SEC Form DEF 14A filed by Ironwood Pharmaceuticals Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
![[MISSING IMAGE: lg_ironwood-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/lg_ironwood-bw.jpg)
Boston, Massachusetts 02110
IRONWOOD PHARMACEUTICALS, INC.
| Date: | | |
Tuesday, June 10, 2025
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Time:
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| | 9:00 a.m. Eastern Time | |
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Location:
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Our 2025 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/IRWD2025.
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Purpose:
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We are holding the annual meeting for stockholders to consider three company-sponsored proposals:
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1.
To elect our nine director nominees, Mark Currie, Ph.D., Alexander Denner, Ph.D., Andrew Dreyfus, Jon Duane, Marla Kessler, Thomas McCourt, Julie McHugh, Catherine Moukheibir and Jay Shepard, each to serve for a one-year term extending until our 2026 annual meeting of stockholders and their successors are duly elected and qualified;
2.
To hold an advisory vote on named executive officer compensation; and
3.
To ratify our audit committee’s selection of Ernst & Young LLP as our auditors for 2025.
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![[MISSING IMAGE: sg_thomasmccourt-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/sg_thomasmccourt-bw.jpg)
Chief Executive Officer and Director
![[MISSING IMAGE: ph_ironwood-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/ph_ironwood-4c.jpg)
| Our Board of Directors | | | | | 3 | | |
| | | | | 21 | | | |
| Our Executives | | | | | 23 | | |
| Executive Compensation | | | | | 25 | | |
| | | | | 25 | | | |
| | | | | 43 | | | |
| CEO Pay Ratio | | | | | 53 | | |
| Pay Versus Performance | | | | | 54 | | |
| Policies and Practices Regarding Grants of Equity Awards | | | | | 59 | | |
| | | | | 60 | | | |
| Our Stockholders | | | | | 62 | | |
| Certain Relationships and Related Person Transactions | | | | | 65 | | |
| | | | | 66 | | | |
| User’s Guide | | | | | 69 | | |
| Stockholder Communications, Proposals and Nominations for Directorships | | | | | 73 | | |
| SEC Filings | | | | | 74 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
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Name
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Age
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Audit
Committee |
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Governance
and Nominating Committee |
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Compensation
and HR Committee |
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Mark Currie, Ph.D.
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| | | | 70 | | | | | | | | | | | | | | | | |
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✓
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Alexander Denner, Ph.D.
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| | | | 55 | | | | | | | | | | | | C | | | | | | | | |
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Andrew Dreyfus
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| | | | 66 | | | | | | | | | | | | | | | | | | C | | |
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Jon Duane
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| | | | 66 | | | | | | | | | | |
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✓
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✓
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Marla Kessler
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| | | | 55 | | | | | | | | | | | | | | | | |
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✓
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Thomas McCourt
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| | | | 67 | | | | | | | | | | | | | | | | | | | | |
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Julie McHugh, Chair
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| | | | 60 | | | | |
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✓
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✓
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Catherine Moukheibir
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| | | | 65 | | | | | | C | | | | | | | | | | | | | | |
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Jay Shepard
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| | | | 67 | | | | |
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✓
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MARK
CURRIE, Ph.D. Partner, Iaso Ventures, LP
Age: 70
Director since 2019
Board Committees
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Compensation and HR Committee
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Dr. Currie has been a partner of Iaso Ventures, LP, an early-stage healthcare venture capital firm, since January 2024. Dr. Currie has also served as the chief scientific officer for CVCO Therapeutics, Inc., a private clinical stage company, since January 2025. Dr. Currie was previously the chair of the scientific advisory board of Cyclerion Therapeutics, Inc., or Cyclerion, a clinical-stage biopharmaceutical company, from January 2021 to September 2023. Prior to that, Dr. Currie served as Cyclerion’s president and chief scientific officer from April 2019 to December 2020. Prior to joining Cyclerion, Dr. Currie served as senior vice president, chief scientific officer and president of research and development at Ironwood from 2002 to April 2019.
•
Prior to joining Ironwood, Dr. Currie directed cardiovascular and central nervous system disease research as vice president of discovery research at Sepracor, Inc. and initiated, built and led discovery pharmacology and also served as director of arthritis and inflammation at Monsanto Company.
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Dr. Currie currently serves on the board of directors of Antag Therapeutics ApS and Sea Pharmaceuticals, LLC, each of which is a privately held company. Dr. Currie also chairs the scientific advisory boards of CVCO Therapeutics, Inc., Scaffold Therapeutics, Inc. and Wild Bioscience Ltd.
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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.
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ALEXANDER
DENNER, Ph.D. Founding Partner and Chief Investment Officer, Sarissa Capital Management LP
Age: 55
Director since 2020
Board Committees
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Governance and Nominating Committee, Chair
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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.
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Prior to joining Sarissa, Dr. Denner served as a senior managing director at Icahn Capital LP, 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.
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Dr. Denner serves on the board of directors of Attralus, Inc., a privately held company. In the last five years, Dr. Denner has served as chair of the board of directors of The Medicines Company and Sarissa Capital Acquisition Corp., as well as a member of the board of directors of Biogen Inc.
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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.
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Dr. Denner brings to the board significant experience overseeing the operations and research and development of healthcare companies and evaluating corporate governance matters. He also has extensive experience as an investor, particularly with respect to healthcare companies, and possesses broad healthcare industry knowledge.
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ANDREW
DREYFUS Former President and Chief
Executive Officer for Blue Cross Blue Shield of Massachusetts Age: 66
Director since 2016
Board Committees
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Compensation and HR Committee, Chair
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Mr. Dreyfus most recently served as president and chief executive officer for Blue Cross Blue Shield of Massachusetts, or BCBSMA, one of the largest Blue Cross Blue Shield insurance plans in the country, from 2010 to 2022. From 2005 to 2010, Mr. Dreyfus served as the executive vice president of healthcare services of BCBSMA.
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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.
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Mr. Dreyfus serves on the board of directors and as a member of the audit committee and the compensation and management development committee of Alto Neuroscience, Inc. (NYSE: ANRO), a public company. Mr. Dreyfus also serves on the board of directors of Octave Health Group Inc., a privately held company and the Joint Commission, the National Quality Forum and US of Care, all of which are non-profit organizations. He is a member of the advisory boards of Ariadne Labs, Hopebridge, Vale Health, the Leonard D. Schaeffer Center for Health Policy and Economics and the Massachusetts Coalition for Serious Illness Care. He previously served on the board of directors for BCBSMA, the Blue Cross Blue Shield Association and RIZE Massachusetts.
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Mr. Dreyfus received a B.A. in English from Connecticut College.
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Mr. Dreyfus brings to our board of directors significant expertise in the healthcare payer and reimbursement market, and broad management and executive leadership experience, providing valuable insight as we continue to develop and commercialize medicines in an evolving healthcare landscape.
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JON
DUANE Senior Partner Emeritus,
McKinsey & Company Age: 66
Director since 2019
Board Committees
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Governance and Nominating Committee
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Compensation and HR Committee
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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.
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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.
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Mr. Duane serves as the executive chair on the board of directors of Nashville Biosciences, LLC and on the board of directors of Kapha Bio, each of which is a privately held company.
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Mr. Duane graduated from Wesleyan University with a B.A. in government and received an M.B.A. from Harvard Business School.
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Mr. Duane brings to the board of directors significant experience advising academic research centers and companies across the life science and medical device industries.
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MARLA
KESSLER Co-Founder, SOLVEA Consulting, LLC
Age: 55
Director since 2019
Board Committees
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Compensation and HR Committee
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Ms. Kessler is a co-founder at SOLVEA Consulting, LLC, a business consulting and service provider company, since April 2024. Prior to joining SOLVEA Consulting, LLC, Ms. Kessler served as chief marketing officer of Datavant, Inc., a health IT company, from October 2022 to April 2024 and as chief customer officer of Aetion, Inc., a health care technology company, from September 2021 to October 2022. Before that, 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 and previously she had been the senior vice president for strategy, marketing and communications for IQVIA since October 2016.
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Previously, Ms. Kessler served in various roles for IQVIA, including vice president for global services marketing and knowledge management from 2013 to 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.
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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.
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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.
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Ms. Kessler provides an important commercial perspective to our board of directors given her expertise in strategic marketing, evidence-based research and customer experience in the life science industry.
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THOMAS
McCOURT Chief Executive Officer, Ironwood Pharmaceuticals, Inc.
Age: 67
Director since 2021
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•
Mr. McCourt has served as our chief executive officer and member of the board of directors since June 2021 and had previously served as president and interim chief executive officer from March 2021 to June 2021 and as president from April 2019 to June 2021. Prior to April 2019, Mr. McCourt served as our senior vice president of marketing and sales and chief commercial officer since joining Ironwood in 2009.
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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.
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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®.
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Mr. McCourt serves on the board of directors and as a member of the compensation committee of Pliant Therapeutics, Inc. (Nasdaq: PLRX), a public company, and on the board of trustees for the American Society of Gastrointestinal Endoscopy (ASGE). Mr. McCourt previously served on the board of directors of Acceleron Pharma Inc., including as a member of the audit committee and the chair of the nominating and governance committee.
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Mr. McCourt received a B.S. in pharmacy from the University of Wisconsin.
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Given his role as our chief executive officer and his previous leadership roles at the company since joining in 2009, we believe Mr. McCourt brings unique and in-depth insight into the operations and management of the company, which together with his extensive commercial experience, his deep knowledge of GI, and his experience launching and achieving blockbuster status for LINZESS, are valuable to our board of directors.
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JULIE
McHUGH, CHAIR Former Chief Operating Officer, Endo Health Solutions, Inc.
Age: 60
Director since 2014
Board Committees
•
Audit Committee
•
Governance and Nominating Committee
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•
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.
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Prior to joining Endo, Ms. McHugh was the chief executive officer of Nora Therapeutics, Inc.
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Before that she served as company group chair for the worldwide virology business unit of Johnson & Johnson, or J&J, and previously she was president of Centocor, Inc., a J&J subsidiary. While at J&J, Ms. McHugh oversaw the development and launches of several products, including Remicade® (infliximab) and she was responsible for oversight of a research and development portfolio including compounds targeting autoimmune diseases, HIV, hepatitis C, and tuberculosis.
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Prior to joining Centocor, Inc., Ms. McHugh led marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc.
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Ms. McHugh currently serves on the board of directors of Lantheus Holdings, Inc. (Nasdaq: LNTH), a public company, and Xellia Pharmaceuticals ApS, a privately held company. She also serves on the strategic advisory board for HealthCare Royalty Partners and the board of visitors for the Smeal College of Business of Pennsylvania State University. She previously served on the board of directors for Aerie Pharmaceuticals, Inc., Trevena, Inc., ViroPharma Inc., Epirus Biopharmaceuticals, Inc., Evelo Biosciences, Inc., the Biotechnology Industry Organization, the Pennsylvania Biotechnology Association and the New England Healthcare Institute.
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Ms. McHugh received her M.B.A. degree from St. Joseph’s University and her B.S. degree from Pennsylvania State University.
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Ms. McHugh’s experience as a chief executive officer and a chief operating officer at large multinational pharmaceutical companies makes her a valuable member of our board of directors. Her deep knowledge of Ironwood’s history and strategy and strong relationships with our senior leadership team also make her a valuable resource.
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CATHERINE
MOUKHEIBIR Former Chief Executive Officer,
MedDay Pharmaceuticals Age: 65
Director since 2019
Board Committees
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Audit Committee, Chair
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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 chair of the board of directors of MedDay from April 2016 to January 2021.
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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 2016, and as the chief financial officer for Movetis N.V. from 2008 to 2010, when it was acquired.
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Ms. Moukheibir previously served as the director of capital markets for Zeltia Group S.A. from 2001 to 2007.
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Ms. Moukheibir currently serves on the board of directors of MoonLake Immunotherapeutics AG (Nasdaq: MLTX), a public company. Ms. Moukheibir also serves on the board of directors of Asceneuron SA, Esteve Healthcare, S.L., Noema Pharma AG and CMR Surgical, all of which are privately held companies. She held past directorships on the boards of directors of Ablynx NV, Biotalys NV, Cerenis Therapeutics SA, Creabilis S.A., DNA Script SAS, GenKyoTex S.A., Kymab Group Limited, Orphazyme A/S, Oxford Biomedica plc and Zealand Pharma A/S.
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Ms. Moukheibir has an M.A. in economics and an M.B.A. from Yale University.
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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.
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JAY
SHEPARD Venture Partner at Catalys Pacific Fund, LP
Age: 67
Director since 2020
Board Committees
•
Audit Committee
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•
Mr. Shepard has served as a venture partner at Catalys Pacific Fund, LP, a venture group focused on licensing drug programs and creating new companies in the U.S. and Japan, since March 2021. Mr. Shepard previously was president and chief executive officer of Aravive, Inc. (formerly Versartis, Inc.), a clinical-stage oncology company, from May 2015 to January 2020, when he retired. From 2013 to 2015, Mr. Shepard was executive chairman of Versartis, Inc.
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From 2008 until May 2015, Mr. Shepard was an executive partner at Sofinnova Ventures, a venture capital firm focused on the healthcare industry. From 2010 to 2012, Mr. Shepard served as president and chief executive officer and was a member of the board of directors of NextWave Pharmaceuticals, Inc., a specialty pediatric pharmaceutical company. From 2005 to 2007, Mr. Shepard served as interim president and chief executive officer of Relypsa (Ilypsa, Inc.’s spin-out company, which was acquired by Galencia), a pharmaceutical company. Mr. Shepard was also vice president of commercial operations at Telik and oncology business unit head of Alza Pharmaceuticals (acquired by J&J).
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Mr. Shepard has over 35 years of experience in the pharmaceutical, biotechnology and drug delivery arenas. Mr. Shepard has participated in or led over 16 product launches by preparing markets and establishing sales and marketing operations.
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Mr. Shepard also currently serves on the board of directors of the following public companies: Inovio Pharmaceuticals, Inc. (Nasdaq: INO) and Esperion Therapeutics, Inc. (Nasdaq: ESPR). In addition, Mr. Shepard serves on the board of directors of Aculys Pharma, LLC and Cessation Therapeutics, Inc., each of which is a privately held company. Mr. Shepard also serves on the board of directors of the Christopher & Dana Reeve Foundation.
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Mr. Shepard holds a B.S. in Business Administration from the University of Arizona.
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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.
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![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
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Broader Business
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Healthcare Industry
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Ironwood Board of Directors
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Capital
Allocation / Finance / Accounting |
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Strategic
Transactions |
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Risk
Management |
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Human
Capital |
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Public
Company Board |
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Senior
Leadership (small biotech) |
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Senior
Leadership (large pharma) |
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Customer /
Market Insights (patient, payer, physician) |
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Mark Currie, Ph.D.
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| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
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Alexander Denner, Ph.D.
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| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | |
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Andrew Dreyfus
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| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | |
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Jon Duane
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | |
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Marla Kessler
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| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | |
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Thomas McCourt
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| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
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Julie McHugh
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| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
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Catherine Moukheibir
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| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | |
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Jay Shepard
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
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Number of Independent Directors/Total Number of Directors
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8/9
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| All Board Committees Comprised Solely of Independent Directors | | |
✓
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| Separate Independent Chair and Chief Executive Officer Positions | | |
✓
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| Regular Executive Sessions of Independent Directors | | |
✓
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| Annual Board and Committee Assessments | | |
✓
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| Annual Election of All Directors | | |
✓
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| Annual Advisory Stockholder Vote on Executive Compensation | | |
✓
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| Stock Ownership Guidelines for Directors and Executive Officers | | |
✓
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| Comprehensive Code of Business Conduct and Ethics | | |
✓
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| Corporate Governance Guidelines | | |
✓
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| Prohibition of Hedging and Pledging by Executive Officers and Directors | | |
✓
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| Anti-Overboarding Policy Limiting the Number of Other Public Company Boards on which our Directors May Serve | | |
✓
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| Clawback Policy | | |
✓
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Insider Trading Prevention Policy
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| |
✓
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| | | | By the Audit Committee, | |
| | | |
Catherine Moukheibir, Chair
Julie McHugh Jay Shepard |
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![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
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Fees
|
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| Annual retainer for members of the board of directors | | | $50,000 ($85,000 for the chair) | |
| Additional annual retainer for members of the audit committee | | | $11,000 ($25,000 for the chair) | |
| Additional annual retainer for members of the compensation and HR committee | | | $10,000 ($20,000 for the chair) | |
| Additional annual retainer for members of the governance and nominating committee | | | $5,000 ($10,000 for the chair) | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
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Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
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Mark Currie, Ph.D.
|
| | | $ | 60,000 | | | | | $ | 138,573 | | | | | | — | | | | | $ | 198,573 | | |
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Alexander Denner, Ph.D.
|
| | | $ | 59,984(2) | | | | | $ | 138,573 | | | | | | — | | | | | $ | 198,557 | | |
|
Andrew Dreyfus
|
| | | $ | 70,000 | | | | | $ | 138,573 | | | | | | — | | | | | $ | 208,573 | | |
|
Jon Duane
|
| | | $ | 65,000 | | | | | $ | 138,573 | | | | | | — | | | | | $ | 203,573 | | |
|
Marla Kessler
|
| | | $ | 60,000 | | | | | $ | 138,573 | | | | | | — | | | | | $ | 198,573 | | |
|
Julie McHugh
|
| | | $ | 101,000 | | | | | $ | 138,573 | | | | | | — | | | | | $ | 239,573 | | |
|
Catherine Moukheibir
|
| | | $ | 75,000 | | | | | $ | 138,573 | | | | | | — | | | | | $ | 213,573 | | |
|
Jay Shepard
|
| | | $ | 61,000 | | | | | $ | 138,573 | | | | | | — | | | | | $ | 199,573 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
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Name
|
| |
Age
|
| |
Position(s)
|
|
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Tammi Gaskins
|
| |
52
|
| |
Senior Vice President, Chief Commercial Officer
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Gregory Martini
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| |
37
|
| |
Senior Vice President, Chief Financial Officer
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John Minardo
|
| |
50
|
| |
Senior Vice President, Chief Legal Officer and Secretary
|
|
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Michael Shetzline, M.D., Ph.D.
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| |
66
|
| |
Senior Vice President, Chief Medical Officer and Head of Research and Drug Development
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TAMMI GASKINS
Senior Vice President, Chief
Commercial Officer of Ironwood Pharmaceuticals, Inc. Age: 52
Joined Ironwood 2020
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| |
•
Ms. Gaskins has served as our chief commercial officer since January 2025. Previously, Ms. Gaskins served as vice president, brand management, since July 2021 and as senior director, marketing, since July 2020. Prior to joining Ironwood, Ms. Gaskins spent 20 years at AstraZeneca, a biopharmaceutical company, most recently serving as executive director of the U.S. diabetes franchise. Ms. Gaskins held positions of increasing seniority within the company’s specialty and primary care brands and spent time in Dubai as commercial director for the Middle East area.
•
Ms. Gaskins holds a B.A. in international studies from Trinity College and a Master’s in Public Administration from the University of Delaware.
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GREGORY MARTINI
Senior Vice President, Chief
Financial Officer of Ironwood Pharmaceuticals, Inc. Age: 37
Joined Ironwood 2017
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| |
•
Mr. Martini has served as our chief financial officer since January 2025. He previously served as vice president, strategic finance and investor relations since March 2022 and senior director, financial planning and analysis from August 2020 to March 2022. Prior thereto, Mr. Martini served in various financial planning and analysis roles of increasing responsibility enterprise-wide at Ironwood, supporting the commercial, research and development, and general and administrative functions.
•
Before joining Ironwood in 2017, Mr. Martini served in various financial and corporate development roles at Thermo Fisher Scientific, Ernst & Young LLP and Raytheon.
•
Mr. Martini holds a B.S. in finance from Bentley University.
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| | | | |
JOHN MINARDO
Senior Vice President, Chief Legal Officer and Secretary of Ironwood Pharmaceuticals, Inc.
Age: 50
Joined Ironwood 2021
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| |
•
Mr. Minardo has served as our chief legal officer and secretary since August 2021.
•
Prior to joining Ironwood, Mr. Minardo was with Seqirus, a pharmaceutical company, where he was vice president, general counsel and a member of the Seqirus executive leadership team, leading a global legal team overseeing activities including business transactions, regulatory matters, corporate governance, compliance and intellectual property from 2015 to 2021. Prior to Seqirus, Mr. Minardo was with Novartis in increasing roles of responsibility from 2007 to 2015, ultimately serving as vice president, general counsel and chief compliance officer at Novartis Influenza Vaccines. Mr. Minardo started his legal career as a litigator at Kaye Scholer LLP.
•
Mr. Minardo holds a B.A. from Boston College and a J.D. from Brooklyn Law School.
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| | | | |
MICHAEL
SHETZLINE, M.D., Ph.D. Senior Vice President, Chief Medical Officer and Head of Research and Drug Development of Ironwood Pharmaceuticals, Inc.
Age: 66
Joined Ironwood 2019
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| |
•
Dr. Shetzline has served as our chief medical officer, and head of research and drug development since October 2021 and had served as chief medical officer, and head of drug development from January 2019 to October 2021. Dr. Shetzline is a gastroenterologist and internist, with more than 30 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 2015 to 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 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 is on the board of directors of PharmaIN Corporation, a private company.
•
Dr. Shetzline earned his M.D. and Ph.D. in physiology and medicine from Ohio State University. 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 is certified by the American Board of Internal Medicine.
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![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
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Company Goal
|
| |
Partially
Achieved |
| |
Target
|
| |
Over
Achieved |
| |
Results
|
|
|
MAXIMIZE LINZESS (30%)
|
| | | | | | | | | | | | |
|
LINZESS U.S. Net Sales
|
| |
$1,055M
|
| |
$1,087M
|
| |
$>1,100M
|
| |
$916.3M(1)
|
|
| | | |
(20%)
|
| |
(30%)
|
| |
(45%)
|
| |
(0%)
|
|
|
BUILD INNOVATIVE PIPELINE (35%)
|
| | | | | | | | | | | | |
| Partner European Apraglutide rights | | |
Specific goals are not disclosed for
competitive reasons |
| |
Below Target(2)
|
| ||||||
| CNP-104 option exercise decision by target deadline | | |
Specific goals are not disclosed for
competitive reasons |
| |
Target(3)
|
| ||||||
| Initiate Apraglutide new drug application (“NDA”) rolling submission and submit nonclinical and clinical NDA modules by target deadline | | |
Specific goals are not disclosed for
competitive reasons |
| |
Below Target(4)
|
| ||||||
| Key portfolio decisions by target deadline | | |
Specific goals are not disclosed for
competitive reasons |
| |
Target(5)
|
| ||||||
| | | |
(25%)
|
| |
(35%)
|
| |
(52%)
|
| |
(30%)
|
|
| STRENGTHEN FINANCIAL PROFILE (30%) | | | | | | | | | | | | | |
| Adjusted EBITDA (excluding the impact of any corporate development transactions and costs associated with a CNP-104 option exercise) | | |
$147M
|
| |
$162M
|
| |
$>170M
|
| |
$99.5M(6)
|
|
| | | |
(30%)
|
| |
(35%)
|
| |
(40%)
|
| |
(0%)
|
|
|
CREATE GREAT PLACE TO WORK (5%)
|
| | | | | | | | | | | | |
| Cultivate a high-performance, results-oriented, fostering culture by attracting, engaging, and developing talent | | |
Achieve
Iron Index Employee Survey Workplace Experience Score at or higher than the Energage benchmark |
| |
Deliver three initiatives
that have a meaningful impact across organization effectiveness, talent development, performance and culture |
| |
Deliver five initiatives that
have a meaningful impact across organization effectiveness, talent development, performance and culture |
| |
Target(7)
|
|
| | | |
(2.5%)
|
| |
(5%)
|
| |
(8%)
|
| |
(5%)
|
|
| | | | | | | | | |
TOTAL
|
| |
35%
|
|
| | | |
Adjusted Company Performance Achievement Multiplier
|
| |
70%
|
|
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
Name
|
| |
Summary of Individual Goals
|
|
Thomas McCourt
|
| |
•
Board and Investor Relations: Engage with the board of directors to align strategic and operational objectives to optimize the value of the company. Engage with stockholders, analysts, and potential stockholders to convey the potential value of the company and associated risks and ultimately foster stock price growth.
•
Strategic Opportunities: Lead the assessment of strategic opportunities and champion efforts where appropriate to drive corporate value.
•
Operational Performance: Lead and motivate the business towards the accomplishment of the 2024 corporate goals established by the board of directors.
•
Talent & Leadership: Continue to strengthen the effectiveness of the executive leadership team, providing opportunities to advance their professional development and enhance team dynamics. Serve as the cultural champion of the organization.
|
|
Name
|
| |
Summary of Individual Goals
|
|
John Minardo
|
| |
•
LINZESS Support: Effectively partner with the Commercial and R&D functions, as well as our U.S. partner, AbbVie, to support LINZESS, including advice on new consumer messaging and interactions with healthcare professionals on the new pediatric opportunity. Oversee our promotional review process and ensure compliance and timely review of the materials. Advise the business on the potential impacts and strategies to address potential generic challenges.
•
Corporate Risk Review: Partner with the board of directors and senior leadership to identify and mitigate organizational risks and minimize corporate exposure through effective legal counsel that balances or achieves business objectives and reduces opportunities for claims against Ironwood.
•
Corporate Development and Strategy: Collaborate with the Corporate Development function in assessing and negotiating potential transactions to enhance the value of the company.
•
VectivBio Integration: Enable the further transformation of the acquired business while minimizing disruption to the business. Build capabilities to support foreign operations.
•
Strengthen the leadership of the Legal team: Appropriately align and develop our legal capabilities in corporate governance, contracts, SEC filings, intellectual property, employee matters, public disclosures and corporate compliance.
|
|
Michael Shetzline, M.D., Ph.D.
|
| |
•
Complete the STARS phase 3 clinical trial for apraglutide, and dependent on data outcomes, demonstrate statistically significant primary endpoints and tolerability data to support an NDA filing.
•
Initiate a rolling NDA submission to the U.S. FDA for apraglutide, completing the nonclinical and clinical modules.
•
Assess future lifecycle management opportunities for apraglutide to reach cross-functional decisions on prioritized objectives and resourcing.
•
Advance the LINZESS pediatric IBS-C and functional constipation studies to satisfy the post-marketing requirements, further documenting the efficacy and safety profile.
•
Gain alignment with our partner, AbbVie, on joint development priorities and investments.
•
GI Pipeline Advancement: Expand our GI pipeline by advancing IW-3300 and CNP-104 studies. Identify potential life cycle management opportunities within the portfolio. Complete enrollment of the CNP-104 proof of concept study and complete an interim data readout to inform a go/no-go decision on exercising our option with COUR.
•
Lead Medical Affairs in engaging scientific advisors and key opinion leaders on the pipeline portfolio including publishing and presentations at medical conferences. Support Investor Relations in educating analysts and investors.
•
Strengthen leadership of the R&D function: Develop talent in the research and drug development function as world-class experts and trusted opinion leaders in GI.
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![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Named Executive Officer
|
| |
2023
Base Salary |
| |
2024
Base Salary |
| |
Increase ($)
|
| |
Increase (%)
|
| ||||||||||||
|
Thomas McCourt
|
| | | $ | 834,210 | | | | | $ | 867,568 | | | | | $ | 33,358 | | | | | | 4.0% | | |
|
Sravan Emany
|
| | | $ | 545,000 | | | | | $ | 590,000(1) | | | | | $ | 45,000 | | | | | | 8.3% | | |
|
Andrew Davis
|
| | | $ | 480,000 | | | | | $ | 510,000(2) | | | | | $ | 30,000 | | | | | | 6.3% | | |
|
John Minardo
|
| | | $ | 512,728 | | | | | $ | 531,745 | | | | | $ | 19,017 | | | | | | 3.7% | | |
|
Michael Shetzline, M.D., Ph.D.
|
| | | $ | 533,562 | | | | | $ | 557,572 | | | | | $ | 24,010 | | | | | | 4.5% | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Named Executive Officer
|
| |
2024 Target Bonus
(as a % of base salary) |
| |||
|
Thomas McCourt
|
| | | | 75% | | |
|
John Minardo
|
| | | | 45% | | |
|
Michael Shetzline, M.D., Ph.D.
|
| | | | 45% | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Component Calculation
|
| |||||||||||||||||||||||||||
|
Company
Performance Only Component (Weighted 70%) |
| |
70% Weighting
|
| |
×
|
| |
Target Bonus
|
| |
×
|
| |
Corporate Performance
Achievement Multiplier |
| |
=
|
| |
Company
Performance Only Component Payout |
| ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
+
|
|
|
Company and
Individual Performance Component (Weighted 30%) |
| |
30% Weighting
|
| |
×
|
| |
Target Bonus
|
| |
×
|
| |
Corporate
Performance Achievement Multiplier |
| |
×
|
| |
Individual
Performance Achievement Multiplier |
| |
=
|
| |
Company
and Individual Performance Component Payout |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Annual
Bonus Payout |
|
|
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Named Executive Officer
|
| |
Individual Performance
|
| |
Actual Bonus to Target Bonus
Ratio |
| |
Annual Cash Incentive Program
for 2024 Performance |
| |||||||||
|
Thomas McCourt
|
| | | | 70%(1) | | | | | | 70% | | | | | $ | 455,473 | | |
|
John Minardo
|
| | | | 100% | | | | | | 70% | | | | | $ | 167,500 | | |
|
Michael Shetzline, M.D., Ph.D.
|
| | | | 110% | | | | | | 72% | | | | | $ | 180,904 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Performance Metric
|
| |
Weight
|
| |
Performance
Period |
| |
Threshold
|
| |
Target
|
| |
Above Target
|
| |
Maximum
|
|
| 2024 aTSR PSUs | | | 50% | | | Three years ending February 28, 2027 | | |
50% attainment:
30 calendar-day average closing share price of $16.38 or above |
| |
100% attainment:
30 calendar-day average closing share price of $17.09 or above |
| |
200% attainment:
30 calendar-day average closing share price of $19.22 or above |
| |
400% attainment:
30 calendar-day average closing share price of $21.36 or above |
|
|
2024 rTSR
PSUs(1) |
| | 50% | | | Three years ending February 28, 2027 | | |
50% attainment:
rTSR at the 25th percentile compared to rTSR peer group through February 2027 |
| |
100% attainment:
rTSR at the 50th percentile compared to rTSR peer group through February 2027 |
| | N/A | | |
200% attainment:
rTSR at the 75th percentile compared to rTSR peer group through February 2027 |
|
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD)
|
| |
Krystal Biotech, Inc. (Nasdaq: KRYS)
|
|
|
ADMA Biologics, Inc. (Nasdaq: ADMA)
|
| |
Ligand Pharmaceuticals Incorporated (Nasdaq: LGND)
|
|
|
Agios Pharmaceuticals, Inc. (Nasdaq: AGIO)
|
| |
MacroGenics, Inc. (Nasdaq: MGNX)
|
|
|
Alkermes plc (Nasdaq: ALKS)
|
| |
MannKind Corporation (Nasdaq: MNKD)
|
|
|
Amicus Therapeutics, Inc. (Nasdaq: FOLD)
|
| |
Mirati Therapeutics, Inc. (Nasdaq: MRTX)
|
|
|
Apellis Pharmaceuticals, Inc. (Nasdaq: APLS)
|
| |
Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM)
|
|
|
Ardelyx, Inc. (Nasdaq: ARDX)
|
| |
Neurocrine Biosciences, Inc. (Nasdaq: NBIX)
|
|
|
BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX)
|
| |
Organogenesis Holdings Inc.(Nasdaq: ORGO)
|
|
|
Blueprint Medicines Corporation (Nasdaq: BPMC)
|
| |
Pacira BioSciences, Inc. (Nasdaq: PCRX)
|
|
|
Catalyst Pharmaceuticals, Inc. (Nasdaq: CPRX)
|
| |
PTC Therapeutics, Inc. (Nasdaq: PTCT)
|
|
|
Coherus BioSciences, Inc. (Nasdaq: CHRS)
|
| |
Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM)
|
|
|
Corcept Therapeutics Incorporated (Nasdaq: CORT)
|
| |
Sage Therapeutics, Inc. (Nasdaq: SAGE)
|
|
|
Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH)
|
| |
Sarepta Therapeutics, Inc. (Nasdaq: SRPT)
|
|
|
Dynavax Technologies Corporation (Nasdaq: DVAX)
|
| |
Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN)
|
|
|
Exelixis, Inc. (Nasdaq: EXEL)
|
| |
TG Therapeutics, Inc. (Nasdaq: TGTX)
|
|
|
Halozyme Therapeutics, Inc. (Nasdaq: HALO)
|
| |
Travere Therapeutics, Inc. (Nasdaq: TVTX)
|
|
|
ImmunoGen, Inc. (Nasdaq: IMGN)
|
| |
Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE)
|
|
|
Incyte Corporation (Nasdaq: INCY)
|
| |
United Therapeutics Corporation (Nasdaq: UTHR)
|
|
|
Insmed Incorporated (Nasdaq: INSM)
|
| |
Vanda Pharmaceuticals Inc. (Nasdaq: VNDA)
|
|
|
Ionis Pharmaceuticals, Inc. (Nasdaq: IONS)
|
| |
Vericel Corporation (Nasdaq: VCEL)
|
|
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Named Executive Officer
|
| |
2024 aTSR PSU Grant
(# of Shares of Class A common stock Subject to PSUs) (at target) |
| |
2024 rTSR PSU Grant
(# of Shares of Class A common stock Subject to PSUs) (at target) |
| |
2024 Annual RSU Grant
(# of Shares of Class A common stock Subject to RSUs) |
| |||||||||
|
Thomas McCourt
|
| | | | 132,438 | | | | | | 132,438 | | | | | | 264,876 | | |
|
Sravan Emany
|
| | | | 32,656 | | | | | | 32,656 | | | | | | 65,312 | | |
|
Andrew Davis
|
| | | | 32,656 | | | | | | 32,656 | | | | | | 65,312 | | |
|
John Minardo
|
| | | | 27,213 | | | | | | 27,213 | | | | | | 54,427 | | |
|
Michael Shetzline, M.D., Ph.D.
|
| | | | 27,213 | | | | | | 27,213 | | | | | | 54,427 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Performance Metric
|
| |
Performance Period
|
| |
Threshold Goals
(50% attainment) |
| |
Target Goals
(100% attainment) |
| |
Stretch Goals
(200% attainment) |
|
| 2022 rTSR PSUs | | | Three years ending December 31, 2024 | | | rTSR at the 25th percentile compared to rTSR peer group through 2024 | | | rTSR at the 50th percentile compared to rTSR peer group through 2024 | | | rTSR at the 75th percentile compared to rTSR peer group through 2024(1) | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Performance Metric
|
| |
Weight
|
| |
Performance
Period |
| |
Threshold
|
| |
Target
|
| |
Above Target
|
| |
Maximum
|
|
| 2023 aTSR PSUs | | | 50% | | |
Ending February 28,
2026 |
| |
50% attainment:
30 calendar-day average closing share price of $13.23 or above |
| |
100% attainment:
30 calendar-day average closing share price of $13.80 or above |
| |
200% attainment:
30 calendar-day average closing share price of $15.53 or above |
| |
400% attainment:
30 calendar-day average closing share price of $17.25 or above |
|
| 2023 rTSR PSUs | | | 50% | | |
Ending February 28,
2026 |
| |
50% attainment:
rTSR at the 25th percentile compared to rTSR peer group through February 2026 |
| |
100% attainment:
rTSR at the 50th percentile compared to rTSR peer group through February 2026 |
| |
200% attainment:
rTSR at the 75th percentile compared to rTSR peer group through February 2026 |
| | N/A | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD)
|
| |
Insmed, Inc. (Nasdaq: INSM)
|
|
|
Alkermes plc (Nasdaq: ALKS)
|
| |
Ligand Pharmaceuticals Incorporated (Nasdaq: LGND)
|
|
|
Amicus Therapeutics, Inc. (Nasdaq: FOLD)
|
| |
Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM)
|
|
|
Ardelyx, Inc. (Nasdaq: ARDX)
|
| |
Pacira BioSciences, Inc. (Nasdaq: PCRX)
|
|
|
BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX)
|
| |
PTC Therapeutics, Inc. (Nasdaq: PTCT)
|
|
|
Blueprint Medicines Corporation (Nasdaq: BPMC)
|
| |
Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN)
|
|
|
Corcept Therapeutics Incorporated (Nasdaq: CORT)
|
| |
Travere Therapeutics, Inc. (Nasdaq: TVTX)
|
|
|
Dynavax Technologies Corporation (Nasdaq: DVAX)
|
| |
Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE)
|
|
|
Halozyme Therapeutics, Inc. (Nasdaq: HALO)
|
| | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
ACADIA Pharmaceuticals, Inc. (Nasdaq: ACAD)
|
| |
Innoviva, Inc. (Nasdaq: INVA)
|
|
|
Amicus Therapeutics, Inc. (Nasdaq: FOLD)
|
| |
Ligand Pharmaceuticals Incorporated (Nasdaq: LGND)
|
|
|
Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT)
|
| |
Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM)
|
|
|
Ardelyx, Inc. (Nasdaq: ARDX)
|
| |
Pacira BioSciences, Inc. (Nasdaq: PCRX)
|
|
|
BioCryst Pharmaceuticals, Inc. (Nasdaq: BCRX)
|
| |
PTC Therapeutics, Inc. (Nasdaq: PTCT)
|
|
|
Collegium Pharmaceutical, Inc. (Nasdaq: COLL)
|
| |
SAGE Therapeutics, Inc. (Nasdaq: SAGE)
|
|
|
Corcept Therapeutics Incorporated (Nasdaq: CORT)
|
| |
SIGA Technologies, Inc. (Nasdaq: SIGA)
|
|
|
Dynavax Technologies Corporation (Nasdaq: DVAX)
|
| |
Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN)
|
|
|
Evlous, Inc. (Nasdaq: EOLS)
|
| |
Travere Therapeutics, Inc. (Nasdaq: TVTX)
|
|
Mark Currie, Ph.D.
Jon Duane
Marla Kessler
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Name and Principal Position*
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Thomas McCourt
Chief Executive Officer |
| | | | 2024 | | | | | | 867,568 | | | | | | — | | | | | | 4,722,733(4) | | | | | | — | | | | | | 455,473 | | | | | | 37,857 | | | | | | 6,083,631 | | |
| | | 2023 | | | | | | 834,210 | | | | | | — | | | | | | 5,974,255(4) | | | | | | — | | | | | | 750,780 | | | | | | 24,567 | | | | | | 7,583,812 | | | |||
| | | 2022 | | | | | | 806,000 | | | | | | 143,300 | | | | | | 6,473,069 | | | | | | — | | | | | | 453,375 | | | | | | 18,118 | | | | | | 7,893,862 | | | |||
|
Sravan Emany*
Former Senior Vice President, Chief Operating Officer and Chief Financial Officer |
| | | | 2024 | | | | | | 575,067 | | | | | | — | | | | | | 2,378,745(5) | | | | | | — | | | | | | — | | | | | | 14,938 | | | | | | 2,968,751 | | |
| | | 2023 | | | | | | 545,000 | | | | | | — | | | | | | 1,843,347(5) | | | | | | — | | | | | | 361,335 | | | | | | 17,550 | | | | | | 2,757,232 | | | |||
| | | 2022 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 198,750 | | | | | | 13,612 | | | | | | 712,362 | | | |||
|
Andrew Davis*
Former Senior Vice President, Chief Business Officer |
| | | | 2024 | | | | | | 470,192 | | | | | | — | | | | | | 2,378,745(6) | | | | | | — | | | | | | — | | | | | | 33,795 | | | | | | 2,882,732 | | |
| | | 2023 | | | | | | 480,000 | | | | | | — | | | | | | 1,843,347(6) | | | | | | — | | | | | | 322,560 | | | | | | 22,185 | | | | | | 2,668,093 | | | |||
| | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
John Minardo
Senior Vice President, Chief Legal Officer and Secretary |
| | | | 2024 | | | | | | 531,745 | | | | | | — | | | | | | 1,982,262(7) | | | | | | — | | | | | | 167,500 | | | | | | 18,225 | | | | | | 2,699,731 | | |
| | | 2023 | | | | | | 514,728 | | | | | | — | | | | | | 1,626,486(7) | | | | | | — | | | | | | 284,929 | | | | | | 17,550 | | | | | | 2,443,692 | | | |||
| | | 2022 | | | | | | 494,000 | | | | | | — | | | | | | 1,734,155 | | | | | | — | | | | | | 166,725 | | | | | | 15,525 | | | | | | 2,410,405 | | | |||
|
Michael Shetzline
Senior Vice President, Chief Medical Officer, and Head of Research and Drug Development |
| | | | 2024 | | | | | | 557,572 | | | | | | — | | | | | | 1,982,262(8) | | | | | | — | | | | | | 180,904 | | | | | | 18,225 | | | | | | 2,738,962 | | |
| | | 2023 | | | | | | 533,562 | | | | | | — | | | | | | 1,734,924(8) | | | | | | — | | | | | | 309,733 | | | | | | 17,550 | | | | | | 2,595,769 | | | |||
| | | 2022 | | | | | | 513,040 | | | | | | 121,000 | | | | | | 2,080,982 | | | | | | — | | | | | | 188,735 | | | | | | 15,525 | | | | | | 2,919,282 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Name
|
| |
Type of
Award |
| |
Grant Date
|
| |
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards(1) Target ($) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)(#) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
Grant Date
Fair Value of Stock Awards ($)(4) |
| |||||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||||||||||||||||||
|
Thomas McCourt
|
| |
RSUs
|
| | | | 3/5/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 264,876 | | | | | | 2,468,644 | | |
|
rTSR PSUs
|
| | | | 3/5/2024 | | | | | | — | | | | | | 66,219 | | | | | | 132,438 | | | | | | 264,846 | | | | | | — | | | | | | 1,137,642 | | | |||
|
aTSR PSUs
|
| | | | 3/5/2024 | | | | | | — | | | | | | 66,219 | | | | | | 132,438 | | | | | | 529,752 | | | | | | | | | | | | 1,116,446 | | | |||
|
ACIP
|
| | | | — | | | | | | 650,676 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Sravan Emany
|
| |
RSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 65,312 | | | | | | 1,003,845 | | |
|
rTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 16,328 | | | | | | 32,656 | | | | | | 65,312 | | | | | | — | | | | | | 692,960 | | | |||
|
aTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 16,328 | | | | | | 32,656 | | | | | | 130,624 | | | | | | — | | | | | | 681,939 | | | |||
|
ACIP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Andrew Davis
|
| |
RSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 65,312 | | | | | | 1,003,845 | | |
|
rTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 16,328 | | | | | | 32,656 | | | | | | 65,312 | | | | | | — | | | | | | 692,960 | | | |||
|
aTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 16,328 | | | | | | 32,656 | | | | | | 130,624 | | | | | | — | | | | | | 681,939 | | | |||
|
ACIP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
John Minardo
|
| |
RSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,427 | | | | | | 836,543 | | |
|
rTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 13,606 | | | | | | 27,212 | | | | | | 54,424 | | | | | | — | | | | | | 577,439 | | | |||
|
aTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 13,607 | | | | | | 27,214 | | | | | | 108,856 | | | | | | — | | | | | | 568,280 | | | |||
|
ACIP
|
| | | | — | | | | | | 239,285 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Michael Shetzline
|
| |
RSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,427 | | | | | | 836,543 | | |
|
rTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 13,606 | | | | | | 27,212 | | | | | | 54,424 | | | | | | — | | | | | | 577,439 | | | |||
|
aTSR PSUs
|
| | | | 2/12/2024 | | | | | | — | | | | | | 13,607 | | | | | | 27,214 | | | | | | 108,856 | | | | | | — | | | | | | 568,280 | | | |||
|
ACIP
|
| | | | — | | | | | | 250,907 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares of Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| |||||||||||||||||||||||||||
|
Thomas McCourt
|
| | | | 97,500 | | | | | | — | | | | | | — | | | | | | 13.91 | | | | | | 3/16/2025(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 179,056 | | | | | | — | | | | | | — | | | | | | 9.12 | | | | | | 3/1/2026(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 166,018 | | | | | | — | | | | | | — | | | | | | 14.93 | | | | | | 2/27/2027(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 142,404 | | | | | | — | | | | | | — | | | | | | 12.95 | | | | | | 2/21/2028(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 384,982 | | | | | | — | | | | | | — | | | | | | 11.49 | | | | | | 1/29/2029(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 45,704 | | | | | | — | | | | | | — | | | | | | 11.78 | | | | | | 5/1/2029(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 425,272(3) | | | | | | 1,883,955 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 187,014(4) | | | | | | 828,472 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 248,868(5) | | | | | | 1,102,485 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,296(6) | | | | | | 532,911 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,216(7) | | | | | | 586,700 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,297(8) | | | | | | 532,916 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,219(9) | | | | | | 586,700 | | | |||
|
Sravan Emany*
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Andrew Davis*
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
John Minardo
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157,462(4) | | | | | | 697,557 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,873(5) | | | | | | 300,677 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,752(6) | | | | | | 145,091 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,607(7) | | | | | | 120,558 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,751(8) | | | | | | 145,087 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,606(9) | | | | | | 120,549 | | | |||
|
Michael Shetzline
|
| | | | 92,698 | | | | | | — | | | | | | — | | | | | | 13.19 | | | | | | 3/1/2029(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,115(4) | | | | | | 718,169 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 81,447(5) | | | | | | 360,810 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,936(6) | | | | | | 154,766 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,607(7) | | | | | | 120,558 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,934(8) | | | | | | 154,758 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,606(9) | | | | | | 120,549 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| | | |
Number of Securities Underlying
Unexercised Options Exercisable(1) |
| |
Option
Exercise Price ($)(1) |
| |
Option
Expiration Date |
| |||||||||
|
Thomas McCourt
|
| | | | 487 | | | | | | 344.00 | | | | | | 3/16/2025 | | |
| | | 710 | | | | | | 225.60 | | | | | | 3/1/2026 | | | |||
| | | 442 | | | | | | 369.40 | | | | | | 2/27/2027 | | | |||
| | | 205 | | | | | | 320.40 | | | | | | 2/21/2028 | | | |||
| | | 107 | | | | | | 284.20 | | | | | | 1/29/2029 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(1) |
| ||||||||||||
|
Thomas McCourt
|
| | | | — | | | | | | — | | | | | | 574,911 | | | | | | 7,356,332 | | |
|
Sravan Emany
|
| | | | — | | | | | | — | | | | | | 161,929 | | | | | | 1,876,843 | | |
|
Andrew Davis
|
| | | | — | | | | | | — | | | | | | 96,292 | | | | | | 846,721 | | |
|
John Minardo
|
| | | | — | | | | | | — | | | | | | 166,051 | | | | | | 1,986,921 | | |
|
Michael Shetzline
|
| | | | — | | | | | | — | | | | | | 145,300 | | | | | | 1,876,399 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| | | | | | |
Involuntary
Termination without Cause or a Constructive Termination(1) |
| |
Termination
Following a Change of Control(1) |
| |
Death or
Permanent Disability(2) |
| |||||||||
|
Thomas McCourt
|
| |
Cash Severance
|
| | | $ | 1,301,352 | | | | | $ | 1,735,136 | | | | | | — | | |
|
Non-Equity Incentive Plan
Compensation |
| | | $ | 1,626,690 | | | | | $ | 1,952,028 | | | | | | — | | | |||
| Equity Acceleration(3) | | | | | | | | | | | | | | | | | | | | |||
|
RSUs
|
| | | $ | 2,462,057 | | | | | $ | 2,712,427 | | | | | $ | 2,712,427 | | | |||
|
PSUs
|
| | | | — | | | | | $ | 2,222,101 | | | | | | — | | | |||
| Other Benefits(4) | | | | $ | 75,787 | | | | | $ | 81,049 | | | | | | — | | | |||
|
Total
|
| | | $ | 5,465,886 | | | | | $ | 8,702,741 | | | | | $ | 2,712,427 | | | |||
|
John Minardo
|
| |
Cash Severance
|
| | | $ | 531,745 | | | | | $ | 797,618 | | | | | | — | | |
|
Non-Equity Incentive Plan
Compensation |
| | | $ | 478,571 | | | | | $ | 598,213 | | | | | | — | | | |||
| Equity Acceleration(3) | | | | | | | | | | | | | | | | | | | | |||
|
RSUs
|
| | | | — | | | | | $ | 697,557 | | | | | $ | 697,557 | | | |||
|
PSUs
|
| | | | — | | | | | $ | 566,313 | | | | | | — | | | |||
| Other Benefits(4) | | | | $ | 69,817 | | | | | $ | 74,726 | | | | | | — | | | |||
|
Total
|
| | | $ | 1,080,133 | | | | | $ | 2,734,427 | | | | | $ | 697,557 | | | |||
|
Michael Shetzline, M.D., Ph.D.
|
| |
Cash Severance(5)
|
| | | $ | 836,358 | | | | | $ | 836,358 | | | | | | — | | |
|
Non-Equity Incentive Plan
Compensation |
| | | $ | 501,815 | | | | | $ | 627,269 | | | | | | — | | | |||
| Equity Acceleration(3) | | | | | | | | | | | | | | | | | | | | |||
|
RSUs
|
| | | $ | 490,423 | | | | | $ | 718,169 | | | | | $ | 718,169 | | | |||
|
PSUs
|
| | | | — | | | | | $ | 636,117 | | | | | | — | | | |||
| Other Benefits(4) | | | | $ | 60,000 | | | | | $ | 60,000 | | | | | | — | | | |||
|
Total
|
| | | $ | 1,888,596 | | | | | $ | 2,877,913 | | | | | $ | 718,169 | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| Year | | | Summary Compensation Table Total for First PEO [Mark Mallon] | | | Summary Compensation Table Total for Second PEO [Thomas McCourt] | | | Compensation Actually Paid to First PEO [Mark Mallon] | | | Compensation Actually Paid to Second PEO [Thomas McCourt] | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (Loss) (in millions) | | | EBITDA from Organic Business (in millions) | | |||||||||||||||||||||||||||||||||
| Total Shareholder Return | | | Peer Group Total Shareholder Return | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b)(1) | | | (b)(1) | | | (c)(2) | | | (c)(2) | | | (d)(3) | | | (e)(4) | | | (f)(5) | | | (g)(6) | | | (h)(7) | | | (i)(8) | | ||||||||||||||||||||||||||||||
| 2024 | | | | $ | N/A | | | | | $ | | | | | $ | N/A | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
| 2023 | | | | $ | N/A | | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||||
| 2022 | | | | $ | N/A | | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2021 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||||
| 2020 | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| Year | | | PEO Name | | | Reported Summary Compensation Table Total for PEO | | | Reported Value of Equity Awards (a) | | | Equity Award Adjustments (b) | | | Compensation Actually Paid to PEO | | ||||||||||||
| 2024 | | | Thomas McCourt | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | |
| 2023 | | | Thomas McCourt | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2022 | | | Thomas McCourt | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2021 | | | Mark Mallon | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||
| 2021 | | | Thomas McCourt | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2020 | | | Mark Mallon | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| Year | | | PEO Name | | | Year End Fair Value of Equity Awards | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | Total Equity Award Adjustments | | |||||||||||||||||||||
| 2024 | | | Thomas McCourt | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | $ | | | | | | | | | | $ | ( | | | |||||
| 2023 | | | Thomas McCourt | | | | $ | | | | | $ | ( | | | | | | | | | | $ | ( | | | | | $ | | | | | | | | | | $ | | | |||||
| 2022 | | | Thomas McCourt | | | | $ | | | | | $ | | | | | | | | | | $ | ( | | | | | $ | | | | | | | | | | $ | | | ||||||
| 2021 | | | Mark Mallon | | | | $ | | | | | $ | | | | | | | | | | $ | ( | | | | | $ | ( | | | | | | | | | | $ | ( | | | ||||
| 2021 | | | Thomas McCourt | | | | $ | | | | | $ | | | | | | | | | | $ | ( | | | | | $ | | | | | | | | | | $ | | | ||||||
| 2020 | | | Mark Mallon | | | | $ | | | | | $ | ( | | | | | | | | | | $ | ( | | | | | $ | | | | | | | | | | $ | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | | | Average Reported Value of Equity Awards (a) | | | Average Equity Award Adjustments (b) | | | Compensation Actually Paid to Non-PEO NEOs | | ||||||||||||
| 2024 | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | |
| 2023 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2020 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| Year | | | Average Year End Fair Value of Equity Awards | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | Total Average Equity Award Adjustments | | |||||||||||||||||||||
| 2024 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | | ( | | | | | | | | | | $ | ( | | | ||||
| 2023 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | ( | | | | | | | | | | | | | | | $ | | | |||||
| 2022 | | | | $ | | | | | $ | | | | | | | | | | $ | ( | | | | | | | | | | | | | | | $ | | | ||||||
| 2021 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | ( | | | | | $ | ( | | | | | | | | | | $ | | | ||||
| 2020 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | ( | | | | | | | | | | | | | | | $ | | |
![[MISSING IMAGE: bc_index-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_index-4c.jpg)
![[MISSING IMAGE: bc_ebitda-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_ebitda-4c.jpg)
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| Most Important Performance Measures | |
| | |
| | |
| | |
| | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
|
Name of Beneficial Owner
|
| |
Number of Shares
of our Class A Common Stock |
| |
Percentage
|
| ||||||
|
Named Executive Officers and Directors
|
| | | | | | | | | | | | |
|
Thomas McCourt(1)
|
| | | | 1,759,798 | | | | | | 1.1% | | |
|
Sravan Emany
|
| | | | 167,333 | | | | | | * | | |
|
Andrew Davis
|
| | | | 52,805 | | | | | | * | | |
|
John Minardo
|
| | | | 175,400 | | | | | | * | | |
|
Michael Shetzline, M.D., Ph.D.(2)
|
| | | | 417,258 | | | | | | * | | |
|
Mark Currie, Ph.D.(3)
|
| | | | 861,438 | | | | | | * | | |
|
Alexander Denner, Ph.D.(4)
|
| | | | 16,556,769 | | | | | | 10.2% | | |
|
Andrew Dreyfus
|
| | | | 188,230 | | | | | | * | | |
|
Jon Duane
|
| | | | 145,339 | | | | | | * | | |
|
Marla Kessler
|
| | | | 120,883 | | | | | | * | | |
|
Julie McHugh
|
| | | | 163,839 | | | | | | * | | |
|
Catherine Moukheibir
|
| | | | 72,944 | | | | | | * | | |
|
Jay Shepard
|
| | | | 126,555 | | | | | | * | | |
|
All executive officers and directors as a group (13 persons)
|
| | | | 20,659,295 | | | | | | 12.7% | | |
|
5% Security Holders
|
| | | | | | | | | | | | |
|
The Vanguard Group(5)
|
| | | | 19,538,555 | | | | | | 12.1% | | |
|
Sarissa Capital Management LP(6)
|
| | | | 16,390,000 | | | | | | 10.2% | | |
|
BlackRock, Inc.(7)
|
| | | | 11,284,399 | | | | | | 7.0% | | |
|
Armistice Capital, LLC (8)
|
| | | | 9,468,000 | | | | | | 5.9% | | |
|
State Street Corporation(9)
|
| | | | 8,328,817 | | | | | | 5.2% | | |
![[MISSING IMAGE: bc_line-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/bc_line-4c.jpg)
| | | |
2024
|
| |
2023
|
| ||||||
|
Audit fees
|
| | | $ | 3,125,000 | | | | | $ | 2,639,227 | | |
|
Audit-related fess
|
| | | $ | — | | | | | $ | 385,104 | | |
|
Tax fees
|
| | | $ | — | | | | | $ | — | | |
|
All other fees
|
| | | $ | — | | | | | $ | — | | |
|
Total
|
| | | $ | 3,125,000 | | | | | $ | 3,024,331 | | |
![[MISSING IMAGE: px_25ironwoodproxy1pg01-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/px_25ironwoodproxy1pg01-bw.jpg)
![[MISSING IMAGE: px_25ironwoodproxy1pg02-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001446847/000110465925040309/px_25ironwoodproxy1pg02-bw.jpg)