UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

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100 Summer Street, Suite 2300
Boston, Massachusetts 02110

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS OF
IRONWOOD PHARMACEUTICALS, INC.

We will also consider action on any other matter that may be properly brought before the meeting or any postponement(s) or adjournment(s) thereof.

Our board of directors recommends you vote "for" each of the nominees for Class I and Class II director (proposal no. 1), "for" the advisory vote on named executive officer compensation (proposal no. 2), and "for" ratification of our selection of auditors (proposal no. 3). Only stockholders of record at the close of business on April 12, 2021 are entitled to notice of and to vote at the meeting.

We are pleased to take advantage of the Securities and Exchange Commission, or SEC, rules that allow us to furnish proxy materials to our stockholders on the internet. We believe these rules allow us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the annual meeting.

The safety of our stockholders is important to us and given the current guidance by public health officials and protocols that federal, state and local health authorities have imposed surrounding the coronavirus (COVID-19) pandemic, at the time of this filing we believe it is not advisable to hold our annual meeting in person. Our virtual stockholder format uses technology designed to provide our stockholders rights and opportunities to participate in the virtual meeting similar to an in-person meeting. You may attend the meeting, vote and submit questions electronically during the meeting via live webcast by visiting the website provided above. A list of stockholders of record will be available electronically during the meeting. The website can be accessed on a computer, tablet, or phone with internet connection. To be admitted to the meeting at www.virtualshareholdermeeting.com/IRWD2021, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice that you received.

Proxy Material Mailing Date: April 22, 2021		Sincerely, Thomas McCourt President and Interim Chief Executive Officer

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Letter From Our President
and Interim CEO

We are Executing Our GI-Focused Strategy

LINZESS showed remarkable resilience in 2020, delivering $931 million in 2020 U.S. net sales—an increase of 10% year-over-year—further strengthening its position as the number one prescribed medicine in the U.S. for the treatment of adults with irritable bowel syndrome with constipation, or IBS-C, or chronic idiopathic constipation, or CIC. We believe there is substantial opportunity for continued growth and are working closely with our partner, AbbVie Inc., or AbbVie, to advance innovative commercial strategies and enhance linaclotide's clinical utility through lifecycle management.

We are also seeking to build an innovative development portfolio by advancing our own IW-3300 for the potential treatment of visceral pain conditions and by pursuing assets that target serious, organic GI diseases. We had some disappointing outcomes from our GI development pipeline last year, and while these types of outcomes are not uncommon in drug development, they are never easy when there are so many patients in need of new therapies. However, with continued scientific progress and our unique expertise and capabilities within GI, we remain committed in our pursuit of innovative treatments for GI diseases.

And lastly, we are continuing our disciplined approach to capital allocation to support our goal of delivering sustainable profits and cash flow. We achieved our second full year of profits in 2020, recording $106 million in net income. Importantly, we ended 2020 with $363 million in cash and cash equivalents—more than doubling our cash position from the end of 2019.

We are Committed to Fostering an Inclusive and Diverse Culture

We believe that creating an equitable, inclusive and diverse culture is critical to attracting, motivating, and retaining the talent necessary to deliver on our mission. In 2020, we adopted a long-term equality, diversity and inclusion strategy, introduced new learning and development opportunities, strengthened our talent acquisition strategies, and made contributions to organizations that advance racial equality and social justice in our communities.

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We are Focused on Driving Stockholder Value

We remain focused on driving value for our stockholders by bringing important medicines to patients and building a growing and successful business. This is central to successfully executing against our strategic priorities and a critical threshold as we continue to invest thoughtfully into our business. Thank you for supporting Ironwood and our path forward. I am confident that with continued focus and execution, Ironwood is well positioned to deliver benefits for patients and value for stockholders.

Sincerely,

Thomas McCourt
President and Interim Chief Executive Officer

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About Ironwood

We aspire to bring innovative treatments for GI diseases to patients in need.

We are a GI healthcare company on a mission to advance the treatment of GI diseases and redefine the standard of care for GI patients. Leveraging our demonstrated expertise and capabilities in GI diseases, we are focused on the development and commercialization of innovative GI product opportunities in areas of significant unmet need.

LINZESS® (linaclotide), our commercial product, is the first product approved by the United States Food and Drug Administration, or U.S. FDA, in a class of GI medicines called guanylate cyclase type C agonists and is indicated for adult men and women suffering from IBS-C or CIC. LINZESS is the prescription market leader in the IBS-C and CIC category in the U.S. Outside of the U.S., LINZESS is available to adults suffering from IBS-C or CIC in Mexico and Japan and to adults suffering from IBS-C in China (including Hong Kong and Macau). Linaclotide is also available under the trademarked name CONSTELLA® to adults suffering from IBS-C or CIC in Canada, and to adults suffering from IBS-C in certain European countries.

We recognize the value of collaboration and have a track record of establishing, operating and evolving high-performance partnerships globally. We have strategic partnerships with leading pharmaceutical companies to support the development and commercialization of linaclotide around the world. We also aim to leverage our leading capabilities in GI to bring additional treatment options to GI patients in the U.S.

We believe our history of innovation in GI medicine, deep expertise in developing and commercializing innovative GI therapies, established relationships within the GI community, as well as our leadership's experience building blockbuster brands, positions us well to advance GI care and bring treatments that can deliver great impact for patients, our business and our stockholders.

Our strategy in 2020 was focused on three core priorities: drive LINZESS growth, advance our GI development portfolio and deliver sustainable profits. Our performance against our 2020 core priorities was as follows:

1.

Drive LINZESS Growth

•

We grew our share of collaborative arrangements revenue related to sales of LINZESS in the U.S. by 13% year-over-year to $369 million for the year ended December 31, 2020. This increase was primarily driven by a 9% increase in LINZESS prescription demand in the U.S. in 2020 compared to 2019.

•

The U.S. FDA approved a supplemental New Drug Application, or NDA, for LINZESS, resulting in updated U.S. prescribing information with data demonstrating that linaclotide improved the overall abdominal symptoms of bloating, discomfort, and pain in adult patients with IBS-C compared to placebo.

•

We and our U.S. partner, AbbVie, entered into settlement agreements with the two remaining generic drug manufacturers resolving all pending patent infringement litigation brought in response to abbreviated New Drug Applications, or NDAs, seeking approval to market generic versions of LINZESS prior to the expiration of our and AbbVie's applicable patents.

•

The United States Patent and Trademark Office granted patents covering the formulation of the 72 mcg dose of LINZESS and methods of using the formulation. The patents are expected to expire in 2031.

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2.

Advance U.S. GI Development Portfolio

•

MD-7246:  We and AbbVie announced top-line data from a Phase II trial evaluating MD-7246, a delayed release formulation of linaclotide, in adult patients with abdominal pain associated with irritable bowel syndrome with diarrhea, or IBS-D. The Phase II trial did not meet its primary or key secondary endpoints. Based on these findings, we and AbbVie made the quick, data-driven decision to discontinue the development of MD-7246.

•

IW-3718:  We announced that one of our two identical Phase III trials evaluating IW-3718, a gastric retentive formulation of a bile acid sequestrant, in refractory gastroesophageal reflux disease, or refractory GERD, did not meet the pre-specified criteria associated with a planned early efficacy assessment. Following the assessment from an independent data monitoring committee, we unblinded the data and confirmed that the data from this Phase III trial did not meet the criteria, including the study's primary endpoint of achieving a statistically significant improvement in heartburn severity. Based on these findings, we made the quick, data-drive decision to discontinue the development of IW-3718.

•

We expanded our strategy to build our GI portfolio to include external commercial and earlier-stage clinical assets focused on serious, organic GI diseases.

3.

Deliver Sustainable Profits

•

We delivered net income of $106 million during the year ended December 31, 2020, reflecting our second consecutive full year of profitability.

•

We generated $169 million in cash from operations during the year ended December 31, 2020, ending the year with $363 million in cash and cash equivalents. On December 31, 2019, we had $177 million in cash and cash equivalents.

We demonstrated strong progress across our corporate goals in 2020. As a result, our 2020 company performance achievement multiplier, which we used as a key consideration in determining executive compensation for 2020 performance, was 101%, as determined by our board of directors. Please see the Compensation Discussion and Analysis section included elsewhere in this proxy statement for detailed information on compensation to our 2020 named executive officers.

In this proxy statement, references to "the company" or "Ironwood" and, except within the Audit Committee Report and the Compensation Committee Report, references to "we", "us" or "our" mean Ironwood Pharmaceuticals, Inc. LINZESS® and CONSTELLA® are trademarks of Ironwood Pharmaceuticals, Inc. Any other trademarks referred to in this proxy statement are the property of their respective owners. All rights reserved. The contents of our website are not incorporated into this document and you should not consider information provided on our website to be part of this document.

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Our Board of Directors

The following table sets forth certain information, as of April 22, 2021, with respect to each of our directors:

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Class I Directors (nominated for election at the 2021 annual meeting)

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Class II Directors (nominated for election at the 2021 annual meeting)

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Class III Directors (term expires at the 2022 annual meeting)

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We believe that our board of directors should be comprised of individuals with sophistication and experience in many substantive areas that will help us achieve our vision of becoming a leading U.S. GI healthcare company dedicated to advancing the treatment of GI diseases and redefining the standard of care for GI patients.

The core criteria that we use in evaluating each nominee to our board of directors consists of the following: (a) an owner-oriented attitude and a commitment to represent the interests of our stockholders, demonstrated, in part, through ownership of our stock; (b) strong personal and professional ethics, integrity and values; (c) strong business acumen and savvy; (d) a deep, genuine passion for our business and the patients whom we serve; (e) demonstrated achievement in the nominee's field of expertise; (f) the absence of conflicts of interest that would impair the nominee's ability to represent the interests of our stockholders; (g) the ability to dedicate the time necessary to regularly participate in meetings of the board and committees of our board; and (h) the potential to contribute to the diversity of our board of directors, as a result of the nominee's professional background, expertise, gender, age or ethnicity.

As illustrated in the matrix below, we believe our directors possess the professional and personal qualifications and necessary expertise both within and outside of the healthcare industry to maintain a diverse and experienced board of directors that can effectively represent stockholders.

Director Succession Planning

We refresh our board of directors and assess our board succession plans regularly. As of April 20, 2021, the average age of our independent directors' was 61 years, and the average tenure of our independent directors was approximately 3.8 years. Six of our ten directors joined our board of directors since our separation, or Separation,

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from Cyclerion Therapeutics, Inc., or Cyclerion, in April 2019, including two directors, Dr. Denner and Mr. Shepard, who joined our board of directors in 2020.

Annual Evaluations

Our directors conduct annual evaluations to assess the performance and effectiveness of the board of directors and each committee in which they are a member. In addition, each director completes a self-evaluation as well as a peer evaluation of each other director. For 2020, each director, except Dr. Denner and Mr. Shepard, completed a written questionnaire which solicited open-ended and candid feedback on an anonymous basis. Dr. Denner and Mr. Shepard did not complete a written questionnaire as they joined the board of directors in the fourth quarter of 2020. In addition to the director evaluations, we also solicit annual feedback from senior management concerning the board's performance on an anonymous basis. After the collective board and committee evaluations and comments (including those from senior management) and the self and peer evaluations and comments were compiled, the chair of the governance and nominating committee met with our chair of the board and Mark Mallon, our former chief executive officer, to discuss the board and committee evaluations and individual evaluations for directors. The chair of the governance and nominating committee also conducted individual feedback sessions with each director (except Dr. Denner and Mr. Shepard) to discuss the results of his or her individual evaluation and then provided the governance and nominating committee with a summary of the individual evaluations for the Class I and Class II directors up for election at the 2021 annual meeting of stockholders. The chair of the governance and nominating committee then presented a summary of the collective board and committee evaluations and comments (including those from senior management) to the governance and nominating committee and full board of directors.

Director Nomination Process

Our governance and nominating committee identifies potential director candidates through referrals and recommendations, including from incumbent directors, management and stockholders, as well as through business and other organizational networks and relationships. The board and management had built a strong relationship with Dr. Denner from his role as chief investment officer of Sarissa Capital Management LP, one of Ironwood's largest stockholders, and valued his significant experience overseeing the operations of healthcare companies. For that reason, our governance and nominating committee recommended and the board elected Alexander J. Denner, Ph.D. to join our board effective in November 2020. In 2020, we also worked with a leadership consulting firm to identify opportunities to build on capabilities we believed were necessary to execute on our strategic priorities. In connection with that process, we identified an opportunity to add a director with experience as a chief executive officer in the pharmaceutical industry with a history of value creation through inorganic growth to our board. We then retained a search firm to identify candidates that met these qualifications and, through that process, identified Jay P. Shepard, who the governance and nominating committee recommended and the board elected to join our board effective in December 2020.

Stockholders who wish to recommend candidates may contact the governance and nominating committee in the manner described in Stockholder Communications, Proposals and Nominations for Directorships—Communications. Stockholder-recommended candidates whose recommendations comply with these procedures will be evaluated by the governance and nominating committee in the same manner as candidates identified by the governance and nominating committee.

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Board Size and Terms

Our Eleventh Amended and Restated Certificate of Incorporation, as amended, or our Certificate of Incorporation, states that our board of directors shall consist of between one and 15 members, and the precise number of directors shall be fixed by a resolution of our board of directors. Our board of directors currently consists of ten members. Each director holds office until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Any vacancy on the board of directors, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office. Any additional directorships resulting from an increase in the number of directors will be apportioned by our board of directors among the three classes until the declassification of our board of directors, as described further below.

In accordance with the terms of our Certificate of Incorporation, our board of directors is currently divided into three classes, which has resulted in staggered elections. Upon the expiration of the one-year term of a class of directors, directors in that class will be eligible to be nominated and elected for a new one-year term at the annual meeting in the year in which their term expires. The current members of each class are set forth in the table above under Who We Are.

On the recommendation of our board of directors, our stockholders voted at our 2019 annual meeting of stockholders to amend our Certificate of Incorporation to declassify our board of directors to allow the company's stockholders to vote on the election of the entire board of directors on an annual basis, rather than on a staggered basis. Consistent with the amendment to our Certificate of Incorporation that was approved by our stockholders, the declassification of the board of directors is being phased in as follows:

•

at our 2020 annual meeting of stockholders, the Class I directors stood for election for a one-year term;



•

at our 2021 annual meeting of stockholders, the Class I and Class II directors will stand for election for a one-year term; and



•

at our 2022 annual meeting of stockholders, and at each annual meeting of stockholders thereafter, all directors will stand for election for one-year terms.

For so long as our board of directors is classified, directors may be removed by our stockholders only for cause. Following the declassification of our board of directors, our directors will be removable with or without cause by our stockholders.

We separate the roles of chair of the board of directors and chief executive officer and rotate the chair approximately every five years, unless the governance and nominating committee recommends otherwise. Our board of directors believes that this structure enhances the board of directors' oversight of, and independence from, management, and enables the board of directors to carry out its responsibilities on behalf of our stockholders. This leadership structure also allows our chief executive officer to focus his or her time and energy on operating and managing the company, while leveraging the experience and perspective of Ms. McHugh, the current chair of our board of directors. We expect the next chair rotation will take place in 2024.

Director Independence

Under Nasdaq Rule 5605, a majority of a listed company's board of directors must be comprised of independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and governance and nominating committees be independent, and that audit and compensation committee members satisfy the additional independence criteria set forth in Rule 10A-3 and 10C-1, respectively, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under Nasdaq Rule 5605(a)(2), a director will only qualify as an "independent director" if, in the opinion of that company's

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board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors determined that none of Messrs. Dreyfus, Duane, Owens and Shepard, Mses. Kessler, McHugh and Moukheibir, and Drs. Denner and Olanoff, representing nine of our ten directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under Nasdaq Rule 5605(a)(2). Dr. Currie, who served as our senior vice president, chief scientific officer and president of R&D until the Separation in April 2019, was not determined to be independent due to his recent employment with the company. Our board of directors also determined that each of the current members of our audit committee, our governance and nominating committee, and our compensation and HR committee satisfies the independence standards for such committee established by Rule 10A-3 and 10C-1 under the Exchange Act, the SEC rules and the Nasdaq rules, as applicable. In making such determinations, our board of directors considered the information requested from and provided by each director concerning the director's background, employment and affiliations, including family relationships, the relationships that each such non-employee director has with Ironwood and all other facts and circumstances the board of directors deemed relevant in assessing independence. As part of such determination, the board of directors considered: (a) the additional time Ms. McHugh is spending providing counsel and guidance to the Company's senior leadership team during the chief executive officer transition period and the related incremental chair retainer and equity grant recommended by the compensation and HR committee and approved by the board of directors (as described elsewhere in this proxy statement under the caption Additional Chair Compensation), (b) the volume of business between BCBSMA, the company in which Mr. Dreyfus serves as president and chief executive officer, and Ironwood, which amounted to less than 1% of the annual revenues of BCBSMA in 2020; and (c) payments made by Ironwood to IQVIA, the company in which Ms. Kessler served as the former senior vice president for strategy, marketing and communications and former adviser to the chief executive officer, which amounted to less than 1% of the annual revenues of IQVIA in 2020.

Risk Oversight

Our board of directors retains ultimate responsibility for risk oversight and our management team retains the responsibility for risk management. In carrying out its risk oversight responsibilities, our board of directors reviews the long- and short-term internal and external risks facing the company through its participation in long-range strategic planning, and the annual review and evaluation of corporate risks that the audit committee reports. Our board of directors also believes that separating the roles of chair of the board of directors and chief executive officer enhances the board of directors' ability to oversee risk in an objective manner.

We have implemented and continue to refine a formalized enterprise risk management process. On an ongoing basis, we identify key risks, assess their potential impact and likelihood, and, where appropriate, implement operational measures and controls or purchase insurance coverage in order to help ensure adequate risk mitigation. Together with our board of directors, we continue to closely monitor the developments and impact of COVID-19 on our business and operations, including employees, and work diligently to quickly address and mitigate risks in the evolving and dynamic environment.

On a quarterly basis, key risks, status of mitigation activities and potential new or emerging risks are reported to and discussed with senior management and further addressed with our board of directors, as necessary. On at least an annual basis, a long-term comprehensive enterprise risk management update is provided to our board of directors. The long-term goal of our enterprise risk management process is to ingrain a culture of risk awareness and mitigation throughout the organization that can be applied to our current business activities as well as our assessment and pursuit of future business opportunities.

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As set forth in its charter, our audit committee discusses with management any significant risks or exposures facing Ironwood, evaluates the steps management has taken or proposes to take to mitigate such risks and reviews our compliance with such mitigation plans. As part of fulfilling these responsibilities, the audit committee meets regularly with Ernst & Young LLP, our independent registered public accounting firm, and members of our management, including our chief executive officer and chief financial officer. Our audit committee also discusses with Ernst & Young LLP any significant risks or exposures facing the company to the extent that such risks or exposures relate to accounting and financial reporting and reviews related mitigation plans with Ernst & Young LLP. In addition, our audit committee reviews the risk factors presented in our annual reports on Form 10-K and our quarterly reports on Form 10-Q that we file with the SEC.

As part of our board of directors' risk oversight role, our compensation and HR committee reviews and evaluates the risks associated with our compensation programs and succession plans. The compensation and HR committee also is responsible under its charter for approving the compensation of all of our executive officers (other than our chief executive officer), recommending chief executive officer compensation to our board of directors and overseeing the maintenance and presentation to our board of directors of succession plans for members of our senior management. Likewise, our governance and nominating committee is responsible for evaluating the performance, operations and composition of our board of directors and the sufficiency of our corporate governance guidelines, either of which may impact our risk profile from a governance perspective.

In performing their risk oversight functions, each committee of our board of directors has full access to management, as well as the ability to engage outside advisors.

Hedging and Pledging Policy

As part of our insider trading prevention policy, our directors and executive officers are prohibited from engaging in any hedging or monetization transactions of our company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, our insider trading prevention policy generally prohibits our directors and executive officers from holding company securities in a margin account or pledging company securities as collateral for a loan.

Corporate Governance Guidelines

We have adopted corporate governance guidelines which are accessible through the Investors section of our website at www.ironwoodpharma.com, under the heading Corporate Governance, and which are available in print to any stockholder who requests them from our secretary. Our board of directors believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duties to stockholders and relies on these guidelines to provide that framework. Among other things, the guidelines help to ensure that our board of directors is independent from management, that our board of directors adequately performs its oversight functions and that the interests of our board of directors and management align with the interests of our stockholders.

Equality, Diversity and Inclusion

We believe that creating an equitable, diverse, and inclusive culture is critical to attracting, motivating and retaining the talent necessary to deliver on our mission, and our compensation HR committee actively engages with management on matters such as employee development, corporate culture and engagement, as well as equality, diversity and inclusion, or EDI, initiatives.

In 2020, we established an EDI working group dedicated to advancing key EDI initiatives. Ironwood's leadership team and board of directors champions these efforts. In October 2020, our management adopted a long-term EDI strategy and, in January 2021, our board of directors approved a specific corporate goal for 2021 aimed at

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fostering an environment where employees feel included and empowered. Current EDI initiatives include empowering our employee resource groups, such as Ironwomen and Ironwood Stands Together Against Racism, or ISTAR, introducing new learning and development opportunities, strengthening our talent acquisition strategies and introducing new metrics and measurements on outreach to diverse candidate sources, retention, career advancement and employee survey feedback from diverse populations.

As of December 31, 2020, approximately 50% of our employees are women, and women represent approximately 30% of our leadership team (vice president and above) and nearly 30% of our board of directors (including our board and audit committee chairs). Additionally, approximately 20% of our employees are racially or ethnically diverse and, in 2020, approximately 40% of our new hires were racially or ethnically diverse.

Board Meetings

Our board of directors held nine meetings during 2020. As stated in our corporate governance guidelines, we expect our directors to rigorously prepare for, attend and participate in all board and applicable committee meetings. Each director is expected to ensure that other existing and planned future commitments do not materially interfere with his or her service as a director. We also expect that all of our directors will attend our annual meeting of stockholders unless a director will not be continuing to serve on the board following such annual meeting. In 2020, each incumbent director attended at least 75% of all meetings of the board of directors and all committees of the board of directors on which he or she served that were held during the period that such director was a member of the board of directors or the applicable committee. Eight of our nine directors at the time of our 2020 annual meeting of stockholders attended the meeting.

Committees

Our board of directors has established three standing committees: an audit committee, a governance and nominating committee and a compensation and HR committee. Each of the audit committee, the governance and nominating committee and the compensation and HR committee operates under a charter approved by our board of directors. Copies of each charter are accessible through the Investors section of our website at www.ironwoodpharma.com, under the heading Corporate Governance, and are available in print to any stockholder who requests them from our secretary. The chair of each of our committees is expected to rotate approximately every three to five years, unless the governance and nominating committee recommends otherwise.

Audit Committee

We have a separately designated standing audit committee established by our board of directors for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements. The members of our audit committee are Mses. Moukheibir and McHugh and Messrs. Owens and Shepard.

Ms. Moukheibir chairs the audit committee. Our audit committee met four times during 2020. Our audit committee assists our board of directors in its oversight of significant risks facing Ironwood, the integrity of our financial statements and our independent registered public accounting firm's qualifications, independence and performance.

Our audit committee's responsibilities include:

•

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements, earnings releases and related disclosures;



•

reviewing and discussing with management and our independent registered public accounting firm and, as needed, internal auditors or any relevant third party, the quality and adequacy of our internal controls and internal auditing procedures, including any material weaknesses;

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discussing our accounting policies and all material correcting adjustments with our management and our independent registered public accounting firm;



•

discussing with our management any significant risks or exposures facing the company and the related mitigation plans, and discussing with our independent registered public accounting firm any significant risks or exposures facing the company to the extent that such risks or exposures relate to accounting and financial reporting and related mitigation plans;



•

monitoring our internal control over financial reporting and disclosure controls and procedures;



•

working with management to formulate a mitigation plan and reviewing the company's compliance with such mitigation plan in the event of a significant breakdown or security breach affecting the information technology systems of the company or a third party;



•

appointing, retaining, evaluating, overseeing, and approving the compensation for and, when necessary, terminating our independent registered public accounting firm;



•

approving all audit services and all permitted non-audit, tax and other services to be performed by our independent registered public accounting firm, in each case, in accordance with the audit committee's pre-approval policy;



•

discussing with the independent registered public accounting firm its independence and ensuring that it receives the written disclosures regarding these communications required by the Public Company Accounting Oversight Board, or PCAOB;



•

reviewing with the independent registered public accounting firm, to the extent applicable, any matter arising from the audit of the financial statements that was communicated or required to be communicated that both relates to accounts or disclosures that are material to the financial statements and involves especially challenging, subjective or complex auditor judgment;



•

reviewing and approving all transactions or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers;



•

recommending whether the audited financial statements should be included in our annual report and preparing the audit committee report required by SEC rules;



•

reviewing with our independent registered public accounting firm all material communications between our management and our independent registered public accounting firm;



•

reviewing, updating and recommending to our board of directors approval of our code of business conduct and ethics; and



•

establishing procedures for the receipt, retention, investigation and treatment of accounting related complaints and concerns.

Our board of directors has determined that Ms. Moukheibir is an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K.

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Audit Committee Report

In the course of our oversight of Ironwood's financial reporting process, we have (i) reviewed and discussed with management the company's audited financial statements for the fiscal year ended December 31, 2020, (ii) discussed with Ernst & Young LLP, the company's independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, and (iii) received the written disclosures and the letter from Ernst & Young LLP, the company's independent registered public accounting firm, required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with us concerning independence, discussed with the independent registered public accounting firm its independence, and considered whether the provision of non-audit services by the independent registered public accounting firm is compatible with maintaining its independence.

Based on the foregoing review and discussions, we recommended to the board of directors of the company that the audited financial statements be included in the company's Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.

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Governance and Nominating Committee

The members of our governance and nominating committee are Drs. Denner and Olanoff, Mr. Duane and Ms. McHugh. Dr. Olanoff chairs the governance and nominating committee. Our governance and nominating committee met four times during 2020.

Our governance and nominating committee's responsibilities include:

•

assisting our board of directors in identifying and recruiting individuals qualified to become members of our board of directors;



•

recommending to our board of directors the persons to be nominated for election as directors;



•

recommending to our board of directors qualified individuals to serve as committee members;



•

performing an annual evaluation of our board of directors and each committee of the board of directors;



•

evaluating the need and, if necessary, creating a plan for the continuing education of our directors;



•

assessing and reviewing our corporate governance guidelines and recommending any changes to our board of directors;



•

considering any potential conflicts of interest of members of our board of directors;



•

considering our policies with respect to their impact on significant issues of corporate social responsibility; and



•

evaluating and approving any requests from our executives to serve on the board of directors of another for-profit company.

Compensation and HR Committee

The members of our compensation and HR committee are Messrs. Dreyfus and Duane and Ms. Kessler. Mr. Dreyfus chairs our compensation and HR committee. Our compensation and HR committee met five times during 2020. Our compensation and HR committee assists our board of directors in fulfilling its responsibilities relating to the compensation of our board of directors and our executive officers.

Our compensation and HR committee's responsibilities include:

•

reviewing and approving corporate goals and objectives relevant to executive officer compensation and evaluating the performance of executive officers in light of those goals and objectives;



•

reviewing and recommending to the board our chief executive officer's compensation based on its evaluation of the chief executive officer's and the company's performance;



•

reviewing and approving executive officer compensation (other than the chief executive officer), including salary, bonus and incentive compensation, deferred compensation, perquisites, equity compensation, benefits provided upon retirement, severance or other termination of employment, and any other forms of executive compensation;



•

reviewing and approving our peer companies to evaluate our compensation competitiveness and mix of compensation elements;



•

overseeing and administering our incentive compensation plans and equity-based plans and recommending the adoption of new incentive compensation plans and equity-based plans to our board of directors;

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•

reviewing, accessing and making recommendations to our board of directors with respect to director compensation;



•

reviewing, approving and overseeing any stock ownership guidelines applicable to executive officers;



•

reviewing and discussing with management the compensation discussion and analysis required to be included in our filings with the SEC and recommending whether the compensation discussion and analysis should be included in such filings;



•

preparing the compensation and HR committee report required by the SEC;



•

making recommendations to our board of directors with respect to management succession planning, including planning with respect to our chief executive officer;



•

overseeing compliance with applicable laws and regulations affecting employee compensation and benefits, including regarding stockholder approval of certain executive compensation matters; and



•

reviewing the risks associated with our compensation policies and practices.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation and HR committee is or has at any time during the past fiscal year been an officer or employee of Ironwood. None of the members of our compensation and HR committee has formerly been an officer of Ironwood. None of our executive officers serve, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation and HR committee. None of the members of our compensation and HR committee had any relationship with us that requires disclosure under any paragraph of Item 404 of Regulation S-K under the Exchange Act.

Under our director compensation policy, effective May 2019, the majority of the compensation that our non-employee directors receive for service on our board of directors is paid in the form of restricted shares of our Class A common stock. Vesting of these shares of restricted stock is contingent on each non-employee director continuing to serve as a member of the board of directors on the last day of each applicable vesting period. If a director ceases serving as a member of our board of directors at any time during the vesting period of a restricted stock award, or RSA, unvested shares will be forfeited on the date of such director's termination of service. Shares of restricted stock granted to directors in 2020 under our director compensation policy were granted under our 2019 Equity Incentive Plan, or our 2019 Plan. Under our 2019 Plan, the aggregate value of all compensation paid or granted to any director for his or her service as a director in any calendar year may not exceed $600,000.

Under our director compensation policy, at each annual meeting of stockholders, our non-employee directors are granted restricted shares of our Class A common stock with a grant date fair value of $250,000, determined based on the average closing price of our Class A common stock on the Nasdaq Global Select Market (or the stock exchange on which our stock is being actively traded) for the six months preceding the month in which the award is granted, rounded down to the nearest whole share. Such restricted shares vest in full on the date immediately preceding the date of the next annual meeting of stockholders.

Each non-employee director who is first elected to our board of directors will, upon his or her initial election, be granted restricted shares of our Class A common stock with a grant date fair value of $250,000, determined based on the average closing price of our Class A common stock on the Nasdaq Global Select Market (or the stock exchange on which our stock is being actively traded) for the six months preceding the month in which the

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award is granted, rounded down to the nearest whole share. Such restricted shares vest in three equal installments on the first three anniversaries of the grant date. In addition, under our director compensation policy, if a non-employee director is elected other than at an annual meeting of our stockholders, then upon his or her initial election to our board of directors, such director will be granted the number of restricted shares of our Class A common stock granted to non-employee directors at the most recent annual meeting of our stockholders, prorated based on the number of days between the last annual meeting of our stockholders and the date on which the non-employee director began service with us. Such restricted shares will vest in full on the date immediately preceding the date of the next annual meeting of stockholders.

In addition to equity grants, each non-employee director receives an annual retainer under our director compensation policy for his or her service on our board of directors, as well as additional fees for board chair, committee or committee chair service as follows:

All cash fees are payable quarterly in arrears and will be prorated for any quarter of partial service. Each non-employee director may elect, prior to January 1 of the year with respect to which such election will be effective, to receive fully vested shares of our Class A common stock at no cost in lieu of his or her annual cash retainer and any additional cash retainers for board chair, committee or committee chair service set forth above. The number of shares of our Class A common stock issued is determined by dividing the applicable cash retainer(s) the director would be eligible to receive by the closing price of our Class A common stock on the Nasdaq Global Select Market (or the stock exchange on which our stock is being actively traded) on the date the cash fees would otherwise be paid, rounded down to the nearest whole share. Further, non-employee directors are reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and its committees.

Director Compensation Table

The following table sets forth information regarding the compensation earned during the year ended December 31, 2020 by each of our directors who served in 2020 other than Mr. Mallon, our former chief executive officer and former member of our board of directors. Mr. Mallon did not receive compensation for his service on our board of directors.

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Additional Chair Compensation

In connection with Mr. Mallon's resignation as our chief executive officer and a member of our board of directors, Ms. McHugh is spending additional time providing counsel and guidance to the Company's senior leadership team. In connection with her expanded responsibilities and additional time commitment, the compensation and HR committee recommended and the board of directors approved (i) additional cash compensation of $10,000 per month for Ms. McHugh, retroactive to February 15, 2021, for the period in which she serves in this expanded role (as determined by the board of directors), up to a maximum of six months, and (ii) a grant of 2,500 shares of restricted stock, to vest in full in March 2022, subject to Ms. McHugh's continued service on our board of directors through such vesting date. In making its recommendation to the board, the compensation and HR committee took into account a number of factors, including the scope of additional responsibility and anticipated duration and additional time associated with the expanded role, as well as market data provided by our compensation consultant, Rewards Solutions, Aon, which we refer to throughout this proxy statement as 'Aon,' related to board chair compensation.

Director Stock Ownership Guidelines

In May 2019, we instituted stock ownership guidelines as part of our director compensation policy that provide that each non-employee director must accumulate and continuously hold shares of our Class A common stock with a value equal to or greater than three times the amount of the then-current annual retainer paid to the non-employee director for service on our board of directors (excluding any additional board chair, committee, or committee chair retainers). Non-employee directors are required to achieve this level of ownership by the later of (a) May 30, 2021 (the date which is two years from the date of our 2019 annual meeting of stockholders) and (b) two years from the date the individual began service with us, or the Ownership Date.

Compliance with the stock ownership requirements will be measured on the date of the annual meeting of stockholders each year based on the annual retainer then in effect. Following the Ownership Date, until a non-employee director holds the required ownership level and if such director does not hold the number of shares of our Class A common stock to meet the stock ownership requirements at any time thereafter, such director will be required to retain 100% of any shares of our Class A common stock held or received upon the vesting or settlement of equity awards or the exercise of stock options, in each case, net of shares sold to cover applicable taxes and the payment of any exercise or purchase price (if applicable). Further, following the Ownership Date, to the extent a non-employee director does not hold the number of shares of our Class A common stock that meets this threshold, such director will be automatically deemed to have elected to receive any cash retainer for service on our board of directors or a committee thereof in the form of shares of our Class A common stock in an amount that satisfies the threshold shortfall.

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In addition to the stock ownership guidelines described above, no director may transfer any shares of restricted stock granted pursuant to our director compensation policy that was effective between January 2014 and May 2019, whether the shares of restricted stock are vested or not, while such person is a director of Ironwood, subject to limited exceptions.

We believe our stock ownership guidelines and other transfer restrictions ensure that the interests of our directors, each of whom has equity in the business, are aligned with those of our stockholders and further focus our directors on maximizing long-term value.

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In furtherance of the phased-in board declassification process described elsewhere in this proxy statement under the caption Board Size and Terms, our board of directors has nominated each of our current Class I directors—Drs. Currie and Denner and Mr. Duane—and Class II directors—Mses. Kessler and Moukheibir, Dr. Olanoff and Mr. Shepard—for election at the 2021 annual meeting. Each of Drs. Currie, Denner and Olanoff, Messrs. Duane and Shepard and Mses. Kessler and Moukheibir has indicated his or her willingness to serve if elected and has consented to be named in the proxy statement. Should any nominee become unavailable for election at the annual meeting, the persons named on the enclosed proxy card as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by our board of directors.

Vote Required

The seven nominees for director with the highest number of affirmative votes will be elected as directors to serve for one year and until their successors are duly elected and qualified or until their death, resignation or removal. Because there is no minimum vote required, abstentions and broker non-votes will not affect the outcome of this proposal.

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Our Executives

The following table sets forth certain information, as of April 22, 2021, with respect to each of our executive officers.

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Executive Compensation

Compensation Discussion and Analysis

Our executive equity compensation program continued to evolve in 2020 and 2021. One key highlight is the addition of performance-based restricted stock units, or PSUs, granted to our named executive officers.

In 2020, PSUs replaced stock options in our 2020 executive compensation program to further tie executive compensation to corporate performance and stockholder value. The PSUs awarded in March 2020 may be earned over a two to three-year performance period based on corporate achievement in three categories: (1) gaining the U.S. FDA acceptance of one or more additional NDAs through internal development or acquisition of development-stage or commercial-stage programs, (2) achieving cumulative adjusted organic EBITDA goals, and (3) realizing specified levels of relative stockholder return, or rTSR.

In 2021, to further tie the compensation of our named executive officers to stockholder value, our compensation and HR committee determined to have an rTSR performance goal as the sole PSU performance metric in our 2021 executive equity compensation program, as measured over a three-year performance period against an expanded peer group.

Additional information on PSUs awarded to our named executive officers in 2020 and 2021 is provided under the respective captions 2020 Annual Equity Awards and 2021 Annual Equity Awards, below.

Feedback from stockholders is an essential part of our executive compensation decision-making process. Our company engages with many of our largest stockholders on an annual basis. We invite feedback on a wide variety of topics including corporate strategy, capital allocation, governance, and executive compensation. In 2020, senior management met with the majority of Ironwood's largest 20 stockholders, which represented over 85% of our outstanding shares as of December 31, 2020. In addition, Alexander J. Denner, Ph.D., who is the chief investment officer of Sarissa Capital Management LP, one of our largest stockholders, joined our board in November 2020.

Our stockholders also have the opportunity to cast a non-binding advisory vote on named executive officer compensation, or a "say-on-pay" vote, every year. This allows our stockholders to provide us with regular, timely and direct input on our executive compensation philosophy, policies and practices. We believe this enables us to further align our compensation programs with our stockholders' interests and to enhance our ability to consider stockholder feedback as part of our annual compensation review process. We sought stockholder input on our executive compensation program through the say-on-pay vote at our 2020 annual meeting of stockholders and approximately 84% of votes cast by our stockholders voted in support of our named executive officer compensation.

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Named Executive Officers for 2020

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the Summary Compensation Table, or our named executive officers. Provided below are material factors we believe are relevant to an analysis of these policies and decisions. Our named executive officers for 2020 were:

•

Mark Mallon, former chief executive officer;



•

Gina Consylman, chief financial officer and senior vice president;



•

Thomas McCourt, president and interim chief executive officer;



•

Jason Rickard, chief operating officer and senior vice president; and



•

Michael Shetzline, M.D., Ph.D., chief medical officer, senior vice president and head of drug development.

Mr. Rickard and Dr. Shetzline became executive officers of Ironwood effective April 17, 2020. Effective March 12, 2021, Mr. Mallon resigned from his position as Ironwood's chief executive officer and Mr. McCourt became our interim chief executive officer in addition to his continued service as our president. For more information on our chief executive officer transition, please see Chief Executive Officer Transition elsewhere in this proxy statement.

Goals and Accomplishments

In late 2019, our board, with input from senior management, established what it believed were challenging corporate performance goals for 2020, the achievement of which would further the accomplishment of our long-term business plan. These goals included LINZESS net sales growth as well as the attainment of certain financial targets, in each case, based on the Company's board-approved operating plan for 2020. In early 2020, our compensation and HR committee approved the relative weighting of our corporate performance goals for 2020.

Our named executive officers (except Mr. Mallon) were evaluated based on the level of achievement of the 2020 corporate goals and their achievements in 2020, including additional individual goals that contributed toward, and related directly to, the accomplishment of the 2020 corporate goals. The compensation and HR committee and board determined to equate Mr. Mallon's individual performance with the company's overall corporate performance, and, as a result, assessed Mr. Mallon's performance based on the achievement of the 2020 corporate performance goals and accomplishments. Performance measured against the 2020 corporate and individual goals (as applicable) was used, in part, in determining salary adjustments and cash bonus awards for our named executive officers in early 2021.

As described in more detail elsewhere in this proxy statement under Compensation Determination Process, beginning in 2021, our board became responsible for assessing the Company's performance against its pre-determined corporate goals. Thus, in January 2021, our board determined that the 2020 company performance achievement multiplier, which was used as a key consideration in determining executive compensation awarded for 2020 performance, was 101%. When assessing corporate performance for 2020, our board noted that certain of our corporate goals for 2020 were met or exceeded despite the challenges posed by the COVID-19 pandemic. No COVID-19-related adjustments were made to goals, expectations or compensation targets for our named executive officers in 2020.

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The level of achievement against our 2020 corporate performance goals, as determined by our board in early 2021, was as follows:

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In support of the 2020 corporate goals identified above, at the beginning of 2020 as well as throughout 2020 in response to changes in the business, Mr. Mallon assigned ownership of a specific subset of goals to each of our named executive officers, as follows:

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In early 2021, Mr. Mallon evaluated the individual performance in 2020 of each of the named executive officers (other than himself) and provided feedback and made recommendations to our compensation and HR committee. The committee then determined the named executive officers' compensation, taking into account Ironwood's level of achievement of its corporate goals as determined by our board and the fact that each named executive officer strongly met or exceeded performance expectations for 2020, as well as peer group and other market data from the competitive assessment undertaken by our compensation and HR committee's independent compensation consultant, Aon, as discussed below.

Additional information on the basis for decisions about 2020 compensation relating to our named executive officers is available throughout this section and elsewhere in this proxy statement under the captions Role of the Compensation and HR Committee and Role of the Compensation Consultant: Benchmarking and Peer Group Analysis.

Named Executive Officer Compensation Program

As in prior years, the three primary elements of our executive compensation program are base salary, cash bonus and long-term equity incentive compensation.

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. Beginning in 2021, our compensation and HR committee recommends, and our board approves, compensation determinations for our chief executive officer. Please see Role of the Compensation and HR Committee and Role of the Compensation Consultant: Benchmarking and Peer Group Analysis for further information.

In January 2020, our compensation and HR committee reviewed and approved base salaries for 2020 for Mr. Mallon, Ms. Consylman and Mr. McCourt. The increases in base salary for Mr. Mallon, Ms. Consylman and Mr. McCourt were based on our compensation and HR committee's determination that we achieved 130% of our corporate goals in 2019 and, in the case of Ms. Consylman and Mr. McCourt, recognition that each executive far exceeded all or substantially all of her or his respective individual goals for 2019. These base salary determinations also took into account peer group and other market data from the Aon competitive assessment discussed below. In addition, the increase in base salary for Mr. McCourt in 2020 includes an adjustment to better align his base salary with the external market in his role as the company's president. In April 2020, the compensation and HR committee also ratified and approved 2020 base salaries for Mr. Rickard and Dr. Shetzline, in connection with their respective designation as executive officers of the company. In ratifying and approving Mr. Rickard and Dr. Shetzline's respective base salaries, our compensation and HR committee considered a number of factors, including each of Mr. Rickard and Dr. Shetzline's 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 Aon.

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Base salary information for 2020 compared to base salary information for 2019 for our named executive officers, as applicable, is as follows:

In February 2021, our compensation and HR committee reviewed and approved base salaries for our named executive officers for 2021. Base salary information for 2021 compared to base salary information for 2020 for each of our named executive officers is as follows:

The compensation and HR committee did not recommend, and the board did not increase, Mr. Mallon's base salary in 2021 because Mr. Mallon had provided notice of his intent to resign from the company at the time salary determinations for 2021 were made. Information on Mr. McCourt's salary for his service as our interim chief executive officer beginning in March 2021 is available elsewhere in this proxy statement under the caption Chief Executive Officer Transition.

Cash Bonus

Our cash bonus program 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, as well as the executive's individual performance in that year against his or her individual goals. In 2020, Mr. Mallon's target bonus was 75% of his base salary, Ms. Consylman's target bonus was 50% of her base salary, and Mr. McCourt's target bonus was 60% of his base salary. Upon their designation as executive officers in April 2020, the compensation and HR committee ratified and approved Mr. Rickard and Dr. Shetzline's target bonus percentages for 2020, which for Mr. Rickard was 50% of his base salary and for Dr. Shetzline was 40% of his base salary. We believe that these target bonus percentages align the target cash compensation of our named executive officers with that of our peers, place appropriate emphasis on achievement of our annual performance objectives and facilitate recruiting, retaining and motivating our executive officers.

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For each of our named executive officers, 70% of each cash bonus award paid in 2021 for 2020 performance 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, which, as described above for named executive officers other than Mr. Mallon, included specific accountability for certain of our corporate goals. In recommending for approval by the board the amount of Mr. Mallon's cash bonus to be paid in 2021 for 2020 performance, our compensation and HR committee equated Mr. Mallon's individual performance to the company's 2020 performance achievement multiplier of 101%. The board reviewed and followed this recommendation in approving Mr. Mallon's cash bonus award for 2020 performance, which he remained eligible to receive as a result of being employed as our chief executive officer on the date cash bonus awards for 2020 performance were paid in 2021.

The following summarizes the calculation of our named executive officers' cash bonus awards paid in 2021 for 2020 performance: