IRONWOOD PHARMACEUTICALS,INC. (NASDAQ:IRWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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IRONWOOD PHARMACEUTICALS,INC. (NASDAQ:IRWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c), (e)

Appointment of William Huyett as Chief Operating Officer

On November28, 2017,Ironwood Pharmaceuticals,Inc. (the “Company”) announced the appointment of William Huyett, 61, as its Chief Operating Officer.

Mr.Huyett will join the Company effective December15, 2017. Mr.Huyett has spent 30 years with McKinsey and Company,Inc., in its Washington D.C, Zurich, and Boston offices. During his tenure at McKinsey, Mr.Huyett served clients in the life sciences, industrial and other technology-intensive sectors. He has been a Senior Partner Emeritus at McKinsey since December2015, and was previously a Senior Partner from July1998 to December2015. As a Senior Partner, Mr.Huyett was a leader in the firm’s pharmaceutical and medical products and its strategy and corporate finance practices. He also served on McKinsey’s Shareholder’s Council (its board of directors), serving as chair of its Finance Committee. Prior to joining McKinsey, Mr.Huyett held a variety of line management positions in the automation industry with Allen-Bradley (now Rockwell Automation,Inc.). Mr.Huyett serves on the board of directors of the London Stock Exchange-listed Georgia Healthcare Group PLC, as well as on a variety of not-for-profit boards, including The Rockefeller University, the Marine Biological Laboratory, the University of Virginia Darden School of Business and the YMCA of Greater Boston. He earned his B.S. in electronics engineering and his M.B.A. from the University of Virginia.

Mr.Huyett will receive an initial base salary of $465,000 per year, and will have an individual bonus target of 50% of his base salary, subject to achievement of individual and corporate goals, provided that he will not receive an individual bonus in 2018 for the Company’s 2017 performance due to the substantial completion of calendar year 2017 at the time of his joining the Company. Mr.Huyett will receive a one-time bonus of $50,000 in connection with his joining the Company. Consistent with the Company’s practice for all new employees, Mr.Huyett will receive an initial grant of 337,500 stock options and 56,250 restricted stock units, each for shares of the Company’s ClassA common stock and granted under the Company’s Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan (the “2010 Plan”). Subject to Mr.Huyett’s continued employment with the Company, (i)such stock options will vest over four years as to 25% of the shares 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 (ii)such restricted stock units will vest as to 25% of the award on each approximate anniversary of the grant.

In addition, the Company will enter into an indemnification agreement and an executive severance arrangement with Mr.Huyett, the terms of each of which will be consistent with the forms of indemnification agreement and executive severance arrangement, respectively, described in the Company’s proxy statement filed with the Securities and Exchange Commission on April18, 2017 in connection with the Company’s 2017 annual meeting of stockholders (the “2017 Proxy Statement”), such descriptions being incorporated herein by reference.

There is no arrangement or understanding between Mr.Huyett and any other person to which he was selected as the Company’s Chief Operating Officer. There is no family relationship between Mr.Huyett and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr.Huyett is not, and has not been since January1, 2016, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, required to be disclosed to Item 404(a)of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Promotion of Gina Consylman to Senior Vice President, Chief Financial Officer

On November28, 2017, the Company announced the promotion of Gina Consylman, 45, to Senior Vice President, Chief Financial Officer.

Ms.Consylman’s promotion is effective as of November27, 2017. Ms.Consylman previously served as the Company’s interim Chief Financial Officer from September2017 to November2017, and as the Company’s Vice

President of Finance and Chief Accounting Officer from August2015 to November2017. She also previously served as the Company’s Vice President, Corporate Controller and Chief Accounting Officer from June2014 to July2015. Prior to joining the Company, Ms.Consylman served as Vice President, Corporate Controller and Principal Accounting Officer of Analogic Corporation, a publicly held healthcare and security technology solutions company, from February2012 to June2014, where she oversaw Analogic’s global accounting team. Prior to joining Analogic, Ms.Consylman served in various corporate accounting roles at Biogen Inc., a publicly held global biotechnology company, from November2009 to February2012, 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. Ms.Consylman has also served in various other finance and accounting roles, including Corporate Controller at Varian Semiconductor Equipment Associates,Inc. (subsequently acquired by Applied Materials,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.

Ms.Consylman’s base salary is now $415,000 per year, with an individual bonus target of 50% of her base salary, subject to achievement of individual and corporate goals. Ms.Consylman will also receive a grant of 15,000 stock options and 7,500 restricted stock units, each for shares of the Company’s ClassA common stock and granted under the 2010 Plan. Subject to Ms.Consylman’s continued employment with the Company, (i)such stock options will vest over four years as to 1/48th of the total shares on each monthly anniversary of Ms.Consylman’s promotion, and (ii)such restricted stock units will vest as to 25% of the shares on each approximate anniversary of the grant.

In addition, the Company has entered into an indemnification agreement and executive severance arrangement with Ms.Consylman, the terms of each of which are consistent with the forms of indemnification agreement and executive severance arrangement, respectively, described in the 2017 Proxy Statement, such descriptions being incorporated herein by reference.

There is no arrangement or understanding between Ms.Consylman and any other person to which she was selected as the Company’s Senior Vice President, Chief Financial Officer. There is no family relationship between Ms.Consylman and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Ms.Consylman is not, and has not been since January1, 2016, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, required to be disclosed to Item 404(a)of Regulation S-K under the Exchange Act.

The full text of the press release issued in connection with the announcement of Mr.Huyett’s appointment as the Company’s Chief Operating Officer and Ms.Consylman’s promotion to Senior Vice President, Chief Financial Officer of the Company is attached as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

99.1

Ironwood Pharmaceuticals,Inc. Press Release dated November28, 2017


IRONWOOD PHARMACEUTICALS INC Exhibit
EX-99.1 2 a17-27572_1ex99d1.htm EX-99.1 Exhibit 99.1     FOR IMMEDIATE RELEASE   Ironwood Pharmaceuticals Strengthens Executive Leadership Team   — William Huyett Appointed to Chief Operating Officer —   — Gina Consylman Promoted to Senior Vice President,…
To view the full exhibit click here

About IRONWOOD PHARMACEUTICALS,INC. (NASDAQ:IRWD)

Ironwood Pharmaceuticals, Inc. is a biotechnology company. The Company’s products Linaclotide provides patients and healthcare practitioners with a treatment option for adults in the United States and certain other countries with irritable bowel syndrome with constipation (IBS-C), chronic idiopathic constipation (CIC) and gastrointestinal (GI) disorders. It operates through human therapeutics segment. Linaclotide is also being developed and commercialized in other parts of the world by certain of its partners. It is engaged in developing therapeutic platforms for the treatment of vascular and fibrotic diseases, and refractory gastroesophageal reflux disease (GERD). Its IW-9179 is used for the treatment of gastroparesis and functional dyspepsia. The Company has conducted an exploratory Phase IIa clinical study of IW-3718 in patients with refractory GERD. It has two sGC development candidates, which include IW-1973 and IW-1701.