DEF 14A of Ironwood Pharmaceuticals Inc, Apr 28, 2026

DEF 14A of Ironwood Pharmaceuticals Inc

Filed Apr 28, 2026 · FY20250001104659-26-050325

Open on EDGAR

  1. Our Board Of Directors

    Our Board Of Directors

  2. Who Our Board Is

    Who Our Board Is The following table sets forth certain information, as of April 28, 2026, with respect to each of our directors. Each director has been nominated for election at the 2026 annual meeting of stockholders to serve for a one-year term extending until the 2027 annual meeting of stockholders and his or her successor is duly elected and qualified.

  3. Who Our Board Is

    | Name | Age | Audit Committee | Governance and Nominating Committee | Compensation and HR Committee | | Mark Currie, Ph.D. | 71 | | | ✓ | | Alexander Denner, Ph.D. | 56 | | C | | | Jon Duane | 67 | | ✓ | C | | Marla Kessler | 56 | | | ✓ | | Thomas McCourt | 68 | | | | | Julie McHugh, Chair | 61 | ✓ | ✓ | | | Catherine Moukheibir | 66 | C | | | | Jay Shepard | 68 | ✓ | | |

  4. Who Our Board Is

    “C” indicates chair of the committee.

  5. Who Our Board Is

    | MARK CURRIE, Ph.D. Partner, Iaso Ventures, LP Age: 71 Director since 2019 Board Committees • Compensation and HR Committee | • 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 a manager of Sandcastle Biostudio LLC, a biotechnology company focused on wellness, since July 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. • 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 Coefficient Bio, Prudentia Sciences and Scaffold Therapeutics, Inc. • 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. |

  6. Who Our Board Is

    | ALEXANDER DENNER, Ph.D. Founding Partner and Chief Investment Officer, Sarissa Capital Management LP Age: 56 Director since 2020 Board Committees • Governance and Nominating Committee, Chair | • Dr. Denner is a founding partner and the chief investment officer of Sarissa Capital Management LP, or Sarissa, a registered investment advisor, where he has been since 2011. • Prior to joining Sarissa, Dr. Denner served as a senior managing director at Icahn Capital 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. • Dr. Denner serves on the board of directors of Attralus, Inc., a privately held company. 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. • Dr. Denner earned his B.S. in mechanical engineering from Massachusetts Institute of Technology, an M.S. and M.Phil. in mechanical engineering from Yale University and an interdisciplinary Ph.D. from Yale University. • Dr. Denner brings to the board significant experience overseeing the operations and research and development of healthcare companies and evaluating corporate governance matters. He also has extensive experience as an investor, particularly with respect to healthcare companies, and possesses broad healthcare industry knowledge. |

  7. Who Our Board Is

    | JON DUANE Senior Partner Emeritus, McKinsey & Company Age: 67 Director since 2019 Board Committees • Governance and Nominating Committee • Compensation and HR Committee, Chair | • Mr. Duane is senior partner emeritus at McKinsey & Company, or McKinsey, an international management consulting company. Before his retirement in December 2017, Mr. Duane had served as a partner at McKinsey since 1992. • At McKinsey, Mr. Duane founded and led the firm’s biotech practice. In that role, Mr. Duane advised both private and public companies in the pharmaceutical, medical device and life science industries, as well as academic research centers, on various strategic initiatives. • Mr. Duane serves as the executive chair on the board of directors of Nashville Biosciences, LLC and on the board of directors of Kapha Bio, each of which is a privately held company. • Mr. Duane graduated from Wesleyan University with a B.A. in government and received an M.B.A. from Harvard Business School. • Mr. Duane brings to the board of directors significant experience advising academic research centers and companies across the life science and medical device industries. |

  8. Who Our Board Is

    | MARLA KESSLER Founder and Co-Chief Executive Officer, Acelyst Consulting, LLC Age: 56 Director since 2019 Board Committees • Compensation and HR Committee | • Ms. Kessler is founder and Co-Chief Executive Officer at Acelyst Consulting LLC, a business consulting and service provider company, since April 2024. Prior to joining Acelyst 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. • 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. • Before joining IQVIA, Ms. Kessler led several marketing efforts for Pfizer Inc. from 2004 to 2007 and worked in consulting for McKinsey & Company from 1996 to 2004. • Ms. Kessler received a B.S. in economics from Arizona State University and an M.B.A. from the Fuqua School of Business at Duke University. • Ms. Kessler provides an important commercial perspective to our board of directors given her expertise in strategic marketing, evidence-based research and customer experience in the life science industry. |

  9. Who Our Board Is

    | THOMAS McCOURT Chief Executive Officer, Ironwood Pharmaceuticals, Inc. Age: 68 Director since 2021 | • 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. • Prior to joining Ironwood, Mr. McCourt led the U.S. brand team for denosumab at Amgen Inc. from 2008 to 2009. Prior to that, Mr. McCourt was with Novartis AG from 2001 to 2008, where he directed the launch and growth of ZELNORM™ for the treatment of patients with IBS-C and CIC and held a number of senior commercial roles, including vice president of strategic marketing and operations. • Mr. McCourt was also part of the founding team at Astra-Merck Inc., leading the development of the medical affairs and science liaison group and then serving as brand manager for PRILOSEC® and NEXIUM®. • Mr. McCourt serves on the board of directors and as a member of the audit and 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. • Mr. McCourt received a B.S. in pharmacy from the University of Wisconsin. • 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. |

  10. Who Our Board Is

    | JULIE McHUGH, CHAIR Former Chief Operating Officer, Endo Health Solutions, Inc. Age: 61 Director since 2014 Board Committees • Audit Committee • Governance and Nominating Committee | • Ms. McHugh most recently served as chief operating officer for Endo Health Solutions, Inc., or Endo, from 2010 through 2013, where she was responsible for the specialty pharmaceutical and generic drug businesses. • Prior to joining Endo, Ms. McHugh was the chief executive officer of Nora Therapeutics, Inc. • Before that she served as company group 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. • Prior to joining Centocor, Inc., Ms. McHugh led marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc. • 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. • Ms. McHugh received her M.B.A. degree from St. Joseph’s University and her B.S. degree from Pennsylvania State University. • Ms. McHugh’s experience as a chief executive officer and a chief operating officer at large multinational pharmaceutical companies makes her a valuable member of our board of directors. Her deep knowledge of Ironwood’s history and strategy and strong relationships with our senior leadership team also make her a valuable resource. |

  11. Who Our Board Is

    | CATHERINE MOUKHEIBIR Former Chief Executive Officer, MedDay Pharmaceuticals Age: 66 Director since 2019 Board Committees • Audit Committee, Chair | • Ms. Moukheibir most recently served as chief executive officer of MedDay Pharmaceuticals, or MedDay, a biopharmaceutical company that focused on nervous system disorders, from 2019 to January 2021. She was also the chair of the board of directors of MedDay from 2016 to January 2021. • Prior to that, Ms. Moukheibir served as the senior advisor for finance and a member of the executive board of directors at Innate Pharma SA, an oncology company, from 2011 to 2016, and as the chief financial officer for Movetis N.V. from 2008 to 2010, when it was acquired. • Ms. Moukheibir previously served as the director of capital markets for Zeltia Group S.A. from 2001 to 2007. • Ms. Moukheibir currently serves on the board of directors of MoonLake Immunotherapeutics AG (Nasdaq: MLTX), a public company. Ms. Moukheibir also serves as chair of the board of directors of Synthon B.V. and serves on the board of directors of 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 Asceneuron SA, Biotalys NV, Creabilis S.A., DNA Script SAS, GenKyoTex S.A., Kymab Group Limited, Orphazyme A/S, Oxford Biomedica plc and Zealand Pharma A/S. • Ms. Moukheibir has an M.A. in economics and an M.B.A. from Yale University. • Ms. Moukheibir’s long leadership career in the biopharmaceutical industry, as well as her deep background in international finance, provide her with valuable business and financial expertise in support of our corporate objectives. |

  12. Who Our Board Is

    | JAY SHEPARD Venture Partner at Catalys Pacific Fund, LP Age: 68 Director since 2020 Board Committees • Audit Committee | • 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 2015 to 2020, when he retired. From 2013 to 2015, Mr. Shepard was executive chairman of Versartis, Inc. • From 2008 until 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). • 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. • 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. • Mr. Shepard holds a B.S. in Business Administration from the University of Arizona. • Mr. Shepard brings deep expertise to our board of directors, as a recognized leader within the pharmaceutical industry, with over three decades of expertise as an accomplished public company CEO and senior executive. |

  13. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation earned during the year ended December 31, 2025, by each of our directors who served in 2025, other than Mr. McCourt, who does not receive compensation for his service on our board of directors.

  14. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Mark Currie, Ph.D. | $60,000 | $35,960 | — | $95,960 | | Alexander Denner, Ph.D. | $59,984(2) | $35,960 | — | $95,944 | | Andrew Dreyfus* | $70,000 | $35,960 | — | $105,960 | | Jon Duane | $65,000 | $35,960 | — | $100,960 | | Marla Kessler | $60,000 | $35,960 | — | $95,960 | | Julie McHugh | $101,000 | $35,960 | — | $136,960 | | Catherine Moukheibir | $75,000 | $35,960 | — | $110,960 | | Jay Shepard | $61,000 | $35,960 | — | $96,960 |

  15. Director Compensation Table

    * Mr. Dreyfus resigned from the board of directors effective November 1, 2025. (1) On June 10, 2025, each non-employee member of our board of directors received a restricted stock grant in the amount of 45,000 shares of our Class A common stock, which shares will vest in full on the date immediately preceding the date of our 2026 annual meeting of stockholders, subject to continued service on our board as of the vesting date. Typically, the number of shares subject to the annual restricted stock grant is determined by dividing (i) $250,000 by (ii) the average closing price of our Class A common stock on the Nasdaq Global Select Market for the six months preceding the month of the upcoming annual meeting of stockholders pursuant to the terms of our Director Compensation Policy and our A&R 2019 Plan. However, the board of directors determined to impose a one-time discretionary cap of 45,000 restricted shares of our Class A common stock for the 2025 annual director restricted stock award. Each such award of restricted stock had a grant date fair value of $0.80 per share and was granted pursuant to the terms of our Director Compensation Policy and our A&R 2019 Plan. As of December 31, 2025, each non-employee director then-serving held 45,000 unvested shares of Class A common stock as a result of this grant and held no other unvested equity awards. Amounts in the table represent the fair value of these restricted stock grants on the date of grant calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, or ASC 718. For a discussion of the assumptions used in the valuation of awards made in 2025, see Note 12 to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K that we filed with the SEC on February 26, 2026. All values reported exclude the effects of potential forfeitures. (2) Dr. Denner elected to receive this annual retainer in vested shares of our Class A common stock, in lieu of a cash retainer. Dr. Denner received a total of 50,505 shares of our Class A common stock for such service in 2025.

  16. 2025 Base Salary

    2025 Base Salary Base salaries are determined at an executive’s commencement of employment and are generally re-evaluated annually and adjusted, if warranted, to realign salaries with market levels or in connection with promotions or other changes in role and to reflect the performance of the named executive officer. In determining whether to adjust or recommend an adjustment to a named executive officer’s base salary, our compensation and HR committee takes into consideration factors such as our corporate performance in prior years, general economic factors and compensation parity among our named executive officers, as well as the abilities, performance and experience of the named executive officer. Our compensation and HR committee also reviews our named executive officers’ past compensation at the company and market data. In addition, our compensation and HR committee recommends, and our board approves, compensation determinations for our chief executive officer. In February 2025, our compensation and HR committee recommended and in March 2025, the independent directors of our board of directors determined that, although Mr. McCourt exceeded substantially all of his respective individual goals for 2024, his existing base salary should not be increased, as it remained well-aligned with market data and the competitive assessment conducted by Alpine Rewards LLC, or Alpine, the compensation and HR committee’s independent compensation consultant. (1) Effective December 18, 2024, Sravan Emany resigned from his position as our senior vice president, chief operating officer and chief financial officer. Upon Mr. Emany’s resignation, Mr. McCourt, our chief executive officer, was designated by our board of directors as our principal financial officer until January 27, 2025, when Mr. Martini was appointed as our senior vice president, chief financial officer and principal financial officer. In January 2025, Ms. Gaskins was promoted to senior vice president, chief commercial officer, and effective March 11, 2025, she was designated, by our board of directors, as an “executive officer” for purposes of Rule 3b-7 of the Exchange Act. In January 2025, Mr. Martini and Ms. Gaskins were appointed as senior vice president, chief financial officer and senior vice president, chief commercial officer, respectively. The compensation and HR committee approved, with respect to Mr. Martini, and reviewed, with respect to Ms. Gaskins, an annualized base salary of $485,000 for each individual for 2025. In approving or reviewing Mr. Martini and Ms. Gaskins’ respective base salaries, our compensation and HR committee considered a number of factors, including each of Mr. Martini’s and Ms. Gaskins’ backgrounds, the compensation paid to executives in similar positions at our peer group companies and other benchmark data, and executive compensation parity within Ironwood, as well as input from Alpine. In February 2025, the compensation and HR committee recommended that Mr. Martini’s 2025 base salary remains the same due to his recent promotion. In April 2025, following Ms. Gaskins’ designation as an “executive officer” for purposes of Rule 3b-7 of the Exchange Act by our board of directors, our compensation and HR committee ratified Ms. Gaskins’ 2025 base salary. A comparison of base salary information for 2024 and 2025 is set forth below:

  17. Annual Cash Incentive Program for 2025 Performance

    Annual Cash Incentive Program for 2025 Performance Our annual cash incentive program, or ACIP or cash bonus award, is designed to reward the achievement of our annual corporate goals and individual goals. The program is also intended to foster and support our performance-driven culture by setting clear, high-value goals, rewarding outstanding performers and making sure our employees know clearly that we value their contributions. Each target bonus award, expressed as a percentage of an executive’s base salary, is determined annually and is based on the extent to which we achieved our corporate goals for the preceding year, the executive’s individual performance in that year against his or her individual goals as well as peer group and other market data. Target bonus percentages for 2025 for each of our named executive officers were as follows:

  18. Annual Cash Incentive Program for 2025 Performance

    | Named Executive Officer | 2025 Target Bonus (as a % of base salary) | | Thomas McCourt | 75% | | Gregory Martini | 45% | | Tammi Gaskins | 45% |

  19. Annual Cash Incentive Program for 2025 Performance

    We believe that these target bonus percentages align the target total cash compensation, as defined below, of our named executive officers with that of our peers, place appropriate emphasis on the achievement of our annual performance objectives and facilitate recruiting, retaining, and motivating our executive officers. For each of our named executive officers, other than our chief executive officer, 70% of each 2025 cash bonus award was based solely on the achievement of our corporate goals and 30% was based on the named executive officer’s achievement of his or her individual goals as described above and our corporate goals. In recommending for approval by the board the amount of Mr. McCourt’s 2025 cash bonus, our compensation and HR committee determined to set Mr. McCourt’s individual performance in 2025 to be equal to the company’s performance factor of 100%. The board reviewed and followed this recommendation in approving Mr. McCourt’s cash bonus award for 2025 performance. The following table summarizes the calculation of our named executive officers’ cash bonus awards, other than for our chief executive officer. Mr. McCourt’s 2025 cash bonus was calculated by multiplying his target bonus percentage (75%) by the corporate performance factor, as noted above.

  20. Annual Cash Incentive Program for 2025 Performance

    | 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 |

  21. Annual Cash Incentive Program for 2025 Performance

    This approach was intended to closely align cash bonus award payouts with the achievement of our corporate goals, while taking into account individual performance (or, in the case of Mr. McCourt, equating company performance with individual performance) and making bonus determinations in a transparent way. As described above, the company performance achievement multiplier for executive officers for 2025 was 100%. In February 2026, our compensation and HR committee, determined that each of our named executive officers (other than Mr. McCourt, whose annual cash bonus payout is fully based on company performance) exceeded pre-established individual goals for 2025, resulting in the following individual performance achievement multipliers and bonus ratios to target bonus percentage (after applying the 70%/30% weighting and taking into account the company performance achievement multiplier for executive officers of 100%). The compensation and HR committee then reviewed and approved (or, in the case of Mr. McCourt, recommended that the board approve, which recommendation was followed by the board) the following bonuses for 2025 performance for our named executive officers:

  22. Annual Cash Incentive Program for 2025 Performance

    | Named Executive Officer | Individual Performance | Actual Bonus to Target Bonus Ratio | Annual Cash Incentive Program for 2025 Performance | | Thomas McCourt | 100%(1) | 100% | $650,676 | | Gregory Martini | 140% | 126% | $274,440(2) | | Tammi Gaskins | 140% | 126% | $274,440(2) |

  23. Annual Cash Incentive Program for 2025 Performance

    (1) As described above, our compensation and HR committee also recommended, and our board determined that Mr. McCourt’s individual performance achievement multiplier was 100% on the basis that such multiplier was equal to the corporate performance achievement multiplier for the executive officers of 100%. (2) Each of Mr. Martini and Ms. Gaskins received an additional $30,000 to recognize their successful transition into their new roles during 2025.

  24. 2025 Long-Term Equity Awards

    2025 Long-Term Equity Awards Our executive compensation philosophy emphasizes equity, and particularly performance-based equity, to strongly reinforce the principle of “pay for performance” and closely tie executive pay outcomes to stockholder value creation. We use equity awards as our long-term incentive vehicle to attract, reward and retain our named executive officers while aligning their interests with those of stockholders. We typically grant these equity awards in the first quarter of each year based on prior year performance. Given our stock price at the time of the 2025 equity grants, our compensation and HR committee took a disciplined approach to determining award values, reflecting our commitment to a market-targeted burn rate, prudent expense management, and “pay for performance.” Accordingly, while 2025 cash compensation remained in line with prior years, the long-term equity awards component averaged approximately 32% of each named executive officer’s total compensation (based on the grant date fair value of equity awards, with performance-based restricted stock unit, or PSU, awards measured at target). Throughout the year, our compensation and HR committee may award additional equity grants as circumstances warrant. Our compensation and HR committee does not apply a rigid formula in allocating equity awards to our named executive officers as a group or to any particular named executive officer, but for 2025 set an equity pool based on peer group and other market data from a competitive assessment prepared by its compensation consultant as discussed below. In addition to peer group and market data, our compensation and HR committee also considers other factors, including input from its compensation consultant and the amount of unvested equity held by a named executive officer, in determining the size of individual equity awards.

  25. 2025 Annual Equity Awards

    2025 Annual Equity Awards In early 2025, the compensation and HR committee determined that the annual long-term equity incentive compensation awards for our named executive officers should consist of an even number of PSUs (50%) and RSUs (50%). For PSUs, the compensation and HR committee further determined that performance under our PSU awards should be measured against a sole performance metric of relative total stockholder return, or rTSR, in order to continue to tie the compensation of our current named executive officers to stockholder value creation and hold our executives accountable for our stock price performance. For the 2025 rTSR PSUs, the compensation and HR committee designated the Nasdaq Biotechnology Index (Nasdaq: NBI) as the comparator index for the 2025 rTSR performance metric determined and that the three-year performance period should start on March 1, 2025, and end on February 29, 2028. The 2025 rTSR PSUs use the following metrics, weighting and vesting opportunity:

  26. 2025 Annual Equity Awards

    | Performance Metric | Weight | Performance Period | Threshold | Target | Maximum | | 2025 rTSR PSUs(1) | 100% | Three years ending February 29, 2028 | 50% attainment: Median rTSR minus 10% through February 2028 | 100% attainment: Median rTSR through February 2028 | 200% attainment: Median rTSR plus 25% through February 2028 |

  27. 2025 Annual Equity Awards

    (1) If the rTSR falls between Threshold, Target or Maximum goals, the percentage of rTSR PSUs earned shall be interpolated on a straight-line basis. Attainment for the 2025 rTSR PSUs is capped at 100% where the company’s TSR is negative. Our named executive officers, other than our chief executive officer, were granted annual PSUs in April 2025 under our A&R 2019 Plan. Our chief executive officer was granted annual RSUs and PSUs in May 2025, in each case under our A&R 2019 Plan. RSUs granted in 2025 for Mr. McCourt vest as to 33.3% of the underlying shares on each approximate anniversary of the grant date of the award, subject to his continued employment on each vesting date. As described above, the 2025 annual PSU award is subject to a single rTSR performance metric and is measured over a three-year performance period ending February 29, 2028. The total number of annual RSUs and PSUs granted in 2025 to our named executive officers were as follows:

  28. 2025 Annual Equity Awards

    | Named Executive Officer | 2025 Annual PSU Grant (# of Shares of Class A common stock Subject to PSUs) (at target) | 2025 Annual RSU Grant (# of Shares of Class A common stock Subject to RSUs) | | Thomas McCourt | 540,000 | 540,000 | | Gregory Martini | 111,111 | —(1) | | Tammi Gaskins | 111,111 | —(1) |

  29. 2025 Annual Equity Awards

    Mr. Martini and Ms. Gaskins were not eligible for annual RSU awards in 2025 as their January 2025 promotional awards already accounted for the annual grant cycle. See “— Promotional Awards” below for more information. In making its determinations with respect to the size of the equity awards granted to each of our named executive officers, our compensation and HR committee took into account peer group and other market data from the Alpine competitive assessment discussed below, as well as other factors including each executive’s then-current equity holdings, expected future contributions and retention.

  30. 2023 PSUs Payouts

    2023 PSUs Payouts In early 2023, the compensation and HR committee chose an absolute total stockholder return, or aTSR (50%) and rTSR (50%) as the PSU performance metrics in our 2023 executive equity compensation program to further tie the compensation of our named executive officers to stockholder value, as described in our 2024 proxy statement filed with the SEC on April 25, 2024.

  31. 2023 PSUs Payouts

    | Performance Metric | Weight | Performance Period | Threshold | Target | Above Target | Maximum | | 2023 aTSR PSUs | 50% | Three years ended 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% | Three years ended 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 |

  32. 2023 PSUs Payouts

    As previously discussed in our 2025 proxy statement filed with the SEC on April 28, 2025, our compensation and HR committee certified in early 2024 that the achievement of the “threshold” and “target” company share price targets for the 2023 aTSR PSUs were satisfied, resulting in 50% and 100% attainment, respectively, of the 2023 aTSR PSUs performance metric. The “above target” and “maximum “company share price targets were not achieved for the performance period ending on February 28, 2026. Consequently, no additional 2023 aTSR PSUs vested. In March 2026, our compensation and HR committee certified that, with respect to the 2023 rTSR PSUs, the achievement of the rTSR percentile rank compared to the rTSR peer group for the performance period, which ended on February 28, 2026, was 14th, resulting in a non-attainment of this performance metric.

  33. Promotional Awards

    Promotional Awards In January 2025, the compensation and HR committee approved promotional grants of 111,111 RSUs for each of Mr. Martini and Ms. Gaskins in recognition of their appointment as senior vice president, chief financial officer and senior vice president, chief commercial officer, respectively. The RSUs vest annually as to 25% of the underlying shares on each approximate anniversary of the grant date of the award, subject to each individual’s continued employment on each vesting date, which is the vesting schedule typically used for RSU awards granted to employees.

  34. Executive Severance Agreements and Benefits in the Event of a Change of Control

    Executive Severance Agreements and Benefits in the Event of a Change of Control The severance arrangements that we have with our named executive officers, as well as other benefits provided in the event of a change of control, are described elsewhere in this proxy statement under the captions Named Executive Officer Severance Arrangements and Benefits in the Event of a Change of Control. Severance benefits are only payable if the named executive officer has complied with all of our rules and policies, has executed a separation agreement that includes a release of claims and complies with his or her post-employment non-disclosure, noncompetition and non-solicitation obligations. We believe that offering these payments and benefits assists us in recruiting, retaining and motivating executive officers, facilitates the operation of our business, allows our named executive officers to better focus their time, attention and capabilities on our business, and provides for a clear and consistent approach to managing departures with mutually understood separation benefits.

  35. Executive Compensation Governance

    Executive Compensation Governance Highlighted procedures and tools that we use to ensure the effective governance of our compensation plans and decisions include: our compensation and HR committee has the authority to hire independent counsel, compensation consultants and other advisors; our compensation and HR committee conducts a regular review and assessment of risk as it relates to our compensation policies and practices; • as part of our insider trading prevention policy, our executive officers and directors are prohibited from engaging in any hedging or monetization transactions with respect to our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds; • other than our broad-based benefits, including health, transportation, remote work and well-being stipends and a 401(k) plan that we make available to our U.S.-based employees, we offer limited perquisites, as described herein; • our executive severance agreements (i) do not provide for tax gross-ups and (ii) contain double-trigger requirements for equity acceleration and other benefits in the event of a change of control; • seven of our eight directors are independent, including all members of our compensation and HR committee, and we have instituted stock ownership guidelines that require directors to accumulate and continuously hold a specified amount of our Class A common stock (see Director Stock Ownership Guidelines elsewhere in this proxy statement for additional information); • we have instituted executive stock ownership guidelines that require executive officers to accumulate and continuously hold a specified amount of our Class A common stock (see Executive Officer Stock Ownership Guidelines elsewhere in this proxy statement for additional information); and • we adopted a clawback policy in accordance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards effective October 2023. The clawback policy requires the clawback of erroneously awarded incentive-based compensation of former or current executive officers awarded during the three-year period preceding the date on which the company was required to prepare an accounting restatement due to the material noncompliance of the company with any financial reporting requirement under the securities laws. There is no fault or misconduct required to trigger a clawback and we will not indemnify any former or current executive officers against the loss of any erroneously awarded compensation that is recouped pursuant to the terms of the clawback policy, or any claims relating to our enforcement of our rights under the clawback policy.

  36. Compensation Determination Process

    Compensation Determination Process Our corporate governance guidelines and the charter of the compensation and HR committee provide that (i) our board should assess the company’s corporate performance and (ii) our compensation and HR committee should recommend, and the independent directors of our board should approve, the compensation determination for our chief executive officer. In determining the compensation of our chief executive officer, the independent directors of our board deliberate and vote on the chief executive officer’s compensation outside of the presence of the chief executive officer, and the chief executive officer and any other non-independent directors abstain from such determination. The compensation and HR committee also reviews our bonus pool, which is calibrated based on corporate performance, and approves our equity pools, which are calibrated for competitive market practice, and assigns a portion of each of these pools to all of our employees other than our executive officers. Allocation decisions with respect to these portions are made by members of senior management designated by our compensation and HR committee. Our compensation and HR committee also evaluates our compensation policies annually, taking into consideration our results of operations, our long and short-term goals, individual goals, market data, the competitive market for our executive officers and general economic factors. Additionally, our compensation and HR committee or board (in the case of the determinations relating to chief executive officer compensation) may recommend or decide, as appropriate, to modify the mix or amount of base salary, bonus, and long-term incentives to best fit an executive officer’s specific circumstances or, if warranted by competitive market conditions, to grant retention or additional equity awards to attract, retain and motivate skilled personnel. We believe that this discretion and flexibility allow our compensation and HR committee and board (in the case of determinations of our chief executive officer’s compensation) to better achieve our compensation objectives.

  37. Compensation Consultant

    Compensation Consultant Our compensation and HR committee has the authority to select and retain independent advisors and consultants to assist it with carrying out its responsibilities, and we are required to pay any related expenses approved by the committee. In 2025, our compensation and HR committee exercised such authority and engaged Alpine as its compensation consultant. Alpine reported directly to our compensation and HR committee throughout the period of its engagement. Other than the purchase of certain benefits surveys, director and employee compensation benchmarking data from Alpine in 2025, Alpine did not provide us with services in 2025 other than those requested by our compensation and HR committee and the review of this Executive Compensation for conformance with best practices. Based on the scope of our compensation and HR committee’s engagement with Alpine, it was determined that Alpine did not have a conflict of interest in its role as compensation consultant under applicable rules. In order to assist our compensation and HR committee in setting 2025 compensation, Alpine conducted competitive assessments of 2024 target compensation for our named executive officers, with a focus on the following components of our named executive officer compensation: • base salary; • target total cash compensation (which is base salary plus the target bonus); • long-term equity incentives (which are valued based on grant date fair value); and • target total direct compensation (which is target total cash compensation plus the grant date value of the most recent long-term incentive grant). In conducting this assessment, Alpine analyzed the components of our named executive officer compensation listed above, in each case measured against the 25th, 50th and 75th percentiles of our executive compensation peer group. In assisting our compensation and HR committee in setting 2025 compensation, Alpine presented proxy peer data as well as results from the Radford Global Life Sciences Survey, or Radford Survey, which was comprised of companies that represent a broader market perspective and similar employee population to us, and a Market Composite, which combined the peer group data and data from the Radford Survey by weighing each source equally. Although this competitive assessment was not used to mandate any specific compensation decisions, our compensation and HR committee considered the results of this assessment when making base salary, cash bonus and long-term equity incentive award determinations with respect to our named executive officers in early 2025.

  38. Executive Compensation Risk Assessment

    Executive Compensation Risk Assessment Our compensation and HR committee engaged Alpine to conduct a formal compensation risk assessment in December 2025. The compensation and HR committee then reviewed our 2025 compensation policies as generally applicable to our employees and determined that our policies did not encourage excessive and unnecessary risk-taking, and that the level of risk that they did encourage was not reasonably likely to have a material adverse effect on the company. Our compensation and HR committee considered the following, among other factors, in reviewing our compensation policies related to 2025 compensation: • our use of different types of compensation vehicles provided a balance of long and short-term incentives with fixed and variable components; we granted equity-based awards consisting of a mixed balance of time-based vesting and performance-based awards, which encouraged participants to look to long-term appreciation in equity values; our annual bonus determinations for each employee were dependent on achievement of a diverse set of company-level goals, which we believe promoted long-term value; and our system of internal control over financial reporting and code of business conduct and ethics, among other things, reduced the likelihood of manipulation of our financial performance to enhance payments under any of our incentive plans. Compensation Tables

  39. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid or accrued to, or earned by, each of our named executive officers during the years ended December 31, 2025 and 2024, or such shorter period of the named executive officer’s service.

  40. Summary Compensation Table

    | 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 | 2025 | 867,568 | — | 411,696(4) | — | 650,676 | 18,450 | 1,948,390 | | | 2024 | 867,568 | — | 4,722,733 | — | 455,473 | 37,857 | 6,083,631 | | Gregory Martini* Senior Vice President, Chief Financial Officer | 2025 | 470,466(5) | — | 447,777(6) | — | 274,440 | 18,450 | 1,211,133 | | | 2024 | — | — | — | — | — | — | — | | Tammi Gaskins* Senior Vice President, Chief Commercial Officer | 2025 | 474,722(5) | — | 447,777(7) | — | 274,440 | 18,450 | 1,215,389 | | | 2024 | — | — | — | — | — | — | — |

  41. Summary Compensation Table

    * Mr. Martini and Ms. Gaskins were appointed as senior vice president, chief financial officer and senior vice president, chief commercial officer, respectively, and were designated “executive officers” in 2025, and were therefore not named executive officers in 2024. (1) Reflects the fair value of RSU and PSU awards on the date of grant calculated in accordance with ASC 718. For a discussion of the assumptions used in the valuation of awards made in 2025, see Note 12 to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K that we filed with the SEC on February 26, 2026. All values reported exclude the effects of potential forfeitures. With respect to rTSR PSUs granted to the named executive officers in 2025, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions at the date of grant. Assuming the maximum level of performance (200%) is achieved for the rTSR PSUs, the aggregate grant date fair value of the rTSR PSUs granted in 2025 is as follows: $118,800 for Mr. McCourt, and $51,111 for each of Mr. Martini and Ms. Gaskins. (2) Consists of payments made under our ACIP for performance in the relevant year. For a description of bonuses paid in 2026 for performance in 2025, see the disclosure included elsewhere in this proxy statement under the caption Annual Cash Incentive Program for 2025 Performance. (3) For each named executive officer, consists of matching contributions made under our 401(k) plan, as well as an amount attributable to remote work and well-being stipends. The 401(k) matching contribution for 2025 for each of Messrs. McCourt and Martini and Ms. Gaskins was $15,750. The 401(k) matching contribution for Mr. McCourt for 2024 was $15,525. The amount for 2024 for Mr. McCourt also includes $19,632 for the incremental cost of gifts, spousal travel and attendance at certain Ironwood-sponsored events and meetings where the executives’ attendance was requested by the company, as well as the value of gifts received; this amount for 2024 is inclusive of tax gross-ups of $9,492 for McCourt. (4) Includes the aggregate grant date fair value of 540,000 RSUs and 540,000 PSUs awarded to Mr. McCourt in May 2025, in connection with annual equity awards. (5) Salaries reported for Mr. Martini and Ms. Gaskins reflect amounts earned for 2025 (as opposed to annual base salary rates that became effective upon their promotions to senior vice president, chief financial officer and senior vice president, chief commercial officer, respectively). (6) Includes the aggregate grant date fair value of 111,111 RSUs awarded to Mr. Martini in January 2025 in connection with his promotion to senior vice president, chief financial officer, and 111,111 PSUs awarded to Mr. Martini in April 2025, in connection with annual equity awards. Includes the aggregate grant date fair value of 111,111 RSUs awarded to Ms. Gaskins in January 2025 in connection with her promotion to senior vice president, chief commercial officer, and 111,111 PSUs awarded to Ms. Gaskins in April 2025, in connection with annual equity awards.

  42. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End As described in our 2021 Proxy Statement, portions of certain Ironwood equity awards were converted into Cyclerion equity awards in connection with our separation from Cyclerion in April 2019, or the Separation, and are subject to substantially the same terms and conditions as were applicable to the Ironwood equity awards prior to the distribution. The following tables set forth information regarding outstanding Ironwood and Cyclerion equity awards held by each of our named executive officers on December 31, 2025, the last day of our last fiscal year. Information presented has been adjusted, as necessary, to reflect the impact of the Separation. The Cyclerion equity awards were granted to Mr. McCourt in connection with the Separation. None of our other named executive officers hold any Cyclerion equity awards.

  43. Pay Versus Performance

    Pay Versus Performance Under Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are presenting information that demonstrates the relationship between compensation actually paid, or CAP, as computed under SEC rules, to our named executive officers and certain financial performance measures for the years ended December 31, 2025, 2024 and 2023. The compensation and HR committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. For additional information about our performance-based pay philosophy and how we align executive compensation with Ironwood’s performance, please refer to the Executive Compensation section included elsewhere in this proxy statement.

  44. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | 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 Total Shareholder Return | Net Income (Loss) (in millions) | | (a) | (b)(1) | (c)(2) | (d)(3) | (e)(4) | (f)(5) | (g)(6) | | 2025 | $1,948,390 | $1,287,531 | $1,213,261 | $1,027,810 | $27.20 | $24.02 | | 2024 | $6,083,631 | $(4,486,801) | $2,822,544 | $(1,473,865) | $35.75 | $0.88 | | 2023 | $7,583,812 | $4,632,828 | $2,618,696 | $1,971,039 | $92.33 | $(1,031.56) |

  45. Pay Versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. McCourt, our chief executive officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Summary Compensation Table elsewhere in this proxy statement for information on Mr. McCourt’s compensation. (2) The dollar amounts reported in column (c) represent the “compensation actually paid” to the principal executive officer, or PEO, Mr. McCourt, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McCourt during the applicable years, and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise of equity awards, as applicable. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McCourt’s total compensation for each applicable year to determine the compensation actually paid:

  46. Pay Versus Performance

    | 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 | | 2025 | Thomas McCourt | $1,948,390 | $(411,696) | $(249,163) | $1,287,531 | | 2024 | Thomas McCourt | $6,083,631 | $(4,722,733) | $(5,847,699) | $(4,486,801) | | 2023 | Thomas McCourt | $7,583,812 | $(5,974,255) | $3,023,271 | $4,632,828 |

  47. Pay Versus Performance

    (a) Represents the deduction from the “Reported Summary Compensation Table Total for PEO” column for the total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity values are calculated in accordance with ASC 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  48. Pay Versus Performance

    | 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 | | 2025 | Thomas McCourt | $2,035,800 | $(878,128) | — | $(957,128) | $(449,707) | — | $(249,163) | | 2024 | Thomas McCourt | $1,587,932 | $(8,178,834) | — | $743,203 | $— | — | $(5,847,699) | | 2023 | Thomas McCourt | $6,203,423 | $(2,858,574) | — | $(321,578) | $— | — | $3,023,271 |

  49. Pay Versus Performance

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s non-PEO named executive officers, or NEOs, as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Gregory Martini and Tammi Gaskins; (ii) for 2024, Andrew Davis, Sravan Emany, John Minardo and Michael Shetzline; and (iii) for 2023, Andrew Davis, Sravan Emany, John Minardo and Michael Shetzline. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  50. Pay Versus Performance

    | 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 | | 2025 | $1,213,261 | $(447,777) | $262,326 | $1,027,810 | | 2024 | $2,822,544 | $(2,180,503) | $(2,115,906) | $(1,473,865) | | 2023 | $2,618,696 | $(1,762,026) | $1,114,369 | $1,971,039 |

  51. Comparative Analysis of the Pay versus Performance Table

    Comparative Analysis of the Pay versus Performance Table As described in more detail in the Executive Compensation section included elsewhere in this proxy statement, our compensation program is designed to provide compensation and incentives that align employee actions and motivations with the interests of our stockholders; attract, retain, motivate, and reward outstanding talent across the company through well-communicated programs that are aligned with our vision and mission, and support a positive company culture. We consider several performance measures to ensure executives are incentivized to accomplish these objectives, many of which are not presented in the pay versus performance table. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance Table above.

  52. Comparison of “Compensation Actually Paid” to Cumulative TSR

    Comparison of “Compensation Actually Paid” to Cumulative TSR The following charts show the relationships over the past three years of Compensation Actually Paid, or CAP, amounts for our PEO and Non-PEO NEOs as compared to our cumulative TSR and Net Income (Loss):