Marla Kessler
IRONWOOD PHARMACEUTICALSAbout Marla Kessler
Marla Kessler, age 55, has served as an independent director of Ironwood Pharmaceuticals since 2019 and is a member of the Compensation & HR Committee. She is a co-founder of SOLVEA Consulting (since April 2024), with prior senior commercial leadership spanning Datavant, Aetion, IQVIA/IMS, Pfizer, and McKinsey; she holds a B.S. in economics (Arizona State) and an MBA (Duke Fuqua) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Principal; earlier consulting roles | 1996–2004 | Commercial strategy expertise |
| Pfizer Inc. | Led several marketing efforts | 2004–2007 | Brand/marketing leadership |
| IMS/Quintiles → IQVIA | VP Global Services Marketing & Knowledge Management; London Location Manager; Regional Leader IMS Consulting Group Europe; Senior Principal; later SVP Strategy, Marketing & Communications | 2008–2016 (various roles), SVP since Oct 2016 | Strategic marketing and evidence-based research in life sciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SOLVEA Consulting, LLC | Co-Founder | Apr 2024–present | Business consulting/services |
| Datavant, Inc. | Chief Marketing Officer | Oct 2022–Apr 2024 | Health IT |
| Aetion, Inc. | Chief Customer Officer | Sep 2021–Oct 2022 | Healthcare technology |
| IQVIA Holdings Inc. (Advisor to CEO) | Advisor | Oct 2020–Feb 2021 | Strategic advisory |
| Other public company boards | None disclosed | — | No current public-company directorships noted for Kessler in proxy |
Board Governance
- Committee assignment: Compensation & HR Committee member; not a committee chair .
- Independence: Board determined Kessler is independent under Nasdaq Rule 5605; 8 of 9 directors independent; committees comprised solely of independent directors .
- Attendance and engagement: Board met 7 times in 2024; each incumbent director attended at least 75% of board/committee meetings while serving; Compensation & HR Committee met 7 times in 2024 .
- Board leadership: Separate independent Chair and CEO; regular executive sessions of independent directors .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual | Vesting/Terms |
|---|---|---|---|
| Annual board cash retainer | $50,000 | $60,000 total cash for Kessler (includes committee fee) | Cash paid quarterly in arrears |
| Compensation & HR Committee membership fee | $10,000 | Included in above $60,000 | Cash paid quarterly |
| Equity – annual restricted stock award (RSA) | $250,000 value divided by 6‑month average price | 24,311 shares granted 6/18/2024; grant-date fair value $138,573 | Vests in full immediately before the 2025 annual meeting, subject to continued service |
| Director chair/other committee chair fees | Audit chair $25k; Comp chair $20k; Gov/Nom chair $10k | Not applicable (Kessler not a chair) | — |
Notes: Majority of non-employee director pay is RSAs under the Amended & Restated 2019 Equity Incentive Plan; annual cap $600,000 per director .
Performance Compensation
| Element | Metric | Target/Structure | Outcome |
|---|---|---|---|
| Director equity awards | Time-based RSAs (no performance metrics) | Annual RSA; initial election RSA vests over 3 years; annual grants vest before next annual meeting | No performance-based measures disclosed for directors |
Other Directorships & Interlocks
- Other public-company directorships: None disclosed for Kessler in the proxy biography .
- Compensation committee interlocks: None; no insider participation and no Item 404 relationships among Compensation & HR Committee members .
- Overboarding policy compliance: Directors limited to ≤4 public boards (≤3 if a public-company CEO); all directors compliant as of Mar 31, 2025 .
Expertise & Qualifications
- Board skills matrix highlights for Kessler: Strategic Transactions, Risk Management, Human Capital, Senior Leadership (large pharma), and Customer/Market Insights in healthcare .
- Education: B.S. economics (Arizona State); MBA (Duke Fuqua) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 120,883 shares; less than 1% of outstanding (161,809,432 shares as of Mar 31, 2025) |
| Ownership guidelines | Directors must hold ≥3× annual retainer; compliance measured at annual meeting date; as of Mar 31, 2025 all non-employee directors in compliance |
| Hedging/Pledging | Prohibited for directors; no margin/pledge permitted |
| Vested/unvested disclosure | RSAs from 2024 grant vest in full before the 2025 annual meeting, subject to service |
Governance Assessment
- Board effectiveness: Kessler adds deep commercial strategy and evidence-based market insights; active on the Compensation & HR Committee, which met 7 times and oversees executive/director pay, stock ownership guidelines, and succession .
- Independence and alignment: Independent status, equity-heavy director pay (RSA), ownership guidelines, and anti-hedging/pledging policies align director incentives with shareholders .
- Conflicts/related-party exposure: No related-party transactions involving directors since Jan 1, 2024; audit committee reviews/approves any Item 404 transactions; indemnification agreements standard for directors .
- Shareholder confidence signals: Strong say-on-pay support (~94% approval in 2024), suggesting investor alignment with compensation governance; though focused on NEO pay, it reflects broader compensation oversight quality by the committee on which Kessler serves .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or committee interlocks for Kessler .