Sector: Health Care
IRONWOOD PHARMA INC CLASS A · Meeting: June 16, 2026
Directors FOR
0
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Dr. Currie has served since 2019 and Ironwood's stock has lost roughly 60% of its value over three years, falling 73 percentage points behind the XBI biotech ETF benchmark — far exceeding the 30-point gap that triggers a vote against, and the five-year record shows no improvement.
Dr. Denner has served since 2020 and his tenure substantially overlaps the three-year period in which Ironwood's stock fell approximately 60%, trailing the XBI biotech ETF by 73 percentage points — well beyond the 30-point trigger — and the five-year record does not provide a mitigating offset.
Mr. Duane has served since 2019 and Ironwood's stock has declined roughly 60% over three years, trailing the XBI biotech ETF by 73 percentage points — far exceeding the 30-point threshold for companies with negative absolute returns — with the five-year record showing continued underperformance.
Ms. Kessler has served since 2019 and Ironwood's stock has lost roughly 60% over three years, trailing the XBI biotech ETF by 73 percentage points — well beyond the 30-point trigger applicable to companies with negative absolute returns — with no five-year mitigant available.
Mr. McCourt has served as CEO and director since June 2021, a tenure that substantially overlaps the period in which Ironwood's stock fell roughly 60%, trailing the XBI biotech ETF by 73 percentage points — far exceeding the 30-point trigger — and the five-year record does not provide a mitigating offset; as an executive director, he is subject to the same performance trigger as independent directors.
Ms. McHugh has served as board chair since 2014 and her lengthy tenure fully covers the three-year period in which Ironwood's stock declined roughly 60%, trailing the XBI biotech ETF by 73 percentage points — far exceeding the 30-point trigger — and the five-year record confirms this is not a temporary trough.
Ms. Moukheibir has served since 2019 and Ironwood's stock has lost roughly 60% over three years, trailing the XBI biotech ETF by 73 percentage points — well beyond the 30-point trigger for companies with negative absolute returns — with no improvement over the five-year window.
Mr. Shepard has served since 2020 and his tenure substantially overlaps the three-year period in which Ironwood's stock fell roughly 60%, trailing the XBI biotech ETF by 73 percentage points — far exceeding the 30-point trigger — and the five-year record does not mitigate the underperformance.
For Analysis
All eight director nominees are recommended AGAINST. Ironwood's three-year stock return of approximately -60% trails the XBI biotech ETF by 73 percentage points, far exceeding the 30-point trigger applicable to companies with negative absolute returns. No director benefits from the 24-month new-director exemption, and the five-year return of approximately -63% confirms sustained underperformance rather than a transient trough, eliminating the 5-year mitigant. The 1-year rebound (+333%) is noted but does not alter the 3-year or 5-year trigger analysis under policy.
CEO
Thomas McCourt
Total Comp
$1,948,390
Prior Support
96%%
CEO Thomas McCourt received total compensation of approximately $1.95 million in 2025, which is modest for a CEO of a publicly traded biotech company at Ironwood's market cap and well within reasonable benchmark ranges; the compensation program emphasizes variable pay through performance stock awards tied to relative total shareholder return over a three-year period, and fixed salary represents a minority of total pay, satisfying the pay-mix requirement. Prior-year say-on-pay support was approximately 96%, reflecting strong shareholder alignment, and while the stock has underperformed, the compensation level itself is not above-benchmark and the incentive structure includes meaningful performance conditions that already punished executives — the 2023 relative TSR performance awards paid out at zero.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,300,000
Non-Audit Fees
$455,811
KPMG's non-audit fees (tax services of $455,811) represent approximately 35% of audit fees ($1,300,000), which is well below the 50% threshold that would raise independence concerns; KPMG tenure is not disclosed in the filing so no tenure trigger fires, and there is no evidence of material restatements attributable to audit failure.
The 2026 Ironwood Pharmaceuticals annual meeting presents four proposals; all eight director nominees are recommended AGAINST due to sustained stock underperformance of approximately 60% over three years, trailing the XBI biotech ETF by 73 percentage points with no five-year mitigant available. The auditor ratification and say-on-pay proposals both pass policy screens and are recommended FOR, while the equity plan amendment falls outside the scope of this policy.
