Jon Duane

About Jon Duane

Jon Duane is an independent director of Ironwood Pharmaceuticals and Senior Partner Emeritus at McKinsey & Company; he is 66 years old and has served on Ironwood’s board since 2019 . At McKinsey, he founded and led the firm’s biotech practice, advising public and private biopharma, medical device, and life sciences companies as well as academic research centers . He holds a B.A. in Government from Wesleyan University and an MBA from Harvard Business School, and brings deep life sciences advisory experience to Ironwood’s board .

Past Roles

External Roles

Board Governance

• Committee assignments: Governance & Nominating Committee (member); Compensation & HR Committee (member) .
• Committee chairs: Governance & Nominating chaired by Alexander Denner; Compensation & HR chaired by Andrew Dreyfus; Board chaired by Julie McHugh (separate from CEO) .
• Independence: The board determined Duane is “independent” under Nasdaq Rule 5605; all three standing committees comprise independent directors .
• Board and committee activity: Board met 7 times in 2024; Governance & Nominating Committee met 2 times; Compensation & HR Committee met 7 times in 2024 .
• Attendance and engagement: In 2024, each incumbent director attended at least 75% of board and relevant committee meetings; eight directors attended the 2024 annual meeting .
• Executive sessions and governance practices: Regular executive sessions of independent directors; director overboarding limits; clawback policy; hedging/pledging prohibited; stock ownership guidelines in place .

Fixed Compensation

• Director compensation structure: Majority paid in restricted shares; annual equity grant targets $250,000 (converted to shares using six‑month average closing price); annual cash retainers and committee fees per policy .
• Director retainer schedule (effective Jan 1, 2024):
  • Board annual retainer: $50,000 ($85,000 for board chair) .
  • Audit Committee: $11,000 member; $25,000 chair .
  • Compensation & HR Committee: $10,000 member; $20,000 chair .
  • Governance & Nominating Committee: $5,000 member; $10,000 chair .
  • Directors may elect fully vested stock in lieu of cash retainers .

Performance Compensation

• Equity grant mechanics: At each annual meeting, non‑employee directors receive restricted shares equal to $250,000 divided by the six‑month average closing price; shares vest in full immediately before the next annual meeting (time‑based vesting only) .
• 2024 grant details: On June 18, 2024, each non‑employee director received 24,311 restricted shares; valuation basis $250,000 ÷ $10.28 (six‑month average price); grant date fair value $5.70 per share; unvested as of Dec 31, 2024 and vest in full immediately before the 2025 annual meeting, subject to continued service .
• 2023 grant details: On June 20, 2023, each non‑employee director received 22,350 restricted shares; valuation basis $250,000 ÷ $11.19; grant date fair value $10.77 per share; vest immediately before the 2024 annual meeting .

Performance metrics tied to director compensation: None disclosed; director equity is time-based vesting without performance conditions .

Other Directorships & Interlocks

Anti-overboarding policy: Directors may serve on no more than four public company boards (including Ironwood); CEOs of public companies limited to three (including their own company and Ironwood); all directors were in compliance as of March 31, 2025 .

Expertise & Qualifications

• Board skills matrix: Duane recognized for Capital Allocation/Finance/Accounting, Strategic Transactions, Risk Management, and Customer/Market Insights (patient, payer, physician) .
• Life sciences advisory background: Extensive experience across biotech, pharma, medical devices, and academic research centers via McKinsey’s biotech practice .

Equity Ownership

Stock ownership guidelines: Non‑employee directors must hold Ironwood stock valued at ≥3x board annual retainer; until compliant, must retain 100% of shares net of taxes and automatically elect stock in lieu of cash to cure shortfalls; all non‑employee directors were in compliance as of March 31, 2025 . Hedging and pledging are prohibited for directors and executive officers per Insider Trading Prevention Policy .

Governance Assessment

• Independence and committee service: Duane is an independent director serving on Governance & Nominating and Compensation & HR Committees, positioning him to influence director selection, governance standards, executive pay design, succession, and human capital oversight .
• Engagement: Board met 7 times in 2024; each incumbent director attended ≥75% of meetings; Governance & Nominating met 2 times; Compensation & HR met 7 times—indicating active committee oversight cycles .
• Alignment: Compensation mix emphasizes equity via restricted shares; stock ownership guidelines enforced with full compliance across non‑employee directors, supporting long-term alignment; hedging/pledging prohibitions reduce misalignment risk .
• Potential conflicts: The board annually confirms independence and the Audit Committee pre-approves and reviews related‑party transactions >$120,000; no specific related‑party transactions involving Duane are discussed in the cited sections, and independence determinations mitigate conflict risk .
• RED FLAGS: None identified from the proxy with respect to attendance, hedging/pledging, or equity award repricing; director equity uses time‑based RSAs without option repricing indications, and governance practices include clawback policy and regular executive sessions .