John Minardo
IRONWOOD PHARMACEUTICALSAbout John Minardo
John Minardo is Senior Vice President, Chief Legal Officer and Secretary at Ironwood Pharmaceuticals (IRWD). He has served in this role since August 2021; age 50; B.A. from Boston College and J.D. from Brooklyn Law School . Prior roles include Vice President, General Counsel at Seqirus (2015–2021) and senior legal/compliance roles at Novartis (2007–2015); he began his career as a litigator at Kaye Scholer LLP . IRWD’s incentive design during his tenure ties a large portion of LTI to absolute and relative TSR; the 2022 rTSR PSU cycle paid out at 59% (rTSR at 30th percentile), indicating below-target stock performance accountability . Context: IRWD revenues were $410.6M (2022), $442.7M (2023), $351.4M (2024) [FY Revenue trend in table below], and EBITDA trended down over 2022–2024 as detailed below (S&P Global data). The company’s pay-versus-performance table shows the value of a hypothetical $100 IRWD investment at year-end of $93.09 (2022), $85.95 (2023), and $33.28 (2024), underscoring challenging shareholder returns over this period .
IRWD revenue and EBITDA (context for pay-for-performance):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $410,596,000 | $442,735,000 | $351,410,000 |
| EBITDA | $251,755,000 | $197,411,000* | $97,728,000* |
Values with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Seqirus (CSL) | Vice President, General Counsel; Executive Leadership Team member | 2015–2021 | Led global legal team across transactions, regulatory, governance, compliance, IP |
| Novartis/Novartis Influenza Vaccines | Increasing responsibility; VP, General Counsel & Chief Compliance Officer | 2007–2015 | Led legal/compliance in vaccines; cross-functional governance and regulatory support |
| Kaye Scholer LLP | Litigator | Early career | Foundation in litigation; corporate/legal risk management skillset |
External Roles
No external public company directorships disclosed for Mr. Minardo in the 2025 proxy. (Section provides only executive officer biographies) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Actual Annual Cash Incentive ($) | Notes |
|---|---|---|---|---|
| 2024 | 531,745 | 45% | 167,500 | Corporate performance factor 70%; individual multiplier 100%; payout 70% of target |
| 2023 | 514,728 | 45% | 284,929 | — |
| 2022 | 494,000 | Not stated | 166,725 | — |
Performance Compensation
Annual Cash Incentive Program (ACIP) – 2024
| Component | Weight | Metric detail | Target | Actual | Payout |
|---|---|---|---|---|---|
| Company performance | 70% | Board-assessed corporate goals | 100% | 70% achievement | Flows into payout calc |
| Individual performance | 30% | Executive-specific goals (see below) | 100% | 100% for Minardo | Flows into payout calc |
| Resulting bonus | — | 45% of base target bonus | — | — | 70% of target; $167,500 |
Minardo’s 2024 individual goals included: LINZESS support and compliance oversight; corporate risk review; corporate development/transaction support; VectivBio integration; and strengthening Legal team capabilities .
Long-Term Incentives – 2024 Grants (balanced PSUs/RSUs)
| Award type | Metric | Target weight | Grant size (target shares) | Grant timing | Vesting / performance |
|---|---|---|---|---|---|
| PSUs (aTSR) | Absolute TSR | 50% | 27,213 | Feb/Mar 2024 | 3-year period 3/1/2024–2/28/2027; payout 0–400% based on stock price hurdles |
| PSUs (rTSR) | Relative TSR | 50% | 27,213 | Feb/Mar 2024 | 3-year period; payout 0–200% vs rTSR peer percentile; service condition through period end |
| RSUs | Time-based | — | 54,427 | Early 2024 | Time-based vesting (mix of 4-year 25%/yr and 3-year 33.3%/yr per award footnotes) |
PSU Performance Outcomes (selected cycles)
| PSU cycle | Performance period | Metric target | Actual | Payout |
|---|---|---|---|---|
| 2022 rTSR PSUs | 3 years ending 12/31/2024 | 50th percentile rTSR (100% payout) | 30th percentile | 59% certified Jan 2025 |
Additional PSU notes: For 2023 aTSR PSUs, threshold and target stock price goals were certified as attained (50% and 100% attainment portions) in Feb/Mar 2024; remaining goals can vest through 2/28/2026 .
Plan Design Governance
- Executive bonuses: 70% company/30% individual (non-CEO); CEO bonus mirrored company performance .
- Double-trigger equity acceleration on change of control; no tax gross-ups in severance agreements; Dodd-Frank/Nasdaq-compliant clawback adopted Oct 2023 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares beneficially owned | % Outstanding |
|---|---|---|
| John Minardo | 175,400 | <1% |
Outstanding and Unvested/Unearned Awards (as of 12/31/2024)
| Award | Status | Quantity (#) | Reported value ($) | Key vesting terms |
|---|---|---|---|---|
| RSUs (aggregate) | Unvested | 157,462 (fn 4) | 697,557 | Time-based; certain RSUs vest 25% annually over 4 years ; others 33.3% annually over 3 years |
| PSUs – 2022 rTSR | Unearned at 12/31/24 (earned 59% in Jan 2025) | 67,873 (fn 5) | 300,677 | Performance over 3 years; payout certified 59% |
| PSUs – 2023 aTSR | Unearned at 12/31/24 | 32,752 (fn 6) | 145,091 | 3-year performance window with stock price hurdles |
| PSUs – 2023 rTSR | Unearned at 12/31/24 | 13,607 (fn 7) | 120,558 | rTSR with 0–200% payout; service condition to period end |
| PSUs – 2024 aTSR | Unearned at 12/31/24 | 32,751 (fn 8) | 145,087 | 3-year period 3/1/2024–2/28/2027 |
Ownership policy and alignment safeguards:
- Executive stock ownership guideline: 1x base salary (CEO: 4x); deadline is the later of Dec 2025 or 5 years from becoming an executive officer; in-the-money options and unearned PSUs do not count .
- Hedging and pledging by executive officers and directors prohibited .
- No indication of options outstanding for Minardo as of year-end (no option lines under his entry) .
Employment Terms
Severance (not in connection with a change of control)
- Minardo: lump sum 12 months base salary; pro-rated target bonus for year of termination; prior-year earned bonus if unpaid; full target bonus for year of termination; up to 12 months subsidized COBRA; outplacement; subject to release and compliance with restrictive covenants . Equity treatment: PSUs generally remain outstanding and eligible to vest, subject to proration and time limits (aTSR up to 12 months post-termination; rTSR through period end) .
Change of Control (double-trigger required)
- Minardo: 18 months base salary; pro-rated target bonus for year of termination; prior-year earned bonus if unpaid; 1.5x target bonus for year of termination; 18 months subsidized COBRA; outplacement .
- Time-based equity fully accelerates upon a qualifying CoC termination; PSUs become “earned” at target (or above target for rTSR if change-of-control performance lifts rank) as of immediately prior to CoC, then vest quarterly over remaining performance period; any earned-but-unvested PSUs vest in full on a qualifying termination within 24 months post-CoC .
Restrictive covenants and other terms
- Employee proprietary information, IP, and non-competition agreement in place for Minardo (participation in 2019 equity plan as consideration for non-compete) .
- Clawback policy (Dodd-Frank/SEC/Nasdaq) adopted effective October 2023; no tax gross-ups; double-trigger structure emphasized .
Quantified Potential Payments (as of 12/31/2024; IRWD close $4.43)
| Scenario | Cash Severance | Non-Equity Incentive Plan Compensation | RSU Acceleration | PSU Acceleration | Other Benefits | Total |
|---|---|---|---|---|---|---|
| Involuntary termination (no CoC) | $531,745 | $478,571 | — | — | $69,817 | $1,080,133 |
| Termination following CoC | $797,618 | $598,213 | $697,557 | $566,313 | $74,726 | $2,734,427 |
| Death or permanent disability | — | — | $697,557 | — | — | $697,557 |
Notes: Death/disability accelerates time-based RSUs; PSUs remain eligible to vest, subject to proration rules .
Investment Implications
- Strong TSR alignment in LTI: 100% of PSUs tied to TSR (50% aTSR, 50% rTSR); 2022 rTSR payout at 59% evidences downside sensitivity when shareholder returns underperform . This design reduces windfall risk and is generally favorable for investors focused on pay-for-performance.
- Retention and overhang: Minardo held 157k unvested RSUs at year-end ($698k), plus multiple PSU tranches; time-based RSUs vest annually (3–4 year schedules), while PSUs are back-end weighted to the 3-year performance period, moderating near-term insider selling pressure but creating event-driven supply at vesting .
- Change-of-control economics: Double-trigger protection with 18 months salary and 1.5x target bonus, full time-based equity acceleration, and favorable PSU treatment could incentivize alignment in strategic outcomes without single-trigger windfalls; no tax gross-ups is governance-friendly .
- Governance safeguards: Prohibition on hedging/pledging, executive ownership guidelines (1x salary), and an SEC-compliant clawback limit misalignment risks; compliance with guidelines is measured annually but not disclosed at the individual level .
- Performance backdrop: Declining revenue in 2024 and weak TSR in 2024 (value of $100 at $33.28) underscore elevated execution risk; near-term value creation likely hinges on delivering pipeline integration (VectivBio) and sustaining LINZESS performance, both areas explicitly in Minardo’s 2024 objectives .
Overall, Minardo’s package is aligned with long-term shareholder value via TSR-based PSUs and standard double-trigger severance. The sizable unvested equity promotes retention; governance terms (no pledging, clawback, no gross-ups) reduce red flags. The key risk signal is company-level TSR and revenue pressure—if fundamentals lag, future PSU realizations (and thus realized pay) would compress, limiting misalignment.
Citations:
- Executive biography, age, education, tenure
- Beneficial ownership
- Summary Compensation Table; annual pay elements
- Target bonus %, corporate vs. individual weighting, 2024 corporate factor
- 2024 actual bonus for Minardo; individual multiplier
- 2024 LTI grants (rTSR/aTSR PSUs and RSUs counts)
- RSU/PSU vesting footnotes and 2022 rTSR payout (59%)
- Equity awards outstanding (counts/values)
- Severance (non-CoC) terms
- Change-of-control severance and double-trigger equity
- Death/disability equity treatment
- Prohibition on hedging/pledging; governance highlights
- Ownership guidelines for executives
- Clawback policy; no gross-ups; compensation committee governance
- Pay-versus-performance (TSR reference values)
- 8-K signature block (corporate secretary)
- Revenues and EBITDA table: Revenues ; EBITDA 2022 ; EBITDA 2023/2024 from S&P Global data.