Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 29, 2021, the Board of Directors of Ironwood Pharmaceuticals, Inc.
(the "Company") appointed Sravan K. Emany, 44, as the Company's Senior Vice
President, Chief Financial Officer, effective December 6, 2021 (the "Effective
Date"). On the Effective Date, Mr. Emany will assume the responsibilities of the
Company's principal financial officer from Jason Rickard, who will remain the
Company's Senior Vice President, Chief Operating Officer.
Prior to joining the Company, Mr. Emany served as corporate vice president,
commercial excellence and chief strategy officer of Integra LifeSciences
Holdings Corporation, a publicly held global healthcare company, since March
2020, and as vice president of strategy, treasury and investor relations from
February 2018 to March 2020. Prior to that, Mr. Emany served in various mergers
and acquisitions investment banking roles in Bank of America and BofA Securities
(formerly Bank of America Merrill Lynch) from September 2008 to February 2018,
culminating in his service as managing director in the mergers and acquisitions
group where he led numerous mergers and acquisitions in the healthcare sector.
Mr. Emany also served in various other financial roles, including with Goldman
Sachs Group, Deutsche Bank Securities, Lazard, and Morgan Stanley. Mr. Emany
holds a B.A. in international relations from The Johns Hopkins University and an
M.A. in international relations and international economics from The Johns
Hopkins School of Advanced International Studies (SAIS).
Mr. Emany will receive a base salary of $500,000 a year and will have an
individual bonus target of 50% of his base salary, subject to achievement of
individual and corporate goals. Mr. Emany will also receive a one-time bonus of
$200,000 in connection with his joining the Company, which is subject to certain
clawback provisions if Mr. Emany terminates his employment with the Company for
any reason or if he is terminated by the Company for cause, in each case, within
two years of the Effective Date. Mr. Emany will receive grants under the
Company's 2019 Equity Incentive Plan of 85,000 restricted stock units ("RSUs")
that will vest as to 25% of the RSUs on each of the first four approximate
anniversaries of the date of grant and 85,000 performance-based restricted stock
units ("PSUs"), the vesting terms of which will be consistent with those
applicable to the 2021 PSU awards described in the Company's proxy statement
(the "Proxy Statement") filed with the Securities and Exchange Commission (the
"SEC") on April 22, 2021. Each RSU and PSU represents a contingent right to
receive shares of the Company's Class A common stock upon vesting of such
awards.
In addition, the Company will enter into an indemnification agreement and an
executive severance agreement with Mr. Emany. The terms of the indemnification
agreement will be consistent with the form of indemnification agreement
described in the Proxy Statement, such description being incorporated herein by
reference and qualified in its entirety by the full text of the form of
indemnification agreement that was filed as Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (as amended) filed with the SEC on December
23, 2009.
The terms of the executive severance agreement will be consistent with the
Company's revised form of severance agreement applicable to all executive
officers of the Company who have joined the Company following July 20, 2021. The
executive severance agreement will provide that, in the event of a qualifying
termination, Mr. Emany would be entitled to receive the following benefits under
the executive severance agreement: (i) a lump-sum payment equal to twelve (12)
months of his base salary at the rate in effect as of the date of termination of
employment (or, if Mr. Emany's termination constitutes a Change of Control
Termination, as defined in the executive severance agreement, a lump-sum payment
equal to eighteen (18) months of his base salary); (ii) a lump-sum payment equal
to his actual bonus for the prior year if not yet paid as of the termination
date; (iii) a lump-sum payment equal to his target cash bonus for the year of
termination, pro-rated based on the percentage of the year worked prior to the
triggering event; (iv) a lump-sum payment equal to his full target cash bonus
for the year of termination (or, if Mr. Emany's termination constitutes a Change
of Control Termination, a lump-sum payment equal to his full target cash bonus
for the year of termination, multiplied by 1.5); (v) up to twelve (12) months of
subsidized COBRA coverage benefits (or, if Mr. Emany's termination constitutes a
Change of Control Termination, eighteen (18) months of subsidized COBRA coverage
benefits); and (vi) outplacement assistance benefits. In addition, if Mr.
Emany's termination constitutes a Change of Control Termination, the executive
severance agreement will provide for the acceleration of all outstanding equity
awards subject solely to time-based vesting as of the later of (1) the
termination date, or (2) the Change of Control (as defined in the agreement).
The foregoing description of Mr. Emany's executive severance agreement does not
purport to be complete and is qualified in its entirety by the full text of the
form of executive severance agreement, which is filed as exhibit 10.1 to this
Current Report on Form 8-K.
There is no arrangement or understanding between Mr. Emany and any other person
pursuant to which Mr. Emany was appointed as the Company's Senior Vice
President, Chief Financial Officer. There is no family relationship between Mr.
Emany and any director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer of the Company. Mr. Emany is
not, and has not been since January 1, 2020, a participant in any transaction
involving the Company, and is not a participant in any proposed transaction with
the Company, required to be disclosed pursuant to Item 404(a) of Regulation S-K
under the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
10.1 Form of Executive Severance Agreement
104 The cover page from this Current Report on Form 8-K, formatted in
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IRONWOOD PHARMACEUTICALS, INC. 
