Catherine Moukheibir
IRONWOOD PHARMACEUTICALSAbout Catherine Moukheibir
Independent director since 2019; age 65; serves as Chair of the Audit Committee and is designated the audit committee financial expert. She has an M.A. in economics and an MBA from Yale, and previously served as CEO of MedDay Pharmaceuticals and CFO of Movetis N.V., bringing deep finance and biopharma leadership to IRWD’s board . The board determined she is independent under Nasdaq Rule 5605; directors met seven times in 2024 and each incumbent director attended at least 75% of board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedDay Pharmaceuticals | CEO; Chair of Board | CEO: Jul 2019–Jan 2021; Chair: Apr 2016–Jan 2021 | Led biopharma focused on nervous system disorders |
| Innate Pharma SA | Senior Advisor for Finance; Executive Board Member | 2011–2016 | Finance leadership, oncology focus |
| Movetis N.V. | Chief Financial Officer | 2008–2010 | CFO through company sale |
| Zeltia Group S.A. | Director of Capital Markets | 2001–2007 | Capital markets oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| MoonLake Immunotherapeutics AG (Nasdaq: MLTX) | Director | Public | Current public board |
| Asceneuron SA | Director | Private | Current role |
| Esteve Healthcare, S.L. | Director | Private | Current role |
| Noema Pharma AG | Director | Private | Current role |
| CMR Surgical | Director | Private | Current role |
| Prior directorships (selected) | Director | Public/Private | Ablynx NV, Biotalys NV, Cerenis Therapeutics SA, Creabilis S.A., DNA Script SAS, GenKyoTex S.A., Kymab Group Limited, Orphazyme A/S, Oxford Biomedica plc, Zealand Pharma A/S |
Board Governance
- Committee assignments: Audit Committee Chair; Audit members are Moukheibir, McHugh, Shepard; audit met 4 times in 2024 .
- Audit oversight scope includes financial reporting integrity, internal controls, cybersecurity risk reviews (at least annually), related-party transaction approval, auditor independence and pre-approvals, and complaints procedures .
- Independence: board determined 8 of 9 directors, including Moukheibir, are independent under Nasdaq rules and Exchange Act rules for committees .
- Board meeting attendance: directors met seven times in 2024; each incumbent director attended ≥75% of board and committee meetings; eight directors attended the 2024 annual meeting .
- Board leadership: independent Chair (Julie McHugh) separate from CEO; executive sessions held regularly .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Retainer (Cash) | $50,000 | Non-employee director cash retainer |
| Audit Committee Chair Retainer (Cash) | $25,000 | Additional annual retainer for audit chair |
| Total Cash Fees Earned (2024) | $75,000 | Catherine Moukheibir fees earned |
| Equity Grant (Restricted Shares) | $138,573 | 2024 grant fair value for directors |
| Total Director Compensation (2024) | $213,573 | Catherine Moukheibir total |
- Policy: majority of director pay is restricted shares under the A&R 2019 Plan; annual grant value $250,000 divided by 6‑month average price; aggregate annual director compensation cap $600,000 .
Performance Compensation
| Equity Award Type | Grant Date | Shares Granted | Grant-Date Fair Value/Share | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Shares (Class A) | Jun 18, 2024 | 24,311 | $5.70 | Vest in full immediately before 2025 annual meeting (continuous service) | None; time-based only |
- No stock options or PSUs disclosed for directors; as of Dec 31, 2024, each non-employee director held 24,311 unvested shares from the 2024 grant and no other unvested equity awards .
Other Directorships & Interlocks
| Counterparty | Relationship to IRWD | Potential Interlock/Conflict Note |
|---|---|---|
| AbbVie (IRWD LINZESS U.S. partner) | Commercial partner | No disclosed interlock; no related-party transactions >$120k since Jan 1, 2024 |
| Ernst & Young LLP | Independent auditor | Audit Committee oversees auditor independence and pre-approvals |
| MoonLake Immunotherapeutics AG | External board | Different therapeutic focus; no disclosed transactions with IRWD |
- Related-party controls: audit committee reviews/approves Item 404 related person transactions; none >$120k since Jan 1, 2024 other than standard director/executive compensation .
Expertise & Qualifications
- Audit committee financial expert; deep finance background (capital markets, CFO roles) and senior biopharma leadership (CEO) .
- Education: Yale University M.A. in economics and MBA .
- Board skill matrix: finance/capital allocation, strategic transactions, risk management, human capital, public company board experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Class A shares) | 72,944; less than 1% of outstanding |
| Unvested Restricted Shares (as of 12/31/2024) | 24,311 |
| Hedging/Pledging | Prohibited for directors under insider trading prevention policy |
| Director Ownership Guidelines | Must hold ≥3× board retainer; compliance measured annually; all non-employee directors in compliance as of Mar 31, 2025 |
Governance Assessment
- Strengths: Independent audit chair and financial expert; robust audit charter (financial, controls, cybersecurity, related-party oversight); strong attendance; independent chair structure; director ownership guidelines with confirmed compliance .
- Compensation alignment: Director mix tilted to equity; annual restricted share grants create ongoing ownership and retention; cash fees reflect role-based responsibilities (audit chair) .
- Shareholder signals: 2024 say-on-pay support ~94%, indicating broad investor confidence in compensation governance; clawback policy adopted under SEC/Nasdaq rules; prohibition on hedging/pledging enhances alignment .
RED FLAGS
-
None disclosed: no related-party transactions >$120k; audit committee independence confirmed; anti‑overboarding policy in place with compliance affirmed as of Mar 31, 2025 .
-
Monitoring items: Multiple private healthcare boards and one public board (MoonLake); continue to monitor for potential future related-party engagements—IRWD’s audit committee must pre-approve and disclose any such transactions .