX) Dynavax Technologies Corporation (Nasdaq: DVAX) Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE) Halozyme Therapeutics, Inc. (Nasdaq: HALO) 2020.AonAlpine to conduct a formal compensation risk assessment in December 2020.2023. The compensation and HR committee then reviewed our 20202023 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 20202023 compensation: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;50Contentsdirectors that the Compensation Discussion and Analysis be included in the company’s proxy statement on Schedule 14A for filing with the SEC.
Mark Currie, Ph.D.
Jon Duane
Marla Kessler 2020, 20192023, 2022 and 2018, as applicable.
Name and Principal Position* Year Salary
($)(1) Bonus
($) Stock
Awards
($)(1) Option
Awards
($) Non-Equity
Incentive
Plan
Compensation
($)(2) All Other
Compensation
($)(3) Total
($)
Chief Executive Officer 2023 833,668 — 5,974,255(4) — 750,780 24,567 7,583,270 2022 805,404 143,300 6,473,069 — 453,375 18,118 7,893,266 2021 732,053 143,300 7,236,498 — 680,063 18,090 8,810,004
Senior Vice President, Chief
Financial Officer 2023 535,000 — 1,843,347(5) — 361,335 17,550 2,757,232 2022 500,000 — — — 198,750 13,612 712,362 2021 28,846 200,000 2,300,100 — — 46 2,528,992
Senior Vice President, Chief
Business Officer 2023 479,615 — 1,843,347(6) — 322,560 22,185 2,667,708 2022 — — — — — — — 2021 — — — — — — —
Senior Vice President, Chief
Legal Officer and Secretary 2023 511,927 — 1,626,486(7) — 284,929 17,550 2,440,891 2022 493,635 — 1,734,155 — 166,725 15,525 2,410,040 2021 191,827 250,000 2,595,002 — 105,037 6,427 3,148,293
Senior Vice President, Chief
Medical Officer, and Head of
Research and Drug
Development 2023 533,167 — 1,734,924(8) — 309,733 17,550 2,595,374 2022 512,482 121,000 2,080,982 — 188,735 15,525 2,918,724 2021 483,447 121,000 1,727,931 — 285,405 18,090 2,635,873 Year Salary
($)(1) Bonus
($) Stock
Awards
($)(2) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All Other
Compensation
($)(4) Total
($) 2020 801,173 — 5,423,731 — 585,169 11,040 6,821,113 2019 750,000 880,000 3,692,810 3,804,331 797,063 144,596 10,068,800 2018 — — — — — — — 2020 512,751 — 1,676,402 — 264,652 11,040 2,464,845 2019 480,000 250,000 1,467,731 888,546 358,800 8,502 3,453,579 2018 415,000 — 782,385 501,764 207,500 8,040 1,914,688 2020 576,120 — 2,465,327 — 357,409 11,040 3,409,896 2019 511,250 — 1,760,143 2,370,159 454,272 8,502 5,104,327 2018 465,000 — 549,641 869,479 232,500 34,002 2,150,622 2020 473,314 — 1,479,191 — 258,338 11,040 2,221,883 2019 — — — — — — — 2018 — — — — — — — 2020 464,681 100,000 (5) 1,121,001 (6) — 194,558 11,040 1,891,310 2019 — — — — — — — 2018 — — — — — — — *Mallon resigned from the company effective on March 12, 2021. In connection therewith, Mr. McCourt became the company's interim chiefDavis was not a named executive officer in addition to his role as the company's president.(1)Salaries reported for 2020 reflect amounts paid in 2020 (as opposed to annual base salary rates). Fiscal year 2020 included one more pay date than fiscal years 20192021 and 2018.(2)For 2020, reflects2022.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 2020,2023, see Note 1413 to our consolidated financial statements for the year ended December 31, 20202023 included in our Annual Report on Form 10-K that we filed with the SEC on February 17, 2021.16, 2024. 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 rTSR PSUs and aTSR PSUs granted to the named executive officers in 2020,2023, the aggregate grant date fair value was determined based on the probable outcometarget number of the performance conditions associated with such awards (target) at the date of grant. Assuming the maximum level of performance (200%) is achieved for the rTSR PSUs, the aggregate grant date fair value of the rTSR PSUs granted in 20202023 is as follows: $5,586,210 for Mr. Mallon, $1,726,622 for Ms. Consylman, $2,539,182$3,394,781 for Mr. McCourt, $1,523,504$1,047,442 for Mr. Rickard,Emany, $1,047,442 for Mr. Davis, $924,233 for Mr. Minardo and $1,145,974$985,837 for Dr. Shetzline.(3)annual cash bonus programACIP for performance in the relevant year. For a description of bonuses paid in 20212024 for performance in 2020,2023, see the disclosure included elsewhere in this proxy statement under the caption Annual Cash BonusIncentive Program for 2023 Performance.(4) 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.(5)Reflects paymentwell-being stipends. The 401(k) matching contribution for each named executive officer for 2023 was $14,850. Amounts for Messrs. McCourt and Davis also include $7,017 and $4,636, respectively, for the incremental cost of gifts, spousal travel and attendance at certain Ironwood-sponsored events and meetings where the second installmentexecutives’ attendance was requested by the company, as well as the value of Dr. Shetzline's sign-on bonus, which wasgifts received; these amounts are inclusive of tax gross-ups of $3,112 and $1,326 paid in early 2020 in accordance with the terms of his employment offer.(6)(a) 28,135240,595 RSUs and 28,135240,594 PSUs awarded to Mr. McCourt in March 2023, in connection with annual equity awards.February 2020March 2023, in connection with annual equity awards and (b) 20,740 RSUs and 20,740 PSUs awarded to Dr. Shetzline in April 2020 as a recognition award in connection with his designation as an executive officer of the company.awards. 2020.2023. All non-equity incentive plan awards were made pursuant to our cash bonus program described in more detail elsewhere in this proxy statement under the caption Annual Cash BonusIncentive Program for 2023 Performance.RSUs and PSUsannual long-term equity incentive compensation awards to our named executive officers in February 2020. We also granted Dr. Shetzline additionalthe form of RSUs and PSUs in April 2020 in connection with his designation as an executive officer of the company.20202023 represented the right to receive shares of our Class A common stock upon the vesting of such awards. The vesting schedule of each such award included in the following table is described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table.
Name Type of Award Grant Date Estimated
Future Payouts
Under Non-Equity
Incentive Plan
Awards(1)
Target ($) 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 RSUs 3/8/2023 — — — — 240,595 $ 2,583,990 rTSR PSUs 3/8/2023 — 60,149 120,297 240,594 — $ 1,697,397 aTSR PSUs 3/8/2023 — 60,149 120,297 481,188 $ 1,692,874 ACIP — $ 625,658 — — — — — Sravan Emany RSUs 3/8/2023 — — — — 74,236 $ 797,295 rTSR PSUs 3/8/2023 — 18,559 37,117 74,234 — $ 523,721 aTSR PSUs 3/8/2023 — 18,559 37,118 148,472 — $ 522,332 ACIP — $ 272,500 — — — — — Andrew Davis RSUs 3/8/2023 — — — — 74,236 $ 797,295 rTSR PSUs 3/8/2023 — 18,559 37,117 74,234 — $ 523,721 aTSR PSUs 3/8/2023 — 18,559 37,118 148,472 — $ 522,332 ACIP — $ 240,000 — — — — — John Minardo RSUs 3/8/2023 — — — — 65,502 $ 703,491 rTSR PSUs 3/8/2023 — 16,376 32,751 65,502 — $ 462,117 aTSR PSUs 3/8/2023 — 16,376 32,751 131,004 — $ 460,878 ACIP — $ 230,525 — — — — — Michael Shetzline RSUs 3/8/2023 — — — — 69,869 $ 750,393 rTSR PSUs 3/8/2023 — 17,467 34,934 69,868 — $ 492,919 aTSR PSUs 3/8/2023 — 17,468 34,935 139,740 — $ 491,612 ACIP — $ 240,103 — — — — — 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 Grant Date Grant Date) Target ($) Threshold Target Maximum Units (#)(4) Awards ($)(5) 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 — — — — — 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 — — — — — 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 — — — — — 2/27/2020 — (1) — — — — 60,289 717,439 2/27/2020 — (1) — 18,087 60,289 120,578 — 761,752 — — 228,375 — — — — — 2/27/2020 — (1) — — — — 28,135 334,807 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)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)paymentamount for 20202023 performance under our cash bonus program.ACIP. As described in more detail elsewhere in this proxy statement under the caption Annual Cash BonusIncentive Program for 2023 Performance, in 2020, Mr. Mallon had an individual bonus target of 75% of his base salary,2023, Mr. McCourt had an individual bonus target percentage of 60%75% of his base salary, Ms. ConsylmanMessrs. Emany and Mr. Rickard eachDavis 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 20202023 were tied solely to the achievement of our corporate goals for 2020,2023, 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 2020,2023, the board equated Mr. Mallon'sMcCourt’s individual performance with that of the company'scompany’s performance. Actual bonus payments for 20202023 performance are set forth in the Summary Compensation Table elsewhere in this proxy statement.(3)"Estimated“Estimated Future Payouts Under Equity Incentive Plan Awards" Awards”column are rTSR and aTSR PSUs, and represent threshold, target and maximum potential future payouts underwith respect to the PSUsawards granted to each of our named executive officers in 2020.2023. The rTSR PSUs are eligible to vest based52 Ironwood certainan rTSR performance goalsgoal over a two or three-year performance period and aTSR PSUs are eligible to vest based on the achievement of share price targets during a three-year period as described elsewhere in this proxy statement under the caption 2020 Annual2023 Long-Term Equity Awards.(4)"All“All Other Stock Awards: Number of Shares of Stock or Units (#)"” column are RSUs.(5)probable outcometarget number of the performance conditions (target) associated with such awards onat the grant date.date of grant. For a discussion of the assumptions used in the valuation of the RSU and PSU awards granted to our named executive officers in 2020,2023, 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.202153proxy 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, 2020,2023, the last day of our last fiscal year. Information presented has been adjusted, as necessary, to reflect the impact of the Separation.
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 ($)(1) Thomas McCourt 80,504 — — 12.56 3/3/2024(2) — — — — 97,500 — — 13.91 3/16/2025(2) — — — — 179,056 — — 9.12 3/1/2026(2) — — — — 166,018 — — 14.93 2/27/2027(2) — — — — 142,404 — — 12.95 2/21/2028(2) — — — — 384,982 — — 11.49 1/29/2029(2) — — — — 45,704 — — 11.78 5/1/2029(2) — — — — — — — — — 240,595(3) 2,752,407 — — — — — — — 311,811(4) 3,567,118 — — — — — — — 249,617(5) 2,855,618 — — — — — — — — — 248,868(6) 2,847,050 — — — — — — — 120,297(7) 1,376,198 — — — — — — — 120,297(8) 1,376,198 Sravan Emany — — — — — 116,736(4) 1,335,460 — — — — — — — 85,000(5) 972,400 — — — — — — — — — 37,117(7) 424,618 — — — — — — — 37,118(8) 424,630 Andrew Davis — — — — — 165,306(4) 1,891,101 — — — — — — — — — 39,370(6) 450,393 — — — — — — — 37,117(7) 424,618 — — — — — — — 37,118(8) 424,630 John Minardo — — — — — 156,353(4) 1,788,678 — — — — — — — 79,981(5) 914,983 — — — — — — — — — 67,873(6) 776,467 — — — — — — — 32,751(7) 374,671 — — — — — — — 32,751(8) 374,671 Michael Shetzline 92,698 — — 13.19 3/1/2029(9) — — — — — — — — — 160,081(4) 1,831,327 — — — — — — — 57,971(5) 663,188 — — — — — — — — — 81,447(6) 931,754 — — — — — — — 34,934(7) 399,645 — — — — — — — 34,395(8) 399,656 Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Number of
Securities
Underlying
Unexercised
Unearned
Options (#) Option
Exercise
Price ($) 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) 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 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 95,971 — — 13.11 2/1/2022 (4) 110,962 — — 11.65 2/1/2023 (4) 80,504 — — 12.56 3/3/2024 (3) 97,500 — — 13.91 3/16/2025 (3) 179,056 — — 9.12 3/1/2026 (3) 162,331 3,687 — 14.93 2/27/2027 (3) 102,463 39,941 — 12.95 2/21/2028 (3) 183,082 201,900 — 11.49 1/29/2029 (3) 18,091 27,613 — 11.78 5/1/2029 (3) — — — — — 115,220 (7) 1,312,356 — — — — — — — 100,482 (8) 1,144,490 — — — — — — — 36,800 (9) 419,152 — — — — — — — — — 90,435 (10) 1,030,055 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 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)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,29, 2023, which was $11.39.54 Ironwood(2)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 vestvested 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.(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's continued employment with the company on the applicable vesting date.(5)The option vests upon global pharmaceutical product net sales (including partnered or licensed product revenue) exceeding $1 billion, generally subject to the executive's continued employment with the company on the applicable vesting date.(6)This option vested upon the acceptance by the U.S. FDA of an NDA for DUZALLO® (lesinurad).(7)RSUs vest in full on November 18, 2021, generally subject to continued employment with the company.(8)(9)(10)vestvested over a two- to three-year period based on the achievement of the performance metrics discussed elsewhere in this proxy statement under the caption 20202021 rTSR PSUs Payout. The number of shares reported herein reflects target performance for the 2021 rTSR PSUs in accordance with SEC requirements. The payout for the 2021 rTSR PSUs, which was certified by the compensation and HR committee on January 17, 2024, was 100% of the target number of PSUs.NDA Acceptance PSUs and the 20202023 rTSR PSUs and maximum performance for the Adjusted EBITDA PSUs, in each case in accordance with SEC requirements. Actual payouts for thethese PSUs could range from 0% to 200% of the target number of PSUs subject to an award based on actual performance results. The 2023 rTSR PSUs also have a service-based vesting condition that generally will be satisfied by continued employment with the company through the last day of the applicable performance period. For a discussion of the treatment of PSUs following certain terminations of employment and/or a change of control of Ironwood, please see Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control elsewhere in this proxy statement.Contents Number of Securities Underlying
Unexercised Options Exercisable(1) Option
Exercise Price ($)(1) Option
Expiration Date Thomas McCourt 379 310.80 3/3/2024 487 344.00 3/16/2025 710 225.60 3/1/2026 442 369.40 2/27/2027 205 320.40 2/27/2028 107 284.20 1/29/2029 Cyclerion equity awards reflected innumber of securities underlying unexercised options exercisable and the following tableoption exercise price were granted to Ms. Consylman and Messrs. McCourt and Rickardadjusted in connection with the Separation. Each Ironwood equity award that was converted into a Cyclerion equity award is subject to substantially1-for-20 reverse stock split of Cyclerion’s common stock effected on May 16, 2023. Accordingly, the same termsnumber of securities and vesting conditions as were applicable tooption exercise prices shown in the Ironwood equity awards prior to the distribution. Neither Mr. Mallon nor Dr. Shetzline hold any Cyclerion equity awards.table above reflect post reverse stock split holdings. Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Option
Exercise
Price ($) Option
Expiration
Date 1,117 17.05 7/1/2024 850 17.20 3/16/2025 437 12.61 9/16/2025 2,437 11.28 3/1/2026 500 16.82 1/2/2028 1,875 16.02 2/21/2028 906 14.21 1/29/2029 5,464 12.24 2/1/2021 8,713 16.21 2/1/2022 10,221 14.40 2/1/2023 7,591 15.54 3/3/2024 9,750 17.20 3/16/2025 14,218 11.28 3/1/2026 8,859 18.47 2/27/2027 4,101 16.02 2/21/2028 2,156 14.21 1/29/2029 200 16.21 2/1/2022 857 14.40 2/1/2023 543 14.55 6/10/2023 750 11.95 12/16/2023 3,324 14.87 11/3/2024 1,555 17.20 3/16/2025 562 12.11 9/1/2025 1,425 11.28 9/1/2026 465 14.21 1/29/2029 56 Ironwood 2020.
Option Awards Stock Awards Name Number of Shares
Acquired on Exercise
(#) Value Realized
on Exercise
($)(1) Number of Shares
Acquired on Vesting
(#) Value Realized
on Vesting
($)(2) Thomas McCourt 110,962(3) $ 46,816 242,469 $ 2,688,303 Sravan Emany — — 21,250 $ 200,600 Andrew Davis — — 40,613 $ 419,655 John Minardo — — 36,941 $ 389,749 Michael Shetzline — — 89,069 $ 991,313 Option Awards Stock Awards Number of Shares
Acquired on
Exercise
(#) Value Realized
on Exercise
($)(1) Number of Shares
Acquired on
Vesting
(#) Value Realized
on Vesting
($)(2) — — 77,853 839,334 — — 45,435 535,562 119,988 (3) $ 284,331 19,232 220,407 — — 31,074 363,220 — — 3,863 46,395 (1)Includes 99,988of 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."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, 20202023, under their respective severance arrangements.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.2021 Proxy Statement 57 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 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 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. Davis, 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 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 Equity“Non-Equity Severance Benefits."eachthe executive severance agreement for Mr. McCourt 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 officer and Dr. Shetzline,Mr. McCourt, 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."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 aTSR PSUs and 2024 aTSR PSUs will generally remain outstanding and eligible to vest based upon the achievement of an NDAtheir respective 2023 aTSR and 2024 aTSR performance goalgoals until58 Ironwood 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 EBITDA2022 rTSR PSUs, 2023 rTSR PSUs and the 20202024 rTSR PSUsPRUs 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.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.other than for our former chief executive officer and Dr. Shetzline,Mr. McCourt, 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."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.NDA Acceptance2021 Proxy Statement 59 Adjusted EBITDA2024 aTSR 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 2022 rTSR PSUs, will become earned as a result of the change of control. The 20202023 rTSR PSUs and 2024 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 20202022 rTSR PSUs, 2023 rTSR PSUs or 2024 rTSR PSUs, as applicable, being earned above target, the 20202022 rTSR PSUs, 2023 rTSR PSUs or the 2024 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.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 EBITDA2022 rTSR PSUs, 2023 rTSR PSUs, 2024 rTSR PSUs, 2023 aTSR PSUs and the 2020 rTSR2024 aTSR PSUs remain subject to proration based on the number of days the named executive officer remained employed during the applicable performance period. 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. option'soption’s final expiration date, if earlier) following the participant'sparticipant’s termination of employment by reason of his or her death.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 aTSR PSUs and 2024 aTSR PSUs will generally remain outstanding and eligible to vest based upon the NDA Acceptanceachievement of their respective 2023 aTSR or 2024 aTSR 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 aTSR or 2024 aTSR performance period. The 2022 rTSR PSUs, 2023 rTSR PSUs or 2024 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.Agreementsnon-competitionnoncompetition agreement that the company entered into with our former chief executive officerMessrs. Davis, Emany and Minardo provides that as consideration for entering into the noncompetition restrictions set forth in the eventsuch agreement, each of Messrs. Davis, 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 was60 Ironwood 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.2021 2020.2023. The closing price of our Class A common stock as listed on the Nasdaq Global Select Market on December 31, 202029, 2023 was $11.39$11.44 per share. As described above, Mr. Mallon terminated employment on March 12, 2021 and, in connection with such termination, did not receive any severance benefits from the company.
Involuntary
Termination without
Cause or a Constructive
Termination(1) Termination
Following a
Change of
Control(1) Death(2) Thomas McCourt Cash Severance $ 1,251,315 $ 1,668,420 — Non-Equity Incentive Plan
Compensation $ 1,564,144 $ 1,876,973 — Equity Acceleration(3) RSUs $ 5,310,951 $ 6,319,525 $ 6,319,525 PSUs — $ 7,078,866 — Other Benefits(4) $ 74,871 $ 79,828 — Total $ 8,201,281 $ 17,023,612 $ 6,319,525 Sravan Emany Cash Severance $ 545,000 $ 817,500 — Non-Equity Incentive Plan
Compensation $ 545,000 $ 681,250 — Equity Acceleration(3) RSUs — $ 1,335,460 $ 1,335,460 PSUs — $ 1,397,018 — Other Benefits(4) $ 60,000 $ 60,000 — Total $ 1,150,000 $ 4,291,228 $ 1,335,460 Andew Davis Cash Severance $ 480,000 $ 720,000 — Non-Equity Incentive Plan
Compensation $ 480,000 $ 600,000 — Equity Acceleration(3) RSUs — $ 1,891,101 $ 1,891,101 PSUs — $ 875,011 — Other Benefits(4) $ 87,429 $ 101,143 — Total $ 1,047,429 $ 4,187,255 $ 1,891,101 John Minardo Cash Severance $ 512,728 $ 769,092 — Non-Equity Incentive Plan
Compensation $ 461,455 $ 576,819 — Equity Acceleration(3) RSUs — $ 1,788,678 $ 1,788,678 PSUs — $ 2,066,121 — Other Benefits(4) $ 69,238 $ 73,857 — Total $ 1,043,421 $ 5,274,567 $ 1,788,678 Michael Shetzline, M.D., Ph.D. Cash Severance(5) $ 800,343 $ 800,343 — Non-Equity Incentive Plan
Compensation $ 480,206 $ 600,257 — Equity Acceleration(3) RSUs $ 1,363,602 $ 1,831,327 $ 1,831,327 PSUs — $ 1,994,587 — Other Benefits(4) $ 60,000 $ 60,000 — Total $ 2,704,151 $ 5,286,514 $ 1,831,327 Involuntary
Termination
without Cause or
a Constructive
Termination (1) Qualifying
Termination In
Connection with
or Following a
Change of
Control Death(2) 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 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 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 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 Cash Severance(3) $ 672,075 $ 672,075 — Non-Equity Incentive Plan Compensation $ 358,440 $ 448,050 — Equity Acceleration(4) Options — — — RSUs $ 1,020,066 $ 1,188,319 $ 1,118,319 PSUs — $ 556,686 — Other Benefits(5) $ 53,766 $ 53,766 — Total $ 2,104,347 $ 2,918,896 $ 1,188,319 62 Ironwood (1)20202023 have been paid to the executive officer as of December 31, 2020,2023, and that all 20192022 bonus amounts have been paid as of such date, in each case, as would be consistent with Ironwood'sIronwood’s historical practice.With respect to options, reflects the in-the-money value of the unvested portion of such named executive officer'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, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020, exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option.officer'sofficer’s death by $11.39,$11.44, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020,29, 2023, in accordance with the terms of the award agreements issued under our equity incentive plans.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.all named executive officers (other than Mr. Mallon)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'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, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020, 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, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020, 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 change of control termination is calculated by multiplying the number of unvested and unearned PSUs that would be accelerated (if any) by $11.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2020, as described in further detail above under the caption Treatment of PSUs in the Event of a Change of Control. In the case of a qualifying termination or death prior to a change of control, the PSUs will remain eligible to vest based on the attainment of the applicable performance goals, subject to applicable proration, as described above under the captions Severance Benefits not in Connection with a Change of Control and Treatment of Equity in the Event of Death or Permanent Disability. The values in this table assume that the PSUs will become earned at target.(5)Includes outplacement assistance benefits and subsidized COBRA benefits. With respect to involuntary termination without cause or a constructive termination, includes the value of the payment of an additional amount equal to six months of subsidized COBRA benefits for all named executive officers (other than Mr. Mallon) in the event he or she is not eligible to participate in the group medical plan of another employer following the one year anniversary of his or her termination date.2021 2020,2023, Mr. Mallon,McCourt, and the ratio of these two amounts. For 2020,2023, our last completed fiscal year:Mallon)McCourt) was $222,011;$275,531; andMallon'sMcCourt’s annual total compensation, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $6,821,113.2020,2023, we estimate that the ratio of the annual total compensation of Mr. MallonMcCourt to the median annual total compensation of all employees was approximately 3128 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.Mallon,McCourt, we took the following steps:2020.2023. We determined that, as of December 31, 2020,2023, our employee population consisted of 305 individuals.216 individuals, excluding 44 individuals who joined Ironwood as a result of our acquisition of VectivBio Holding AG in 2023. This population consisted of our full- and part-time employees. We utilized a December 31, 20202023 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."median employee"“median employee” from our employee population, we started with the gross earnings of our employees as reflected in our payroll records for 20202023 as of the identification date, and, for our U.S. employees, as reportable to the Internal Revenue Service on Form W-2. We subtracted 20202023 equity earnings from stock option exercises and stock award vesting and replaced them with the grant-date fair value of equity awards granted in 2020.2023. We subtracted 20192022 annual bonuses (paid in 2020)2023) and replaced them with 20202023 annual bonus awards (paid in 2021)2024). We also added the company'scompany’s 401(k) matching contribution.contribution for our U.S. employees. For employees hired during 2020,2023, we annualized base salary and 20202023 bonus amounts, but not the value of equity granted in 20202023 as new hire awards are made on a one-time basis."median“median employee." 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
(Loss)
(in millions) Adjusted
EBITDA from
Organic Business
(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) 2023 $ N/A $ 7,583,270 $ N/A $ 4,632,286 $ 2,615,301 $ 1,967,644 $ 85.95 $ 115.42 $ (1,031.56) $ 267.64 2022 $ N/A $ 7,893,266 $ N/A $ 10,159,660 $ 2,305,695 $ 2,952,674 $ 93.09 $ 111.27 $ 175.07 $ 253.07 2021 $ 170,576 $ 8,810,004 $ (8,684,142) $ 9,733,970 $ 2,917,054 $ 2,581,189 $ 87.60 $ 124.89 $ 528.45 $ 253.97 2020 $ 6,821,113 $ N/A $ 4,419,700 $ N/A $ 2,496,976 $ 2,958,190 $ 85.57 $ 125.69 $ 106.18 $ 162.56 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 2023 Thomas McCourt $ 7,583,270 $ (5,974,225) $ 3,023,271 $ 4,632,286 2022 Thomas McCourt $ 7,893,266 $ (6,473,069) $ 8,739,463 $ 10,159,660 2021 Mark Mallon $ 170,576 $ — $ (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 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. 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 2023 Thomas McCourt $ 6,203,423 $ (2,858,574) — $ (321,578) $ — — $ 3,023,271 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 2020.purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Andrew Davis, Sravan Emany, John Minardo and Michael Shetzline; (ii) for 2022, Sravan Emany, John Minardo, Jason Rickard and Michael Shetzline; (iii) for 2021, Sravan Emany, John Minardo, Jason Rickard, Michael Shetzline and Gina Consylman; and (iv) for 2020, Gina Consylman, Thomas McCourt, Jason Rickard and Michael Shetzline. 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 2023 $ 2,615,301 $ (1,762,026) $ 1,114,369 $ 1,967,644 2022 $ 2,305,695 $ (1,531,837) $ 2,178,816 $ 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 Contentsequity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Compensation Committee ReportWe have:1.reviewed 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 2023 $ 1,829,617 $ (633,278) — $ (81,970) — — $ 1,114,369 2022 $ 1,880,771 $ 329,381 — $ (31,337) — — $ 2,178,816 2021 $ 2,563,358 $ (434) — $ (52,032) $ (514,190) — $ 1,996,702 2020 $ 1,512,719 $ (402,588) — $ (196,100) — — $ 914,031 discussed(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.managementa potential CNP-104 option exercise from GAAP net income. This metric and definition is consistent with Adjusted EBITDA from organic business used in the corporate performance goals scorecard, as described in the Compensation Discussion and Analysis found herein; and2.based onreview and discussions referredCompany Selected Measure from year to year, depending upon a number of factors relating to our business.paragraph (1) above, we recommended tomore detail in the board of directors that the Compensation Discussion and Analysis be section included elsewhere in this proxy statement, our compensation program is designed 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 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 the company'spay versus performance table. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance Table above.![[MISSING IMAGE: lc_index-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/lc_index-4c.jpg)
on Schedule 14A for filing within 2023, approximately 79% of the SEC.value of total compensation awarded to our CEO and 68% of the value of total compensation awarded to the other NEOs consists of equity awards, including RSU and PSU awards.![[MISSING IMAGE: bc_tsr-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/bc_tsr-4c.jpg)
![[MISSING IMAGE: bc_netincome-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/bc_netincome-4c.jpg)
![[MISSING IMAGE: bc_ebitda-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/bc_ebitda-4c.jpg)
Most Important Performance Measures
Adjusted EBITDA from Organic BusinessBy the Compensation and HR Committee,
LINZESS U.S. Net SalesAndrew Dreyfus, ChairJon R. DuaneMarla L. Kessler Revenue 202165
on Named
Executive Officer
CompensationProposal No. 2
APPROVE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT ![[MISSING IMAGE: ic_prop2-bw.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/ic_prop2-bw.gif)
20212024 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.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 2020,2023, 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.20202023 annual meeting and was approved by approximately 84%98% of the votes cast on such matter. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the provisions of Section 14A of the Exchange Act, we must hold the advisory (non-binding) vote on named executive officer compensation at least once every three years. Based on the recommendation of our stockholders in 2017,2023, 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."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.2021677320212024 for:161,931,012158,957,123 shares of Class A common stock outstanding on March 31, 2021.2024. Shares of Class A common stock that may be acquired within 60 days following March 31, 20212024, 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 "*“*."68 Ironwood”
Name of Beneficial Owner Number of Shares
of our Class A
Common Stock Percentage Named Executive Officers and Directors Thomas McCourt(1) 1,621,326 1.0% Sravan Emany(2) 175,364 * Andrew Davis(3) 128,539 * John Minardo(4) 134,540 * Michael Shetzline, M.D., Ph.D.(5) 360,430 * Mark Currie, Ph.D.(6) 993,377 * Alexander Denner, Ph.D.(7) 16,511,939 10.3% Andrew Dreyfus 163,919 * Jon Duane 121,028 * Marla Kessler 96,572 * Julie McHugh 162,294 * Catherine Moukheibir 128,633 * Jay Shepard 102,244 * All executive officers and directors as a group (13 persons)(8) 20,700,205 12.9% 5% Security Holders BlackRock, Inc.(9) 25,978,899 16.3% Sarissa Capital Management LP(10) 16,390,000 10.3% The Vanguard Group(11) 16,033,545 10.1% State Street Corporation(12) 11,532,088 7.3% Number of Shares
of our Class A
Common Stock Percentage 449,356 * 363,076 * 1,201,420 * 306,016 * 72,505 * 1,352,404 * 109,097 * 47,421 * 47,421 * 125,607 * 48,994 * 68,629 * 218,954 * 16,429,079 10.1% 35,557 * 20,426,180 12.6% 21,653,549 13.4% 20,150,463 12.4% 16,390,000 10.1% 15,892,347 9.8% 13,044,650 8.1% 8,488,043 5.2% (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)1,094,1501,015,664 shares of Class A common stock issuable to Mr. McCourt upon the exercise of options that are exercisable within 60 days following March 31, 2021 and2024, (ii) 5,71326,172 restricted stock units that vest on May 20, 2021.(4)Includes (i) 171,60016, 2024, and (iii) 120,298 performance-based restricted stock units for which shares of Class A common stock issuable to Mr. Rickard upon the exercise of options that are exercisablewere vested and will be delivered within 60 days following March 31, 20212024.(ii) 1,714will be delivered within 60 days following March 31, 2024.20, 2021.54,07492,698 shares of Class A common stock issuable to Dr. Shetzline upon the exercise of options that are exercisable within 60 days following March 31, 20212024, and (ii) 6,91434,936 performance-based restricted stock units that vest on May 20, 2021.2021 Proxy Statement 69(6)824,582449,269 shares of Class A common stock issuable to Dr. Currie upon the exercise of options that are exercisable within 60 days following March 31, 2021.39,079121,939 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 1110 below for information regarding the shares of Class A common stock held by Sarissa.2,394,4231,557,631 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days following March 31, 2021 and2024, (ii) 14,34146,172 restricted stock units that vest on May 20, 2021.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 22, 2024, reporting as of December 31, 2020.2023. According to this Schedule 13G/A, (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 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 CapitalBlackrock has sole voting power with respect 12,680,378to 25,253,721 of these shares, and a sole dispositive power with respect toover all of these shares, andshares. Blackrock 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 not have shared voting ornor shared dispositive power with respect to any of these shares. The address of the Brown Capital EntitiesBlackRock is 1201 N. Calvert Street, Baltimore, MD 21202.(11)10, 2021,19, 2024, reporting as of March 10, 2021.15, 2024. 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)FebruaryJanuary 10, 2021,2024, reporting as of December 31, 2020.2023. 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 15,368,03515,711,058 of these shares, shared voting power with respect to 373,334163,827 of these shares, and shared dispositive power with respect to 524,312322,487 of these shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.(13)BlackRock, Inc.,State Street Corporation, or BlackRock,State Street, in a Schedule 13G/A filed on January 29, 2021,25, 2024, reporting as of December 31, 2020.2023. According to this Schedule 13G/A, BlackrockState Street does not have sole voting or sole dispositive power with respect to any of these shares, has soleshared voting power with respect to 12,844,04111,117,328 of these shares soleand has shared 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 BlackRockState Street is 55 East 52ndState 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, 1 Lincoln Street, Boston, MA 02111.
Related2020,2023, 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 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.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 AgreementIn 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.2021 Proxy Statement 71 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 AgreementWe 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 AgreementsIronwood Transition ServicesPrior 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 ServicesWe 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 AgreementWe 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.72 Ironwood Tax Matters AgreementWe 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 AgreementWe 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 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.2021Governance — Governance Documents.73
Our Selection
of AuditorsProposal No. 3 ![[MISSING IMAGE: ic_prop3-bw.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-051992/ic_prop3-bw.gif)
2021.2024. 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 20202023 and 20192022 are set forth below. Detailed disclosure of the audit-related fees in 2023, which were billed for services rendered by VectivBio’s former auditor, Ernst & Young AG, an independent registered public accounting firm and an affiliate of Ernst & Young LLP, or collectively with Ernst & Young LLP, Ernst & Young, are set forth below. There were no tax fees billed for services rendered by Ernst & Young in 2023 or 2022 and no audit-related fees billed for services rendered by Ernst & Young in 2022. Based on these disclosures and information in the audit committee report on page 1922 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.LLP for the audits of our annual financial statements for the years ended December 31, 20202023 and 20192022 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.Young. All of the services described in the following fee table were approved in conformity with the audit committee'scommittee’s pre-approval policy. 2023 2022 Audit $ 2,639,227 $ 1,132,151 Audit-related $ 385,104 $ — All other $ — $ 4,615 Total $ 3,024,331 $ 1,136,766 2020 2019 $ 1,372,342 $ 1,840,900 $ — $ — $ — $ — $ 6,860 $ 1,735 $ 1,379,202 $ 1,842,635 for 2020in 2023 and 20192022 were for professional services rendered by Ernst & Young LLP 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 providedstatements. The increase in connection with regulatory filings or engagements, including auditor consents. Additionally we incurred approximately $198,000 of audit fees relatedfor 2023 compared to 2022 pertains primarily to the Separation whichacquisition of VectivBio.reimbursedfor professional services rendered by Cyclerion pursuant to the Tax Matters Agreement. Audit feesErnst & Young AG for 2020 were significantly lower than they were in 2019 due to services provided in 2019audits, consents, and statutory filings in connection with the Separation, including the review and/or auditacquisition of discontinued operations, as well as accounting review of certain collaboration and co-promotion agreements and debt-related transactions.OtherVectivBio.2020 and 20192022 include license fees for a web-based accounting research tool. LLP did not provide any other services to us in 20202023 or 2019.20217579User's20212024 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, 2021,25, 2024, 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.12, 202119, 2024 can vote at the meeting.12, 2021,19, 2024, we had 161,935,176158,957,123 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.procedures—procedures — stockholders of record and beneficial owners"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.76 Ironwood www.virtualshareholdermeeting.com/IRWD2021. The 16-digit control number provided on your notice of internet availability of proxy materials or proxy card is necessary toWednesday,Tuesday, June 2, 2021. IRWD2021.IRWD2024. 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. "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."householding,"“householding,” benefits both you and us. It reduces the volume of duplicate information received at your2021 Proxy Statement 77 "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."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 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.78 Ironwood 1—1 — Election of Class I and Class II Directors: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.2—2 — Advisory (non-binding) Vote on Named Executive Officer Compensation, or "Say-on-Pay"“Say-on-Pay”:"required vote"“required vote” that would constitute approval. However, our board of directors, including our compensation and HR committee, values the opinions of our stockholders and, to the extent there are a substantial number of votes cast against the named executive officer compensation disclosed in this proxy statement, we will consider our stockholders'stockholders’ concerns and evaluate what actions may be appropriate to address those concerns. We expect that broker nominees will not have discretion to vote on3—3 — Ratification of Auditors:browser'sbrowser’s compatibility any time prior to the meeting at www.virtualshareholdermeeting.com/IRWD2021IRWD2024. If you want to submit a question you may do so electronically starting at the time of check-in or during the meeting.20217983Proposals and Nominations 20222025 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, 202126, 2024 in order for such proposal to be included in our proxy materials.20222025 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 20222025 annual meeting of stockholders must be received by us no earlier than March 4, 202220, 2025 and no later than April 3, 2022,19, 2025, unless the date of the 20222025 annual meeting of stockholders is more than 30 days from the anniversary date of the 20212024 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 20222025 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, 2022,19, 2025, our bylaws provide that the nomination or the proposal shall be disregarded.80 IronwoodTable Any stockholder who intends to solicit proxies in support of Contentsa director nominee other than the company’s nominees must also comply with Rule 14a-19 under the Exchange Act.
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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 deliveryelectronicdelivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have youron June 17, 2024. Haveyour proxy card in hand when you access the web site and follow the instructions toinstructionsto 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 YouIRWD2024You may also vote during the meeting. Have the information that is printed in theinthe 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:until11:59 P.M. Eastern Time the day before the meeting date.on June 17, 2024. Have your proxy card in hand when youwhenyou 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 envelopepostage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge, 51Broadridge,51 Mercedes Way, Edgewood, NY 11717. TO11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D43110-P53341 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV42104-P05088 IRONWOOD PHARMACEUTICALS, INC. TheINC.The Board of Directors recommends you vote FOR theALLthe following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! !! 1. Election of Directors Nominees: Class I 01) 02) 03) Mark G. Currie, Ph.D. Alexander J. Denner, Ph.D. Jon R. Duane Class II 04) 05) 06) 07) Marla L. Kessler Catherine Moukheibir Lawrence S. Olanoff, M.D., Ph.D. Jay P. Shepard For Against Abstain The Board of Directors recommends you vote FOR the following proposals: ! ! ! ! ! ! 2. Approval, by non-binding advisory vote, of the compensation paid to the named executive officers. 3. Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2021. NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint ownersJointowners 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.1. Election of Directors. To elect nine director nomineesnumbered 01 through 09 to serve for a one-year termextending until the 2025 annual meeting of stockholdersand their successors are duly elected and qualified. ForAllWithholdAllFor AllExceptTo withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.Nominees:01) Mark Currie, Ph.D.02) Alexander Denner, Ph.D.03) Andrew Dreyfus04) Jon Duane05) Marla Kessler06) Thomas McCourt07) Julie McHugh08) Catherine Moukheibir09) Jay ShepardThe Board of Directors recommends you vote FOR the following proposals:For Against Abstain2. Approval, by non-binding advisory vote, of the compensation paid to the named executive officers.! ! !3. Ratification of the selection of Ernst & Young LLP as Ironwood Pharmaceuticals, Inc.'s independent registered public accounting firm for 2024.! ! !NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment orpostponement thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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www.proxyvote.com. D43111-P53341 IRONWOOD PHARMACEUTICALS, INC. Annual Meeting of Stockholders Wednesday, June 2, 2021 9:00 AM Eastern Time This proxy is solicited by the Board of Directors Thewww.proxyvote.com.V42105-P05088The 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 stockClass A 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,a.m., Eastern Time on Wednesday,Tuesday, June 2, 202118, 2024 via live webcast at www.virtualshareholdermeeting.com/IRWD2021,atwww.virtualshareholdermeeting.com/IRWD2024, 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. 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. ContinuedIRONWOOD PHARMACEUTICALS, INC.Annual Meeting of StockholdersTuesday, June 18, 2024 9:00 a.m. Eastern TimeThis proxy is solicited by the Board of DirectorsContinued and to be signed on reverse side
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