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

NOTICE OF ~~2019~~2021 ANNUAL MEETING OF STOCKHOLDERS OF
IRONWOOD PHARMACEUTICALS, INC.

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

Our board of directors recommends you vote "for" each of the nominees for Class ~~III~~I and Class II director (proposal no. 1), "for" ~~on an~~the advisory vote on named executive officer compensation (proposal no. 2), ~~"for" the proposed amendment to our certificate of incorporation (proposal no. 3), "for" our 2019 Equity Incentive Plan (proposal no. 4),~~ and "for" ratification of our selection of auditors (proposal no. 5)3). Only stockholders of record at the close of business on April ~~9, 2019~~12, 2021 are entitled to notice of and to vote at the meeting.

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

The safety of our stockholders is important to us and given the current guidance by public health officials and protocols that federal, state and local health authorities have imposed surrounding the coronavirus (COVID-19) pandemic, at the time of this filing we believe it is not advisable to hold our annual meeting in person. Our virtual stockholder format uses technology designed to provide our stockholders rights and opportunities to participate in the virtual meeting similar to an in-person meeting. You may attend the meeting, vote and submit questions electronically during the meeting via live webcast by visiting the website provided above. A list of 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 ~~ensure~~be admitted to the meeting at www.virtualshareholdermeeting.com/IRWD2021, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice that ~~your vote is counted at the annual meeting, however, please vote as promptly as possible.~~you received.

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 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.

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.

~~301 Binney Street~~Thomas McCourt
~~Cambridge, Massachusetts 02142~~President and Interim Chief Executive Officer

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. Leveraging our demonstrated expertise and capabilities in GI diseases, we are focused on the development and commercialization of innovative GI product opportunities in areas of significant unmet need.

LINZESS® (linaclotide), our commercial product, is the first product approved by the United States Food and Drug Administration, or U.S. FDA, in a class of GI medicines called guanylate cyclase type C agonists and is indicated for adult men and women suffering from IBS-C or CIC. LINZESS is the prescription market leader in the IBS-C and CIC category in the U.S. Outside of the U.S., LINZESS is available to adults suffering from IBS-C or CIC in Mexico and Japan and to adults suffering from IBS-C in China (including Hong Kong and Macau). Linaclotide is also available under the trademarked name CONSTELLA® to adults suffering from IBS-C or CIC in Canada, and to adults suffering from IBS-C in certain European countries.

We recognize the value of collaboration and have a track record of establishing, operating and evolving high-performance partnerships globally. We have strategic partnerships with leading pharmaceutical companies to support the development and commercialization of linaclotide around the world. We also aim to leverage our leading capabilities in GI to bring additional treatment options to GI patients in the U.S.

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

Our strategy in 2020 was focused on three core priorities: drive LINZESS growth, advance our GI development portfolio and deliver sustainable profits. Our performance against our 2020 core priorities was as follows:

~~Our~~We demonstrated strong progress across our corporate goals in 2020. As a result, our 2020 company performance achievement multiplier, which we used as a key consideration in determining executive compensation for 2020 performance, was 101%, as determined by our board of ~~directors is soliciting proxies for~~directors. Please see the ~~2019 annual meeting of stockholders. This~~Compensation Discussion and Analysis section included elsewhere in this proxy statement ~~explains the agenda, voting~~for detailed information ~~and procedures for the meeting. Please read it carefully. This proxy statement and accompanying proxy card are first being mailed~~on compensation to ~~the stockholders on or about [ ]. 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 Featured Reports.~~2020 named executive officers.

In this proxy statement, references to "the company" or "Ironwood" and, except within the Audit Committee Report and the Compensation Committee Report, references to "we", "us" or "our" mean Ironwood Pharmaceuticals, Inc. LINZESS® ~~is a trademark~~and CONSTELLA® are trademarks of Ironwood Pharmaceuticals, Inc. ~~ZURAMPIC® and DUZALLO® are trademarks of AstraZeneca AB.~~ Any other trademarks referred to in this proxy statement are the property of their respective owners. All rights reserved.

The contents of our website are not incorporated into this document and you should not consider information provided on our website to be part of this document.

~~Quorum.~~ In order to hold and complete the business of the annual meeting, we must have a majority of the votes entitled to be cast represented in person or by proxy at the meeting. On our record date, April 9, 2019, we had 155,633,473 shares of our 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.

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

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

~~How you may revoke your proxy or voting instructions.~~ If you are a stockholder of record, you may revoke or amend your proxy before it is voted at the annual meeting by writing to us directly in a timely manner "revoking" 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 in person. Your last dated proxy timely received prior to or vote cast at the annual meeting will be counted.

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

We recommend you consolidate your holdings under the same name, address and tax identification number, if possible. This will eliminate some duplication of mailings and reduce costs. Please contact your nominee to consolidate accounts, or our transfer agent, Computershare, at (800) 662-7232, as applicable.

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

A broker nominee generally may not vote on "non-routine" matters without receiving your specific voting instructions. A "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. At the annual meeting, your broker nominee will not be able to submit a vote on the election of directors, the advisory votes on named executive officer compensation, the amendment to our certificate of incorporation or the approval of our 2019 Equity Incentive Plan unless it receives your specific instructions. If your broker nominee does not receive your specific instructions for these proposals, it will submit a broker non-vote. The broker nominee will, however, be able to vote on the ratification of the selection of our independent auditors even if it does not receive your instructions, so we do not expect any broker non-votes will exist in connection with such proposal.

~~Discretionary authority.~~ If you are a stockholder of record and you properly submit your proxy card without making any specific selections, your shares will be voted on each matter before the annual meeting in the manner recommended by our board. If other matters not included in this proxy statement properly come before the annual meeting, the persons named on the proxy card, or otherwise designated, will have the authority to vote on those matters for you as they determine, to the extent permitted by Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. If you are a beneficial owner of shares held in street name, please see the discussion above regarding broker non-votes and the rules related to voting by broker nominees.

~~Vote required.~~ ~~The required vote for each of the proposals expected to be acted upon at the annual meeting is described below.~~

~~Results of the voting.~~ We expect to announce the preliminary voting results at the annual meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which we are required to file with the Securities and Exchange Commission, or the SEC, within four business days following the annual meeting.

~~Costs of solicitation and solicitation participants.~~ We will pay the costs of soliciting proxies. We will solicit proxies by email from stockholders who are our employees or who previously requested to receive proxy materials electronically. Our directors, our officers and our employees also may solicit proxies on our behalf, personally, electronically or by telephone, facsimile or mail or other means, without additional compensation. We may request that brokerage firms, banks and other agents forward proxy materials to beneficial owners and we would reimburse such institutions for their out-of-pocket expenses incurred.

We may also utilize the assistance of third parties in connection with our proxy solicitation efforts, and we would compensate such third parties for their efforts. We have engaged one such third party, MacKenzie Partners, to assist in the solicitation of proxies and provide related advice and informational support, for service fees of up to $20,000 and the reimbursement of certain expenses.

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

The percentage of common stock beneficially owned by each person is based on 155,633,473 shares of common stock outstanding on April 2, 2019. Shares of common stock that may be acquired within 60 days following April 2, 2019 pursuant to the exercise of options or the vesting of restricted stock units, or 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 and are not deemed to be outstanding for computing the percentage ownership of any other holder shown in the table. Beneficial ownership representing less than one percent is denoted with an "*."

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in theSummary Compensation Table, or our named executive officers. Provided below are material factors we believe are relevant to an analysis of these policies and decisions. Our named executive officers for ~~2018~~2020 were:

~~2018 was a year of extraordinary change at Ironwood.~~ ~~On May 1, 2018, we announced our intent toseparate our sGC business from our gastrointestinal, or GI, business and create two independent, publicly-traded companies~~ ~~(Ironwood and Cyclerion). On April 1, 2019, we announced the completion of this transaction. Effective upon the Separation, Mark Mallon became~~ interim chief executive ~~officer of Ironwood, succeeding Ironwood's co-founder Peter Hecht. Ironwood is now a GI-focused healthcare company. Mr. Mallon's compensation is disclosed on page 38. However, this~~~~compensation discussion and analysis~~ ~~primarily focuses on the compensation of our named executive officers with respect to 2018.~~

~~Our executive officer compensation program remains focused on linking the ultimate value of our executive's compensation to our stockholders' returns. With this philosophy,we seek to attract and motivate owner-oriented employees, align their interests with those of our stockholders and create long-term stockholder value.~~ The three primary elements of our executive officer compensation program are base salary, cash bonus and long-term equity incentive compensation. Both annual bonus payments and the value of long-term equity incentive award grants are determined based on the achievement of pre-established performance goals. Long-term equity incentive compensation represents a significant percentage of each named executive officer's total direct compensation. We believe this emphasis on equity strongly reinforces the concept of "pay for performance," as the single largest component of pay is tied to future increases in the value of our stock. Additionally, in early 2019,~~we adopted a clawback policy~~ ~~that provides that our board of directors may recover from our current and former executive offers certain incentive compensation under certain conditions upon a financial restatement.~~

In addition, the pay opportunity in 2018 of our former chief executive officer, Dr. Hecht, demonstrated the strong alignment of our compensation program with our stock's performance. Pay opportunity includes base salary, target bonuses and grant-date fair value of stock options awarded in this time frame. Dr. Hecht has also consistently declined increases in his base salary and, until 2019, the receipt of cash bonuses, and he continued to earn the salary of $100,000 per year that he was first awarded 20 years ago in 1998.

~~Successfully implemented a test market strategy for the lesinurad franchise, ultimately informing the decision to terminate~~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 ~~license agreement with AstraZeneca.~~

~~In determining compensation for our named executive officers, our compensation and HR committee emphasizes~~2020, the achievement of ~~our corporate goals designed to drive and maximize stockholder value. We made strong progress in 2018, including the achievement of certain stretch goals. As a result,our 2018 company performance achievement multiplier,~~ which ~~we used as a key consideration in determining executive compensation for 2018 performance, was 100%, as determined by the compensation and HR committee~~.

The following table summarizes the compensation actions taken by our compensation and HR committee for each of our named executive officers in recognition of the company's and his or her performance in 2018 and to motivate him or her to achieve our 2019 goals.

Because of our stock price performance, Dr. Hecht's realizable pay over the past five years has significantly trailed his disclosed pay opportunities as shown in the chart below. Dr. Hecht's realizable pay is approximately 8.5% of the pay opportunity provided to him from 2014 through 2018, reflecting the heavy emphasis on stock options during this period. The weighted average exercise price of his option grants for 2014 through 2018 is $14.01, as compared to our 2018 fiscal year-end closing stock price of $10.36 on December 31, 2018. Because the vast majority of Dr. Hecht's options were underwater at fiscal year-end, his realizable pay attributable to these awards as of such date totaled $106,800. Combined with his base salary of $100,000 per year and no cash bonus payouts during this

~~five-year period other than for 2018, which was paid in 2019, his total five-year realizable value as of our 2018 fiscal year-end was approximately $1.8 million.~~

Further, Dr. Hecht's total realizable pay from 2016 through 2018 shows a strong connection to our total stockholder return, or TSR, relative to our peer group, as shown in the graph below. Data points that are within the shaded area designate peer group companies that exhibit pay-for-performance alignment (meaning less than 25 percentage point difference between CEO realizable pay percentile and company TSR percentile).

This analysis shows that Dr. Hecht's realizable compensation compared to CEOs of our peer companies trailed our relative TSR position for 2016 through 2018. We believe this analysis is appropriate for assessing our pay and performance alignment for the following reasons:

For 2018, allocations of cash and equity awards were, in large part, dependent upon our meeting certain weighted corporate performance goals. We work thoughtfully with our compensation and HR committee and other members of our board of directors to establish what we believe are challenging corporate goals thatwould further the accomplishment of our long-term business plan. These goals included LINZESS net sales growth as well as the attainment of certain financial targets, in each case, based on the Company's board-approved operating plan for 2020. In early ~~2018,~~2020, our compensation and HR committee approved the relative weighting of our corporate performance goals for ~~2018.~~2020.

~~Dr. Hecht's performance evaluation was~~Our named executive officers (except Mr. Mallon) were evaluated based ~~primarily~~ on the level of achievement of the ~~2018 corporate goals. Our other executive officers were evaluated on the achievement of the 2018~~2020 corporate goals and their achievements in 2020, including additional individual goals that contributed toward, and related directly to, the accomplishment of the ~~2018~~2020 corporate goals. ~~Our~~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 ~~2018~~2020 corporate and individual goals (as applicable) was used, ~~to determine compensation~~in part, in determining salary adjustments and cash bonus awards ~~and adjustments~~ for our named executive officers in early ~~2019. These~~2021.

As described in more detail elsewhere in this proxy statement under Compensation Determination Process, beginning in 2021, our board became responsible for assessing the Company's performance against its pre-determined corporate goals. Thus, in January 2021, our board determined that the 2020 company performance achievement multiplier, which was used as a key consideration in determining executive compensation awarded for 2020 performance, was 101%. When assessing corporate performance for 2020, our board noted that certain of our corporate goals ~~and~~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 ~~actual~~named executive officers in 2020.

The level of achievement ~~of these~~against our 2020 corporate performance goals, as determined by our board in ~~2018, are~~early 2021, was as follows:

In ~~addition to~~support of the above corporate goals, the company achieved certain stretch goals, including the progress made towards the Separation, as well as better-than-planned acceleration of our pipeline product candidates. The Separation was a transformative transaction that has the potential to unlock value for shareholders and was a substantial addition to the originally planned corporate activity. Therefore, the Separation and the other stretch goals achieved in connection with the acceleration of our pipeline resulted in a total company performance achievement multiplier of 100% for 2018, as determined by the compensation and HR committee.

~~In addition to the 2018~~2020 corporate goals identified above, ~~for which~~at the beginning of 2020 as well as throughout 2020 in response to changes in the business, Mr. Mallon assigned ownership of a specific subset of goals to each of our named executive officers, ~~was directly accountable, the following is a summary of the 2018 individual goals for our named executive officers set in early 2018, other than Dr. Hecht:~~as follows:

~~Name~~		~~Summary of Individual Goals~~

~~Thomas A. McCourt~~		• ~~Serve as an enterprise leader and strategic partner to the chief executive officer in all parts of our business~~
		• ~~Serve as strategic leader on all commercial decisions and appropriately manage investments and expenses to enable the company to meet its objectives and be positioned to achieve its long-term goals~~
		• ~~Build brand awareness and appropriate growth, while enhancing the global brand for linaclotide through close collaboration with partners and other members of senior management~~
		• ~~Drive demand for LINZESS and build the gout franchise through sales of ZURAMPIC and DUZALLO and the emerging products in the pipeline~~
		• ~~Deliver LINZESS net sales and commercial contribution while maintaining a culture of compliance excellence~~
		• ~~Drive the strategic roadmap for DUZALLO, including the successful completion of the lesinurad test market strategy, while maintaining a culture of compliance excellence~~
		• ~~Lead and guide the company to execute the Separation and to position the companies for success~~
		• ~~Lead the commercial field sales force in successfully commercializing our products, while maintaining a culture of compliant, patient centered care~~
		• ~~Drive value creation in the evaluation and, when appropriate, pursuit of business development opportunities for the organization through effective cross functional collaboration and strategic guidance~~
		• ~~Evolve our culture of ownership, collaboration and innovation to drive incremental value for the company~~
		• ~~Create integrated workforce, talent and capability plans that position us to execute our goals and longer-term strategy~~
~~William Huyett~~		• ~~Serve as an enterprise leader and strategic partner to the chief executive officer in all parts of our business~~
		• Serve as strategic leader on all operational decisions and appropriately manage investments and expenses to enable the company to meet its objectives and be positioned to achieve its long-term goals while maintaining a culture of compliance
		• ~~Drive value creation in the evaluation and when appropriate, pursuit of business development opportunities for the organization through effective cross-functional collaboration and strategic guidance~~
		• ~~Evolve our culture of ownership, collaboration and innovation to drive incremental value for the company~~
		• ~~Create integrated workforce, talent and capability plans that position us to execute our goals and longer-term strategy~~
		• ~~Lead and guide the company to execute the Separation and to position the companies for success~~
		• ~~Represent Ironwood within the investment community including the value creation of the company product and pipeline products~~

In early ~~2019, Dr. Hecht~~2021, Mr. Mallon evaluated ~~each named executive officer's~~the individual performance in ~~2018~~2020 of each of the named executive officers (other than himself) and provided feedback and made recommendations to our compensation and HR committee. The committee then determined the named executive officers' compensation, taking into account Ironwood's level of achievement of its corporate goals as ~~well as~~determined by our board and the fact that each named executive officer strongly met or exceeded ~~all or substantially all~~performance expectations for 2020, as well as peer group and other market data from the competitive assessment undertaken by our compensation and HR committee's independent compensation consultant, Aon, as discussed below.

Additional information on the basis for decisions about 2020 compensation relating to our named executive officers is available throughout this section and elsewhere in this proxy statement under the captions Role of ~~his or her respective individual goals for 2018.~~the Compensation and HR Committee and Role of the Compensation Consultant: Benchmarking and Peer Group Analysis.

Compensation Decisions for 2020 and 2021

Named Executive Officer Compensation Program

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

Base Salary

Base salaries are determined at an executive's commencement of employment and are generally re-evaluated annually and adjusted, if warranted, to realign salaries with market levels or in connection with promotions or other changes in role and to reflect the performance of the named executive officer. In determining whether to adjust or recommend an adjustment to a named executive officer's base salary, our compensation and HR committee takes into consideration factors such as our corporate performance

~~Table of Contents~~

in prior years, general economic factors and compensation parity among our named executive officers, as well as the abilities, performance and experience of ~~our~~the named executive ~~officers.~~officer. Our compensation and HR committee also reviews our named executive officers' past compensation at the company and market data.

~~Dr. Hecht's salary of $100,000 represents the salary that he has received since he began serving as chief executive officer~~ Beginning in ~~1998, and his compensation was reviewed and approved annually by our compensation and HR committee. In each of January 2019 and January 2018,~~2021, our compensation and HR committee ~~recommended an increase to Dr. Hecht's base salary to be market competitive with his peers, but Dr. Hecht declined to accept such increase. Our~~recommends, and our board approves, compensation determinations for our chief executive officer. Please see Role of the Compensation and HR ~~committee recognizes that Dr. Hecht's cash compensation has been well below his market peers but believes that~~Committee and Role of the ~~emphasis on stock ownership significantly aligns his interests with those of our stockholders~~Compensation Consultant: Benchmarking and ~~the creation of long-term stockholder value.~~Peer Group Analysis for further information.

In January ~~2018,~~2020, our compensation and HR committee reviewed and approved ~~the following~~ base salaries for ~~2018~~2020 for ~~our named executive officers other than Dr. Hecht: Dr. Currie received a $15,000 increase in base salary from $470,000 to $485,000~~Mr. Mallon, Ms. Consylman and Mr. ~~McCourt received a $15,000 increase from $450,000 to $465,000.~~McCourt. The ~~increase~~increases in base salary for ~~each of Dr. Currie~~Mr. Mallon, Ms. Consylman and Mr. McCourt ~~was~~were based on our compensation and HR committee's determination that we achieved ~~84%~~130% of our corporate goals in ~~2017~~2019 and, in the case of Ms. Consylman and Mr. McCourt, recognition ~~of their~~that each ~~meeting or exceeding~~executive far exceeded all or substantially all of ~~their~~her or his respective individual ~~and corporate performance~~ goals ~~in 2017. This determination~~for 2019. These base salary determinations also took into account peer group and other market data from the PMAon competitive assessment discussed below. ~~Ms. Consylman's~~In addition, the increase in base salary ~~reviewed and approved by~~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 in November 2017, remained $415,000 for 2018 due to the substantial completion of calendar year 2017 at the time of her promotion to senior vice president and chief financial officer. Mr. Huyett's initial base salary, reviewedalso ratified and approved by2020 base salaries for Mr. Rickard and Dr. Shetzline, in connection with their respective designation as executive officers of the company. In ratifying and approving Mr. Rickard and Dr. Shetzline's respective base salaries, our compensation and HR committee considered a number of factors, including each of Mr. Rickard and Dr. Shetzline's backgrounds, the compensation paid to executives in ~~December 2017, was $465,000. Mr. Huyett did not receive an increase 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

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Base salary information for 2020 compared to base salary ~~due to the short period~~information for 2019 for our named executive officers, as applicable, is as follows:



Named Executive Officer	2019 Base Salary			2020 Base Salary			Increase ($)			Increase (%)

Mark Mallon		$	750,000		$	772,500		$	22,500		3	%
Gina Consylman		$	480,000		$	494,400		$	14,400		3	%
Thomas McCourt		$	520,000		$	556,400		$	36,400		7	%
Jason Rickard		*			$	456,750		*			*
Michael Shetzline, M.D., Ph.D.		*			$	448,050		*			*

* Mr. Rickard and Dr. Shetzline became executive officers of ~~time between his joining~~ Ironwood ~~and our compensation and HR committee's 2018 base salary review.~~effective April 17, 2020.

In ~~January 2019,~~February 2021, our compensation and HR committee reviewed and approved ~~the following~~ base salaries ~~for 2019~~ for our named executive officers ~~other than Dr. Hecht: Ms. Consylman received a $65,000 increase in~~for 2021. Base salary information for 2021 compared to base salary ~~from $415,000 to $480,000, Dr. Currie received a $15,000~~information for 2020 for each of our named executive officers is as follows:



Named Executive Officer	2020 Base Salary			2021 Base Salary			Increase ($)			Increase (%)

Gina Consylman		$	494,400		$	509,400		$	15,000		3	%
Thomas McCourt		$	556,400		$	573,200		$	16,800		3	%
Jason Rickard		$	456,750		$	484,200		$	27,450		6	%
Michael Shetzline, M.D., Ph.D.		$	448,050		$	484,000		$	35,949		8	%

The compensation and HR committee did not recommend, and the board did not increase, inMr. Mallon's base salary in 2021 because Mr. Mallon had provided notice of his intent to resign from ~~$485,000 to $500,000,~~the company at the time salary determinations for 2021 were made. Information on Mr. ~~McCourt received a $20,000 increase from $465,000 to $485,000, and Mr. Huyett received a $20,000 increase in base salary from $465,000 to $485,000. The increase in base~~McCourt's salary for ~~Ms. Consylman~~his service as our interim chief executive officer beginning in ~~2019 includes adjustments to better align her base salary with~~March 2021 is available elsewhere in this proxy statement under the ~~external market and her internal peers.~~caption Chief Executive Officer Transition.

Cash Bonus

Our cash bonus program is designed to reward the achievement of our annual corporate goals and ~~in the case of our executive officers other than Dr. Hecht,~~ 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 ~~cash~~target bonus award, expressed as a percentage of an executive's base salary, is ~~made~~determined annually and is based on the extent to which we achieved our corporate goals for the preceding year, as well as the executive's individual performance in that year against his or her individual goals. In ~~2018, consistent with 2017, each~~2020, Mr. Mallon's target bonus was 75% of ~~our~~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 as executive officers ~~had a~~in April 2020, the compensation and HR committee ratified and approved Mr. Rickard and Dr. Shetzline's target bonus ~~target of~~percentages for 2020, which for Mr. Rickard was 50% of his ~~or her~~base salary and for Dr. Shetzline was 40% of his base salary. We believe that these target bonus percentages align the target cash compensation of our named executive officers with that of our peers, place appropriate emphasis on achievement of our annual performance objectives and facilitate ~~both~~ recruiting, retaining and motivating our executive officers.

~~Additionally, for~~36 Ironwood

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For each of our named executive officers, ~~other than Dr. Hecht,~~ 70% of each cash bonus award paid in ~~2019~~2021 for ~~2018~~2020 performance was based solely on the achievement of our corporate goals and 30% was based on the named executive officer'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 of our corporate ~~goals and our executive officers' individual~~

~~Table of Contents~~

goals. ~~Therefore, to calculate the bonus amount payable, the bonus target was multiplied~~In recommending for approval by the ~~company~~board the amount of Mr. Mallon's cash bonus to be paid in 2021 for 2020 performance, our compensation and HR committee equated Mr. Mallon's individual performance to the company's 2020 performance achievement multiplier of 101%. The board reviewed and ~~30%~~followed this recommendation in approving Mr. Mallon's cash bonus award for 2020 performance, which he remained eligible to receive as a result of ~~that figure was further modified by multiplying such amount by~~being employed as our chief executive officer on the ~~executive officers' individual performance achievement multiplier. This approach was intended to closely align~~date cash bonus awards ~~to the achievement of our corporate goals, while taking into account individual~~for 2020 performance ~~and providing structure and clarity to the calculation of our executive bonuses. As~~were paid in ~~2017, in 2018 the company performance achievement multiplier was between 0% and 150% and the individual performance achievement multiplier was between 0% and 200%.~~ 2021.

The following summarizes the calculation of our named executive officers' cash bonus awards paid in ~~2019~~2021 for ~~2018 performance, other than Dr. Hecht:~~2020 performance:

Component Calculation

~~50% Bonus Target~~

Company Performance
Only Component
(Weighted 70%)

70% Weighting

Target Bonus

~~50% Bonus Target~~
×

~~Company~~Corporate Performance
Achievement Multiplier

~~Company Performance~~

~~Actual Bonus~~Company Performance
Only Component Payout

~~Achievement Multiplier~~
×

~~Individual Performance~~
~~Achievement Multiplier~~

~~70% Weighting~~

~~30% Weighting~~

Company and Individual
Performance Component
(Weighted 30%)

30% Weighting

Target Bonus

Corporate
Performance
Achievement
Multiplier

Individual
Performance
Achievement
Multiplier

Company and
Individual Performance
Component Payout

Total Annual
Bonus Payout

This approach was intended to closely align cash bonus award payouts with the achievement of our corporate goals, while taking into account individual performance (or, in the case of Mr. Mallon, equating company performance with individual performance) and making bonus determinations in a transparent way. As described above, the company performance achievement multiplier for 2020 was 101%. In ~~January 2019,~~February 2021, our compensation and HR committee determined that each of our named executive officers, other than Mr. Mallon, strongly met or exceeded performance expectations for 2020, 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%): Ms. Consylman, 120% individual performance, resulting in actual bonus to target bonus ratio of 107%; Mr. McCourt, 120% individual 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%. As described above, our compensation and HR committee also recommended and our board determined that Mr. Mallon's individual performance achievement multiplier was 101% on the basis that such multiplier was equal to the corporate performance achievement multiplier of 101%. The compensation and HR committee (or the board, in the case of Mr. Mallon) reviewed and approved the following bonuses for ~~2018~~2020 performance for our named executive ~~officers other than Dr. Hecht, each of whom met or exceeded all or substantially all of their respective individual goals for 2018:~~officers:

Executive Officer
Annual Cash Bonus for
2018 Performance
Gina Consylman
$ 207,500
Mark G. Currie, Ph.D.
$ 242,500
Thomas A. McCourt
$ 232,500
William Huyett
$ 232,500



Named Executive Officer	Annual Cash Bonus for 2020 Performance

Mark Mallon		$	585,169
Gina Consylman		$	264,652
Thomas McCourt		$	357,409
Jason Rickard		$	258,338
Michael Shetzline, M.D., Ph.D.		$	194,588

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In ~~January 2019, Dr. Hecht was awarded a~~addition to the annual cash bonus for 2020 performance described above, in January 2020, Dr. Shetzline received a payment of ~~$1,192,500 based primarily~~$100,000, reflecting the second installment of his sign-on bonus under the terms of his employment offer letter.

Long-Term Equity Awards

Long-term equity incentive compensation granted in 2020 represented, on average, approximately 70% of each named executive officer's total compensation for the year (based on the ~~achievement~~grant date fair value of ~~100%~~equity awards, with PSU awards measured at target). We believe this emphasis on equity, and particularly performance-based equity, strongly reinforces the principle of "pay for performance", and closely ties our ~~2018 corporate goals, including certain stretch goals. While our compensation and HR committee has historically granted Dr. Hecht stock options in lieu of an increase~~executives' pay outcomes to base salary and cash bonus, and to keep his overall compensation competitive with that of his peers, Dr. Hecht accepted a portion of his compensation in the form of the aforementioned cash payment, rather than stock options, due to limitations on annual equity grants to individuals under our equity incentive plans.

~~Annual Equity Awards~~

stockholder value creation. We also use equity awards as our incentive vehicle for long-term compensation to attract, reward and ~~motivate~~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 ~~a manner that best aligns their interests with~~the first quarter of each year based on our ~~stockholders' interests.~~performance in the prior year. Throughout the year, our compensation and HR committee may award additional grants as circumstances warrant. Our compensation and HR committee does not apply a rigid formula in allocating equity awards to our named executive officers as a group or to any particular named executive officer, but sets ~~the~~an equity pool each year based on ~~achievement of our corporate goals. Individual equity award amounts are then determined based on, among~~peer group and other ~~factors,~~market data from the Aon competitive assessment discussed below. In addition to peer group and market data, ~~and~~ our compensation and HR committee ~~adjusts these amounts after considering~~also considers other factors, including input from ~~PM, relative company performance~~Aon and ~~in the case~~amount of ~~our executive officers other than Dr. Hecht, individual performance.~~

~~Historically, we have granted such awards in February or March of each year based on our performance in the prior year. Our~~unvested equity held by a named executive ~~officers have a choice~~officer, in determining the size of ~~the composition of their annual~~individual equity ~~awards and can select from the following choices: 100% stock options; 75% stock options and 25% RSUs; or 50% stock options and 50% RSUs. Throughout the year,~~awards.

2020 Annual Equity Awards

In 2020, our compensation and HR committee ~~may award additional grants as circumstances warrant.~~

~~Table~~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 ~~Contents~~

~~We believe that time-based stock options are inherently performance-based, as they provide value~~PSUs and RSUs to ~~the recipient only if there is future stock price appreciation and do not provide any value if the stock price declines below the exercise price. This results in a close alignment of~~ our named executive ~~officers' compensation, particularly that of Dr. Hecht, with~~officers, the value of our long-term stockholders' investment in Ironwood. Dr. Hecht has long been a substantial stockholder in the company, currently beneficially owning nearly 3.5% of our total outstanding stock as of April 2, 2019 (as calculated in the beneficial ownership table beginning on page 6).

~~In January 2018, our~~ compensation and HR committee ~~determined~~sought to design a 2020 executive equity compensation program that ~~we achieved 84%~~provides the appropriate combination of equity awards to incentivize performance, align executive interests with those of our ~~2017 corporate goals. Dr. Hecht was granted an annual~~stockholders, and encourage executive retention.

To facilitate the transition in 2020 from the use of stock ~~option award of 390,000 shares based primarily~~options, which vested on ~~this achievement of our corporate goals, as well as an additional stock option award of 190,000 shares in lieu of~~ a ~~cash bonus~~monthly basis, to PSUs, which were subject to two or ~~salary increase. Ms. Consylman, Dr. Currie and Mr. McCourt met or exceeded all or substantially all of their respective individual goals in 2017. Each of~~three year performance periods, 2020 RSU grants to our named executive officers ~~other than Dr. Hecht was awarded the following stock option and RSU awards based on performance during 2017:~~

Executive Officer*
2018 Annual Stock Option
Grant for 2017
Performance
(# of Shares of
Common Stock
Subject to Stock
Options) 2018 Annual RSU
Grant for 2017
Performance
(# of Shares of
Common Stock
Subject to RSUs)
Gina Consylman
60,000 30,000
Mark G. Currie, Ph.D.
215,000 —
Thomas A. McCourt
131,250 21,875

*: ~~Ms. Consylman became chief financial officer of the company in November 2017.~~

These stock options and RSUs were granted on February 21, 2018 under our 2010 Plan. The stock options have an exercise price of $14.55 per share (the closing price of our common stock on the Nasdaq Global Select Market on the grant date).

In connection with Ms. Consylman's promotion to chief financial officer in November 2017, in January 2018, Ms. Consylman was granted an additional 15,000 stock options and 7,500 RSUs, each for shares of our common stock under our 2010 Plan. The stock options have an exercise price of $15.27 per share (the closing price of our common stock on the Nasdaq Global Select Market on the grant date). Subject to Ms. Consylman's continued employment with the company, (i) the stock options will vest monthly over four years as to 1/48th of the total shares following the date of Ms. Consylman's promotion, and (ii) the RSUs will vest as to ~~25%~~approximately 33% of the underlying shares on each approximate anniversary of the grant ~~thereof.~~

Mr. Huyett was not eligible to receive an annual equity award in fiscal year 2018 due to the substantial completion of fiscal year 2017 when he joined Ironwood in December 2017, and instead received an initial grant in early fiscal year 2018. In January 2018, Mr. Huyett was granted 337,500 stock options and 56,250 RSUs. The stock options have an exercise price of $15.27 per share (the closing price of our common stock on the Nasdaq Global Select Market on the grant date). The stock options will vest over four years as to 25%date of the ~~shares~~award. Performance goals underlying 2020 PSU awards must be achieved over a two to three-year performance period based, in part, on the first anniversary of Mr. Huyett's start date and as to 1/48th of the total shares each month thereafter for the next 36 months, and the RSUs will vest as to 25% of the award on each anniversary of the grant date.

~~In January 2019,~~ our long-range operating plan. Our compensation and HR committee ~~determined that we achieved 100%~~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 ~~our 2018 corporate~~one or more additional NDAs through internal development or acquisition of development-stage or commercial-stage programs, or NDA Acceptance PSUs;
2): Growing revenue and controlling expenses as measured by cumulative adjusted organic EBITDA, or Adjusted EBITDA PSUs; and
3): Realizing rTSR goals, including certain stretch goals. Dr. Hecht was granted an annual stock option award of 1,000,000 shares based primarily on the achievement of our 2018 corporate goals and to align his total compensation to be market competitive with his peers. In addition, Ms. Consylman,or 2020 rTSR PSUs.

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~~Dr. Currie, Mr. McCourt~~The 2020 PSUs use the following metrics, weighting and ~~Mr. Huyett also met or exceeded all or substantially~~vesting opportunity:



Performance Metric	Weight	Performance Period	Threshold Goals (50% attainment)	Target Goals (100% attainment)	Stretch Goals (200% attainment)

NDA Acceptance PSUs	40%	Ending December 2022	N/A	Acceptance by the U.S. FDA of an NDA for IW-3718 or other internal or external development program	Acceptance by the U.S. FDA of two NDAs, including IW-3718 and/or other internal or external development programs
Adjusted EBITDA PSUs	30%	2020 - 2021 Cumulative Target	Threshold cumulative adjusted organic EBITDA through 2021	Target cumulative adjusted organic EBITDA through 2021	Stretch target cumulative adjusted organic EBITDA through 2021
2020 rTSR PSUs	30%	Ending December 2022	rTSR at the 25^th percentile compared to rTSR peer group through 2022	rTSR at the 50^th percentile compared to rTSR peer group through 2022	rTSR at the 75^th 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 47^th percentile relative to this custom peer group. Our compensation and HR committee then approved the following custom rTSR measurement peer group for the 2020 rTSR PSUs, which included all of our executive compensation peers at the time the custom rTSR peer group was designated:

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

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


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

Mark Mallon		221,061			221,061
Gina Consylman		68,327			68,327
Thomas McCourt		100,482			100,482
Jason Rickard		60,289			60,289
Michael Shetzline, M.D., Ph.D.		48,875	*		48,875	*

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

In connection with their ~~respective individual goals~~designation as executive officers of the company in ~~2018. Accordingly,~~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 ~~January~~2020 had vested.

2021 Annual Equity Awards

In early 2021, our compensation and HR committee again determined, as it had in 2020, that the annual long-term equity incentive compensation awards for our named executive officers should consist of an approximately even number of PSUs and RSUs. The compensation and HR committee chose rTSR performance as the sole PSU performance metric in our 2021 executive equity compensation program to further tie the compensation of our named executive officers to stockholder value. Aon assisted the compensation and HR committee with identifying a peer group specifically for purposes of the rTSR measurement goal related to the PSUs granted in 2021, or the 2021 rTSR PSUs, which group differed from the peer group selected for the 2020 rTSR PSUs. At the time they were designated, the peer group identified for the purposes of the 2021 rTSR PSUs consisted of commercial pharmaceutical and biotechnology companies that ranged between $750 million and $10 billion in market capitalization; Ironwood's market capitalization at that time was at the 39^th percentile relative to this custom peer group. Our compensation and HR committee then approved the following custom rTSR measurement peer group for the 2021 rTSR PSUs, which included all of our executive compensation peers with the exceptions of Akcea Therapeutics, Inc., which was acquired, and Horizon Therapeutics plc, which had exceeded the market capitalization range at the time the 2021 rTSR PSU peer group was designated:

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ACADIA Pharmaceuticals, Inc.		Jazz Pharmaceuticals plc
Acceleron Pharma Inc.		Karyopharm Therapeutics Inc.
Agios Pharmaceuticals, Inc.		Kronos Bio, Inc.
Alkermes plc		Ligand Pharmaceuticals Incorporated
Amarin Corporation plc		MannKind Corporation
Amicus Therapeutics, Inc.		MiMedx Group, Inc.
Amphastar Pharmaceuticals, Inc.		Neurocrine Biosciences, Inc.
Biohaven Pharmaceutical Holding Company Ltd.		Ocular Therapeutix, Inc.
bluebird bio, Inc.		Omeros Corporation
Blueprint Medicines Corporation		OPKO Health, Inc.
Coherus BioSciences, Inc.		Pacira BioSciences, Inc.
Corcept Therapeutics Incorporated		Perrigo Company plc
Deciphera Pharmaceuticals, Inc.		Prestige Consumer Healthcare Inc.
Emergent BioSolutions Inc.		PTC Therapeutics, Inc.
Endo International plc		Radius Health, Inc.
Epizyme, Inc.		Revance Therapeutics, Inc.
Esperion Therapeutics, Inc.		Sage Therapeutics, Inc.
Exelixis, Inc.		Sorrento Therapeutics, Inc.
Global Blood Therapeutics, Inc.		Supernus Pharmaceuticals, Inc.
GW Pharmaceuticals plc		Taro Pharmaceutical Industries Ltd.
Halozyme Therapeutics, Inc.		Theravance Biopharma, Inc.
Harmony Biosciences Holdings, Inc.		United Therapeutics Corporation
Heron Therapeutics, Inc.		Veracyte, Inc.
Insmed Incorporated		Vericel Corporation
Intercept Pharmaceuticals, Inc.		Viela Bio, Inc.
Ionis Pharmaceuticals, Inc.		Zogenix, Inc.

In February 2021, 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 2021 vest as to approximately 25% of the underlying shares on each approximate anniversary of the grant date of the award, which is the vesting schedule typically used for RSU awards granted to employees. As stated previously, the 2021 PSU awards are subject to a single rTSR performance goal, which is measured over a three-year performance period ending December 31, 2023.

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The RSU and PSUs granted to our named executive officers (other than Mr. Mallon) in February and March of 2021, respectively, were as follows:


Named Executive Officer	2021 Annual PSU Grant (# of Shares of Class A common stock Subject to PSUs) (at target)	2021 Annual RSU Grant (# of Shares of Class A common stock Subject to RSUs)

Gina Consylman	84,541	84,951
Thomas McCourt	144,927	145,631
Jason Rickard	84,541	84,951
Michael Shetzline, M.D., Ph.D.	57,971	58,252

In making its determinations with respect to the size of equity awards awarded to each of our named executive officers, ~~other than Dr. Hecht was awarded the following stock option and RSU awards under our 2010 Plan based on performance during 2018:~~

Executive Officer
2019 Annual Stock Option
Grant for 2018
Performance
(# of Shares of
Common Stock
Subject to Stock
Options) 2019 Annual RSU
Grant for 2018
Performance
(# of Shares of
Common Stock
Subject to RSUs)
Gina Consylman
145,000 72,500
Mark G. Currie, Ph.D.
600,000 —
Thomas A. McCourt
345,000 —
William Huyett
258,750 43,125

~~The stock options have an exercise price of $12.90 per share (the closing price of our common stock on the Nasdaq Global Select Market on the grant date).~~

Ms. Consylman, Dr. Currie, Mr. McCourt, and Mr. Huyett were each granted 12,000 RSUs in July 2018 in recognition of service to the company in connection with work critical to the Separation. Subject to continued service with the company, the RSUs will vest in full on May 9, 2019.

~~Executive Severance Agreements~~

~~Our board, through~~ our compensation and HR committee periodically assesses our executive severance arrangements to, among other things, ensure that such benefits are competitive with those of our peers. In 2018, our compensation and HR committee made the determination to amend and restate the severance arrangements with each of our executive officers the terms of which had been in place since 2015. Our compensation and HR committee, following discussions with PM, believed the existing severance arrangements were not consistent with those in ourtook into account peer group and other market data from the Aon competitive assessment discussed below, as well as other factors including each executive's current equity holdings, expected future contributions and retention. Mr. Mallon did not ~~reflect our compensation structure, which~~receive equity awards in 2021 because he had ~~historically been more heavily weighted~~provided notice of his intent to resign from the company at the time annual equity over cash. We believe the amended and restated arrangements better align our executive severance practices with those of our peers, which is particularly important as we seek to recruit top talent from companies like our peers, to retain our key executives and to foster our performance-driven culture aimed at setting and achieving aggressive, high-value goals.awards were granted.

~~Under~~Executive Severance Agreements and Benefits in the ~~amended and restated~~Event of a Change of Control

The severance arrangements that we have with our named executive officers, ~~are eligible to receive certain payments and~~as well as other benefits provided in the event of ~~an involuntary termination without "cause" or~~ a ~~"constructive termination" (each as defined below~~change of control, are described elsewhere in this proxy statement under the ~~caption~~captions Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of ~~Control—Named Executive Officer Severance Arrangements~~~~), and enhanced payments and benefits in the event of a "change of control termination" (as defined below under the caption~~~~Potential Payments Upon Termination or Change of Control—Named Executive Officer Severance Arrangements)~~Control. ~~These~~Severance benefits are only payable if the named executive officer has complied with all of our rules and policies, has executed a separation agreement that includes a release of claims and complies with his or her post-employment ~~non-disclosure, non-competition~~nondisclosure, noncompetition and non-solicitation obligations.

We believe that offering these payments and benefits assists us in recruiting, retaining and motivating executive officers, facilitates the operation of our business, allows our named executive officers to better focus their time, attention and capabilities on our business, and provides for a clear and consistent approach to managing ~~involuntary~~ departures with mutually understood separation benefits. ~~A further description of the severance arrangements is set forth below under the caption~~~~Potential Payments Upon Termination or Change of Control—Named Executive Officer Severance Arrangements~~.

~~Table of Contents~~

Other Compensation

We maintain broad-based benefits, ~~that are provided to all employees,~~ including health insurance, life and disability insurance, dental insurance, fitness and transportation stipends, and a 401(k) plan with a 75% matching company contribution on the first $8,000 of an employee's annual ~~contribution.~~contribution, which are provided to all employees.

We also maintain a relocation program under which we make certain benefits available to newly hired and existing employees, including our named executive officers, who are relocating to accept a new position with ~~Ironwood.~~the company. Our relocation program covers reasonable expenses associated with the move and certain relocation services, including, as applicable, temporary housing assistance payments and a lump-sum relocation allowance, departure home sale assistance, rental assistance, new home search assistance, home purchase assistance, moving of household goods and vehicles assistance, and reimbursement of final trip expenses to the new area. We also provide tax assistance to our relocating employees to cover the costs associated with certain non-deductible relocation expenses, as we believe that this benefit is important to our ability to attract ~~and motivate~~ 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 ~~12 months following the payment date~~specified repayment periods.

2021 Proxy Statement 43

Table of ~~their last relocation reimbursement.~~Contents

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

~~Compensation to Mark Mallon~~Chief Executive Officer Transition

Effective March 12, 2021, Mr. Mallon ~~who was recruited to become the~~resigned from his position as our chief executive officer of Ironwood following the completion of the Separation, joined the company on January 4, 2019. In order to compensate him, in part, for outstanding equity he forfeited by leaving his previous employer and ~~to align his interests with shareholders, his initial compensation includes certain one-time cash and equity awards. The terms of his offer letter provide for the following:~~

•

~~an initial base salary of $750,000 per year,~~

•

~~an annual bonus target of 75% of his base salary, subject to achievement of individual and corporate goals,~~

•

a one-time new hire bonus of $880,000 subject to certain clawback provisions if he terminates his employment for any reason or the company terminates his employment for Cause (as defined in his executive severance agreement described below) within two years of his start date,

•

~~an initial equity grant consisting of:~~

•: ~~an option to purchase 171,526 shares~~member of our ~~common stock that vest over four years, with 25%~~board of ~~the options vesting on the first anniversary of his start date and 1/48th of the total shares vesting each month thereafter for the next 36 months and~~
•: ~~93,036 RSUs that will vest over four years as~~directors to ~~25% of the award on each approximate anniversary of the applicable grant date, and~~

•

~~certain relocation benefits, also subject to certain clawback provisions if~~pursue another opportunity. Mr. Mallon ~~terminates his employment for any reason or the company terminates his employment for Cause, in each case within 12 months following the payment date of his last relocation reimbursement.~~

~~Mr. Mallon became chief executive officer of Ironwood on April 1, 2019~~did not receive severance in connection with the ~~completion~~termination of his employment. In addition, Mr. Mallon forfeited 282,231 options, 354,796 RSUs and 221,061 PSUs in connection with his resignation.

In connection with his appointment as interim chief executive officer effective upon Mr. Mallon's resignation, our compensation and HR committee recommended and our board determined to increase Mr. McCourt's annual base salary from $573,200 to $775,000 and to increase Mr. McCourt's annual cash incentive bonus target from 60% (of $573,200) to 75% (of $775,000). The increase in annual base salary and annual cash incentive bonus target was intended to align Mr. McCourt's compensation for his service as our interim chief executive officer with Mr. Mallon's compensation as our chief executive officer. Mr. McCourt's increased salary and annual cash incentive bonus target will remain in place for a minimum of six months and for so long as Mr. McCourt is serving as our interim chief executive officer. Mr. McCourt's severance arrangements and benefits in the event of a change of control did not change in connection with his appointment as interim chief executive officer. In making its recommendations to the board relating to these compensation changes for Mr. McCourt's service as our interim chief executive officer, the compensation and HR committee considered competitive market practice 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 Awards

In light of Mr. Mallon's resignation as the company's chief executive officer in March 2021, in an effort to promote business continuity, our compensation and HR committee approved a cash retention bonus and an RSU retention award to our other four named executive officers who remained employed with the company on the date of the Separation. Per his offer letter, upon becoming CEO he received an additional option to purchase 423,049 shares of our common stock and an additional grant of 206,873 RSUs. As with his initial equity grant, 25%grant. Cash retention bonuses were valued at 50% of the ~~options vest on~~named executive officer's 2021 base salary, and RSU awards were valued at 33% of each executive officer's 2021 annual equity target. In establishing the ~~first anniversary~~size of these grants, Aon presented market data and assisted our compensation and HR committee with approximating the value that another organization could potentially offer as a sign-on grant to recruit our executive talent relative to the current, unvested Ironwood equity held by our named executive officers.

Cash retention bonuses were awarded in the following amounts: Mr. McCourt (whose cash and RSU retention grants were made in his ~~start date,~~capacity as president, and not as interim chief executive officer) received a cash retention bonus of $286,600, Ms. Consylman received a cash retention bonus of $254,700, Mr. Rickard received a cash retention bonus of $242,100 and Dr. Shetzline received a cash retention bonus of $242,000. The cash retention bonuses are payable in two equal payments with ~~1/48th~~50% of the ~~total shares vesting~~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 ~~month thereafter for~~payment date. Each executive also will receive both payments in the ~~next 36 months,~~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 ~~RSUs vest~~acceleration of time-based equity awards under each executive officers' severance agreement, as described elsewhere in this proxy statement under the captions Executive Severance Agreements and Benefits in the Event of a Change of Control and Potential Payments Upon Termination or Change of Control.

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Executive Officer Stock Ownership Guidelines

Following a competitive assessment of market data related to ~~25%~~executive officer stock ownership requirements provided by Aon and guidance published by Investor Advisory Service, in October 2020, our compensation and HR committee recommended and, in December 2020, our board approved, Executive Officer Stock Ownership Guidelines. We believe our Executive Officer Stock Ownership Guidelines further align the interests of our executive officers with those of our stockholders and also incentivize executive officers to focus on maximizing long-term value.

Our Executive Officer Stock Ownership Guidelines, which apply to each of our executive officers as defined in the Exchange Act, provide that our chief executive officer is required to hold shares of the ~~award per year on~~Company's Class A common stock with a value equal to at least four (4) times his or her annual base salary and that other executive officers are required to hold shares of the ~~first four anniversaries~~Company's Class A common stock with a value equal to one (1) times his or her annual base salary. Executive officers are required to achieve the applicable level of ownership by the later of December 2025 (five years from the date of adoption of the Executive Officer Stock Ownership Guidelines) or the fifth anniversary of the date a person was initially designated as an executive officer of ~~grant. This grant was made~~the Company. Shares that count towards satisfaction of the Executive Officer Stock Ownership Guidelines include, among other forms of ownership, shares held outright by the executive officer or a member of his or her immediate family and the in-the-money value of vested stock options and certain other vested and unvested equity awards (other than unearned performance-based awards), net of applicable taxes and the exercise price (if applicable).

Compliance with the stock ownership requirements will be measured on ~~April 1, 2019,~~ the ~~effective~~ date of the ~~Separation.~~

In addition, the company has entered into an indemnification agreement and an executive severance agreement with Mr. Mallon, the terms of each of which are consistent with the forms of indemnification agreement and executive severance arrangements described elsewhere in this proxy statement. Mr. Mallon's compensation will be included in the Summary Compensation Table next year in the 2020 proxy statement.

~~Shareholder Engagement and Say-on-Pay Vote Consideration~~

Our stockholders have the opportunity to cast an advisory (non-binding) vote on named executive officer compensation, or a "say-on-pay" vote, every year. This allows our stockholders to provide us with regular, timely and direct input on executive compensation philosophy, policies and practices. We believe this enables us to further align our compensation programs with our stockholders' interests and to enhance our ability to consider stockholder feedback as part of our annual compensation review process. We sought stockholder input with last year's say-on-pay vote at our 2018 annual meeting of stockholders ~~andover 95%~~ of ~~votes cast~~the company each year based on the annualized salary then in effect for each officer. Failure to comply with the Executive Officer Stock Ownership Guidelines will (among other things, as may be determined by ~~our stockholders voted in support~~the compensation and HR committee) require executive officers to retain at least 100% of ~~our named executive officer compensation~~the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of stock options.

Basis for Our Compensation Policies and Decisions

.Our Values and Goals

In addition to the formal say-on-pay vote, our senior management frequently meets with stockholders informally through regular investor relations channels to discuss topics important to our business, including Ironwood's corporate strategy, capital allocation, governance and executive compensation. In 2018, senior management met with nearly all of Ironwood's largest 20 stockholders, representing approximately 90% of our outstanding shares. We believe that these discussions are essential to understanding the topics that are most important to our stockholders and play a critical role in developing and executing our strategy.

~~Basis for Our Compensation Policies and Decisions~~

~~Compensation Philosophy~~

The objective of our compensation policies is 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 ~~core values~~vision and ~~business~~ mission; and support a positive company culture.

~~Our core values are:~~

•: ~~Ownership:~~ ~~drive outstanding long-term value.~~
•: ~~Collaboration:~~ ~~achieve more together.~~
•: ~~Innovation:~~ ~~make a difference for patients.~~
•: ~~Excellence:~~ ~~foster greatness in each other.~~
•: ~~Humanity:~~ ~~act with honesty, integrity and respect.~~
•: ~~Have fun.~~

In addition, we have incorporated the concept of "critical success factors" into our performance management and compensation philosophy that we believe provide a useful framework for being a productive and successful member of our team. Among other uses, these success factors enable managers to use a common language of expected behaviors upon which individual performance can be managed and evaluated.

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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~~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;

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•: 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 ~~via stock options, RSUs and other equity~~through equity-based awards;
•: recognize that compensation is one of a number of tools to stimulate and reward productivity, great drug ~~making,~~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 ~~making~~development and ~~commercializing those drugs that we discover or in-license and develop,~~commercialization, which is reinforced through our compensation and incentive programs;
•: design compensation and incentive programs that are fair, equitable and competitive; and
•: design compensation and incentive programs that are simple and understandable.

Executive Compensation Governance

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

•: our compensation and HR committee has the authority to hire independent counsel, compensation consultants and other advisors;
•: our compensation and HR committee conducts a regular review and assessment of risk as it relates to our compensation policies and practices;
•: as part of our insider trading prevention policy, our executive officers and directors are prohibited from engaging in any hedging or monetization transactions ofwith respect to our Class A common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds;
•: we have no perquisites other than broad-based benefits, including health and welfare benefits, transportation and fitness stipends, a 401(k) plan and a relocation program that we make available to all of our employees; under our relocation program, participants are required to pay back the full amount of all relocation benefits in connection with their departure from Ironwood in certain circumstances;
•: our ~~amended and restated~~ 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;
•: ~~seven~~nine of our ~~nine~~ten directors are independent, including all members of our compensation and HR committee, and ~~subject~~we have instituted stock ownership guidelines that will require directors to ~~certain limited exceptions, no director may transfer any shares~~accumulate and continuously hold a specified amount of ~~restricted~~our Class A common stock ~~while such person is a director of Ironwood; and~~(see Director Stock Ownership Guidelines elsewhere in this proxy statement for additional information);

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•: 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 ~~early 2019,~~ this proxy statement for additional information); and
•: we ~~adopted~~have a clawback policy that provides our board of directors, in the event of a financial restatement due to material noncompliance with financial reporting requirements and where an executive engaged in intentional misconduct that caused or partially caused the need for the restatement, with the discretionary right to recover from our current and former executive officers that portion of the bonus or other incentive compensation that was received by the covered executives or effect the cancellation of unvested and vested equity awards previously granted to the covered executives based on our financial performance results and that would not have been awarded based on the restated results. The board of

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directors' 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 Process

Historically, our compensation and HR committee has determined our corporate performance for the prior year and also approved the compensation of all executive officers, including our chief executive officer. In December 2020, the board approved updates to our corporate governance guidelines and the charter of the compensation and HR committee to provide that, beginning in 2021, (i) our board would assess the Company'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 ~~and individual compensation determinations are evaluated~~ annually, ~~and we take~~taking into consideration our results of operations, our ~~long-~~long and short-term goals, individual goals, market data, the competitive market for our executive officers and general economic factors. Additionally, our compensation and HR committee or board (in the case of the determinations relating to chief executive officer compensation) may recommend or decide, as appropriate, to modify the mix or amount of base salary, bonus, and long-term incentives to best fit an executive

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officer's 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.

Role of the Compensation and HR Committee

As set forth in ~~our compensation and HR committee's~~its written charter, our compensation and HR committee has the responsibility for evaluating the performance of our executive officers, taking into account the determination of our board with respect to our corporate performance; reviewing and approving the compensation of our executive ~~officers; annually~~officers (other than our chief executive officer); reviewing and ~~determining~~recommending to the board our chief executive officer's ~~compensation based on the committee's evaluation of his performance;~~compensation; recommending to the ~~full~~ board the adoption of new compensation plans; administering our existing plans; reviewing and recommending director and committee compensation to the ~~full~~ board; reviewing and overseeing our Executive Officer Stock Ownership Guidelines; overseeing succession planning for our senior ~~management.~~management; and reviewing risks associated with our compensation policies and practices. In addition, our compensation and HR committee is responsible for ensuring that our compensation policies are aligned with our compensation philosophy and guiding principles.

In ~~2018,~~2020, our compensation and HR committee made all of the compensation determinations with respect to each of our 2020 named executive ~~officers. In making its determinations with respect~~officers, including ratifying and approving compensation paid or awarded to Mr. Rickard and Dr. ~~Hecht,~~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 ~~took into account the feedback from the other members~~recommended, and our board approved, compensation determinations for Mr. Mallon, including compensation determinations made in recognition of ~~our board,~~performance in 2020, as well as ~~the feedback from each~~compensation determinations for Mr. McCourt in 2021 in respect of his service as our ~~other~~interim chief executive ~~officers, and a number of other members of our management team.~~ officer.

In making its determinations with respect to each of our named executive officers ~~other~~(other than ~~Dr. Hecht,~~Mr. Mallon) relating to compensation for performance in 2020, our compensation and HR committee took into account the feedback and recommendations from ~~Dr. Hecht,~~Mr. Mallon, as well as from the named executive officer'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 weour 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

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•: uniqueness of industry skills.

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Role of the Compensation Consultant: Benchmarking and Peer Group Analysis

Our compensation and HR committee has the authority to select and retain independent advisors and consultants to assist it with carrying out its responsibilities, and we are required to pay any related expenses approved by the committee. ~~For 2018,~~In 2020, our compensation and HR committee exercised ~~its~~such authority ~~to engage Pearl Meyer & Partners, LLC, or PM,~~and engaged Aon as aits compensation consultant. PMAon reported directly to our compensation and HR committee throughout the period of its engagement. Other than the purchase of certain benefits surveys and employee compensation benchmarking data from Aon in 2020 and certain other accounting and consulting services related to equity plan matters, including forfeiture rate analysis, PSU award design and 2020 rTSR PSU valuation, Aon did not provide us with ~~any~~ services in 2020 other than those requested by our compensation and HR committee and the review of thisCompensation Discussion and Analysis for conformance with best practices. Based on the scope of our compensation and HR committee's engagements with ~~PM,~~Aon, it was determined that ~~PM does~~Aon did not have a conflict of interest in its role as compensation consultant under applicable rules.

In order to assist our compensation and HR committee in setting ~~2018~~2020 and 2021 compensation, PMrespectively, Aon conducted a competitive ~~assessment~~assessments of ~~2017~~2019 and 2020 target compensation for our named executive officers, ~~which reflected that Dr. Hecht's target total cash compensation was well below~~with a focus on the ~~median for~~following components of our peer group companies. His equity-based compensation bridged this gap, placing his target total direct compensation within a competitive range of the peer group median. The assessment also reflected that target total direct compensation for our othernamed executive ~~officers was below the peer group median in aggregate, but still within a competitive range. PM's assessment analyzed:~~officer compensation:

•: base salary;
•: target total cash compensation (which is base salary plus the target bonus);
•: long-term equity incentives (which are valued based on grant date fair value); and
•: target total direct compensation (which is target total cash compensation plus the value of the most recent long-term incentive grant).

~~The table below reflects~~In conducting this assessment, Aon analyzed the components of our ~~2017 target~~named executive officer compensation listed above, in ~~comparison to~~each case measured against the ~~competitive assessment data.~~

2017 Target Compensation vs.
Peer Group (pay as percent of
median)

Chief Executive
Officer Average for Other
Executive Officers
Base Salary
12 % 89 %
Target Total Cash Compensation
9 % 87 %
Equity
129 % 92 %
Target Total Direct Compensation
107 % 93 %

25^th, 50^th and 75^th percentiles of our executive compensation peer group. Our peer group is comprised of publicly traded companies in the pharmaceutical, biotechnology and life sciences industries that represent the most likely competitors for our executive talent. In recognition that our peer group companies tend to be larger than us (including with respect to revenues), PM also presented two alternative market perspectives to our compensation and HR committee:

1.: ~~the Radford Global Life Sciences Survey, comprised of companies that represent a broader market perspective and similar employee population to us, but may not share our growth prospects, and~~
2.: ~~a Market Composite, which combines the peer group data and Radford Global Life Sciences Survey data by weighting each source equally.~~

~~Our compensation and HR committee~~ reviewed the 25th, 50th and 75th percentiles for each of these three market perspectives to better understand how competitive pay varied with company size and other factors. PM also prepared an analysis of incentive program market trends, including analyses

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of the short- and long-term elements of compensation as compared to those in our peer group, and a detailed equity usage and dilution analysis of Ironwood as compared with the companies in our peer group.

Our compensation and HR committee considered the results of PM's competitive assessment in evaluating compensation for 2018, and determined that no significant changes to the design of our executive officers' compensation were warranted. The results of PM's assessment have been, and will continue to be, taken into consideration when making compensation decisions, but will not be used to mandate any specific actions.

~~Our peer group, which was compiled by PM with input from our management team, our board, and our compensation and HR committee, is reviewed~~at least annually by our compensation and HR ~~committee for composition and appropriateness. We take a rules-based approach in reviewing and~~committee. In setting our peer group, our compensation and ~~apply~~HR committee applies a qualitative lens ~~to the result~~ to help focus the group on the companies with which we are competing for talent. WeOur compensation and HR committee first ~~identify~~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' peer groups, as well as companies included in ~~third-party~~third party peer group assessments. WeOur compensation and HR committee then ~~consider~~considers certain size filters including market capitalization, revenue, and number of employees, ~~and research and development expense,~~ as well as certain business model filters including ~~product~~commercial focus, ~~market capitalization~~ and growth.

~~Our~~ The peer group that Aon proposed and that the compensation and HR committee used as a reference point in connection with 2020 compensation decisions is composed of the following 1517 companies, which at the time ofthey were designated as our ~~review~~peer group had a median market capitalization of approximately ~~$3.8~~

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$2.7 billion, median revenue of approximately $249 million, a median of ~~approximately 545~~482 employees, and a commercial drug or drug candidate in later stage development:


~~Acorda Therapeutics,~~ACADIA Pharmaceuticals, Inc.		~~Incyte Corporation~~Halozyme Therapeutics, Inc.
Agios Pharmaceuticals, Inc.		Horizon Therapeutics plc
Akcea Therapeutics, Inc.		Intercept Pharmaceuticals, Inc.
Alkermes plc		~~Momenta~~Pacira BioSciences, Inc.
Amicus Therapeutics, Inc.		PTC Therapeutics, Inc.
bluebird bio, Inc.		Radius Health, Inc.
Blueprint Medicines Corporation		Supernus Pharmaceuticals, Inc.
~~Alnylam Pharmaceuticals,~~Coherus BioSciences, Inc.		~~Nektar Therapeutics~~
~~AMAG Pharmaceuticals, Inc.~~		~~Seattle Genetics, Inc.~~
~~Assertio Therapeutics, Inc. (formerly Depomed, Inc.)~~		~~Tesaro, Inc.~~
~~Horizon Pharma plc~~		United Therapeutics Corporation
Corcept Therapeutics Incorporated		~~Vertex Pharmaceuticals Incorporated~~

~~Process for Determining Individual Compensation and Role of Executive Officers~~

~~Each January,~~In assisting our compensation and HR committee in ~~conjunction with our senior management, finalizes its~~setting 2020 compensation, Aon also presented proxy peer data and results from the Radford Global Life Sciences Survey, which was comprised of companies that represent a broader market perspective and similar employee population to us, and a Market Composite, which combined the peer group data and Radford Global Life Sciences Survey data by weighting each source equally. Although this competitive assessment ~~of our corporate performance for the prior year. Upon completion of our goal assessment, our bonus and equity pools are calibrated for corporate performance and approved by our~~was not used to mandate any specific compensation and HR committee. Our compensation and HR committee assigns a portion of each of these pools to all of our employees other than our executive officers, and delegates the allocation of these portions to our chief executive officer and our chief financial officer. Our compensation and HR committee also approves any salary increase, cash bonus and equity awards for our chief executive officer and, in consultation with our chief executive officer, for each of our other executive officers. In making these compensation-related decisions, ~~for 2018,~~ our compensation and HR committee ~~and senior management~~ considered the ~~competitive~~results of this assessment ~~prepared by PM~~when making base salary, cash bonus and ~~described~~long-term equity incentive award determinations with respect to our named executive officers in ~~more detail~~early 2020.

In October 2020, our compensation and HR committee re-approved the peer group listed above, which peer group the compensation and HR committee continued to use as ~~well as~~a reference point in making decisions through the ~~other factors described in~~date of this proxy statement.

~~Compensation Discussion~~Tax and ~~Analysis~~.Accounting Considerations

~~Additionally,~~While our compensation and HR committee may 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 required by competitive market conditions, to attract and motivate skilled personnel. For example, our compensation and HR committee may decide 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 or other market data reviewed by our compensation and HR committee, despite successful attainment of our corporate or his or her individual goals. We believe that this discretion and flexibility allows our compensation and HR committee to better achieve our compensation objectives.

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~~Tax and Accounting Considerations~~

~~While our compensation and HR committee generally considers~~consider the tax and accounting implications of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our named executive officers in ~~2018.~~2020.

Executive Compensation ~~Practices and~~ Risk Assessment

Our compensation and HR committee ~~has~~engaged Aon to conduct a formal compensation risk assessment in December 2020. The compensation and HR committee then reviewed our 2020 compensation policies as generally applicable to our employees and ~~believes~~determined that our policies dodid not encourage excessive and unnecessary risk-taking, and that the level of risk that they dodid encourage iswas not reasonably likely to have a material adverse effect on Ironwood. Our compensation and HR committee considered the following, among other factors, in reviewing our compensation ~~policies:~~policies related to 2020 compensation:

•: our use of different types of compensation vehicles ~~provides~~provided a balance of ~~long-~~long and short-term incentives with fixed and variable components;
•: we ~~grant~~granted equity-based awards with time-based vesting, ~~and milestone-based vesting, both of~~ which ~~encourage~~encouraged participants to look to long-term appreciation in equity values;
•: our annual bonus determinations for each employee ~~are~~were dependent on achievement of ~~company~~a diverse set of company-level goals, which we believe ~~promote~~promoted long-term value; and
•: our system of internal control over financial reporting and code of business conduct and ethics, among other things, ~~reduce~~reduced the likelihood of manipulation of our financial performance to enhance payments under any of our incentive plans.

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Compensation Tables

Summary Compensation Table

The following table sets forth information regarding the compensation paid or accrued to, or earned by, each of our named executive officers during the years ended December 31, 2020, 2019 and 2018, ~~2017 and 2016.~~as applicable.

Name and Principal Position
Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($)(1) Non-Equity
Incentive Plan
Compensation
($)(2) All Other
Compensation
($)(3) Total
($)
Peter M. Hecht, Ph.D. 2018 100,000 1,192,500 (4) — 3,842,268 — 25,348 5,160,116
Former Chief Executive
2017 100,000 — — 5,887,416 — 8,040 5,995,456
Officer
2016 100,000 — — 4,135,830 — 8,065 4,243,895

Gina Consylman

2018

415,000

—

782,385
(5)

501,764
(6)

207,500

8,040

1,914,689

Chief Financial Officer and
2017 334,263 — 440,213 — 185,000 8,040 967,516
Senior Vice President
2016 — — — — — — —

Mark G. Currie, Ph.D.

2018

485,000

—

231,360

1,424,289

242,500

62,271

2,445,420

Former Senior Vice President,
2017 470,000 — — 1,936,650 210,000 8,040 2,624,690
Chief Scientific Officer and
2016 454,000 — — 1,092,045 301,000 8,040 1,855,085
President of R&D

Thomas A. McCourt

2018

465,000

—

549,641

869,479

232,500

34,002

2,150,622

President
2017 450,000 — 440,212 1,220,089 191,000 8,040 2,309,341
2016 435,000 — — 813,225 288,000 8,040 1,544,265

William Huyett*

2018

465,000

—

1,090,298
(7)

2,346,469
(8)

232,500

8,040

4,142,307

Former Chief Operating
2017 — — — — — — —
Officer
2016 — — — — — — —



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

Mark Mallon*	2020	801,173	—		5,423,731		—	585,169	11,040	6,821,113
Former Chief Executive	2019	750,000	880,000		3,692,810		3,804,331	797,063	144,596	10,068,800
Officer	2018	—	—		—		—	—	—	—
Gina Consylman	2020	512,751	—		1,676,402		—	264,652	11,040	2,464,845
Chief Financial Officer and	2019	480,000	250,000		1,467,731		888,546	358,800	8,502	3,453,579
Senior Vice President	2018	415,000	—		782,385		501,764	207,500	8,040	1,914,688
Thomas McCourt*	2020	576,120	—		2,465,327		—	357,409	11,040	3,409,896
President and Interim	2019	511,250	—		1,760,143		2,370,159	454,272	8,502	5,104,327
Chief Executive Officer	2018	465,000	—		549,641		869,479	232,500	34,002	2,150,622
Jason Rickard	2020	473,314	—		1,479,191		—	258,338	11,040	2,221,883
Chief Operating Officer and	2019	—	—		—		—	—	—	—
Senior Vice President	2018	—	—		—		—	—	—	—
Michael Shetzline, M.D., Ph.D.	2020	464,681	100,000	(5)	1,121,001	(6)	—	194,558	11,040	1,891,310
Chief Medical Officer, Senior	2019	—	—		—		—	—	—	—
Vice President and Head of	2018	—	—		—		—	—	—	—
Drug Development Development

*: Mr. ~~Huyett joined~~Mallon resigned from the company ~~in December 2017 and was not a named~~effective on March 12, 2021. In connection therewith, Mr. McCourt became the company's interim chief executive officer in ~~2017 or 2016.~~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 2019 and 2018.
(2): For ~~2018,~~2020, reflects the fair value of ~~time-based~~ RSU and ~~stock option~~PSU awards on the date of grant calculated in accordance with Financial Accounting Standards Board issuedAccounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC 718. For a discussion of the assumptions used in the valuation of awards made in ~~2018,~~2020, see Note 14

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to our consolidated financial statements for the year ended December 31, ~~2018~~2020 included in our Annual Report on Form 10-K that we filed with the SEC on February ~~25, 2019, or our 2018 Form 10-K, and that accompanies this proxy statement.~~17, 2021. 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 PSUs granted to the named executive officers in 2020, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions associated with such awards (target) at the date of grant. Assuming the maximum level of performance (200%) is achieved, the aggregate grant date fair value of the PSUs granted in 2020 is as follows: $5,586,210 for Mr. Mallon, $1,726,622 for Ms. Consylman, $2,539,182 for Mr. McCourt, $1,523,504 for Mr. Rickard, and $1,145,974 for Dr. Shetzline.

~~(2)~~(3)
Consists of payments made under our annual cash bonus program ~~in the following year~~ for performance in the ~~identified year, as described above~~relevant year. For a description of bonuses paid in 2021 for performance in 2020, see the disclosure included elsewhere in this proxy statement under the caption~~Elements of Executive Compensation and Determination of Amounts—~~Cash Bonus.

~~(3)~~(4)
For each executive officer, for 2020, $6,000 of such amount consists of matching contributions made under our 401(k) plan, ~~as well as an amount~~and the remainder is attributable to a transportation stipend and a fitness stipend. Additionally, for Drs. Hecht and Currie and Mr. McCourt, such amount in 2018 includes $17,308, $54,231, and $25,962, respectively, representing the payout of previously earned but unused sabbatical leave in connection with the termination of that broad-based program.

~~(4)~~
Consists of a one-time discretionary bonus approved by our compensation and HR committee in fiscal year 2019 for fiscal year 2018 performance based primarily on the achievement of 100% of our 2018 corporate goals, including certain stretch goals. While our compensation and HR committee has historically granted Dr. Hecht stock options in lieu of an increase to base salary and the receipt of a cash bonus, and to keep his overall compensation competitive with that of his peers, Dr. Hecht accepted a portion of his 2018 compensation in the form of cash, rather than stock options, due to limitations on annual equity grants to individuals under our equity incentive plans.

(5)
~~Includes~~Reflects payment of the ~~fair value~~second installment of ~~7,500 RSUs awarded to Ms. Consylman~~Dr. Shetzline's sign-on bonus, which was paid in ~~January 2018,~~early 2020 in ~~connection~~accordance with ~~her promotion to chief financial officer in November 2017.~~the terms of his employment offer.

(6)
Includes the aggregate grant date fair value of ~~stock options to purchase 15,000 shares~~(a) 28,135 RSUs and 28,135 PSUs awarded to ~~Ms. Consylman~~Dr. Shetzline in ~~January 2018,~~February 2020 in connection with ~~her promotion to chief financial officer in November 2017.~~

~~(7)~~
~~Includes the fair value of 56,250~~annual equity awards and (b) 20,740 RSUs and 20,740 PSUs awarded to ~~Mr. Huyett~~Dr. Shetzline in ~~January 2018,~~April 2020 as a recognition award in connection with his ~~appointment~~designation as ~~chief operating~~an executive officer ~~in December 2017.~~

~~(8)~~
~~Includes~~of the ~~fair value~~company.

2021  Proxy Statement    51
Table of ~~stock options to purchase 337,500 shares awarded to Mr. Huyett in January 2018, in connection with his appointment as chief operating officer in December 2017.~~Contents

Grants of Plan-Based Awards
The following table sets forth information regarding non-equity and equity awards granted to each of our named executive officers during the year ended December 31, ~~2018.~~2020. All non-equity incentive plan awards were made pursuant to our cash bonus program described in more detail ~~above~~elsewhere in this proxy statement under the caption~~Elements of Executive Compensation and Determination of Amounts—~~Cash Bonus.
We granted RSUs and ~~stock option awards~~PSUs to our named executive officers in ~~2018~~February 2020. We also granted Dr. Shetzline additional RSUs and PSUs in ~~recognition of performance in 2017; in addition, each named executive officer, other than Dr. Hecht, was granted 12,000 RSUs in July 2018 in recognition of service to Ironwood~~April 2020 in connection with ~~work critical to~~his designation as an executive officer of the ~~Separation.~~ company.
All RSUs and PSUs granted in ~~2018~~2020 represented the right to receive shares of our Class A common stock ~~and all stock options granted in 2018 consisted~~upon the vesting of ~~options to purchase shares of our common stock with an exercise price equal to the fair market value of our common stock on the date of grant. All~~ such ~~equity awards were granted under our 2010 Plan.~~awards. The vesting schedule of each ~~RSU and each option~~such award included in the following table is described in the footnotes to theOutstanding Equity Awards at Fiscal Year-End table.

~~Table of Contents~~
~~The following table reflects the conversion of our Class B common stock to Class A common stock, which was effective December 31, 2018.~~

Estimated
Future
Payouts
Under
Non-Equity
Incentive
Plan
Awards(1)

Compensation
and HR
Committee
Approval
Date (if
different
than
Grant Date)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) Exercise
or Base
Price of
Option
Awards
($/Sh) Grant Date
Fair Value
of Stock
and Option
Awards
($)(2)

Grant
Date
Name
Target ($)
Peter M. Hecht, Ph.D.
2/21/2018 1/25/2018 — — 580,000 14.55 3,842,268
— — 50,000 — — — —
Gina Consylman

1/2/2018
(3)
11/22/2017
—
—
15,000
15.27
104,288
2/21/2018 2/12/2018 — — 60,000 14.55 397,476
1/2/2018 (3) 11/22/2017 — 7,500 — — 114,525
2/21/2018 2/12/2018 — 30,000 — — 436,500
7/31/2018 (4) 7/27/2018 — 12,000 — — 231,360
— — 207,500 — — — —
Mark G. Currie, Ph.D.

2/21/2018
2/12/2018
—
—
215,000
14.55
1,424,289
7/31/2018 (4) 7/27/2018 12,000 — — 231,360
— — 242,500 — — — —
Thomas A. McCourt

2/21/2018
2/12/2018
—
—
131,250
14.55
869,479
2/21/2018 2/12/2018 — 21,875 — — 318,281
7/31/2018 (4) 7/27/2018 — 12,000 — — 231,360
— — 232,500 — — — —
William Huyett

1/2/2018
(5)
11/22/2017
—
—
337,500
15.27
2,346,469
1/2/2018 (5) 11/22/2017 — 56,250 — — 858,938
7/31/2018 (4) 7/27/2018 — 12,000 — — 231,360
— — 232,500 — — — —

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

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

Mark Mallon
2/27/2020 2/20/2020 — — — — 221,061 2,630,626

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

— — 579,375 — — — — —
Gina Consylman
2/27/2020 2/20/2020 — — — — 68,327 813,091
2/27/2020 2/20/2020 — 20,498 68,328 136,656 — 863,311
— — 247,200 — — — — —
Thomas McCourt
2/27/2020 2/20/2020 — — — — 100,482 1,195,736

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

— — 333,840 — — — — —
Jason Rickard
2/27/2020 — (1) — — — — 60,289 717,439
2/27/2020 — (1) — 18,087 60,289 120,578 — 761,752
— — 228,375 — — — — —
Michael Shetzline,
2/27/2020 — (1) — — — — 28,135 334,807
    M.D., Ph.D.
2/27/2020 — (1) — 8,441 28,135 56,270 — 355,487

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

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

— — 179,220 — — — — —

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

(2)
Consists of the target cash bonus payment for ~~2018~~2020 performance under our cash bonus program. As described in more detail ~~above~~elsewhere in this proxy statement under the caption~~Elements of Executive Compensation and Determination of Amounts—~~Cash Bonus, in ~~2018~~2020, Mr. Mallon had an individual bonus target of 75% of his base salary, Mr. McCourt had an individual bonus target of 60% of his base salary, Ms. Consylman and Mr. Rickard each ~~of our named executive officers, other than Dr. Hecht,~~ had an individual bonus target of 50% of their respective base salaries, and Dr. Shetzline had an individual bonus target of 40% of his ~~or her~~ base ~~salary, 70%~~salary. Seventy percent (70%) of ~~which was~~bonuses awarded for performance in 2020 were tied solely to the achievement of our corporate goals for ~~2018 (which was not determined as of December 31, 2018)~~2020, and 30% of ~~which was~~bonuses awarded were tied to the achievement of corporate and individual performance ~~goals (the range~~goals. In determining Mr. Mallon's cash bonus for 2020, the board equated Mr. Mallon's individual performance with that of ~~which was not determined as of December 31, 2018). Dr. Hecht's bonus, with an individual bonus target of 50% of his base salary, was to be determined primarily based on~~ the ~~achievement of our corporate goals.~~company's performance. Actual bonus payments for ~~2018~~2020 performance are set forth in the Summary Compensation Table ~~above.~~elsewhere in this proxy statement.

~~(2)~~(3)
Awards listed in the "Estimated Future Payouts Under Equity Incentive Plan Awards" column represent threshold, target and maximum potential future payouts under the PSUs granted to each of our named executive officers in 2020. The PSUs are eligible to vest based

52    Ironwood

Table of Contents

on the achievement of certain performance goals over a two or three-year performance period, as described elsewhere in this proxy statement under the caption 2020 Annual Equity Awards.
(4)
Stock awards listed in the "All Other Stock Awards: Number of Shares of Stock or Units (#)" column are RSUs.

(5)
Reflects the fair value of ~~time-based~~ RSU and ~~stock option~~PSU awards on the date of grant calculated in accordance with ASC ~~718.~~
718, excluding the effects of potential forfeitures, with the grant date fair value of PSUs determined based on the probable outcome of the performance conditions (target) associated with such awards on the grant date. For a discussion of the assumptions used in the valuation of the ~~time-based~~ RSU ~~awards~~ and ~~stock option~~PSU awards granted to our named executive officers in ~~2018,~~2020, see footnote 1 to theSummary Compensation Table ~~above.~~
elsewhere in this proxy statement.

~~(3)~~(6)
Awarded to ~~Ms. Consylman~~Dr. Shetzline in ~~connection with her promotion to chief financial officer in November 2017.~~

~~(4)~~
~~Awarded in~~April 2020 as a recognition ~~of service to the company in connection with work critical to the Separation.~~

~~(5)~~
~~Awarded to Mr. Huyett~~award in connection with his ~~appointment~~designation as ~~chief operating~~an executive officer ~~in December 2017.~~of the company.

2021  Proxy Statement    53

Table of Contents

Outstanding Equity Awards at Fiscal Year-End
As described in our proxy statement relating to our 2020 annual meeting of stockholders, filed with the SEC on April 21, 2020, portions of certain Ironwood equity awards were converted into Cyclerion equity awards in connection with the Separation. The following ~~table sets~~tables set forth information regarding outstanding Ironwood and Cyclerion equity awards held by each of our named executive officers on December 31, ~~2018,~~2020, the last day of our last fiscal year. ~~The following table reflects~~Information presented has been adjusted, as necessary, to reflect the ~~conversion~~impact of ~~our Class B common stock to Class A common stock, which was effective December 31, 2018.~~the Separation.
Ironwood Equity Awards at Fiscal Year-End

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
Unexercised
Unearned
Options (#) Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested (#)(1) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
Peter M. Hecht, Ph.D.
110,000 — — 4.89 2/11/2019 (3) — —
20,000 — 20,000 5.48 7/28/2019 (4) — —
125,000 — — 11.25 2/2/2020 (3) — —
175,000 — — 11.11 2/1/2021 (3) — —
300,000 — — 14.72 2/1/2022 (3) — —
375,000 — — 13.08 2/1/2023 (3) — —
325,000 — — 14.11 3/3/2024 (5) — —
553,229 11,771 — 15.62 3/16/2025 (5) — —
648,958 241,042 — 10.24 3/1/2026 (5) — —
364,166 395,834 — 16.77 2/27/2027 (5) — —
132,916 447,084 — 14.55 2/21/2028 (5) — —
Gina Consylman

40,000
—
—
15.48
7/1/2024
(6)
—
—
8,322 178 — 15.62 3/16/2025 (5) — —
4,062 938 — 11.45 9/16/2025 (5) — —
21,875 8,125 — 10.24 3/1/2026 (5) — —
4,062 10,938 — 15.27 1/2/2028 (5) — —
13,750 46,250 — 14.55 2/21/2028 (5) — —
— — — — — 81,749 846,920
Mark G. Currie, Ph.D.

—
—
20,000
5.48
7/28/2019
(4)
—
—
8,888 — — 11.25 2/2/2020 (3) — —
41,041 — 11.11 2/1/2021 (3)
110,000 — — 14.72 2/1/2022 (3) — —
200,000 — — 13.08 2/1/2023 (3) — —
85,000 — — 14.11 3/3/2024 (5) — —
25,000 — 25,000 15.62 3/16/2025 (7)
128,515 2,735 — 15.62 3/16/2025 (5) — —
88,124 63,646 — 10.24 3/1/2026 (5) — —
119,791 130,209 — 16.77 2/27/2027 (5) — —
49,270 165,730 — 14.55 2/21/2028 (5) — —
— — — — — 17,468 180,686
Thomas A. McCourt

90,000
—
40,000
5.48
9/7/2019
(8)
—
—
130,000 — — 5.48 9/7/2019 (6) — —
20,000 — — 11.25 2/2/2020 (3) — —
95,000 — — 11.11 2/1/2021 (3) — —
95,000 — — 14.72 2/1/2022 (3)
110,000 — — 13.08 2/1/2023 (3) — —
80,000 — — 14.11 3/3/2024 (5) — —
95,468 2,032 — 15.62 3/16/2025 (5) — —
127,604 47,396 — 10.24 3/1/2026 (5) — —
75,468 82,032 — 16.77 2/27/2027 (5) — —
30,077 101,173 — 14.55 2/21/2028 (5)
— — — — — 57,624 596,985
William Huyett

84,375
253,125
—
15.27
1/2/2028
(6)
—
—
— — — — — 54,187 561,377

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

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

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

— — — — — 221,061 (8) 2,517,885 — —

— — — — — 233,556 (9) 2,660,203

— — — — — — — 198,954 (10) 2,266,086
Gina Consylman
43,563 — — 13.78 7/1/2024 (2)
8,500 — — 13.91 3/16/2025 (3)
5,077 — — 10.20 9/16/2025 (3)
30,695 — — 9.12 3/1/2026 (3)
12,374 3,862 — 13.60 1/2/2028 (3)
46,840 18,259 — 12.95 2/21/2028 (3)
76,947 84,857 — 11.49 1/29/2029 (3)
— — — — — 41,150 (7) 468,699 — —
— — — — — 68,327 (8) 778,245 — —
— — — — — 87,429 (9) 995,816 — —
— — — — — — — 61,494 (10) 700,417
Thomas McCourt
95,971 — — 13.11 2/1/2022 (4)

110,962 — — 11.65 2/1/2023 (4)

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
Jason Rickard
18,041 — — 11.65 2/1/2023 (3)
7,754 — — 11.76 6/10/2023 (3)
10,309 — — 9.66 12/16/2023 (3)
40,834 — — 12.02 11/3/2024 (3)
— — 11,236 13.11 2/1/2022 (5)
2,000 — — 13.11 2/1/2022 (6)
15,550 — — 13.91 3/16/2025 (3)
6,046 — — 9.79 9/1/2025 (3)
17,956 — — 9.12 3/1/2026 (3)
39,535 43,598 — 11.49 1/29/2029 (3)
5,426 8,285 — 11.78 5/1/2029 (3)
— — — — — 41,153 (7) 468,733 — —
— — — — — 60,289 (8) 686,692 — —
— — — — — 60,616 (9) 690,416 — —
— — — — — — — 54,261 (10) 618,033
Michael Shetzline, M.D., Ph.D.
44,418 48,280 — 13.19 3/1/2029 (3)

— — — — — 43,869 (7) 499,668 — —

— — — — — 48,875 (8) 556,686 — —

— — — — — 11,586 (9) 131,965 — —

— — — — — — — 43,989 (10) 501,035

(1)
The RSUs vest over four years as to 25% of the award on each approximate anniversary of the grant thereof, with the exception of the 12,000 RSUs held by each named executive officer (other than Dr. Hecht), which vest in full on May 9, 2019.

~~(2)~~
Market value ~~is calculated by multiplying the number of RSUs that have not vested by~~reflects the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, ~~2018,~~2020, the last day of our fiscal year, which was ~~$10.36.~~

~~(3)~~
The options vest as to 1.25% on each monthly anniversary of the vesting commencement date for the first 36 months, and as to 4.5833% of the award on each monthly anniversary thereafter until fully vested.

~~(4)~~
The options vest as to (a) 50% of the shares upon the achievement of $1 billion in annual (calendar year) net global pharmaceutical product sales (including partnered or licensed product revenue) and (b) 50% of the shares upon acceptance by the FDA of a second NDA for a product from an internal or external development program (excluding supplemental NDAs for linaclotide, but including NDAs for linaclotide combination products). External development programs shall be pre-qualified for milestone vesting eligibility by our compensation and HR committee as of the time of program initiation at Ironwood.$11.39.

54    Ironwood
Table of Contents

~~(5)~~
~~The options vest as to 1/48th of the shares on each monthly anniversary of the vesting commencement date until fully vested.~~

~~(6)~~(2)
The options vest as to 25% of the shares on the first anniversary of the vesting commencement date and 1/48th of the shares each month thereafter for the next 36 ~~months.~~months, generally subject to the executive's continued employment with the company on the applicable vesting date.

~~(7)~~(3)
The options vest ~~in two equal installments~~as to 1/48th of ~~25,000~~the shares on each monthly anniversary of the vesting commencement date, generally subject to the executive's continued employment with the company on the applicable vesting date.

(4)
The options ~~each. The option~~ vested as to ~~25,000 shares upon the first-dosing in the first clinical study~~1.25% on each monthly anniversary of the ~~next phase following achievement of proof of concept~~vesting commencement date for the first ~~internally derived or externally accessed product (other than linaclotide) qualified by our compensation~~36 months, and ~~HR committee~~ as ~~targeting a new indication, category or market.~~ 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 ~~as to the remaining 25,000 shares~~ upon the first-dosing in the first clinical study of the next phase following achievement of proof of concept for the second internally derived or externally accessed product (other than linaclotide) qualified by our compensation and HR committee as targeting a new indication, category or market.

~~(8)~~
The option vested as to (a) 25% of the shares immediately upon the first acceptance by the FDA of an NDA filed by us; (b) 25% of the shares upon the first commercial sale of linaclotide; and (c) 25% of the shares upon acceptance by the FDA of a second NDA for a product from an internal or external development program (excluding supplemental NDAs for linaclotide, but including NDAs for linaclotide combination products). The remaining portion of the vests as to 25% of the shares upon the achievement of $1 billion in annual (calendar year) net global pharmaceutical product net sales (including partnered or licensed product revenue)~~. External development programs shall be pre-qualified~~ 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 ~~milestone vesting eligibility by our compensation and HR committee~~DUZALLO® (lesinurad).

(7)
RSUs vest in full on November 18, 2021, generally subject to continued employment with the company.

(8)
RSUs vest over three years as to 33.3% of the ~~time~~award on each approximate anniversary of ~~program initiation at Ironwood.~~the grant thereof, generally subject to continued employment with the company on the applicable vesting date.

(9)
RSUs vest over four years as to 25% of the award on each approximate anniversary of the grant thereof, generally subject to continued employment with the company on the applicable vesting date.

(10)
PSUs vest over a two- to three-year period based on the achievement of the performance metrics discussed elsewhere in this proxy statement under the caption 2020 Annual Equity Awards. The number of shares reported in this column assumes target performance for NDA Acceptance PSUs and the 2020 rTSR PSUs and maximum performance for the Adjusted EBITDA PSUs, in each case in accordance with SEC requirements. Actual payouts for the PSUs could range from 0% to 200% of the target number of PSUs subject to an award based on actual performance results. 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.

2021  Proxy Statement    55

Table of Contents

~~Options Exercised~~Cyclerion Equity Awards at Fiscal Year-End
The Cyclerion equity awards reflected in the following table were granted to Ms. Consylman and Messrs. McCourt and Rickard in connection with the Separation. Each Ironwood equity award that was converted into a Cyclerion equity award is subject to substantially the same terms and vesting conditions as were applicable to the Ironwood equity awards prior to the distribution. Neither Mr. Mallon nor Dr. Shetzline hold any Cyclerion equity awards.

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

Gina Consylman
1,117 17.05 7/1/2024

850 17.20 3/16/2025

437 12.61 9/16/2025

2,437 11.28 3/1/2026

500 16.82 1/2/2028

1,875 16.02 2/21/2028

906 14.21 1/29/2029
Thomas McCourt
5,464 12.24 2/1/2021
8,713 16.21 2/1/2022
10,221 14.40 2/1/2023
7,591 15.54 3/3/2024
9,750 17.20 3/16/2025
14,218 11.28 3/1/2026
8,859 18.47 2/27/2027
4,101 16.02 2/21/2028
2,156 14.21 1/29/2029
Jason Rickard
200 16.21 2/1/2022

857 14.40 2/1/2023

543 14.55 6/10/2023

750 11.95 12/16/2023

3,324 14.87 11/3/2024

1,555 17.20 3/16/2025

562 12.11 9/1/2025

1,425 11.28 9/1/2026

465 14.21 1/29/2029

56    Ironwood

Table of Contents

Option Exercises and Stock Vested Table

The following table sets forth certain information regarding the exercise of options to purchase our Class A common stock and the vesting of RSUs that were held by our named executive officers during the year ended December 31, ~~2018. The following table reflects the conversion of our Class B common stock to Class A common stock, which was effective December 31, 2018.~~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)
Peter M. Hecht, Ph.D.
— — — —
Gina Consylman
— — 16,500 234,578
Mark G. Currie, Ph.D.
488,301 (3) 4,953,961 5,469 81,160
Thomas A. McCourt
30,000 (4) 435,600 10,625 157,675
William Huyett
— — 14,063 169,881




	Option Awards					Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)

Mark Mallon		—			—		77,853	839,334
Gina Consylman		—			—		45,435	535,562
Thomas McCourt		119,988	(3)	$	284,331		19,232	220,407
Jason Rickard		—			—		31,074	363,220
Michael Shetzline, M.D., Ph.D.		—			—		3,863	46,395

(1): Computed by determining the difference between the market price of our Class A common stock ~~upon~~on the date of exercise and the exercise price of the exercised stock option, multiplied by the number of shares acquired upon exercise of the option.
(2): Computed by multiplying the number of shares of Class A common stock underlying the vested RSUs by the market price of our Class A common stock on the vesting date. ~~This amount represents the total number of shares that vested; however, a portion of such shares were sold to satisfy tax withholding obligations.~~
(3): Includes ~~235,000~~99,988 shares of our Class A common stock that ~~Dr. Currie~~Mr. McCourt acquired through an option ~~exercises and then sold on the open market,~~exercise as such stock options were ~~expiring.~~expiring, of which 81,089 shares were surrendered to the company in a net share settlement and 18,899 shares were retained by Mr. McCourt, thereby increasing his ownership of our Class A common stock by such amount. Also includes ~~253,301~~20,000 shares of our ~~common stock that Dr. Currie acquired through option exercises and then sold on the open market.~~
~~(4)~~: ~~Represents 30,000 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.

~~Potential Payments Upon Termination or Change of Control~~

Except as described below, there are currently no other agreements or arrangements pursuant to which our named executive officers would receive severance benefits in the event of a separation from Ironwood.

~~Table of Contents~~

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

We have entered into severance arrangements with each of our named executive officers. Under the severance arrangements, our named executive officers are eligible to receive certain payments and benefits in the event of an involuntary termination without "cause" or a "constructive ~~termination,~~termination." ~~and~~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 of control termination" ~~(as defined below)~~). For additional information, please see the definition of "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, 2020 under their respective severance arrangements.

The benefits for our named executive officers described elsewhere in this proxy statement under the captions Severance Benefits not in Connection with a Change of Control and Change of Control Severance Benefits are only payable if the named executive officer complies with all of Ironwood's rules and policies, executes a separation agreement that includes a release of claims and complies with any post employment non-disclosure, non-competition and non-solicitation obligations. The executive severance agreements further provide that in connection with the sale of all or substantially all of the assets of Ironwood, Ironwood would cause the acquirer of such assets to assume the executives' severance arrangements.

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Severance Benefits not in Connection with a Change of Control

In the event of a termination without cause or a constructive termination not qualifying as a change of control termination, each of our named executive officers would be entitled to receive (i) a lump-sum payment equal to 12 months of his or her base salary for the year of termination, plus an amount equal to a maximum of six months of his or her base salary for ~~any~~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 ~~Dr. Hecht,~~our former chief executive officer, a lump-sum payment equal to 18 months of his base salary for the year of termination); (ii) a lump-sum payment equal to his or her target cash bonus for the year of termination, pro-rated based on the percentage of the year worked prior to the triggering event; (iii) a lump-sum payment equal to his or her actual bonus for the prior year if not yet paid as of the termination date; (iv) a lump-sum payment equal to his or her full target cash bonus for the year of termination (for ~~Dr. Hecht,~~our former chief executive officer, multiplied by 1.5); (v) 12 months of subsidized COBRA benefits, plus up to an additional six months of subsidized COBRA benefits for ~~any~~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 ~~Dr. Hecht,~~our former chief executive officer, 18 months of subsidized COBRA benefits); and (vi) outplacement assistance benefits. The non-equity based severance benefits described in items (i) through (vi) of this paragraph, collectively, are referred to as the "Non Equity Severance Benefits."

In addition, each executive severance agreement 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 ~~Dr. Hecht,~~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 ~~Dr. Hecht,~~our former chief executive officer, such ~~24-month~~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~~18 month period (for ~~Dr. Hecht,~~our former chief executive officer, the ~~24-month~~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, 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 ~~Dr. Hecht,~~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~~24 month period (for ~~Dr. Hecht,~~our former chief executive officer, such ~~36-month~~36 month period), the later of ~~(i)~~(A) the expiration of the ~~24-month~~24 month period (for ~~Dr. Hecht,~~our former chief executive officer, the ~~36-month~~36 month period) or ~~(ii)~~(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's efforts to consummate the change of control contemplated by the ~~previously-announced~~previously announced negotiations or by a previously executed definitive agreement had been abandoned) or the stock option's final expiration date. The equity-based severance benefits described in this paragraph are referred to as the "Equity Severance Benefits."

Moreover, with respect to PSUs, in the event of the named executive officer's involuntary termination without cause or constructive termination (collectively, a "qualifying termination"), the awards, to the extent then outstanding, will not terminate upon such termination of employment and instead will remain eligible to vest based on the attainment of the applicable performance goals. Specifically, the NDA Acceptance PSUs will generally remain outstanding and eligible to vest based upon the achievement of an NDA performance goal until

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the earlier of (A) the end of the performance period or (B) the twelve (12)-month period following the date of the qualifying termination. The Adjusted EBITDA PSUs and the 2020 rTSR PSUs will generally remain outstanding and eligible to vest based upon the achievement of the cumulative adjusted organic EBITDA and rTSR performance goals, respectively, until the end of the applicable 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 performance period.

Change of Control Severance Benefits

In the event of a change of control termination, each of our named executive officers would be entitled to receive the following benefits under his or her executive severance agreement: ~~(i)~~(1) a lump-sum payment in an amount equal to 18 months (for ~~Dr. Hecht,~~our chief executive officer, 24 months) of his or her base salary as of the time of termination; ~~(ii)~~(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; ~~(iii)~~(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; ~~(iv)~~(4) a lump-sum payment equal to his or her full target cash bonus for the year of termination, multiplied by 1.5 (for ~~Dr. Hecht,~~our former chief executive officer, multiplied by 2.0); ~~(v)~~(5) 18 months (for ~~Dr. Hecht,~~our former chief executive officer, 24 months) of subsidized COBRA benefits; and ~~(vi)~~(6) outplacement assistance benefits.

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

Under each executive severance agreement, a "change of control termination" consists of an involuntary termination without "cause" or a "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 ~~(i)~~(A) the date on which Ironwood announces that the definitive agreement has been terminated or the negotiations have been abandoned or ~~(ii)~~(B) the date that is 24 months after the change of control. Under each executive severance agreement, a change of control occurs when: ~~(i)~~(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)~~(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's voting securities holding less than 50% of the combined voting power of the surviving entity immediately after such merger or consolidation; ~~(iii)~~(III) the sale or disposition of more than two-thirds of the assets of Ironwood; or ~~(iv)~~(IV) the date a majority of members of the Ironwood board of directors is replaced during any 12-month period by directors whose appointment or election was not endorsed by a majority of members of the Ironwood board of directors before the date of the appointment or election.

Treatment of PSUs in the Event of a Change of Control

In the event of a change of control of Ironwood, the performance- and service-based vesting conditions applicable to the PSUs, to the extent then outstanding, will generally be treated as follows: the NDA Acceptance

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PSUs and Adjusted EBITDA PSUs will become earned at target (and subject to vesting as described below) as of immediately prior to the change of control, provided that if the NDA Acceptance PSUs had already been earned at target as of the change of control, no additional portion of such NDA Acceptance PSUs will become earned as a result of the change of control. The ~~benefits~~2020 rTSR PSUs will become earned at target (and subject to vesting as described below) as of immediately prior to the change of control, provided that if the resulting rTSR percentile rank, determined after accounting for the stock price performance of Ironwood stock in connection with the change of control, would result in the 2020 rTSR PSUs being earned above target, the 2020 rTSR PSUs will be deemed to be earned (and subject to vesting as described below) at such higher level in accordance with the terms of the award.

Any PSUs that become earned in connection with a change of control as described above ~~for our~~shall vest in equal installments on a quarterly basis over the remaining portion of the applicable performance period, generally subject to a named executive ~~officers are only payable if~~officer's continued employment on each such vesting date. In the event of the occurrence of a qualifying termination in connection with or during the 24-month period immediately following the change of control and prior to the completion of the performance period, any earned but unvested PSUs held by the named executive officer complies with all of Ironwood's rules and policies, executes a separation agreement that includes a release of claims and complies with his or her post-employment non-disclosure, non-competition and non-solicitation obligations. The executive severance agreements further provide thatwill immediately vest in full in connection with such qualifying termination. If a named executive officer underwent a qualifying termination prior to a change of control, any outstanding PSUs held by the ~~sale of all or substantially all~~named executive officer as of the ~~assets~~time of ~~Ironwood, Ironwood~~the change of control would ~~cause~~become earned as described in the ~~acquirer~~preceding paragraph but, in the case of ~~such assets~~the Adjusted EBITDA PSUs and the 2020 rTSR PSUs, remain subject to ~~assume~~proration based on the ~~arrangements.~~number of days the named executive officer remained employed during the applicable performance period.

Treatment of Equity in the Event of Death or Permanent Disability

For all employees, including our named executive officers, outstanding stock option and RSU awards subject solely to time-based vesting accelerate in full in the event of the death of the award holder. This term applies to all outstanding time-based stock option and RSU awards made under our equity incentive plans, including the ~~2010~~2019 Plan. ~~Further, our~~Our current form of stock option and RSU

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agreements for awards issued under our ~~2010~~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. In addition, the post-termination exercise window of all vested stock options held by a participant that were granted under our Amended and Restated ~~2005 Stock~~2010 Employee, Director and Consultant Equity Incentive Plan and ~~2010~~2019 Plan is extended to one year (or the stock option's final expiration date, if earlier) following the participant's termination of employment by reason of his or her death.

With respect to PSUs, in the event of a termination of the named executive officer'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, the NDA Acceptance PSUs will generally remain outstanding and eligible to vest based upon the achievement of the NDA acceptance performance goal until the earlier of (A) the end of the performance period or (B) the 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 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 performance period.

Employee Proprietary Information, Intellectual Property and Non-competition Agreements

The employee proprietary information, intellectual property and non-competition agreement that the company entered into with our former chief executive officer provides that, in the event the company determined to enforce the non-competition restriction included therein and a court determined that such provision was

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

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Potential Payments Upon Termination or Change of Control

Except as described in this proxy statement, there are currently no other agreements or arrangements pursuant to which our named executive officers would receive severance or other benefits in the event of a termination of employment or change of control of Ironwood. The following table presents our estimate of the amount of severance and other benefits to which ~~each of~~ our named executive officers would be entitled if a ~~termination~~triggering event described below occurred on December 31, ~~2018 under the circumstances set forth in the column headings.~~2020. The closing price of our Class A common stock as listed on the Nasdaq Global Select Market on December 31, ~~2018~~2020 was ~~$10.36~~$11.39 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.

Name
Executive Payments
and Benefits
upon Termination Involuntary
Termination
without Cause or a
Constructive
Termination(1) Termination
Following
Change of
Control Death(2)
Peter M. Hecht, Ph.D.
Cash Severance $ 150,000 $ 200,000 $ —
Non-Equity Incentive Plan Compensation $ 125,000 $ 150,000 $ —
Equity Acceleration
Options $ 28,925 (4) $ 28,925 (4) $ 28,925
RSUs $ — $ — $ —
Other Benefits(5) $ 92,517 $ 92,517 $ —

Total $ 396,442 $ 471,442 $ 28,925
Gina Consylman

Cash Severance(3)

$
622,500
$
622,500
$
—
Non-Equity Incentive Plan Compensation $ 415,000 $ 518,750 $ —
Equity Acceleration $ —
Options $ 975 (4) $ 975 (4) $ 975
RSUs $ 639,906 (4) $ 846,920 (4) $ 846,920
Other Benefits(5) $ 83,344 $ 83,344 $ —

Total $ 1,761,725 $ 2,072,489 $ 847,895
Mark G. Currie, Ph.D.

Cash Severance(3)

$
727,500
$
727,500
$
—
Non-Equity Incentive Plan Compensation $ 485,000 $ 606,250 $ —
Equity Acceleration
Options $ 7,638 (4) $ 7,638 (4) $ 7,638
RSUs $ 180,968 (4) $ 180,968 (4) $ 180,968
Other Benefits(5) $ 70,790 $ 70,790 $ —

Total $ 1,471,896 $ 1,593,146 $ 188,606
Thomas A. McCourt

Cash Severance(3)

$
697,500
$
697,500
$
—
Non-Equity Incentive Plan Compensation $ 465,000 $ 581,250 $ —
Equity Acceleration
Options $ 5,688 (4) $ 5,688 (4) $ 5,688
RSUs $ 460,419 (4) $ 596,985 (4) $ 596,985
Other Benefits(5) $ 69,615 $ 69,615 $ —

Total $ 1,698,222 $ 1,951,038 $ 602,673
William Huyett

Cash Severance(3)

$
697,500
$
697,500
$
—
Non-Equity Incentive Plan Compensation $ 465,000 $ 581,250 $ —
Equity Acceleration
Options $ — $ — $ —
RSUs $ 364,206 (4) $ 561,377 (4) $ 561,377
Other Benefits(5) $ 58,125 $ 58,125 $ —

Total $ 1,584,831 $ 1,898,252 $ 561,377



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

Mark Mallon	Cash Severance	$	1,158,750	$	1,545,000		—
	Non-Equity Incentive Plan Compensation	$	1,448,438	$	1,738,125		—
	Equity Acceleration(4)
	Options	$	41,942	$	42,160	$	42,160
	RSUs	$	4,786,089	$	5,178,088	$	5,178,088
	PSUs		—	$	2,517,885		—
	Other Benefits(5)	$	99,139	$	112,185
	Total	$	7,534,358	$	11,133,442	$	5,220,247
Gina Consylman	Cash Severance(3)	$	741,600	$	741,600		—
	Non-Equity Incentive Plan Compensation	$	494,400	$	618,000		—
	Equity Acceleration(4)
	Options		—		—		—
	RSUs	$	1,921,482	$	2,242,759	$	2,242,759
	PSUs		—	$	778,245		—
	Other Benefits(5)	$	99,139	$	99,139
	Total	$	3,256,621	$	4,479,743	$	2,242,759
Thomas McCourt	Cash Severance(3)	$	834,600	$	834,600		—
	Non-Equity Incentive Plan Compensation	$	667,680	$	834,600		—
	Equity Acceleration(4)
	Options		—		—		—
	RSUs	$	2,568,992	$	2,875,998	$	2,875,998
	PSUs		—	$	1,144,490		—
	Other Benefits(5)	$	74,144	$	74,144		—
	Total	$	4,145,416	$	5,763,832	$	2,875,998
Jason Rickard	Cash Severance(3)	$	685,125	$	685,125		—
	Non-Equity Incentive Plan Compensation	$	456,750	$	570,938		—
	Equity Acceleration(4)
	Options		—		—		—
	RSUs	$	1,598,040	$	1,845,841	$	1,845,841
	PSUs		—	$	686,692		—
	Other Benefits(5)	$	57,094	$	57,094		—
	Total	$	2,797,009	$	3,845,689	$	1,845,841
Michael Shetzline, M.D., Ph.D.	Cash Severance(3)	$	672,075	$	672,075		—
	Non-Equity Incentive Plan Compensation	$	358,440	$	448,050		—
	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

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(1): Represents amounts payable under the terms of the named executive officer severance arrangements. ~~Non equity~~Non-equity incentive plan compensation payment amount assumes no bonus amounts for ~~2018~~2020 have been paid to the

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executive as of December 31, ~~2018,~~2020, and that all ~~2017~~2019 bonus amounts have been paid as of such date, in each case, as would be consistent with Ironwood's historical practice.

(2): 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.~~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 ~~$10.36,~~$11.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, ~~2018,~~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 fully accelerated (if any) in connection with the named executive officer's death by ~~$10.36,~~$11.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, ~~2018.~~
2020, in accordance with the terms of the award agreements issued under our equity incentive plans.
: With respect to PSUs, the treatment of such awards in the event of the named executive officer's death or permanent disability is described elsewhere in this proxy statement under the caption Treatment of Equity in the Event of Death or Permanent Disability and in footnote 4 to this table.
(3): With respect to an involuntary termination of employment without cause or a constructive termination, includes the value of the payment of an additional amount equal to six months of base salary for all named executive officers (other than ~~Dr. Hecht)~~Mr. Mallon) in the event he or she does not obtain full-time employment within six months following the one 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 ~~arrangements~~agreements with each executive officer. The value is calculated by multiplying the amount (if any) by which ~~$10.36,~~$11.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, ~~2018,~~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 ~~$10.36,~~$11.39, the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, ~~2018,~~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, ~~also~~ 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 ~~Dr. Hecht)~~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.

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CEO Pay Ratio

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our principal executive officer ~~Dr. Hecht,~~on December 31, 2020, Mr. Mallon, and the ratio of these two amounts. For ~~2018,~~2020, our last completed fiscal year:

•: The estimated median of the annual total compensation of all employees of our company (other than ~~Dr. Hecht)~~Mr. Mallon) was ~~$194,750;~~$222,011; and
•: ~~Dr. Hecht's~~Mr. Mallon's annual total compensation, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was ~~$5,160,116.~~$6,821,113.

Based on this information for ~~2018,~~2020, we estimate that the ratio of the annual total compensation of ~~Dr. Hecht~~Mr. Mallon to the median annual total compensation of all employees was 26approximately 31 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's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for Ironwood, as other companies have employees based in different locations (including other countries), have different business models and employee needs, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

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

•: ~~As a result of significant changes to our employee population in 2018, we~~We determined that it was appropriate to re-identify our median ~~employee.~~employee for the purposes of the pay ratio disclosure for 2020. We determined that, as of December 31, ~~2018,~~2020, our employee population consisted of ~~approximately 514 individuals with all of these individuals located in the United States.~~305 individuals. This population consisted of our full- and part-time employees. We ~~moved to~~utilized a December 31, ~~2018~~2020 identification date ~~because~~as it is ~~closer to the date of~~consistent with our ~~annual proxy statement filing and is consistent with~~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 ~~will enable~~enables us to make such identification in a reasonably efficient and economical manner.
•: To identify the "median employee" from our employee population, we ~~compared~~started with the ~~amount of salary and wages (including cash bonuses and incentives)~~gross earnings of our employees as reflected in our payroll records for ~~2018~~2020 as of the identification date, and as reportable to the Internal Revenue Service on Form W-2. ~~In addition, since we widely distribute annual~~We subtracted 2020 equity ~~awards to our employees as part of our owner-oriented compensation philosophy, we included~~earnings from stock option exercises and stock award vesting and replaced them with the ~~grant date~~grant-date fair value of equity awards granted in ~~2018~~2020. We subtracted 2019 annual bonuses (paid in 2020) and replaced them with 2020 annual bonus awards (paid in 2021). We also added the ~~compensation measure.~~
•: ~~We identified our median employee using this compensation measure, which was consistently applied to all our~~company's 401(k) matching contribution. For employees ~~included~~hired during 2020, we annualized base salary and 2020 bonus amounts, but not the value of equity granted in ~~the calculation. Since all our employees~~2020 as new hire awards are ~~located in the United States, as is Dr. Hecht, we~~made on a one-time basis.

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

•

Once we identified ~~our~~the median employee, ~~we combined all~~for purposes of the ~~elements of such employee's~~pay ratio, we calculated his or her compensation in the same manner as we do for 2018 in accordance with applicable SEC rules, resulting in annual total compensation of $197,044. The difference between such employee's salary and wages, bonuses, and the grant date fair value of the employee's equity grants, and the employee's annual total compensation represents the estimated value of such employee's transportation and fitness stipends and 401(k) matching contributions.

Summary Compensation Table purposes.

•: With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of the Summary Compensation Table for ~~2018.~~2020.

64 Ironwood

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Compensation Committee Report

We have:

1.: reviewed and discussed with management the Compensation Discussion and Analysis found herein; and
2.: based on the review and discussions referred to in paragraph (1) above, we recommended to the board of directors that the Compensation Discussion and Analysis be included in the company's proxy statement on Schedule 14A for filing with the SEC.


		By the Compensation and HR Committee,
		~~Edward P. Owens~~Andrew Dreyfus, Chair Jon R. Duane Marla L. Kessler

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~~PROPOSAL NO. 2—ADVISORY VOTE ON~~
~~NAMED EXECUTIVE OFFICER~~
~~COMPENSATION~~

~~Our board recommends that you approve the~~
~~compensation of our named executive officers as~~
~~disclosed in this proxy statement.~~

Proposal No. 2

At our ~~2019~~2021 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" vote. This is a non-binding vote on the compensation of our "named executive officers," as described in theCompensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, all as set forth in this proxy statement.

The ~~objectives~~objective of our compensation policies ~~are~~is to provide compensation and incentives that align employee actions and motivations with the interests of our ~~stockholders,~~stockholders; attract, retain, motivate and reward outstanding talent across ~~our company~~Ironwood through well-communicated programs that are aligned with our ~~core values~~vision and ~~business mission,~~mission; and support a positive company culture. In ~~2018,~~2020, 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 ~~options~~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 ~~executives~~named executive officers and our stockholders and serves to further focus our ~~executives~~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, orand demonstrates our "pay for ~~performance."~~performance" compensation philosophy.

Our previous say-on-pay vote was at our ~~2018~~2020 annual meeting and was approved by ~~more than 95%~~approximately 84% of the votes cast on such matter. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the provisions of Section 14A of the Exchange Act, we must hold the advisory (non-binding) vote on named executive officer compensation at least once every three years. Based on the recommendation of our stockholders in 2017, our board of directors determined to provide our stockholders the opportunity to vote (on an advisory basis) on named executive officer compensation on an annual basis to allow our stockholders to provide us with regular, timely and direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. We believe this practice allows us to further align our compensation programs with our stockholders' interests as stockholder feedback may be taken into consideration as part of the compensation review process.

Vote Required

Because this proposal seeks a non-binding, advisory vote, there is no "required vote" 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' 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.

2021  Proxy Statement    67
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~~PROPOSAL NO. 3—AMENDMENT TO OUR~~
~~CERTIFICATE OF INCORPORATION TO~~
~~DECLASSIFY THE BOARD OF DIRECTORS~~

Our Stockholders
Security Ownership of Certain Beneficial Owners and Management
~~Our board recommends that you approve the~~
~~amendment to our certificate of incorporation~~
~~to declassify the board of directors~~
        ~~Currently, our Eleventh Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, provides for a classified board of directors divided into three classes of directors,~~The following table sets forth certain information with each class elected for a three-year term. The classification of the board of directors results in staggered elections, with each class of directors standing for election every third year. One class consists of members whose terms expire upon the election and qualification of their successors at the 2019 Annual Meeting, or the Class III directors, one class consists of members whose terms expire at the 2020 annual meeting of stockholders, or the Class I directors, and one class consists of members whose terms expire at the 2021 annual meeting of stockholders, or the Class II directors.
        After careful consideration, the board of directors has determined that it is advisable and in the best interests of the company and its stockholders to amend our Certificate of Incorporation to declassify the board of directors to allow our company's stockholders to vote on the election of the entire board of directors on an annual basis, rather than on a staggered basis.
        ~~The general description of the proposed amendment to our Certificate of Incorporation set forth in this Proposal 3 is qualified in its entirety by reference~~respect to the ~~text thereof, which is attached as Appendix~~beneficial ownership of our Class A ~~to this proxy statement. Additions to our Certificate of Incorporation are indicated by bolded underlined text and deletions are indicated by strikethroughs.~~
~~Declassification of the Board of Directors~~
        ~~If this Proposal 3 is approved by Ironwood's stockholders~~common stock at ~~the annual meeting, the declassification of the board of directors will be phased in as follows:~~March 31, 2021 for:
•
~~at the 2020 annual meeting~~each person whom we know beneficially owns more than five percent of ~~stockholders, the~~our Class ~~I directors will stand for election for a one-year term;~~A common stock;

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

•
~~at the 2022 annual meeting~~each of ~~stockholders,~~our named executive officers; and ~~at each annual meeting~~

•
all of ~~stockholders thereafter, all~~our current directors ~~will stand for election for one-year terms.~~and executive officers as a group.
        ~~Under the proposed amendment, the annual election~~The number of ~~directors will be phased in gradually to assure a smooth transition. If this Proposal 3~~shares beneficially owned by each stockholder is ~~approved~~determined under rules issued by the ~~requisite vote~~SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Each of ~~Ironwood's~~the stockholders ~~any director elected~~listed has sole voting and investment power with respect to ~~fill a vacancy~~the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
The percentage of Class A common stock beneficially owned by each person is based on 161,931,012 shares of Class A common stock outstanding on March 31, 2021. Shares of Class A common stock that ~~did not arise from an increase~~may be acquired within 60 days following March 31, 2021 pursuant to the exercise of options or the vesting of RSUs, are included in the ~~size~~holdings of ~~the board of directors will hold office~~each stockholder, as applicable, and are deemed to be outstanding for the ~~term that remains for~~purpose of computing the ~~applicable vacating director, and any director elected to fill a vacancy that resulted from an increase~~percentage ownership of such holder. Such amounts, however, are not included in the ~~size~~holdings of the board of directors will be elected to serve until the next annual meeting of stockholders. As required by Delaware law, the amendment also reflects that, once the board of directors is declassified, stockholders may remove directors with or without cause.
        If this Proposal 3 is not approved by the requisite vote of Ironwood's stockholders, the board of directors will remain classified, with each class of directors serving a term expiring at the annual meeting of stockholders heldany other stockholder in the ~~third year following~~table below and are not deemed to be outstanding for computing the ~~year~~percentage ownership of ~~their election.~~any other holder shown in the table below. Beneficial ownership representing less than one percent is denoted with an "*."

68    Ironwood
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        ~~If this Proposal 3 is passed by~~Unless otherwise indicated, the ~~requisite vote of Ironwood's stockholders, it will become effective when we file the amendment to the Certificate of Incorporation with the Secretary of State~~address for each of the ~~State~~stockholders in the table below is c/o Ironwood Pharmaceuticals, Inc., 100 Summer Street, Suite 2300, Boston, Massachusetts 02110.

Name of Beneficial Owner
Number of Shares
of our Class A
Common Stock Percentage

Named Executive Officers and Directors

Mark Mallon(1)
449,356 *
Gina Consylman(2)
363,076 *
Thomas McCourt(3)
1,201,420 *
Jason Rickard(4)
306,016 *
Michael Shetzline, M.D., Ph.D.(5)
72,505 *
Mark G. Currie, Ph.D.(6)
1,352,404 *
Andrew Dreyfus
109,097 *
Jon R. Duane
47,421 *
Marla L. Kessler
47,421 *
Julie H. McHugh
125,607 *
Catherine Moukheibir
48,994 *
Lawrence S. Olanoff, M.D., Ph.D.
68,629 *
Edward P. Owens
218,954 *
Alexander J. Denner, Ph.D.(7)
16,429,079 10.1%
Jay P. Shepard
35,557 *
All current executive officers and directors as a group (14 persons)(8)
20,426,180 12.6%

5% Security Holders

Wellington Management Group LLP(9)
21,653,549 13.4%
Brown Capital Management, LLC(10)
20,150,463 12.4%
Sarissa Capital Management LP(11)
16,390,000 10.1%
The Vanguard Group(12)
15,892,347 9.8%
BlackRock, Inc.(13)
13,044,650 8.1%
Westfield Capital Management Company, LP(14)
8,488,043 5.2%

(1)
Includes 333,547 shares of ~~Delaware, which we intend~~Class A common stock issuable to ~~do promptly~~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 ~~annual meeting.~~
exercise of options that are exercisable within 60 days following March 31, 2021.

(3)
Includes (i) 1,094,150 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 and (ii) 5,713 restricted stock units that vest on May 20, 2021.

(4)
Includes (i) 171,600 shares of Class A common stock issuable to Mr. Rickard upon the exercise of options that are exercisable within 60 days following March 31, 2021 and (ii) 1,714 restricted stock units that vest on May 20, 2021.

(5)
Includes (i) 54,074 shares of Class A common stock issuable to Dr. Shetzline upon the exercise of options that are exercisable within 60 days following March 31, 2021 and (ii) 6,914 restricted stock units that vest on May 20, 2021.

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~~Considerations~~

(6): Includes 824,582 shares of Class A common stock issuable to Dr. Currie upon the exercise of options that are exercisable within 60 days following March 31, 2021.
(7): Includes (i) 39,079 shares of Class A common stock held directly by Dr. Denner and (ii) 16,390,000 shares of Class A common stock held by Sarissa Capital Management LP, or Sarissa. See note 11 below for information regarding the shares of Class A common stock held by Sarissa.
(8): Includes (i) 2,394,423 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days following March 31, 2021 and (ii) 14,341 restricted stock units that vest on May 20, 2021.
(9): Based upon the information provided by Wellington Management Group LLP, or Wellington, Wellington Group Holdings LLP, or Wellington Group, Wellington Investment Advisors Holdings LLP, or Wellington Investment, and Wellington Management Company LLP, or Wellington Management and, collectively with Wellington, Wellington Group and Wellington Investment, the Wellington Entities, in a Schedule 13G/A filed on February 4, 2021, reporting as of December 31, 2020. 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 ~~Board~~Wellington Entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(10)

70 Ironwood

~~THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE~~~~FOR~~ ~~THE ADOPTION OF THE PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.~~

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Certain Relationships and
Related Person Transactions

Since January 1, 2020, 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 ~~PROPOSAL NO. 4—APPROVAL OF OUR 2019 EQUITY INCENTIVE PLAN~~
Our Board of Directors—How We Are Paid and Executive Compensation appearing elsewhere in this proxy statement.

Indemnification Agreements

~~Our board recommends~~We have entered into indemnification agreements with each of our current directors and certain of our officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that ~~you~~
~~vote~~may arise by reason of their service to ~~approve~~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 ~~adoption~~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
~~2019 Equity Incentive Plan.~~

~~We are asking~~ stockholders ~~to approve~~of record as of the ~~Ironwood Pharmaceuticals, Inc. 2019 Equity Incentive Plan, or~~close of business on March 19, 2019. In connection with the ~~2019 Plan. Our~~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, ~~upon the recommendation~~was president and chief scientific officer of the compensation and HR committee, approved the 2019 Plan, subject to stockholder approval, to replace our Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan, or the 2010 Plan, on the date the 2019 Plan is approved by our stockholders, or the Effective Date. Upon the Effective Date, we will no longer make grants under the 2010 Plan. The material features of the 2019 Plan are described under~~Summary of the 2019 Plan~~ ~~below.~~

~~We believe that the 2019 Plan will advance the interests of our stockholders~~Cyclerion in 2020 and is ~~consistent~~currently a senior advisor to Cyclerion.

Separation Agreement

In connection with ~~principles~~the Separation, Ironwood entered into a separation agreement with Cyclerion, dated as of ~~good corporate governance, including~~March 30, 2019, that, among other things, set forth our agreements with Cyclerion regarding the ~~following:~~

•: ~~Removal of Evergreen Provision.~~ ~~The 2019 Plan does not continue the "evergreen" feature of the 2010 Plan, which provides for an annual increase~~principal actions to ~~the number of shares available under the plan based on a pre-determined formula.~~
•: ~~Limits on Share Recycling.~~ ~~Shares underlying awards issued under the 2019 Plan will not~~ be recycled into the share pool if they are surrendered in satisfaction of tax withholding obligations or the exercise, base or purchase price of an award. In addition, shares underlying stock appreciation rights, or SARs, any portion of which are settled in shares, and shares underlying awards that are settled in cash, expire, become exercisable, terminate, or are forfeited to or repurchased by the company will not be recycled into the share pool.
•: ~~Limitations on Awards.~~ The 2019 Plan limits the number of stock options, SARs and other stock-based awards that may be granted to plan participants each calendar year. The 2019 Plan also limits the total compensation that may be granted or paid, as applicable, to non-employee directors during any calendar year.
•: ~~No Discounted Stock Options or SARs.~~ ~~All stock options and SARs granted under the 2019 Plan must have an exercise price that is not less than the fair market value of a share of our common stock on the date of grant.~~
•: ~~No Repricing.~~ ~~Other than~~taken in connection with ~~certain corporate transactions or changes~~the Separation, including the distribution detailed above. The separation agreement identified assets to ~~our corporate structure, the 2019 Plan prohibits the repricing~~be transferred, liabilities to be assumed and contracts to be assigned to each of ~~stock options or SARs without obtaining stockholder approval.~~
•: ~~Dividends~~Ironwood and ~~Dividend Equivalents.~~ Dividends and dividend equivalents on stock-based awards other than stock options or SARs will be subject to service- or performance-based risks of forfeiture and are subject to the same risk of forfeiture as the underlying awards. Dividend equivalents granted under the 2019 Plan will not be paid on stock options or SARs.

~~Reasons for Seeking Stockholder Approval~~

Our board of directors believes that our company's success and long-term progress are dependent upon attracting and incentivizing qualified individuals who can serve as directors, officers, employees, consultants, and advisers, and aligning the interests of such individuals with those of our stockholders. Our board of directors approved the 2019 Plan because it believes that this plan gives us the flexibility to continue to use various forms of incentive awards, including stock options and restricted stock units,Cyclerion as part of ~~our company's overall compensation programs.~~the Separation, and it provided for when and how these transfers, assumptions and assignments would occur. The separation agreement was intended to provide for those transfers of assets and assumptions of liabilities that were necessary so that after the Separation, Ironwood and Cyclerion would have the assets necessary to operate their respective businesses and retain or assume the liabilities related to those assets. Each of Ironwood and Cyclerion agreed to releases, with respect to pre-distribution claims, and cross indemnities, with respect to post-distribution claims, that, except as otherwise provided in the separation agreement, were principally designed to place financial responsibility for the obligations and liabilities allocated to Ironwood under the separation agreement with Ironwood and financial responsibility for the obligations and liabilities allocated to Cyclerion under the separation agreement with Cyclerion.

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~~With input~~Ironwood and Cyclerion also were each subject to two-year non-solicit and non-hire restrictions, which ended on April 1, 2021. In addition, the parties agreed to certain non-competition restrictions, including Ironwood's agreement not to engage, for three years following the Separation, in the business of discovering, researching, developing, importing, exporting, manufacturing, marketing, distributing, promoting or selling any pharmaceutical product (a) for the diagnosis, prevention or treatment of diabetic nephropathy, heart failure with preserved ejection fraction or sickle cell disease or (b) that contains one or more soluble guanylate cyclase, or sGC, stimulators.

Development Agreement

We entered into a development agreement with Cyclerion whereby Cyclerion provided us with certain research and development services with respect to certain products and product candidates, including without limitation MD-7246 (linaclotide delayed release) and IW-3718. Such research and development activities were governed by a joint steering committee comprised of representatives from ~~Pearl Meyer & Partners, LLC, or PM, the independent compensation consultant~~both Cyclerion and Ironwood. We paid Cyclerion fees for such research and development services as mutually agreed upon by us and Cyclerion as provided under this development agreement with certain allowances for specified overages. This agreement terminated effective March 31, 2021. We incurred approximately $6.9 million under this agreement.

Transition Services Agreements

Ironwood Transition Services

Prior to the ~~compensation~~Separation, we provided Cyclerion with certain corporate and ~~HR committee, our board of directors determined~~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 ~~number of shares that should be available under the 2019 Plan so that we may continue~~"Ironwood Services." Pursuant to ~~grant equity awards in line with our historical practices for approximately two to three years.~~

~~In setting the size~~this agreement, each of the ~~share pool under the 2019 Plan at 10,000,000 shares, which is smaller than the share pool remaining available~~Ironwood Services was to ~~grant under the 2010 Plan, our board~~continue for an initial term of ~~directors considered the historical amounts of equity awards granted by the company in the last three~~up to two years the total number of shares of our common stock underlying equity awards outstanding as of December 31, 2018, as further shown in the chart below, and the expected number of eligible plan participants following the Seperation. Based on an analysis by PM of the remaining shares available under the 2010 Plan (which was 10,692,400 as of April 2, 2019)(as applicable), the number of shares of our common stock underlying equity awards outstanding under the 2010 Plan, our historic and projected burn rate, current and proposed plan features, including the elimination of the evergreen feature that was included in our 2010 Plan, the equity plan guidelines established by proxy advisory firms and the impact of the Separation, the board of directors approved the 2019 Plan and the share pool authorized under itunless earlier terminated or extended according to ~~ensure that we continue to have the ability to provide competitive levels of equity compensation.~~

If the 2019 Plan is not approved by our stockholders, the 2019 Plan will not become effective, the 2010 Plan will expire on December 17, 2019, and we will no longer be able to grant equity awards to our employees and other service providers following such date. We believe that the inability to grant equity awards will materially affect our ability to attract and retain key talent. We also believe that the terms of the ~~2019 Plan, including its share pool, are reasonable, appropriate, and~~transition services agreement. This agreement terminated effective March 31, 2020. We received approximately $313,428 in total fees for the ~~best interests~~Ironwood Services under this agreement, which fees were based on our cost of ~~our stockholders.~~providing the Ironwood Services.

~~Existing Equity Plan Information~~Cyclerion Transition Services

~~The table below sets forth information with regard~~We also entered into a second transition services agreement whereby Cyclerion provided certain finance, procurement and facilities services to ~~securities authorized~~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 ~~issuance under our equity compensation plans as~~a term of ~~December~~one year; this agreement terminated effective March 31, ~~2018, and reflects~~2020. We paid approximately $105,060 in total fees for the conversion of our Class B common stock to Class A common stock, which was effective December 31, 2018. As of December 31, 2018, we had two active equity compensation plans, both of which were approved by our stockholders:

•: ~~Our 2010 Plan; and~~
•: ~~Our Amended and Restated 2010 Employee Stock Purchase Plan.~~

~~In addition, although we no longer grant awards under our Amended and Restated 2005 Stock Incentive Plan, there remain awards outstanding that were granted~~Cyclerion Services under this ~~plan.~~

Plan category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights(1) Weighted-average
exercise price of
outstanding options,
warrants and rights(2) Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))

(a)
(b)
(c)

Equity compensation plans approved by security holders
23,515,345 $ 13.47 16,712,852
Equity compensation plans not approved by security holders
— — —
Total
23,515,345 $ 13.47 16,712,852

~~(1)~~

~~Amount includes~~agreement, which fees were based on Cyclerion's cost of providing the ~~number~~Cyclerion Services.

Intellectual Property License Agreement

We entered into an intellectual property license agreement with Cyclerion pursuant to which each party granted a license to the other party to certain know-how. We granted Cyclerion a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license to certain know-how to allow Cyclerion to use such know-how in connection with Cyclerion's ongoing and future research and development activities related to sGC stimulator products in any field. Cyclerion granted us a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license to certain know-how for use outside of ~~shares subject to issuance upon exercise~~the research and development of ~~20,457,537 outstanding stock options~~sGC stimulator products, including in our existing products and ~~vesting~~product candidates. Such licenses between the parties generally allow current or future uses of ~~3,057,808 RSUs.~~

the know-how in connection with each party's respective fields.

72 Ironwood

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~~(2)~~: ~~Amount includes all outstanding stock options but does not include RSUs, which do not have an exercise price.~~

~~Summary~~Tax Matters Agreement

We entered into a tax matters agreement with Cyclerion that governs Ironwood's and Cyclerion's respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the ~~2019 Plan~~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 ~~following is a brief summary~~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 ~~material features~~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 ~~2019 Plan. A copy~~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 ~~2019 Plan is attached as Appendix B to this proxy statement, and we urge stockholders to read it in its entirety. The following summary is qualified in its entirety by reference~~Code, to the ~~full text~~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 ~~2019 Plan.~~distribution, together with certain related transactions, to qualify as a transaction that is tax-free generally is the responsibility of Ironwood.

~~Purpose.~~Employee Matters Agreement ~~The purpose of the 2019 Plan is to advance the interests of the company by providing for the grant to participants of stock, stock-based~~

We entered into an employee matters agreement with Cyclerion, which allocated assets, liabilities and ~~other incentive awards, all as more fully described below.~~

~~Administration.~~ The 2019 Plan is administered by our compensation and HR committee, which has the discretionary authority to, among other things, interpret the 2019 Plan, determine eligibility for and grant awards, determine, modify or waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and proceduresresponsibilities relating to the ~~2019 Plan and awards and otherwise do all things necessary or desirable to carry out the purposes of the 2019 Plan. Determinations of the~~employment, compensation, and ~~HR committee under the 2019 Plan will be conclusive~~employee benefits of Ironwood and bind all persons. The compensation and HR committee may delegate certain of its powers under the 2019 Plan to, among others, one or more of its members or members of our board of directors. As used herein, the term compensation and HR committee refers to our compensation and HR committee or its authorized delegates, as applicable.

~~Eligibility.~~ Employees, directors of and consultants and advisors to the company and its subsidiaries are eligible to participate in the 2019 Plan. Eligibility for stock options intended to be incentive stock options, or ISOs, is limited to employees of the company or certain affiliates. As of April 2, 2019, we estimate that approximately 331Cyclerion employees, and ~~8 non-employee directors would be eligible to participate in the 2019 Plan.~~

~~Authorized Shares.~~ Subject to adjustment as described below, the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the 2019 Plan is 10,000,000 shares, plus any shares that are subject to awards under the company's Amended and Restated 2005 Stock Incentive Plan or the company's Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan that are forfeited, expired or are cancelled without the delivery of shares of stock, or the Share Pool. The following rules apply in respect of the Share Pool:

•

~~All shares underlying a stock appreciation right, any portion of which is settled in shares of our common stock, will reduce the Share Pool.~~

•

~~All shares withheld in payment of the exercise price or purchase price of an award or in satisfaction of tax withholding obligations will reduce the Share Pool.~~

•

~~Shares underlying awards that are settled in cash will reduce the Share Pool.~~

•

Shares underlying award issued under the 2019 Plan that expire, become unexercisable, or terminate or that are forfeited to or repurchased by the company without the issuance of Stock will reduce the Share Pool.

•

~~Shares delivered under awards granted in substitution for awards of an acquired company that are converted, replaced or adjusted~~other related matters in connection with the ~~acquisition,~~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 ~~Substitute Awards,~~after the Separation, and Ironwood is responsible for liabilities associated with other employees, including employees retained by Ironwood.

Procedures for Related Party Transactions

Under our code of business conduct and ethics, our employees, officers and directors are discouraged from entering into any transaction 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 certain members of our management or the chair of our audit committee. Pursuant to its charter, our audit committee must approve any related party transactions, including those transactions involving our directors. 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's independence. Our audit committee will approve only those transactions that, in light of known circumstances, are in, or are not ~~reduce~~inconsistent with, our best interests, as our audit committee determines in the ~~Share Pool.~~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

•

~~The Share Pool will not be increased by any shares of stock delivered~~, under the ~~2019 Plan that are subsequently repurchased using proceeds directly attributable to stock option exercises.~~

heading Corporate Governance.

2021 Proxy Statement 73

Table of Contents

Shares that may be delivered under the 2019 Plan may either be (i) authorized but unissued shares of common stock or (ii) previously issued shares of common stock acquired by the company. The closing price of our common stock as reported on the Nasdaq Market on April 2, 2019 was $12.31 per share.

~~Individual Limits.~~ With respect to any person in any calendar year, the maximum number of shares for which stock options may be granted, the maximum number of shares subject to SARs that may be granted, and the maximum number of shares subject to awards other than stock options, SARs and awards that may be paid or settled in cash that may be granted is, in each case, 2,000,000 shares.

~~Director Limits.~~ The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards under the 2019 Plan and other compensation paid by the company for the director's service to our board of directors, may not exceed $600,000.

~~Types of Awards.~~ The 2019 Plan provides for the grant of stock options, SARs, restricted and unrestricted stock and stock units, performance awards, and other awards that are convertible into or otherwise based on our common stock. Dividend equivalents may also be provided in connection with awards under the 2019 Plan.

•: ~~Stock Options and SARs.~~ Our compensation and HR committee may grant stock options, including ISOs, and SARs. A stock option is a right entitling the holder to acquire shares of our common stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the 2019 Plan may not be less than 100% of the fair market value of the shares of our common stock subject to such stock option or SAR on the date of grant (or 110% in the case of certain ISOs). Each stock option and SAR will have a maximum term that does not exceed ten years from the date of grant (or five years, in the case of certain ISOs).
•: ~~Restricted and Unrestricted Stock and Stock Units.~~ Our compensation and HR committee may grant awards of stock, stock units, restricted stock and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock is stock subject to restrictions requiring that it be redelivered or offered for sale to us if specified service- or performance-based conditions are not satisfied.
•: ~~Performance Awards.~~ ~~Our compensation and HR committee may grant performance awards, which are awards subject to performance criteria.~~
•: ~~Other Stock- and Cash-Based Awards.~~ Our compensation and HR committee may grant other incentives payable in cash or in shares of our common stock, subject to such terms and conditions as are determined by our compensation and HR committee.
•: ~~Substitute Awards.~~ ~~Our compensation and HR committee may grant Substitute Awards, which may have terms and conditions that are inconsistent with the terms and conditions of the 2019 Plan.~~

~~Vesting; Terms of Awards.~~ Our compensation and HR committee determines the terms of all awards granted under the 2019 Plan, including the time or times when an award vests or becomes exercisable, the terms on which awards will remain exercisable and the effect of termination of a participant's employment or service on outstanding awards. Our compensation and HR committee may at any time accelerate the vesting or exercisability of an award.

Table of Contents

~~No Repricing.~~

Other than in connection with certain corporate transactions or changes to our capital structure, stock options and SARs granted under the 2019 Plan may not be amended to reduce the exercise price or base value of the stock option or SAR, cancelled and exchanged for stock options or SARs with an exercise price or base value that is less than the exercise price or base value of the original stock option or SAR, or cancelled when the exercise price or base value of the stock option or SAR is greater than the fair market value of a share of our common stock on the date of such cancellation in exchange for cash or other consideration, in each case, without stockholder approval.

~~Transferability of Awards.~~ ~~Except as our compensation and HR committee may otherwise determine, awards may not be transferred other than by will or by the laws of descent and distribution.~~

~~Performance Criteria.~~ The 2019 Plan provides for grants of performance awards subject to "performance criteria," which may relate to any, or any combination of, the following (measured either absolutely or comparatively (including, without limitation, by reference to an index or indices or the performance of one or more companies) and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof), among any other criteria determined by our compensation and HR committee: achievement of research, clinical trial or other drug development objectives; achievement of regulatory objectives; achievement of manufacturing and/or supply chain or other operational objectives; sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures, licenses, collaborations and strategic alliances; spin-offs, split-ups and the like; reorganizations; recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings; or any other objectives determined by our compensation and HR committee. Performance criteria and any related targets need not be based on an increase, a positive or improved result or avoidance of loss. Our compensation and HR committee may provide that one or more of the "performance criteria" specified above will be adjusted to reflect events (including, but not limited to, the impact of charges for restructurings, discontinued operations, mergers, acquisitions, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the applicable performance period that affect the applicable performance criterion or criteria.

~~Effect of Certain Transactions.~~ In the event of a consolidation, merger or similar transaction in which the company is not the surviving corporation, the sale of all or substantially all of the company's assets or common stock, or a dissolution or liquidation of the company, our compensation and HR committee may, with respect to outstanding awards, provide for:

•: ~~The assumption, continuation or substitution of some or all awards or any portion thereof by the acquirer or surviving entity;~~
•: The cash payment in respect of some or all awards or any portion thereof equal to the difference between the fair market value of the shares subject to the award and its exercise or purchase price, if any, on such terms and conditions as our compensation and HR committee determines; and/or
•: ~~The acceleration of exercisability or delivery of shares in respect of some or all awards or any portion thereof.~~

~~In the case of shares of restricted stock, our compensation and HR committee may require that any amounts delivered, exchanged or otherwise paid in respect of those shares in connection with the~~

~~Table of Contents~~

~~transaction be placed in escrow or otherwise made subject to restrictions determined by our compensation and HR committee.~~

~~Adjustment Provisions.~~ In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, our compensation and HR committee will make appropriate adjustments to the maximum number of shares that may be delivered under the 2019 Plan; the individual award limits; the number and kind of securities subject to, and, if applicable, the exercise or purchase price of, outstanding awards; and any other provisions affected by such event.

~~Clawback.~~ Our compensation and HR committee may provide that outstanding awards and proceeds from the disposition of awards or stock acquired under awards will be subject to forfeiture and disgorgement to the company, with interest and other related earnings, if the participant violates any restrictive covenants by which the participant is bound or any applicable company policy that provides for such forfeiture or disgorgement, or to the extent required by law or applicable stock exchange listing standards and any related company policy.

~~Effective Date, Amendments and Termination.~~ Our board of directors adopted the 2019 Plan on April 10, 2019, subject to approval by our stockholders. If the 2019 Plan is approved by our stockholders, the 2019 Plan will become effective as of the date of such approval. No awards will be granted after the tenth anniversary of the date the 2019 Plan was adopted by our board of directors. Our compensation and HR committee may at any time amend the 2019 Plan or any outstanding award and may at any time terminate the 2019 Plan as to future grants. However, except as expressly provided in the 2019 Plan, our compensation and HR committee may not alter the terms of an award so as to materially and adversely affect a participant's rights without the participant's consent (unless our compensation and HR committee expressly reserved the right to do so at the time the award was granted). Any amendments to the 2019 Plan will be conditioned on stockholder approval to the extent required by law or applicable stock exchange requirements.

~~Certain Federal Income Tax Consequences~~

The following discussion summarizes certain federal income tax consequences associated with certain awards granted under the 2019 Plan under the law as in effect on the date of this proxy statement. The summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the 2019 Plan, nor does it cover state, local or non-U.S. taxes.

~~ISOs.~~ In general, an optionee realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the optionee. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee (and a deduction to company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which company is not entitled to a deduction. If the optionee does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which the company is not entitled to a deduction.

~~NSOs.~~ In general, in the case of an NSO, the optionee has no taxable income at the time of grant but realizes income in connection with the exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price; a corresponding deduction is available to the company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as a capital gain or loss for which the company is not entitled to a deduction.

~~Table of Contents~~

In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NSO. ISOs are also treated as NSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.

~~SARs.~~ In general, the grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any stock received. A corresponding deduction is generally available to the company.

~~Unrestricted Stock Awards.~~ A participant who purchases or is awarded unrestricted stock generally has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the company.

~~Restricted Stock Awards.~~ A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the company. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the company. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.

For purposes of determining capital gain or loss on a sale of shares awarded under the 2019 Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant's tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.

~~Restricted Stock Units.~~ In general, the grant of a restricted stock unit does not itself result in taxable income. Instead, the participant is generally taxed upon vesting (and a corresponding deduction is generally available to the company), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.

~~Certain Change in Control Payments.~~ Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards may be subject to an additional 20% federal tax and may be non-deductible to the company.

~~New Plan Benefits~~

The future benefits or amounts that would be received under the 2019 Plan by executive officers, non-executive directors and non-executive officer employees are discretionary and are therefore not determinable at this time.

~~Table of Contents~~

~~Vote Required~~

The approval of this proposal requires a majority of the votes cast for or against the proposal. Abstentions and broker non-votes will not affect the outcome of this proposal. Broker nominees do not have discretion to vote on this proposal without your instruction; if you do not instruct your broker nominee how to vote on this proposal, your broker nominee will deliver a broker non-vote. Any shares that are not voted, whether by abstention, broker non-votes, or otherwise, will not affect the outcome of this proposal.

~~Table of Contents~~

~~PROPOSAL NO. 5—RATIFICATION OF OUR SELECTION OF AUDITORS~~

~~Our board recommends that you ratify the selection of~~
~~Ernst & Young LLP as our auditors for fiscal year 2019.~~

Proposal No. 3

Our audit committee has appointed Ernst & Young LLP to serve as our auditors for the fiscal year ending December 31, ~~2019.~~2021. The firm of Ernst & Young LLP, an independent registered public accounting firm, has ~~audited the books and accounts of Ironwood~~served as Ironwood's auditor since 1998 and has audited our financial statements for the years ended December 31, ~~2018, 2017~~2020, 2019 and ~~2016.~~2018. Detailed disclosure of the audit, audit-related, tax and other fees ~~we paid to~~billed for services rendered by Ernst & Young LLP in ~~2018~~2020 and ~~2017~~2019 are set forth below. Based on these disclosures and information in the audit committee report ~~beginning~~ on page 2119 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 ~~2019.~~2021.

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

The table below presents aggregate fees for professional audit services rendered by Ernst & Young LLP for the ~~years ended December 31, 2018 and 2017 for the~~ audits of our annual financial statements for the years ended December 31, 2020 and 2019 and fees billed for other services rendered by Ernst & Young LLP during those periods. It is the audit committee'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's independence. In accordance with the pre-approval policy, our management informs the audit committee of each service performed by Ernst & Young LLP pursuant to the pre-approval policy. Requests to provide services that require separate approval by the audit committee are submitted to the audit committee or its designee by ~~both~~ our chief financial officer, or chief accounting officer or controller and Ernst & Young LLP. All of the services described in the following fee table were approved in conformity with the audit committee's pre-approval policy.



	2018		2017			2020		2019

Audit	$	994,154	$	1,027,904	$	1,372,342	$	1,840,900
Audit-related	$	1,564,161	$	65,000	$	—	$	—
Tax	$	—	$	—	$	—	$	—
All other	$	6,910	$	307,700	$	6,860	$	1,735
					$	1,379,202	$	1,842,635
	$	2,565,225	$	1,400,604

Audit fees for ~~2018~~2020 and ~~2017~~2019 were for professional services rendered for the audits of our financial statements and internal controls over financial reporting, including accounting ~~consultation,~~consultations and reviews of quarterly financial statements, as well as for services that are normally provided in connection with regulatory filings or engagements, including auditor consents.

~~Audit-related~~ Additionally we incurred approximately $198,000 of audit fees related to the Separation which were reimbursed by Cyclerion pursuant to the Tax Matters Agreement. Audit fees for ~~2018~~2020 were ~~principally comprised of~~significantly lower than they were in 2019 due to services provided in 2019 in connection with the Separation, including the review and/or audit of ~~Cyclerion carveout financial statements. Audit-related fees for 2018~~discontinued operations, as well as accounting review of certain collaboration and ~~2017 included accounting consultations associated with the anticipated adoption of new accounting standards. All audit-related fees were approved by the audit committee.~~co-promotion agreements and debt-related transactions.

Other services ~~included~~in 2020 and 2019 include license fees for a web-based accounting research ~~tool in 2018 and due diligence activities performed during 2017. All other fees were approved by the audit committee.~~


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oý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


IRONWOOD PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
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	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:


Date:	~~Thursday, May 30, 2019~~Wednesday, June 2, 2021
Time:	9:00 a.m. Eastern Time
Location:	Our 2021 annual meeting of stockholders will be a "virtual meeting." You will be able to attend the annual meeting, vote and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/IRWD2021.
~~Place:~~	~~Ironwood Pharmaceuticals, Inc.~~ ~~301 Binney Street~~ ~~Cambridge, MA 02142~~
Purpose:	We are holding the annual meeting for stockholders to consider ~~five~~three company sponsored proposals:
	1.	To elect our Class ~~III~~I directors, ~~Andrew Dreyfus, Julie H. McHugh~~Mark G. Currie, Ph.D., Alexander J. Denner, Ph.D. and ~~Edward~~Jon R. Duane, and our Class II directors, Marla L. Kessler, Catherine Moukheibir, Lawrence S. Olanoff, M.D., Ph.D. and Jay P. ~~Owens,~~Shepard, each for a ~~three-year~~one-year term;
	2.	To hold an advisory vote on named executive officer compensation; and
	3.	~~To amend our Certificate of Incorporation to declassify the board of directors;~~
	4.	~~To approve our 2019 Equity Incentive Plan; and~~
	5.	To ratify our audit committee's selection of Ernst & Young LLP as our auditors for ~~2019.~~
	~~We will also consider action on any other matter that may be properly brought before the meeting or any postponement(s) or adjournment(s) thereof.~~ 2021.


Letter From Our President and Interim CEO ~~General Information~~			1

About Ironwood			3

Our Board of Directors			5

Proposal No. 1 Election of Directors			27

Our Executives			28

Executive Compensation			31

~~Security Ownership of Certain Beneficial Owners~~Compensation Discussion and ~~Management~~Analysis			531

~~Certain Relationships and Related Person Transactions~~Compensation Tables			951
~~Directors and Corporate Governance~~			12
Proposal No. ~~1—Election of Directors~~2			26
~~Executive Compensation~~			27
~~Proposal No. 2—~~Advisory Vote on Named Executive Officer Compensation			5467

Our Stockholders			68

Certain Relationships and Related Person Transactions			71

Proposal No. ~~3—Amendment to our Certificate of Incorporation to Declassify the Board of Directors~~3			55
~~Proposal No. 4—Approval of our 2019 Equity Incentive Plan~~			57
~~Proposal No. 5—~~Ratification of our Selection of Auditors			6575
~~Section 16(a) Beneficial Ownership Reporting Compliance~~
User's Guide			6676

Stockholder Communications, Proposals and Nominations for Directorships			6680

SEC Filings			6781
~~Appendix A—Proposed Amendment to Our Certificate of Incorporation~~			~~A-1~~
~~Appendix B—2019 Equity Incentive Plan~~			~~B-1~~

Name of Beneficial Owner

Officers and Directors(2)
Peter M. Hecht(3)	5,430,772	3.4	%
Gina Consylman(4)	166,857	*
Mark G. Currie(5)	1,426,698	*
Thomas A. McCourt(6)	1,111,492	*
William Huyett(7)	149,185	*
Andrew Dreyfus	58,107	*
Jon Duane	2,995	*
Marla Kessler	2,995	*
Mark Mallon	0	*
Julie H. McHugh	88,131	*
Catherine Moukheibir	2,995	*
Lawrence S. Olanoff	37,553	*
Edward P. Owens	199,528	*
All executive officers and directors as a group (14 persons)(8)	9,294,741	5.9	%



5% Security Holders
Wellington Management Group LLP(9)	19,600,069	12.6	%
FMR LLC (Fidelity)(10)	14,872,366	9.6	%
The Vanguard Group(11)	13,360,554	8.6	%
BlackRock, Inc.(12)	12,317,565	7.9	%
Brown Capital Management, LLC(13)	10,129,331	6.5	%
UBS Group AG(14)	8,591,679	5.5	%


Proxy Material Mailing Date: ~~[ ], 2019~~ April 22, 2021		Sincerely, Thomas McCourt President and Interim Chief Executive Officer

Name		Class		Audit committee	Governance and Nominating committee	Compensation and HR committee

Andrew Dreyfus(1)	60	III	2019			C
Julie H. McHugh, Chair(1)	54	III	2019	ü	ü
Edward P. Owens	72	III	2019	ü
Mark G. Currie, Ph.D.	64	I	2020
Jon Duane	60	I	2020		ü	ü
Mark Mallon, Chief Executive Officer	56	I	2020
Marla Kessler	49	II	2021			ü
Catherine Moukheibir	59	II	2021	C
Lawrence S. Olanoff, M.D., Ph.D.	67	II	2021		C




MARK G. CURRIE, Ph.D. Former President and Chief Scientific Officer, Cyclerion Therapeutics, Inc. Age: 66 Director since 2019		• Dr. Currie has served as a senior advisor to Cyclerion Therapeutics, Inc., or Cyclerion, a clinical-stage biopharmaceutical company, since January 2021. Dr. Currie previously served as Cyclerion's president and chief scientific officer from April 2019 to December 2020, and, prior to that, served as senior vice president, chief scientific officer and president of research and development at Ironwood from 2002 to April 2019. • Prior to joining Ironwood, Dr. Currie directed cardiovascular and central nervous system disease research as vice president of discovery research at Sepracor, Inc. and initiated, built and led discovery pharmacology and also served as director of arthritis and inflammation at Monsanto Company. • Dr. Currie currently serves on the board of directors of Science Exchange LLC. • Dr. Currie earned a B.S. in biology from the University of South Alabama and holds a Ph.D. in cell biology from the Bowman Gray School of Medicine of Wake Forest University. • We believe that Dr. Currie's vast experience leading the research and development efforts of an international biotechnology company will prove instrumental in guiding us through the research and development of novel therapies.




ALEXANDER J. DENNER, Ph.D. Founding Partner and Chief Investment Officer, Sarissa Capital Management LP Age: 51 Director since 2020 Board Committees • Governance and Nominating Committee		• 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 L.P, an investment advisory firm, from 2006 to 2011. Prior to that, he served as a portfolio manager at Viking Global Investors, a private investment fund, and Morgan Stanley Investment Management, a global asset management firm. • Dr. Denner serves on the board of directors of Biogen Inc. In the last five years, Dr. Denner has served as chair of the board of directors of Ariad Pharmaceuticals, Inc. and The Medicines Company, as well as a member of the board of directors of Bioverativ Inc. • Dr. Denner earned his B.S. in mechanical engineering from Massachusetts Institute of Technology, an M.S. and M.Phil in mechanical engineering from Yale University and an interdisciplinary Ph.D. from Yale University. • Dr. Denner brings to the 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.




JON R. DUANE Senior Partner Emeritus, McKinsey & Company Age: 62 Director since 2019 Board Committees • Governance and Nominating Committee • Compensation and HR Committee		• Mr. Duane is senior partner emeritus at McKinsey & Company, or McKinsey, an international management consulting company. Before his retirement in December 2017, Mr. Duane had served as a partner at McKinsey since 1992. • At McKinsey, Mr. Duane founded and led the firm's biotech practice. In that role, Mr. Duane advised both private and public companies in the pharmaceutical, medical device and life science industries, as well as academic research centers, on various strategic initiatives. • Mr. Duane serves as the executive chair on the board of Nashville Biosciences. • 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.




MARLA L. KESSLER Former Senior Vice President for Strategy, Marketing and Communications, IQVIA Holdings Inc. Age: 51 Director since 2019 Board Committees • Compensation and HR Committee		• Ms. Kessler served as an advisor to the chief executive officer of IQVIA Holdings Inc., or IQVIA (formerly IMS Health and Quintiles), a global analytics and technology company, from October 2020 to February 2021. Prior to that, Ms. Kessler had been the senior vice president for strategy, marketing and communications for IQVIA since October 2016. • Previously, Ms. Kessler served in various roles for IQVIA, including vice president for global services marketing and knowledge management from 2013 to September 2016, regional leader of the IMS Consulting Group in Europe from 2011 to 2013, location manager for the London IMS Consulting Group from 2009 to 2011 and senior principal from 2008 to 2009. • Before joining IQVIA, Ms. Kessler led several marketing efforts for Pfizer Inc. from 2004 to 2007 and worked in consulting for McKinsey & Company from 1996 to 2004. • Ms. Kessler received a B.S. in economics from Arizona State University and an M.B.A. from the Fuqua School of Business at Duke University. • Ms. Kessler provides an important commercial perspective to our board of directors given her expertise in strategic marketing, evidence-based research and customer experience in the life science industry.




CATHERINE MOUKHEIBIR Former Chief Executive Officer, MedDay Pharmaceuticals Age: 61 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 chairman of the board of directors of MedDay from April 2016 to January 2021. • Prior to that, Ms. Moukheibir served as the senior advisor for finance and a member of the executive board of directors at Innate Pharma SA, an oncology company, from 2011 to December 2016, and as the chief financial officer for Movetis N.V. from 2008 to 2010, when it was acquired. • 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 and chairs the audit committee of Orphazyme A/S and CMR Surgical. She also held past directorships on the boards of directors of Ablynx NV, Cerenis Therapeutics SA, Creabilis S.A., GenKyoTex S.A., Kymab Group Limited and Zealand Pharma A/S. • Ms. Moukheibir has an M.A. in economics and an M.B.A. from Yale University. • Ms. Moukheibir's long leadership career in the biopharmaceutical industry, as well as her deep background in international finance, provide her with valuable business and financial expertise in support of our corporate objectives.




LAWRENCE S. OLANOFF, M.D., Ph.D. Former Chief Operating Officer, Forest Laboratories, Inc. Age: 69 Director since 2015 Board Committees • Governance and Nominating Committee, Chair		• Dr. Olanoff most recently served as chief operating officer for Forest Laboratories, Inc., or Forest, (acquired by Allergan plc) from 2006 to 2010. Dr. Olanoff also served as a director of Forest from 2006 to 2014. • From 2005 to 2006, Dr. Olanoff was president and chief executive officer and a director at Celsion Corporation. He also served as executive vice president and chief scientific officer of Forest from 1995 to 2005. • Prior to joining Forest in 1995, Dr. Olanoff served as senior vice president of clinical research and development at Sandoz Pharmaceutical Corporation (now a division of the Novartis Group) and at the Upjohn Company in a number of positions, including corporate vice president of clinical development and medical affairs. • In addition, he is currently an adjunct assistant professor and special advisor to the president for corporate relations at the Medical University of South Carolina (MUSC), an ex-officio director of the MUSC Foundation for Research Development, chairman of the board of directors of Mitochondria in Motion, chairman of TAC Development LLC, chairman of the Elliot and Eleanor Foundation and a member of the board of directors of Clinical Biotechnology Research Institute at Roper St. Francis Hospital, the Westedge Project, Ichnos Sciences, and the Zucker Institute for Applied Neurosciences. Dr. Olanoff also held past directorships on the boards of directors of Axovant Sciences Ltd. and Celsion Corporation. • Dr. Olanoff received his Ph.D. in biomedical engineering and M.D. degree from Case Western Reserve University. • Dr. Olanoff's detailed knowledge of the pharmaceutical industry, his broad operational experience and his research and development leadership over the course of his career make him an important asset to our board of directors.




JAY P. SHEPARD Former President and Chief Executive Officer of Aravive, Inc. Age: 63 Director since 2020 Board Committees • Audit Committee		• Mr. Shepard was president and chief executive officer of Aravive, Inc. (formerly Versartis, Inc.), a clinical-stage oncology company, from May 2015 to January 2020, and has served as a member of its board of directors since 2013 and as chairman of its board of directors since January 2020. • From 2012 until May 2015, Mr. Shepard was an executive partner at Sofinnova Ventures, a venture capital firm focused on the healthcare industry, which he joined as an executive in residence in 2008. From 2010 to 2012, Mr. Shepard served as president and chief executive officer and was a member of the board of directors of NextWave Pharmaceuticals, Inc., a specialty pediatric pharmaceutical company. From 2005 to 2007, Mr. Shepard served as president and chief executive officer and a member of the board of directors of Ilypsa, Inc. (acquired by Amgen Inc.), a biopharmaceutical company focused on therapies for renal and metabolic disorders. • Mr. Shepard currently serves on the board of directors of Inovio Pharmaceuticals, Inc., Esperion Therapeutics, Inc. and the Christopher & Dana Reeve Foundation. Within the past five years, Mr. Shepard also served on the boards of directors of Marinus Pharmaceuticals, Inc. and Durect Corporation. • Mr. Shepard holds a B.S. in 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.




ANDREW DREYFUS President and Chief Executive Officer for Blue Cross Blue Shield of Massachusetts Age: 62 Director since 2016 Board Committees • Compensation and HR Committee, Chair		• Mr. Dreyfus has served as president and chief executive officer for Blue Cross Blue Shield of Massachusetts, or BCBSMA, one of the largest Blue Cross Blue Shield insurance plans in the country, since 2010. From 2005 to 2010, Mr. Dreyfus served as the executive vice president of healthcare services of BCBSMA. • Prior to joining BCBSMA, he served as the first president of the Blue Cross Blue Shield Foundation. Mr. Dreyfus also previously served as executive vice president of the Massachusetts Hospital Association and held a number of senior positions in Massachusetts state government, including undersecretary of consumer affairs and business regulation. • Mr. Dreyfus serves on the board of directors of BCBSMA, the Blue Cross Blue Shield Association, Boys & Girls Clubs of Boston and RIZE Massachusetts. He is a member of the advisory boards of Ariadne Labs and the Leonard D. Schaeffer Center for Health Policy & Economics at the University of Southern California (USC). He is a founding member of the Massachusetts Coalition for Serious Illness Care. • Mr. Dreyfus received a B.A. in English from Connecticut College. • Mr. Dreyfus brings to our board of directors significant expertise in the healthcare payer and reimbursement market, and broad management and executive leadership experience, providing valuable insight as we continue to develop and commercialize medicines in an evolving healthcare landscape.




	Broader Business					Healthcare Industry
Ironwood Board of Directors	Capital Allocation / Finance / Accounting	Strategic Transactions	Risk Management	Human Capital	Public Company Board	Senior Leadership ~~(small~~ (small biotech)	Senior Leadership ~~(large~~ (large pharma)	Customer / Market Insights (patient, payer, physician)

Julie H. McHugh	ü	ü✓	✓	ü	ü✓	ü✓	ü✓	ü✓	✓
Andrew Dreyfus	ü✓	ü✓	ü✓	ü✓				ü✓
Lawrence S. Olanoff, M.D., ~~Ph.D.~~ Ph.D.		ü	ü	ü	ü	ü	ü	ü
~~Mark Mallon.~~	ü	ü	ü	ü	✓	✓	ü✓	ü✓	✓	✓	✓
Jon R. Duane	ü✓	ü✓	ü✓					ü✓
Edward P. Owens	ü✓	ü✓	ü✓		✓
Mark G. Currie, Ph.D.	✓	✓	✓	✓		ü✓	✓	✓
Marla L. Kessler		✓	✓	✓			✓	✓
Catherine Moukheibir	✓	✓	✓	✓	✓	✓
~~Mark G. Currie~~Alexander J. Denner, Ph.D.	ü✓	ü✓	ü✓	ü	✓
Jay P. Shepard	✓	✓		ü✓	ü✓	ü
~~Marla Kessler~~		ü	ü	ü			ü	ü
~~Catherine Moukheibir.~~	ü	ü	ü	ü	ü	ü✓




JULIE H. McHUGH, CHAIR Former Chief Operating Officer, Endo Health Solutions, Inc. Age: 56 Director since 2014 Board Committees • Audit Committee • Governance and Nominating Committee		• Ms. McHugh most recently served as chief operating officer for Endo Health Solutions, Inc., or Endo, from 2010 through 2013, where she was responsible for the specialty pharmaceutical and generic drug businesses. • Prior to joining Endo, Ms. McHugh was the chief executive officer of Nora Therapeutics, Inc. • Before that she served as company group chairman for the worldwide virology business unit of Johnson & Johnson, or J&J, and previously she was president of Centocor, Inc., a J&J subsidiary. While at J&J, Ms. McHugh oversaw the development and launches of several products, including Remicade® (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.




EDWARD P. OWENS Former Partner, Portfolio Manager and Global Industry Analyst, Wellington Management Company, LLP Age: 74 Director since 2013 Board Committees • Audit Committee		• Mr. 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.


		By the Audit Committee,
		~~Andrew Dreyfus~~Catherine Moukheibir, Chair Julie H. McHugh Edward P. Owens Jay P. Shepard




		Fees

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

Name

Andrew Dreyfus	—		301,423	—		301,423
Marsha H. Fanucci	10,000	(2)	301,423	—		311,423
Terrance G. McGuire	9,965	(3)	301,423	—		311,388
Julie H. McHugh	10,000	(4)	301,423	—		311,423
Lawrence S. Olanoff, M.D., Ph.D.	—		301,423	6,250	(5)	307,673
Edward P. Owens	10,000	(6)	301,423	—		311,423
Amy W. Schulman	7,299	(7)	301,423	—		308,722
Douglas E. Williams, Ph.D.	—		301,423			301,423




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



Name	Age	Position(s)

Gina Consylman, CPA	49	Senior Vice President, Chief Financial Officer
Thomas McCourt	63	President and Interim Chief Executive Officer
Jason Rickard	50	Senior Vice President, Chief Operating Officer
Michael Shetzline, M.D., Ph.D.	62	Chief Medical Officer, Senior Vice President and Head of Drug Development




GINA CONSYLMAN, CPA Senior Vice President, Chief Financial Officer of Ironwood Pharmaceuticals, Inc. Age: 49 Joined Ironwood 2014		• Ms. Consylman has served as our senior vice president, chief financial officer since November 2017. Ms. Consylman previously served as our interim chief financial officer from September 2017 to November 2017, and as our vice president of finance and chief accounting officer from August 2015 to November 2017. She also previously served as our vice president, corporate controller and chief accounting officer from 2014 to 2015. • Prior to joining Ironwood, Ms. Consylman served as vice president, corporate controller and principal accounting officer of Analogic Corporation, or Analogic, (which was acquired by funds affiliated with Altaris Capital Partners, LLC) from 2012 to 2014, where she oversaw Analogic's global accounting team. • Prior to joining Analogic, Ms. Consylman served in various finance roles at Biogen Inc., or Biogen, from 2009 to 2012, culminating in her service as senior director, corporate accounting where she was responsible for the accounting teams for the corporate and U.S. commercial business units. • Before joining Biogen, Ms. Consylman also served as corporate controller at Varian Semiconductor Equipment Associates, Inc. (subsequently acquired by Applied Materials, Inc.) • Ms. Consylman currently serves on the board of directors and chair of the audit committee of Verastem, Inc. and as a member of the board of directors and member of the audit committee of Assembly Biosciences, Inc. Ms. Consylman, a Certified Public Accountant, began her career in public accounting at Ernst & Young LLP. She holds a B.S. in accounting from Johnson & Wales University and a M.S. in taxation from Bentley University.




THOMAS McCOURT President and Interim Chief Executive Officer of Ironwood Pharmaceuticals, Inc. Age: 63 Joined Ironwood 2009		• Mr. McCourt has served as our president since April 2019 and as our interim chief executive officer since Mr. Mallon's resignation in March 2021. 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 of Acceleron Pharma Inc., including as a member of the audit committee and the chair of the nominating and governance committee, and on the board of trustees for the American Society of Gastrointestinal Endoscopy (ASGE). Mr. McCourt has a degree in pharmacy from the University of Wisconsin.




JASON RICKARD Senior Vice President, Chief Operating Officer of Ironwood Pharmaceuticals, Inc. Age: 50 Joined Ironwood 2012		• Mr. Rickard has served as our chief operating officer since April 2020. Prior to his appointment as the company's senior vice president, chief operating officer, Mr. Rickard had been the company's senior vice president, operations since July 2018, in which capacity he led the company's manufacturing, pharmaceutical development, quality, human resources, information technology and facilities functions. Before becoming senior vice president, operations, Mr. Rickard served as the company's vice president global operations and information technology from July 2015 to July 2018; vice president global operations from 2014 to July 2015; vice president commercial manufacturing supply chain from 2013 to 2014; and head of supply chain from 2012 to 2013. • Prior to joining Ironwood, Mr. Rickard was with Genentech, Inc. from 2000 to 2012 in roles of increasing responsibility in manufacturing and supply chain. Mr. Rickard began his career as a mechanical engineer at AMOT Controls Corporation. • Mr. Rickard holds an M.S. from California State University—Sacramento and a B.S. from California State University—Chico, both in mechanical engineering.




MICHAEL SHETZLINE, M.D., Ph.D. Chief Medical Officer, Senior Vice President and Head of Drug Development of Ironwood Pharmaceuticals, Inc. Age: 62 Joined Ironwood 2019		• Dr. Shetzline has served as our chief medical officer, senior vice president and head of drug development since January 2019. Dr. Shetzline is a gastroenterologist and internist, with more than 25 years of experience in the biopharmaceutical industry and academia. • Before joining Ironwood, Dr. Shetzline was vice president and head of gastroenterology clinical sciences at Takeda Pharmaceuticals International Co., or Takeda, a global pharmaceutical company, where he led global clinical development for all GI assets from January 2015 to January 2019. • Prior to Dr. Shetzline'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's clinical development programs in gastroenterology. Before that, Dr. Shetzline was vice president and global program head crossing multiple therapeutic areas and head of translational medicine GI discovery at Novartis Pharmaceuticals AG from 2002 to 2012. • Dr. Shetzline also served as gastroenterology program director and assistant professor of medicine at Duke University Medical Center from 1997 to 2002. Dr. Shetzline has published over 40 full papers and book chapters and acted as a reviewer for a range of medicine journals. • Dr. Shetzline earned his M.D. and Ph.D. from The Ohio State University in physiology and medicine. Dr. Shetzline completed his internal medicine residency and fellowship in gastroenterology and served on the faculty as a National Institutes of Health supported physician scientist at Duke University Medical Center. • Dr. Shetzline is a Fellow of the American College of Physicians, the American College of Gastroenterology, and the American Gastroenterological Association and certified by the American Board of Internal Medicine.

Name	Peter M. Hecht, Ph.D.			Gina Consylman		Mark G. Currie, Ph.D.		Thomas A. McCourt		William Huyett

Title	Former Chief Executive Officer			Chief Financial Officer and Senior Vice President		Former Senior Vice President, Chief Scientific Officer, and President of R&D		President		Former Chief Operating Officer

Base salary increase		—	(1)	$	65,000	$	15,000	$	20,000	$	20,000
2018 base salary	$	100,000		$	415,000	$	485,000	$	465,000	$	465,000
2019 base salary	$	100,000		$	480,000	$	500,000	$	485,000	$	485,000
Cash bonus(2)	$	1,192,500		$	207,500	$	242,500	$	232,500	$	232,500
Annual restricted stock units awarded(3)		—			72,500		—		—		43,125
Annual stock options awarded(4)		1,000,000			145,000		600,000		345,000		258,750
Additional restricted stock units awarded in connection with the Separation(5)		—			12,000		12,000		12,000		12,000

Corporate Goal

Maximize the impact of our products	40	%	35	%
Create value from our innovative pipeline	25	%	22	%
Driving value through our partnership choices	20	%	5	%
Exercising financial discipline	10	%	10	%
Leverage our talent, team and culture	5	%	5	%

Totals	100	%	77	%



Corporate Goal	Stockholder Impact	Achievements	Target Percentage (%)		Actual Level of Achievement (%)

Drive LINZESS Growth	Grows the revenue base	• Exceeded target U.S. LINZESS net sales of $892 million with compliance excellence • Obtained U.S. FDA approval of sNDA to include IBS-C overall abdominal symptoms data LINZESS label	30	%	40	%

Advance our Pipeline	Advances future business growth and profitability	• Obtained Phase III data from IW-3718 program and made data-driven "go/no go" decision to discontinue development of IW-3718 • Obtained Phase II data from MD-7246 clinical trial ahead of schedule and made data-driven decision to discontinue development of MD-7246	30	%	30	%

Expand our impact in GI	Supports potential for long-term growth and profitability	• In connection with a U.S. disease education and promotional agreement with Alnylam Pharmaceuticals, Inc., Ironwood efforts contributed to >25 patients starting on GIVLAARI® (givosiran) treatment	20	%	6	%

Invigorate Ironwood	Helps to attract, motivate and retain top talent	• Built new GI capabilities and expertise • Strengthened and advanced equality, diversity & inclusion (ED&I) initiatives	5	%	5	%

Strengthen our financial profile	Enables Ironwood to invest thoughtfully without reliance on capital markets	• Exceeded target revenue of $372 million, target adjusted EBITDA* of $105 million, and target cash from operations of $135 million • Delivered 2nd full year of profitability	15	%	20	%

		Totals	100	%	101	%

	Stretch Goals for Additional Potential Achievement		50	%	0	%

		TOTALS	150	%	101	%



Name		Summary of Individual Goals

Gina Consylman	• ~~Serve as an enterprise leader~~Deliver target adjusted EBITDA from continuing operations • Generate cash from operations, requiring substantial management judgment and ~~strategic partner~~discipline, including efficient decision-making and cost-center level accountability across all aspects of the business • Evaluate inorganic opportunities in effort to ~~the chief executive officer in all parts of our business~~drive further value including completing three GI deep dives and identifying a potential mid/late-stage asset • Lead corporate strategy, investor relations and corporate communications activities to gain alignment on a refreshed corporate strategy

Thomas McCourt	• Deliver LINZESS net trade sales and total revenue targets • Grow the value of IW-3718 in refractory GERD and advance MD-7246 IBS-D pain program and additional early-stage pipeline assets • Maximize the value delivered from our salesforce optimizing our GIVLAARI partnership with Alnylam Pharmaceuticals, Inc. and securing an additional commercial product • Establish one new innovative payer contract working with our commercial partner for LINZESS, AbbVie, during 2020 in an effort to stabilize and ultimately improve net price • Build needed capabilities aimed at becoming the recognized leader in GI including optimizing our sales force, enhancing healthcare provider engagement, and certain talent upgrades

Jason Rickard	• Lead the company's response to the COVID pandemic* • Facilitate the smooth transition of all linaclotide international supply responsibilities to AstraZeneca AB and ~~guide~~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~~company's reduction in force effort* • Deliver on ~~all financial decisions, including managing a strong balance sheet to enable the company to meet its objectives~~our people priorities; inspire through our mission and ~~be positioned to achieve its long-term goals~~strategy, advance our equality, diversity and inclusion program and grow/challenge our people with targeted individual development programs

Michael Shetzline, M.D., Ph.D.	• ~~Follow~~Gain approval of sNDA to reflect results of Phase IIIb trial in LINZESS label, negotiating and securing additional language with the U.S. FDA documenting the relief of overall abdominal symptoms of IBS-C in the LINZESS product label • Obtain IW-3718 top-line Phase III data in refractory GERD, implementing programs to accelerate screening and participant recruitment and gaining U.S. FDA 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 ~~disciplined approach~~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 ~~capital allocation, investing~~evaluate the existence and accessibility of GI assets across the industry, identifying and prioritizing potential assets • Establish a team of world class experts and trusted opinion leaders in ~~opportunities~~gastroenterology to ~~grow~~provide valued insight and advice to the ~~business~~drug development and ~~create sustainable long-term value~~commercial teams
	• ~~Drive value creation in the evaluation and, when appropriate, pursuit of business development opportunities for the organization through effective cross-functional collaboration and strategic guidance~~
	• ~~Represent Ironwood within the investment community~~
	• ~~Ensure company compliance with financial regulations and standards, including those related to The Sarbanes-Oxley Act of 2002, as well as SEC reporting~~
	• ~~Evolve our culture of ownership, collaboration and innovation to drive incremental value for the company~~
	• ~~Create integrated workforce, talent and capability plans that position us to execute our goals and longer-term strategy~~
	• ~~Lead and guide the company to execute the Separation and to position the companies for success~~
	• ~~Provide the highest quality of advice on all financial and compliance matters that optimize capital structure, strengthen balance sheet, and execute timely and accurate financial filings~~
~~Mark G. Currie, Ph.D.~~	• ~~Serve as an enterprise leader and strategic partner to the chief executive officer in all parts of our business~~
	• ~~Serve as strategic leader on all research and development decisions and manage investments and expenses to enable the company to meet its objectives and be positioned to achieve its long-term goals~~
	• Advance our products and product candidates and further our discovery efforts through pipeline investments in the key value drivers of our business, including with respect to our mid to late stage pipeline
	• ~~Enhance the clinical profile of LINZESS and drive linaclotide development programs to advance in additional indications, populations and formulations~~
	• ~~Leverage internal research and development capability to support the advancement of our uncontrolled gout program~~
	• ~~Lead and guide the company to execute the Separation and to position the companies for success~~
	• ~~Drive value creation in the evaluation and, when appropriate, pursuit of business development opportunities for the organization through effective cross functional collaboration and strategic guidance~~
	• ~~Evolve our culture of ownership, collaboration and innovation to drive incremental value for the company~~
	• ~~Create integrated workforce, talent and capability plans that position us to execute our goals and longer-term strategy~~

Executive Officer*

Gina Consylman	60,000	30,000
Mark G. Currie, Ph.D.	215,000	—
Thomas A. McCourt	131,250	21,875

	2017 Target Compensation vs. Peer Group (pay as percent of median)

	Chief Executive Officer			Average for Other Executive Officers
Base Salary		12	%		89	%
Target Total Cash Compensation		9	%		87	%
Equity		129	%		92	%
Target Total Direct Compensation		107	%		93	%

Name and Principal Position

Peter M. Hecht, Ph.D.	2018	100,000	1,192,500	(4)	—		3,842,268		—	25,348	5,160,116
Former Chief Executive	2017	100,000	—		—		5,887,416		—	8,040	5,995,456
Officer	2016	100,000	—		—		4,135,830		—	8,065	4,243,895
Gina Consylman	2018	415,000	—		782,385	(5)	501,764	(6)	207,500	8,040	1,914,689
Chief Financial Officer and	2017	334,263	—		440,213		—		185,000	8,040	967,516
Senior Vice President	2016	—	—		—		—		—	—	—
Mark G. Currie, Ph.D.	2018	485,000	—		231,360		1,424,289		242,500	62,271	2,445,420
Former Senior Vice President,	2017	470,000	—		—		1,936,650		210,000	8,040	2,624,690
Chief Scientific Officer and	2016	454,000	—		—		1,092,045		301,000	8,040	1,855,085
President of R&D
Thomas A. McCourt	2018	465,000	—		549,641		869,479		232,500	34,002	2,150,622
President	2017	450,000	—		440,212		1,220,089		191,000	8,040	2,309,341
	2016	435,000	—		—		813,225		288,000	8,040	1,544,265
William Huyett*	2018	465,000	—		1,090,298	(7)	2,346,469	(8)	232,500	8,040	4,142,307
Former Chief Operating	2017	—	—		—		—		—	—	—
Officer	2016	—	—		—		—		—	—	—

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

				Compensation and HR Committee Approval Date (if different than Grant Date)						All Other Option Awards: Number of Securities Underlying Options (#)
								All Other Stock Awards: Number of Shares of Stock or Units (#)				Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(2)
	Grant Date
Name	Grant Date					Target ($)
Peter M. Hecht, Ph.D.		2/21/2018			1/25/2018		—		—		580,000		14.55		3,842,268
		—			—		50,000		—		—		—		—
Gina Consylman		1/2/2018	(3)		11/22/2017		—		—		15,000		15.27		104,288
		2/21/2018			2/12/2018		—		—		60,000		14.55		397,476
		1/2/2018	(3)		11/22/2017		—		7,500		—		—		114,525
		2/21/2018			2/12/2018		—		30,000		—		—		436,500
		7/31/2018	(4)		7/27/2018		—		12,000		—		—		231,360
		—			—		207,500		—		—		—		—
Mark G. Currie, Ph.D.		2/21/2018			2/12/2018		—		—		215,000		14.55		1,424,289
		7/31/2018	(4)		7/27/2018				12,000		—		—		231,360
		—			—		242,500		—		—		—		—
Thomas A. McCourt		2/21/2018			2/12/2018		—		—		131,250		14.55		869,479
		2/21/2018			2/12/2018		—		21,875		—		—		318,281
		7/31/2018	(4)		7/27/2018		—		12,000		—		—		231,360
		—			—		232,500		—		—		—		—
William Huyett		1/2/2018	(5)		11/22/2017		—		—		337,500		15.27		2,346,469
		1/2/2018	(5)		11/22/2017		—		56,250		—		—		858,938
		7/31/2018	(4)		7/27/2018		—		12,000		—		—		231,360
		—			—		232,500		—		—		—		—



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

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

Mark Mallon	2/27/2020		2/20/2020		—	—	—	—	221,061	2,630,626
	2/27/2020		2/20/2020		—	66,318	221,061	442,122	—	2,793,105
	—		—		579,375	—	—	—	—	—
Gina Consylman	2/27/2020		2/20/2020		—	—	—	—	68,327	813,091
	2/27/2020		2/20/2020		—	20,498	68,328	136,656	—	863,311
	—		—		247,200	—	—	—	—	—
Thomas McCourt	2/27/2020		2/20/2020		—	—	—	—	100,482	1,195,736
	2/27/2020		2/20/2020		—	30,145	100,482	200,964	—	1,269,591
	—		—		333,840	—	—	—	—	—
Jason Rickard	2/27/2020		—	(1)	—	—	—	—	60,289	717,439
	2/27/2020		—	(1)	—	18,087	60,289	120,578	—	761,752
	—		—		228,375	—	—	—	—	—
Michael Shetzline,	2/27/2020		—	(1)	—	—	—	—	28,135	334,807
M.D., Ph.D.	2/27/2020		—	(1)	—	8,441	28,135	56,270	—	355,487
	4/24/2020	(6)	4/18/2020		—	—	—	—	20,740	213,207
	4/24/2020	(6)	4/18/2020		—	6,222	20,740	41,480	—	217,500
	—		—		179,220	—	—	—	—	—