IRONWOOD PHARMACEUTICALS INC (IRWD): CEO Tammi Gaskins appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Ironwood Pharmaceuticals,
Inc. (the “Company”) today announced that, on October 12, 2026, the Board of Directors (the “Board”) appointed
Tammi Gaskins, the Company’s Senior Vice President, Chief Commercial Officer, as Chief Executive Officer, effective January 1, 2027
(the “Transition Date”). The Board increased the size of the Board from eight to nine directors and elected Ms. Gaskins as
a director, in each case, effective as of the Transition Date. Biographical information for Ms. Gaskins is available on page 22 in the
Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2026, in connection
with the Company’s 2026 annual meeting of stockholders, such biographical information being incorporated herein by reference.
As an employee of the Company, Ms. Gaskins will not receive any additional compensation for her service on the Board.
The Company also announced today that, on October 12, 2026, Thomas
McCourt notified the Board of his decision to retire as Chief Executive Officer, effective December
31, 2026, following 17 years of service to the Company, including five years in that role. Mr. McCourt will continue to serve as a director
on the Board following his retirement as Chief Executive Officer.
As part of the transition, the Company and Mr. McCourt plan to enter
into a consulting agreement effective as of the Transition Date, pursuant to which Mr. McCourt will serve as consultant to the Company
following the Transition Date, for an anticipated consulting fee of $10,000 per month.
In connection with her appointment as Chief Executive Officer and effective as of the Transition Date, Ms. Gaskins will receive an annual
base salary of $775,000 and will have an individual bonus target of 75% of her annual base salary, subject to achievement of corporate
goals.
In addition, as of the Transition Date, Ms. Gaskins will receive a grant of restricted stock units (“RSUs”) and performance-based
restricted stock unit awards (“PSUs”), under the Company’s Amended and Restated 2019 Equity Incentive Plan. The target
grant value of the RSUs will be approximately $2,000,000 and the target grant value of the PSUs at target performance will be approximately
$2,000,000. Each RSU and PSU represents a right to receive shares of the Company’s Class A common stock upon vesting of such awards.
The RSUs will vest over four years, with 25% of the RSUs vesting on each approximate anniversary of the date of grant. The vesting terms
and performance period of the PSUs are expected to be determined in 2027.
The Company intends to enter into an amended and restated executive
severance agreement (the “Agreement”) with Ms. Gaskins, effective as of the Transition Date, in connection with her appointment
as the Company’s Chief Executive Officer. The Agreement will be consistent with the Company’s recently approved form of chief
executive officer severance agreement, the terms of which are described below. The Agreement will replace Ms. Gaskins’s existing
executive severance agreement, dated February 24, 2025 (the “Prior Agreement”).
Pursuant to the terms of the Agreement, in the event of a qualifying
termination, Ms. Gaskins would be entitled to receive the following benefits under the Agreement: (i) a lump-sum payment equal to 18 months
of her base salary for the year of termination (or, if Ms. Gaskins’s termination constitutes a Change of Control Termination, as
defined in the Agreement, a lump-sum payment equal to 24 months of her base salary); (ii) a lump-sum payment equal to her actual bonus
for the prior year if not yet paid as of the termination date; (iii) a lump-sum payment equal to her target cash bonus for the year of
termination, prorated based on the percentage of the year worked prior to the triggering event; (iv) a lump-sum payment equal to her
full target cash bonus for the year of termination, multiplied by 1.5 (or, if Ms. Gaskins’s termination constitutes a Change of
Control Termination, a lump-sum payment equal to her full target cash bonus for the year of termination, multiplied by 2.0); (v) up to
18 months of subsidized COBRA coverage benefits; and (vi) outplacement assistance benefits.
Under the Agreement, Ms. Gaskins would also be entitled to receive
certain benefits with respect to her outstanding equity awards in the event of a Change of Control Termination. These equity-based benefits,
which are the same as those provided to her under the Prior Agreement, are described on pages 37 through 39 in the Company’s proxy
statement filed with the SEC on April 28, 2026, in connection with the Company’s 2026 annual meeting of stockholders, such information
being incorporated herein by reference.
There is no arrangement or understanding between Ms. Gaskins and any
other person pursuant to which Ms. Gaskins was appointed as the Company’s Chief Executive Officer and elected as a director. There
is no family relationship between Ms. Gaskins and any director, executive officer, or person nominated or chosen by the Company to become
a director or executive officer of the Company. Ms. Gaskins is not, and has not been since January 1, 2024, a participant in any transaction
involving the Company, and is not a participant in any proposed transaction with the Company, required to be disclosed pursuant to Item
404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The full text of the press release issued in connection with the announcement
of the chief executive officer transition is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to
matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s
Chief Executive Officer transition. Statements using words such as “expect”, “anticipate”, “believe”,
“may”,
“will” and similar terms are also forward-looking statements.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that
may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed
under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and
other filings with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligations to make any
revisions to the forward-looking statements contained in this Current Report or to update them to reflect events or circumstances occurring
after the date of this Current Report, whether as a result of new information, future developments or otherwise.