Jay Shepard
IRONWOOD PHARMACEUTICALSAbout Jay Shepard
Jay Shepard (age 67) is an independent director of Ironwood Pharmaceuticals (IRWD) since 2020 and serves on the Audit Committee. He is a Venture Partner at Catalys Pacific Fund, LP (since March 2021). Shepard was previously President & CEO of Aravive (formerly Versartis) from May 2015 to January 2020 and has over 35 years of biopharma operating experience, including roles at Sofinnova Ventures, NextWave Pharmaceuticals, Relypsa, Telik, and Alza. He holds a B.S. in Business Administration from the University of Arizona.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aravive, Inc. (formerly Versartis, Inc.) | President & CEO | May 2015 – Jan 2020 | Led clinical-stage oncology company operations |
| Versartis, Inc. | Executive Chairman | 2013 – 2015 | Executive leadership of growth-stage biotech |
| Sofinnova Ventures | Executive Partner | 2008 – May 2015 | Healthcare VC; capital allocation, strategic oversight |
| NextWave Pharmaceuticals, Inc. | President & CEO; Director | 2010 – 2012 | Specialty pediatric pharma leadership |
| Relypsa (Ilypsa spin-out) | Interim President & CEO | 2005 – 2007 | Transition and commercialization planning |
| Telik | VP, Commercial Operations | Not disclosed | Built commercial capabilities |
| Alza (J&J) | Oncology Business Unit Head | Not disclosed | Therapeutic area leadership |
External Roles
| Organization | Role | Public/Private | Status |
|---|---|---|---|
| Inovio Pharmaceuticals, Inc. (INO) | Director | Public | Current |
| Esperion Therapeutics, Inc. (ESPR) | Director | Public | Current |
| Aculys Pharma, LLC | Director | Private | Current |
| Cessation Therapeutics, Inc. | Director | Private | Current |
| Christopher & Dana Reeve Foundation | Director | Non-profit | Current |
Board Governance
- Independence and role: The Board determined Shepard is independent under Nasdaq Rule 5605; he serves on the Audit Committee (Moukheibir, Chair; McHugh; Shepard). The Board is majority independent (8 of 9 directors) with a separate independent Chair (Julie McHugh).
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; the Board held seven meetings. Regular executive sessions of independent directors are part of governance practices.
- Audit Committee focus areas relevant to Shepard’s oversight: financial reporting integrity; internal controls; auditor independence; related-party transaction approval; cybersecurity risk oversight; and complaint procedures. The 2024 Audit Committee Report is signed by Moukheibir (Chair), McHugh, and Shepard.
- Skills: Board matrix identifies Shepard with strengths in capital allocation/finance, strategic transactions, human capital, public company board experience, and senior leadership in small biotech.
Fixed Compensation (Director Fees)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer per policy |
| Audit Committee member retainer | $11,000 | Member-level (Chair is $25,000) |
| Total cash fees actually earned (2024) | $61,000 | Reported for Jay Shepard |
Policy notes: No meeting fees; Directors may elect stock in lieu of cash retainers; Annual total director compensation capped at $600,000 under the plan.
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares Granted | Grant-Date FV/Share | Total Grant-Date FV | Vesting Schedule |
|---|---|---|---|---|---|
| 2024-06-18 | Restricted Stock (Class A) | 24,311 | $5.70 | $138,573 | Vests in full immediately before the 2025 annual meeting; service-based vesting |
| Policy calibration | Annual Equity Value | Basis Price (6-mo avg) | Resulting Shares | ||
| 2024 Annual | $250,000 | $10.28 | 24,311 | Equity equal to $250k divided by 6-month avg price |
Note: Directors typically receive annual restricted stock; there are no director stock options or performance-conditioned (PSU) director awards disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Inovio (INO); Esperion (ESPR) |
| Interlocks/conflicts | No related-party transactions requiring disclosure since Jan 1, 2024 (other than standard director compensation). Audit Committee must approve any such Item 404 transactions. |
| Overboarding policy | IRWD limits directors to ≤4 public boards (≤3 if they are a sitting public-company CEO). Shepard’s two public boards are within policy. |
Expertise & Qualifications
- 35+ years across pharma/biotech/drug delivery; 16+ product launches; executive leadership and commercialization depth.
- Board skill matrix: capital allocation/finance, strategic transactions, human capital, public board experience, small-biotech leadership.
- Education: B.S., Business Administration, University of Arizona.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Jay Shepard | 126,555 | * | Beneficial ownership at 3/31/2025; “*” indicates <1% |
| Unvested director RSAs (as of 12/31/2024) | 24,311 | — | 2024 annual director grant unvested at year-end; same for each non-employee director |
| Director stock ownership guideline | 3x annual cash retainer | — | All non-employee directors were in compliance as of 3/31/2025 |
| Hedging/pledging | Prohibited for directors | — | Hedging/monetization and pledging/margin accounts are prohibited by policy |
Governance Assessment
- Strengths: Independent director with material operating and commercialization experience; active Audit Committee member overseeing financial integrity, related-party reviews, and cybersecurity; strong equity alignment via annual RSAs and ownership guidelines; Board-wide say-on-pay support (94% of votes cast in 2024) signals broad investor confidence in compensation governance.
- Conflicts/related-party risk: No related-party transactions reported; Audit Committee pre-approves any such transactions, and code of conduct requires reporting of potential conflicts.
- Alignment & incentives: Majority of director pay delivered in stock with mandatory ownership guidelines (3x retainer), reinforcing long-term alignment; cash fees are modest (base + committee retainers) with no meeting fees.
- Overboarding risk: Within IRWD’s limits; maintains two outside public boards (INO, ESPR). Continued monitoring is prudent but currently compliant.
- Attendance/engagement: Met minimum attendance thresholds (≥75%); Board held 7 meetings in 2024; independent chair structure and regular executive sessions support oversight effectiveness.
RED FLAGS: None disclosed specific to Shepard — no related-party dealings, hedging/pledging, or attendance shortfalls reported. Continue to monitor external board commitments and any evolving interlocks or transactions.