Gregory Martini
IRONWOOD PHARMACEUTICALSAbout Gregory Martini
Gregory Martini, age 37, is Senior Vice President and Chief Financial Officer (CFO) of Ironwood Pharmaceuticals (IRWD) since January 27, 2025, after serving as VP, Strategic Finance & Investor Relations; he joined Ironwood in 2017 with prior finance roles at Thermo Fisher Scientific, Ernst & Young, and Raytheon, and holds a B.S. in Finance from Bentley University . Company performance constructs relevant to his role include pay-for-performance linked to corporate goals (LINZESS U.S. net sales, pipeline milestones, adjusted EBITDA, culture) and TSR-based PSU design; in 2024 Ironwood delivered LINZESS U.S. net sales of $916.3M and adjusted EBITDA of $99.5M, with a below-target corporate performance multiplier set at 70% to reflect exogenous pricing headwinds and pipeline progress . Executive ownership and governance guardrails include anti-hedging/pledging, a Dodd-Frank/Nasdaq-compliant clawback policy, and executive stock ownership guidelines (CFO at 1x base salary within five years of designation) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ironwood Pharmaceuticals | SVP, Chief Financial Officer | Jan 2025–present | Assumed principal financial officer responsibilities and signed SEC filings as CFO . |
| Ironwood Pharmaceuticals | VP, Strategic Finance & Investor Relations | Mar 2022–Jan 2025 | Led IR and strategic finance; supported enterprise-level finance. |
| Ironwood Pharmaceuticals | Senior Director, FP&A | Aug 2020–Mar 2022 | Led FP&A supporting commercial, R&D, G&A. |
| Ironwood Pharmaceuticals | Director, FP&A | 2019–2020 | Advanced FP&A responsibilities. |
| Thermo Fisher Scientific | Financial/Corporate Development roles | n/a | Built operating finance and transaction experience. |
| Ernst & Young LLP | Financial roles | n/a | External audit/advisory grounding. |
| Raytheon | Financial roles | n/a | Corporate finance in aerospace/defense. |
External Roles
None disclosed; no related-party transactions reportable under Item 404(a) since Jan 1, 2024 .
Fixed Compensation
| Component | Value/Terms |
|---|---|
| Base Salary | $485,000 per year (effective Jan 27, 2025) . |
| Target Bonus | 45% of base salary (subject to corporate/individual goals) . |
| Ownership Guideline | 1x base salary; achieve by later of Dec 2025 or 5th anniversary of executive designation (for Martini, by Jan 2030) . |
| Hedging/Pledging | Prohibited for executive officers (no margin/pledge; ban on collars, swaps, PVFs, exchange funds) . |
| Clawback | Adopted Oct 2023; mandatory recovery of erroneously awarded incentive comp for 3 years preceding a required restatement; no indemnification . |
Performance Compensation
| Instrument | Grant Details | Metrics/Weighting | Targets/Outcomes | Vesting |
|---|---|---|---|---|
| RSUs (initial CFO grant) | 111,111 RSUs granted Jan 27, 2025 under 2019 A&R Plan | n/a | n/a | 25% on each approximate anniversary over 4 years . |
| Annual cash bonus framework | 70% corporate goals / 30% individual goals for executives; CEO individualized alignment differs | Corporate: LINZESS net sales, pipeline, adjusted EBITDA, culture | 2024 corporate multiplier set at 70% (discretion from 35% raw achievement) | Paid per ACIP policy; Martini’s 2025 bonus not disclosed. |
| Company PSU program (design context) | 2024 PSU split: 50% aTSR and 50% rTSR | aTSR: absolute 30-day avg price thresholds; rTSR: percentile vs peer group | aTSR thresholds: 50% at $16.38, 100% at $17.09, 200% at $19.22, 400% at $21.36; rTSR 50% at 25th, 100% at 50th, 200% at 75th percentile (capped at 100% if negative TSR) | 3-year performance period ending Feb 28, 2027; CFO’s Jan 2025 grant was RSUs (PSUs not disclosed) . |
Equity Ownership & Alignment
| Data Point | Amount/Status |
|---|---|
| Direct beneficial ownership after Feb 10, 2025 Form 4 | 183,810 shares after sale of 12,052 shares at $1.76 . |
| Direct beneficial ownership after Aug 11, 2025 Form 4 | 182,545 shares after sale of 1,265 shares at $0.84 (sell-to-cover for tax withholding upon RSU vesting; non-discretionary) . |
| Unvested RSUs outstanding | 111,111 (granted Jan 27, 2025) . |
| Options outstanding | Not disclosed for Martini; standard CoC option exercisability extension applies under executive agreements . |
| Shares pledged | Prohibited under insider trading prevention policy . |
| Executive ownership guideline | Must hold 1x salary; retention of net shares required if below threshold; measured annually at AGM . |
Employment Terms
| Provision | Terms (per appointment and standard executive agreements) |
|---|---|
| Agreements at appointment | Indemnification agreement and executive severance agreement; terms consistent with standard forms filed by Ironwood . |
| Non-CoC severance (standard) | Lump-sum base salary months (e.g., typical executives 12 months), pro-rated target bonus for year of termination, prior-year actual bonus if unpaid, full target cash bonus for year of termination (for CEO 1.5x; executives typically 1.0x), subsidized COBRA (typical executives up to 12 months), and outplacement; benefits contingent on release and compliance with non-disclosure, non-compete, and non-solicit . |
| CoC severance (double-trigger standard) | 18 months base salary (24 months for CEO), pro-rated target bonus for year, prior-year actual bonus if unpaid, 1.5x target bonus for year (2.0x for CEO), 18 months subsidized COBRA (24 months for CEO), outplacement; acceleration of all time-based equity at termination/change; vested option exercisability extended up to 24 months (subject to expiration) . |
| Restrictive covenants | Non-disclosure, non-competition, and non-solicitation obligations required for severance benefits . |
Investment Implications
- Alignment: Initial CFO grant is 100% RSUs with 4-year vesting and strict anti-hedging/pledging and clawback policies, reinforcing long-term alignment and downside risk-sharing; ownership guideline compels net share retention until threshold is met .
- Selling pressure: Reported insider sales in 2025 were small and include a non-discretionary “sell-to-cover” for tax withholding upon RSU vesting, limiting negative signal; direct beneficial ownership remained above 180k shares through August 2025 .
- Pay-for-performance levers: Company-wide variable pay hinges on corporate goal attainment and TSR PSUs; 2024 outcomes and board discretion (70% multiplier) illustrate sensitivity to exogenous pricing reforms and pipeline execution—key factors the CFO must navigate for future bonus and equity performance realization .
- Retention risk: Standard double-trigger CoC economics (18 months salary; 1.5x bonus; accelerated time-based equity) and non-CoC severance benefits reduce turnover risk; absence of tax gross-ups and strict clawback/hedging policies indicate shareholder-friendly governance .
Appendix: Corporate Performance Benchmarks (Context)
| Metric | Targeting Framework | 2024 Result |
|---|---|---|
| LINZESS U.S. Net Sales (weight within “Maximize LINZESS” goal) | Target $1,087M; threshold $1,055M; over-achieve >$1,100M | $916.3M (below threshold) . |
| Adjusted EBITDA (ex certain items) | Target $162M; threshold $147M; over-achieve >$170M | $99.5M (below threshold) . |
| Company performance multiplier | Board set at 70% (from 35% raw achievement) to reflect exogenous impacts and pipeline progress | 70% . |
| Governance and shareholder feedback | Say-on-Pay approval ~94% (2024) | 94% support . |
Notes: 2024 PSU program metrics used aTSR and rTSR with explicit price and percentile thresholds over a three-year period ending Feb 28, 2027; executive cash bonus weighting is 70% company / 30% individual performance for executives other than the CEO .
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