Michael Shetzline - Chief Medical Officer and Head of Research and Drug Development | IRONWOOD PHARMACEUTICALS (IRWD) Executive Profile & Compensation

About Michael Shetzline

Michael Shetzline, M.D., Ph.D., is Senior Vice President, Chief Medical Officer and Head of Research and Drug Development at Ironwood Pharmaceuticals; he has served as CMO and head of research/drug development since October 2021, and previously as CMO and head of drug development from January 2019 to October 2021 . He is 66, joined Ironwood in 2019, earned his M.D. and Ph.D. at Ohio State University, and is board-certified in internal medicine with fellowships in the ACP, ACG, and AGA . Corporate performance used to determine 2024 executive pay was below target (company performance achievement multiplier 70%), with rTSR PSUs from the 2022 grant certified at 59% based on a 30th percentile rTSR vs peers, underscoring stock-price-linked accountability in his incentives .

Past Roles

Organization	Role	Years	Strategic Impact
Ironwood Pharmaceuticals	Chief Medical Officer; Head of Research & Drug Development	2021–present (CMO & Head of R&D); 2019–2021 (CMO & Head of Drug Development)	Leads GI portfolio, R&D execution, and NDA strategy for apraglutide; aligns pipeline decisions with AbbVie partnership .
Takeda Pharmaceuticals	VP & Head of Gastroenterology Clinical Sciences	2015–2019	Led global clinical development for all GI assets, impacting portfolio advancement and late-stage execution .
Ferring International Pharmascience Center U.S.	VP & Global Head of Gastroenterology	2012–2015	Directed GI clinical development programs; expanded GI pipeline strategy .
Novartis Pharmaceuticals AG	VP & Global Program Head; Head of Translational Medicine GI Discovery	2002–2012	Led cross-therapeutic program management and GI translational medicine, shaping discovery-to-development transitions .
Duke University Medical Center	Gastroenterology Program Director; Assistant Professor of Medicine	1997–2002	NIH-supported physician-scientist; published >40 papers/chapters and served as journal reviewer .

External Roles

Organization	Role	Years	Notes
PharmaIN Corporation (private)	Board of Directors	Not disclosed	Private company directorship; adds external GI/drug development perspective .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	513,040	533,562	557,572
Target Bonus (% of base)	—	45%	45%
Actual Bonus Paid ($)	188,735	309,733	180,904
All Other Compensation ($)	15,525	17,550	18,225
Notes	—	2024 target % unchanged from 2023	Salary increase approved Feb 2024 (4.5% YoY)

Performance Compensation

Annual Cash Incentive Program (ACIP) – 2024

Parameter	Value
Target Bonus (% of base salary)	45%
Corporate Performance Achievement Multiplier	70%
Individual Performance Achievement Multiplier	110%
Actual Bonus to Target Ratio	72%
Actual 2024 Bonus Paid ($)	180,904

Corporate goal framework for 2024 (weights applied to company multiplier): LINZESS U.S. Net Sales (30% weight; actual $916.3M, below threshold), Build Innovative Pipeline (35% weight; mixed below/target outcomes), Strengthen Financial Profile (30% weight; Adjusted EBITDA actual $99.5M, below threshold), Great Place to Work (5% weight; target achieved), culminating in a 70% company performance multiplier used in bonuses .

Long-Term Equity – 2024 Grants and Vesting

Award Type	Grant Date	Shares/Units (target)	Grant Date Fair Value ($)	Vesting / Performance Structure
RSUs	2/12/2024	54,427	836,543	Time-based; 25% per year over 4 years, continued employment required .
rTSR PSUs	2/12/2024	27,213	577,439	3-year rTSR vs peer group; payout range 0–200%; service condition through performance period .
aTSR PSUs	2/12/2024	27,213	568,280	3-year absolute TSR (stock price targets); payout range 0–400%; performance period Mar 1, 2024–Feb 28, 2027 .
Max Fair Value at Maximum Performance (PSUs)	—	—	rTSR: 1,154,877; aTSR: 2,273,120	Max modeled grant-date fair values at 200% (rTSR) and 400% (aTSR) attainment .

Historical PSU payout: 2022 rTSR PSUs (3-year period ending Dec 31, 2024) certified at 59% based on a 30th percentile rTSR outcome (cap at 100% when TSR negative) .

Option Exercises and Stock Vested (2024)

Item	2024
Options Exercised (shares)	0
Value Realized on Exercise ($)	0
Shares Acquired on Vesting (RSUs/PSUs) (#)	145,300
Value Realized on Vesting ($)	1,876,399

Equity Ownership & Alignment

Item	Figure
Total Beneficial Ownership (shares)	417,258
Ownership as % of Shares Outstanding	* (<1%) based on 161,809,432 shares outstanding
Options Exercisable within 60 Days	92,968
Shares Acquired on Vesting in 2024	145,300
Hedging/Pledging	Prohibited by policy for executive officers and directors
Stock Ownership Guidelines	Policy in place for directors and executive officers (multiple not disclosed)
Perquisites / Clawback	Limited perquisites; clawback policy in force
All Other Compensation Composition	Includes 401(k) match and remote work/well-being stipends; no tax gross-ups noted for Dr. Shetzline in 2024

Employment Terms

Severance (Non-Change-of-Control)

Cash: Lump sum of 12 months base salary, plus an additional amount equal to up to six months base salary beginning at first anniversary post-termination if not placed in comparable full-time employment .
Bonuses: Pro-rated target bonus for year of termination; prior-year actual bonus if unpaid; full target bonus for year of termination .
Benefits: Up to 12 months subsidized COBRA plus up to six months post-first anniversary if not eligible under another employer plan; outplacement services .
Equity (time-based): For Dr. Shetzline, partial forward vesting of time-based awards equal to the next 18 months plus a portion to the next regular vesting date; remaining awards stay outstanding and eligible for vesting upon a change-of-control termination within specified windows .
PSUs: Remain outstanding and eligible to vest based on performance; delivery prorated by days employed in the performance period (12 months cap for aTSR) .

Change-of-Control (Double Trigger)

Cash: 18 months base salary; pro-rated target bonus for year of termination; prior-year actual bonus if unpaid; full target bonus for year of termination multiplied by 1.5 .
Benefits: 18 months subsidized COBRA; outplacement assistance .
Equity: Acceleration of all outstanding time-based awards as of the later of termination or change-of-control; extension of exercisability for vested options per terms .

Modeled Potential Payments at 12/31/2024 (Stock Price $4.43)

Scenario	Cash Severance ($)	Non-Equity Incentive ($)	RSU Acceleration ($)	PSU Acceleration ($)	Other Benefits ($)	Total ($)
Involuntary Termination (non-CoC)	836,358	501,815	490,423	—	60,000	1,888,596
Termination Following Change-of-Control	836,358	627,269	718,169	636,117	60,000	2,877,913
Death or Permanent Disability	—	—	718,169	—	—	718,169

Additional notes: Values incorporate 2022 rTSR PSUs earned at 59%, assume 2023 and 2024 rTSR PSUs at 100% based on actual TSR at 12/31/2024, and 2023/2024 aTSR PSUs unearned based on stock price performance at 12/31/2024 .

Investment Implications

Pay-for-performance and alignment: Compensation is heavily equity-based (RSUs and PSUs), with PSUs tied to absolute and relative TSR; 2022 rTSR PSU payout at 59% highlights downside accountability in weak share performance, aligning incentives with stockholder outcomes .
Retention and potential selling pressure: RSUs vest 25% annually; 145,300 shares vested in 2024 (value $1.88M), which could create periodic liquidity events, though hedging/pledging is prohibited and no option exercises occurred in 2024 .
Severance economics: Non-CoC protection includes 12 months base plus potential additional six months post-anniversary if unemployed, full target bonus for year of termination, COBRA, and partial forward vesting of time-based equity; CoC double trigger adds 18 months’ salary, 1.5x target bonus, and acceleration of time-based awards—robust but not excessive multiples that balance retention with shareholder safeguards (no disclosed tax gross-ups for Dr. Shetzline) .
Ownership: Beneficial ownership of 417,258 shares (<1% of outstanding) with 92,968 options currently exercisable; combined with board-level clawback and anti-hedging/pledging policy, risk of misalignment is mitigated, though absolute ownership is modest relative to float .
Execution risk: 2024 corporate goals missed thresholds on LINZESS net sales and Adjusted EBITDA, yielding a 70% corporate multiplier; Dr. Shetzline’s individual performance multiplier was 110% and bonus ratio 72%, signaling strong personal execution amid broader company underperformance—important context for assessing future milestone delivery (e.g., apraglutide NDA progress) .

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