Julie McHugh
IRONWOOD PHARMACEUTICALSAbout Julie McHugh
Independent Chair of the Board at Ironwood Pharmaceuticals; age 60; director since 2014. Background includes COO at Endo Health Solutions (2010–2013), CEO at Nora Therapeutics, Company Group Chair for Worldwide Virology at Johnson & Johnson and President of Centocor, with earlier marketing leadership for Prilosec at Astra‑Merck. Education: MBA (St. Joseph’s University) and BS (Pennsylvania State University). Committees: Audit Committee member; Governance & Nominating Committee member; serves as independent Chair of the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endo Health Solutions, Inc. | Chief Operating Officer | 2010–2013 | Led specialty pharma and generics businesses |
| Nora Therapeutics, Inc. | Chief Executive Officer | Not disclosed | Company leadership |
| Johnson & Johnson / Centocor | Company Group Chair, Worldwide Virology; President, Centocor | Not disclosed | Oversaw development/launches including Remicade; R&D portfolio oversight |
| Astra‑Merck Inc. | Led marketing communications for Prilosec | Not disclosed | GI marketing leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Lantheus Holdings, Inc. (Nasdaq: LNTH) | Director | Current | Public company board |
| Xellia Pharmaceuticals ApS | Director | Current | Private company board |
| HealthCare Royalty Partners | Strategic Advisory Board | Current | Advisory role |
| Penn State Smeal College of Business | Board of Visitors | Current | Advisory role |
Board Governance
- Committee assignments: Audit Committee member; Governance & Nominating Committee member; independent Chair of the Board. Audit Committee met 4 times in 2024; Governance & Nominating met 2 times.
- Independence: Board determined eight of nine directors are independent, including Ms. McHugh; all board committees comprised solely of independent directors.
- Attendance/engagement: Board held 7 meetings in 2024; each incumbent director attended at least 75% of board and applicable committee meetings. Regular executive sessions of independent directors are part of governance practices.
- Leadership structure: Roles of Chair and CEO are separated, with rotation approximately every five years; governance & nominating committee determined Ms. McHugh should continue as Chair.
- Policies reducing conflict risk: Prohibition on hedging or pledging company securities by directors; director anti‑overboarding policy (no more than 4 public company boards, including IRWD); annual board/committee assessments and director succession planning. Compliance affirmed as of March 31, 2025.
Committee Responsibilities Snapshot (relevant to McHugh)
| Committee | Role | Key 2024 Activities |
|---|---|---|
| Audit Committee | Member | Oversight of financial reporting, internal controls, cybersecurity, auditor independence; related‑party transaction review ≥$120k; signed Audit Committee Report. Met 4 times. |
| Governance & Nominating | Member | Board/committee evaluations, director nominations, governance guidelines, conflict assessments. Met 2 times. |
| Board (Chair) | Chair | Independent board leadership; separation from CEO; oversight of risk and strategy with management reports. |
Fixed Compensation
Director Compensation Policy (structure)
| Component | Fees |
|---|---|
| Annual retainer (director) | $50,000 |
| Annual retainer (Chair of Board) | $85,000 |
| Audit Committee member (Chair: $25,000) | $11,000 |
| Compensation & HR Committee member (Chair: $20,000) | $10,000 |
| Governance & Nominating Committee member (Chair: $10,000) | $5,000 |
- Directors may elect to receive fully vested common shares in lieu of cash retainers annually.
2024 Director Compensation (Julie McHugh)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $101,000 |
| Stock Awards (RSA grant fair value) | $138,573 |
| Total | $239,573 |
Performance Compensation
- Director equity is time‑based restricted stock; no performance‑conditioned metrics for non‑employee director awards. Annual grant equals $250,000 divided by the six‑month average closing price preceding the annual meeting month; vests in full immediately before the next annual meeting.
2024 Equity Grant Detail (Directors)
| Grant Date | Shares Granted | Grant Date Fair Value per Share | Total Fair Value | Vesting |
|---|---|---|---|---|
| June 18, 2024 | 24,311 | $5.70 | $138,573 | Full vest immediately before 2025 annual meeting, subject to continued service |
Other Directorships & Interlocks
- Current public company directorship: Lantheus Holdings, Inc. (LNTH). Anti‑overboarding policy limits directors to four public boards (including IRWD); governance & nominating committee affirmed compliance as of March 31, 2025.
- Major shareholder on board: Alexander Denner (Sarissa Capital) chairs Governance & Nominating; Sarissa beneficially owns ~10.2% of IRWD. This indicates activist representation and governance engagement, not a disclosed related‑party transaction.
Expertise & Qualifications
- Large pharma and specialty pharma operating leadership (Endo COO; J&J/Centocor leadership), commercialization track record (Remicade), GI market experience from Astra‑Merck.
- Board competency matrix: capital allocation/finance, strategic transactions, human capital, public company board, senior leadership in both large pharma and small biotech, customer/market insights.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Julie McHugh | 163,839 | * (<1%) | Beneficial ownership as of March 31, 2025 (161,809,432 shares outstanding) |
- Unvested director RSA: 24,311 shares outstanding at year‑end 2024 from the June 18, 2024 grant (vest before 2025 annual meeting).
- Director stock ownership guideline: ≥3x annual director retainer; all non‑employee directors were in compliance as of March 31, 2025.
- Hedging/pledging prohibited for directors.
Governance Assessment
- Strengths: Independent Chair; robust independence across the board and all committees; regular executive sessions; audited financial oversight and cybersecurity reviews; director ownership guidelines and clawback policy; strong director attendance; equity‑heavy director pay aligns long‑term incentives.
- Shareholder signals: 2024 say‑on‑pay support ~94%, indicating broad investor endorsement of compensation governance.
- Potential watch items: Director equity is time‑based RSAs (no performance metrics), which can reduce pay‑for‑performance sensitivity at the board level; activist representation (Sarissa) implies heightened governance scrutiny and potential strategic pressure—valuable for alignment but requires monitoring for conflicts, though related‑party review procedures are in place via the Audit Committee.