Mark Currie
IRONWOOD PHARMACEUTICALSAbout Mark Currie
Mark Currie, Ph.D. (age 70) has served on Ironwood’s board since 2019 and is currently a member of the Compensation & HR Committee. He is a Partner at Iaso Ventures (since Jan 2024) and serves as Chief Scientific Officer at CVCO Therapeutics (since Jan 2025). Previously, he was Ironwood’s SVP, Chief Scientific Officer and President of R&D (2002–Apr 2019), and held R&D leadership roles at Cyclerion, Sepracor, and Monsanto. He holds a B.S. in Biology (University of South Alabama) and a Ph.D. in Cell Biology (Bowman Gray School of Medicine, Wake Forest University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ironwood Pharmaceuticals | SVP, CSO & President of R&D | 2002 – Apr 2019 | Led R&D; background cited as core board qualification . |
| Cyclerion Therapeutics | President & CSO | Apr 2019 – Dec 2020 | Leadership of clinical-stage biopharma . |
| Cyclerion Therapeutics | Chair, Scientific Advisory Board | Jan 2021 – Sep 2023 | Scientific oversight . |
| Sepracor, Inc. | VP, Discovery Research (CV/CNS) | Prior to Ironwood | Directed disease research . |
| Monsanto Company | Director, Arthritis & Inflammation | Prior to Sepracor | Built and led discovery pharmacology . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Iaso Ventures, LP | Partner | Since Jan 2024 | Early-stage healthcare VC . |
| CVCO Therapeutics, Inc. | Chief Scientific Officer | Since Jan 2025 | Private clinical-stage company . |
| Antag Therapeutics ApS | Director | Current | Private company . |
| Sea Pharmaceuticals, LLC | Director | Current | Private company . |
| CVCO Therapeutics; Scaffold Therapeutics; Wild Bioscience | Chair, Scientific Advisory Boards | Current | Scientific advisory leadership . |
| Public company boards | — | — | No public company directorships disclosed in the 2025 proxy . |
Board Governance
- Committee assignments: Compensation & HR Committee member (not chair). The committee’s chair is Andrew Dreyfus; members include Dr. Currie, Mr. Dreyfus (Chair), Mr. Duane, and Ms. Kessler .
- Independence: The board determined Dr. Currie is independent under Nasdaq Rule 5605; 8 of 9 directors are independent .
- Attendance and meetings: The board met 7 times in 2024; each incumbent director attended at least 75% of board and applicable committee meetings. The Compensation & HR Committee met 7 times in 2024 .
- Leadership structure: Separate independent Chair (Julie McHugh) and CEO; board size 9; annual election of all directors .
- Policies: Anti-hedging and anti-pledging policy for directors and executives; annual board/committee assessments; stock ownership guidelines for directors; clawback policy in place (Dodd-Frank compliant) .
- Election support: 2025 director election votes for Dr. Currie—For: 110,739,267; Withheld: 2,925,704; Broker Non-Votes: 17,527,704. 2024 votes—For: 130,019,704; Withheld: 5,472,128; Broker Non-Votes: 7,708,364 .
Fixed Compensation
Policy structure and 2024 actuals:
| Item | 2023 | 2024 |
|---|---|---|
| Annual board retainer (non-chair) | $50,000 | $50,000 |
| Additional retainer – Compensation & HR Committee member | $10,000 | $10,000 |
| Dr. Currie – Fees Earned or Paid in Cash ($) | $60,000 | $60,000 |
| Dr. Currie – Total Director Compensation ($) | $300,710 (incl. stock) | $198,573 (incl. stock) |
Notes:
- Retainer policy: Board chair $85,000; Audit Committee member/chair $11,000/$25,000; Compensation & HR member/chair $10,000/$20,000; Governance & Nominating member/chair $5,000/$10,000 .
- Directors may elect fully vested stock in lieu of cash retainers; election must be made before Jan 1 each year .
Performance Compensation
Annual equity grants to non-employee directors (time-based restricted stock; one-year vest):
| Grant Date | Shares Granted | Determination Basis | ASC 718 Fair Value/Share | Vesting | Accounting Fair Value |
|---|---|---|---|---|---|
| Jun 20, 2023 | 22,350 | $250,000 ÷ 6-mo avg price $11.19 | $10.77 | Full vest immediately before 2024 AGM | $240,710 |
| Jun 18, 2024 | 24,311 | $250,000 ÷ 6-mo avg price $10.28 | $5.70 | Full vest immediately before 2025 AGM | $138,573 |
Policy details:
- At each AGM, non-employee directors receive restricted shares equal to $250,000 divided by the six-month average closing price; vesting occurs in full before the next AGM. Initial (off-cycle) grants vest over three years .
- As of Dec 31, 2024, each non-employee director held 24,311 unvested shares from the June 18, 2024 grant .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Dr. Currie in the 2025 proxy . |
| Private company boards | Antag Therapeutics ApS; Sea Pharmaceuticals, LLC . |
| Advisory boards | Chairs SABs at CVCO Therapeutics, Scaffold Therapeutics, Wild Bioscience . |
| Compensation committee interlocks | None; no relationships requiring Item 404 disclosure for committee members . |
Expertise & Qualifications
- R&D leadership: Senior leadership roles in both small biotech and large pharma; expertise matrix flags senior leadership (small biotech and large pharma), customer/market insights, and broader business skills (strategic transactions, risk management, human capital) .
- Scientific credentials: Ph.D. in Cell Biology; extensive discovery and development leadership at Ironwood, Sepracor, and Monsanto .
Equity Ownership
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficial ownership – total shares | 993,377 | 861,438 |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
| Options exercisable within 60 days | 449,269 | 293,019 |
| Unvested restricted shares (year-end status) | 22,350 unvested as of 12/31/2023 (from 2023 grant) | 24,311 unvested as of 12/31/2024 (from 2024 grant) |
| Hedging/pledging policy | Prohibited for directors | Prohibited for directors |
| Director ownership guidelines | 3× annual retainer; measured annually; all non-employee directors compliant as of Mar 31, 2025 | 3× annual retainer; all non-employee directors compliant as of Mar 31, 2025 |
Governance Assessment
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Strengths
- Independent director with deep R&D and sector leadership experience; contributes to Compensation & HR oversight; board confirms independence despite prior Ironwood employment .
- Strong shareholder support for re-election (2025: 110.7M For vs. 2.9M Withheld); robust say-on-pay support (2025: 110.1M For vs. 3.5M Against) .
- Solid governance framework: separate Chair/CEO, anti-hedging/pledging, director ownership guidelines with full compliance, annual evaluations, clawback policy .
- Engagement: Board met 7× and Comp & HR Committee met 7× in 2024; each director met at least the 75% attendance threshold .
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Watch items
- Multiple external scientific/board roles in private biotech could raise overboarding/time-commitment considerations if expanded further; current proxy lists significant external commitments (though no anti-overboarding breach disclosed) .
- Beneficial ownership below 1% of outstanding shares; however, director stock ownership guidelines are met and equity grants provide ongoing alignment .
- Year-over-year drop in reported ASC 718 equity value (2024 vs. 2023) reflects grant-date fair value methodology; policy still targets a $250,000 annual grant based on a six-month average price, mitigating pay volatility optics .
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Related-party/conflicts
- No related-party transactions requiring disclosure since Jan 1, 2024; standard indemnification agreements in place for directors .