Alexander Denner
IRONWOOD PHARMACEUTICALSAbout Alexander Denner
Alexander Denner, Ph.D., age 55, has served on Ironwood’s board since 2020 and is the Founding Partner and Chief Investment Officer of Sarissa Capital Management LP (since 2011). He holds a B.S. in mechanical engineering from MIT and an M.S., M.Phil., and interdisciplinary Ph.D. from Yale University; prior roles include Senior Managing Director at Icahn Capital and portfolio manager at Viking Global and Morgan Stanley Investment Management. At IRWD, he chairs the Governance and Nominating Committee and is classified as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Capital LP | Senior Managing Director | 2006–2011 | Activist-oriented governance oversight and capital allocation experience |
| Viking Global Investors | Portfolio Manager | Not disclosed | Institutional investing experience, healthcare focus |
| Morgan Stanley Investment Management | Portfolio Manager | Not disclosed | Asset management expertise |
External Roles
| Organization | Role | Status/Tenure | Committee/Impact |
|---|---|---|---|
| Attralus, Inc. (private) | Director | Current | Board oversight in biotech |
| The Medicines Company | Chair of the Board | Within last five years | Led board through strategic decisions |
| Sarissa Capital Acquisition Corp. | Chair of the Board | Within last five years | SPAC governance leadership |
| Biogen Inc. | Director | Within last five years | Large-cap pharma board experience |
Board Governance
- Committee assignments: Chair, Governance and Nominating Committee; not listed on Audit or Compensation & HR committees .
- Independence: Board determined Denner is independent (8 of 9 directors independent); all committees comprised solely of independent directors .
- Attendance and engagement: Board held 7 meetings in 2024; Governance & Nominating met 2 times; each incumbent director attended at least 75% of board and committee meetings; regular executive sessions of independent directors .
- Governance processes: Annual board and committee evaluations led by Governance chair; anti-overboarding policy (≤4 public boards), hedging/pledging prohibited; stock ownership guidelines in place .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Standard non-employee director retainer |
| Governance & Nominating Chair Fee (cash) | $10,000 | Chair retainer |
| Cash Fees Paid (2024) | $59,984 | Denner elected to receive retainer in vested shares instead of cash |
| Stock Awards (2024 grant) | $138,573 | Annual restricted stock; vest pre-2025 annual meeting |
| Shares Granted (2024 annual grant) | 24,311 | $250,000 ÷ $10.28 6‑mo avg price; grant-date fair value $5.70/share |
Notes:
- Denner received 11,765 vested shares in lieu of cash fees for 2024 .
- Director comp cap under A&R 2019 Plan: $600,000/year .
Performance Compensation
- Non-employee directors receive time-based restricted stock; no options or PSUs; no performance metrics tied to director compensation disclosed .
Other Directorships & Interlocks
- Compensation committee interlocks: None; no insider participation; none of Ironwood executives served on boards/comp committees of entities with Ironwood executives on IRWD’s comp committee .
- Related party transaction oversight resides with Audit Committee; must approve transactions >$120,000 involving directors/5% holders .
Expertise & Qualifications
- Capital allocation, strategic transactions, and risk management experience; broad healthcare industry knowledge as investor and director .
- Academic credentials: MIT B.S.; Yale M.S., M.Phil., Ph.D. (interdisciplinary mechanical engineering) .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Alexander Denner (direct) | 166,769 | ~0.1% | Directly held shares |
| Sarissa Capital Management LP | 16,390,000 | 10.2% | Shared voting/dispositive power; Denner is CIO; Form 4 filed Apr 4, 2025 referenced |
| Total beneficial (Denner + Sarissa) | 16,556,769 | 10.2% | Aggregated for director disclosure |
Additional alignment and restrictions:
- Director stock ownership guidelines: ≥3x annual retainer; as of Mar 31, 2025, all non-employee directors in compliance .
- Hedging/pledging by directors prohibited; margin accounts/pledging generally prohibited .
Governance Assessment
-
Positive signals:
- Independent status and chairing Governance & Nominating aligns with governance best practices; annual evaluations and independent-only committees support oversight quality .
- Strong ownership alignment via significant Sarissa stake (10.2%) and director equity grant policy; stock ownership guidelines enforced .
- Anti-hedging/pledging policy and anti-overboarding compliance reduce alignment and bandwidth risks .
- No related-party transactions since Jan 1, 2024; robust audit committee approval protocol for any such transactions .
-
Potential conflicts and RED FLAGS to monitor:
- Large beneficial ownership and activist background can concentrate influence; Denner chairs nominations, which may shape board refresh and governance posture—investors should monitor nomination processes and succession outcomes for independence preservation .
- While no related-party transactions disclosed, continued vigilance warranted given Sarissa’s position; Audit Committee oversight mitigant is in place .
-
Shareholder sentiment:
- Say-on-pay approval ~94% at 2024 annual meeting suggests investor support for overall compensation governance; not director-specific but reflects governance climate .
Insider filings context:
- Beneficial ownership footnote references Schedule 13D/A (Mar 1, 2021) and Form 4 (Apr 4, 2025) for Sarissa/Denner holdings; shared voting/dispositive power disclosures noted .