UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 27, 2017
IRONWOOD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-34620 |
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04-3404176 |
(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
301 Binney Street |
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02142 |
(Address of principal |
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(Zip code) |
(617) 621-7722
(Registrants telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c), (e)
Appointment of William Huyett as Chief Operating Officer
On November 28, 2017, Ironwood Pharmaceuticals, Inc. (the Company) announced the appointment of William Huyett, 61, as its Chief Operating Officer.
Mr. Huyett will join the Company effective December 15, 2017. Mr. Huyett has spent 30 years with McKinsey and Company, Inc., in its Washington D.C, Zurich, and Boston offices. During his tenure at McKinsey, Mr. Huyett served clients in the life sciences, industrial and other technology-intensive sectors. He has been a Senior Partner Emeritus at McKinsey since December 2015, and was previously a Senior Partner from July 1998 to December 2015. As a Senior Partner, Mr. Huyett was a leader in the firms pharmaceutical and medical products and its strategy and corporate finance practices. He also served on McKinseys Shareholders Council (its board of directors), serving as chair of its Finance Committee. Prior to joining McKinsey, Mr. Huyett held a variety of line management positions in the automation industry with Allen-Bradley (now Rockwell Automation, Inc.). Mr. Huyett serves on the board of directors of the London Stock Exchange-listed Georgia Healthcare Group PLC, as well as on a variety of not-for-profit boards, including The Rockefeller University, the Marine Biological Laboratory, the University of Virginia Darden School of Business and the YMCA of Greater Boston. He earned his B.S. in electronics engineering and his M.B.A. from the University of Virginia.
Mr. Huyett will receive an initial base salary of $465,000 per year, and will have an individual bonus target of 50% of his base salary, subject to achievement of individual and corporate goals, provided that he will not receive an individual bonus in 2018 for the Companys 2017 performance due to the substantial completion of calendar year 2017 at the time of his joining the Company. Mr. Huyett will receive a one-time bonus of $50,000 in connection with his joining the Company. Consistent with the Companys practice for all new employees, Mr. Huyett will receive an initial grant of 337,500 stock options and 56,250 restricted stock units, each for shares of the Companys Class A common stock and granted under the Companys Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan (the 2010 Plan). Subject to Mr. Huyetts continued employment with the Company, (i) such stock options will vest over four years as to 25% of the shares on the first anniversary of Mr. Huyetts start date and as to 1/48th of the total shares each month thereafter for the next 36 months, and (ii) such restricted stock units will vest as to 25% of the award on each approximate anniversary of the grant.
In addition, the Company will enter into an indemnification agreement and an executive severance arrangement with Mr. Huyett, the terms of each of which will be consistent with the forms of indemnification agreement and executive severance arrangement, respectively, described in the Companys proxy statement filed with the Securities and Exchange Commission on April 18, 2017 in connection with the Companys 2017 annual meeting of stockholders (the 2017 Proxy Statement), such descriptions being incorporated herein by reference.
There is no arrangement or understanding between Mr. Huyett and any other person pursuant to which he was selected as the Companys Chief Operating Officer. There is no family relationship between Mr. Huyett and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Huyett is not, and has not been since January 1, 2016, 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 (the Exchange Act).
Promotion of Gina Consylman to Senior Vice President, Chief Financial Officer
On November 28, 2017, the Company announced the promotion of Gina Consylman, 45, to Senior Vice President, Chief Financial Officer.
Ms. Consylmans promotion is effective as of November 27, 2017. Ms. Consylman previously served as the Companys interim Chief Financial Officer from September 2017 to November 2017, and as the Companys Vice
President of Finance and Chief Accounting Officer from August 2015 to November 2017. She also previously served as the Companys Vice President, Corporate Controller and Chief Accounting Officer from June 2014 to July 2015. Prior to joining the Company, Ms. Consylman served as Vice President, Corporate Controller and Principal Accounting Officer of Analogic Corporation, a publicly held healthcare and security technology solutions company, from February 2012 to June 2014, where she oversaw Analogics global accounting team. Prior to joining Analogic, Ms. Consylman served in various corporate accounting roles at Biogen Inc., a publicly held global biotechnology company, from November 2009 to February 2012, culminating in her service as Senior Director, Corporate Accounting where she was responsible for the accounting teams for the corporate and U.S. commercial business units. Ms. Consylman has also served in various other finance and accounting roles, including Corporate Controller at Varian Semiconductor Equipment Associates, Inc. (subsequently acquired by Applied Materials, Inc.). Ms. Consylman, a Certified Public Accountant, began her career in public accounting at Ernst & Young LLP. She holds a B.S. in accounting from Johnson & Wales University and a M.S. in taxation from Bentley University.
Ms. Consylmans base salary is now $415,000 per year, with an individual bonus target of 50% of her base salary, subject to achievement of individual and corporate goals. Ms. Consylman will also receive a grant of 15,000 stock options and 7,500 restricted stock units, each for shares of the Companys Class A common stock and granted under the 2010 Plan. Subject to Ms. Consylmans continued employment with the Company, (i) such stock options will vest over four years as to 1/48th of the total shares on each monthly anniversary of Ms. Consylmans promotion, and (ii) such restricted stock units will vest as to 25% of the shares on each approximate anniversary of the grant.
In addition, the Company has entered into an indemnification agreement and executive severance arrangement with Ms. Consylman, the terms of each of which are consistent with the forms of indemnification agreement and executive severance arrangement, respectively, described in the 2017 Proxy Statement, such descriptions being incorporated herein by reference.
There is no arrangement or understanding between Ms. Consylman and any other person pursuant to which she was selected as the Companys Senior Vice President, Chief Financial Officer. There is no family relationship between Ms. Consylman and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Ms. Consylman is not, and has not been since January 1, 2016, 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 Exchange Act.
The full text of the press release issued in connection with the announcement of Mr. Huyetts appointment as the Companys Chief Operating Officer and Ms. Consylmans promotion to Senior Vice President, Chief Financial Officer of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit |
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Description |
99.1 |
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Ironwood Pharmaceuticals, Inc. Press Release dated November 28, 2017 |
EXHIBIT INDEX
Exhibit |
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Description |
99.1 |
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Ironwood Pharmaceuticals, Inc. Press Release dated November 28, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Ironwood Pharmaceuticals, Inc. |
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Dated: November 28, 2017 |
By: |
/s/ Halley E. Gilbert |
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Name: |
Halley E. Gilbert |
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Title: |
Senior Vice President, Chief Legal Officer, and Secretary |
FOR IMMEDIATE RELEASE
Ironwood Pharmaceuticals Strengthens Executive Leadership Team
William Huyett Appointed to Chief Operating Officer
Gina Consylman Promoted to Senior Vice President, Chief Financial Officer
CAMBRIDGE, Mass., November 28, 2017 Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD), a commercial biotechnology company, today announced the appointment of William Huyett as chief operating officer and the promotion of Gina Consylman to senior vice president and chief financial officer.
Strengthening our leadership team with these key appointments is critical for Ironwood as we seek to execute on our strategy to deliver rapid top-line growth and advance our innovative mid- to late-stage product candidates, said Peter Hecht, chief executive officer at Ironwood. Bill is a seasoned, strategic business partner who has a remarkable breadth of experience that will further strengthen our ability to build a successful and innovative company. Gina has been an invaluable finance and enterprise leader at Ironwood over the past three years and I am confident she will have an even greater impact in her expanded role. We are committed to attracting and developing leaders with great strategic judgment, absolute integrity, and an owner-oriented mindset. Bill and Gina exemplify these qualities and I am thrilled to have them as part of the executive team to drive our company forward.
Mr. Huyett brings to Ironwood extensive experience in corporate strategy, capital allocation, finance, product development/commercialization and corporate leadership in the life sciences industry and many other business sectors. At Ironwood, he will be responsible for the companys finance, corporate strategy, corporate development, global operations, investor relations and corporate communications functions. Mr. Huyett joins Ironwood following a distinguished 30-year career at McKinsey and Company, Inc., where he served global clients in the life sciences, industrial and other technology-intensive sectors. Most recently, he has been a senior partner emeritus at McKinsey. He was a leader in the firms pharmaceutical and medical products and its strategy and corporate finance practices, and served on McKinseys Shareholders Council (its board of directors), serving as chair of its Finance Committee. Prior to joining McKinsey, Mr. Huyett held a variety of line management positions with Allen-Bradley (now Rockwell Automation, Inc.). Mr. Huyett serves on the board of directors of the London Stock Exchange-listed Georgia Healthcare Group PLC. He also serves on several not-for-profit boards, including The Rockefeller University, the Marine Biological Laboratory, the University
of Virginia Darden School of Business and the YMCA of Greater Boston. He earned his B.S. in electronics engineering and his M.B.A. from the University of Virginia.
Ms. Consylman is a 25-year veteran in the field of corporate finance. She joined Ironwood in 2014 and currently provides oversight of the companys finance, planning, accounting, tax, treasury and insurance functions. Prior to joining Ironwood, she was vice president, corporate controller and principal accounting officer at Analogic Corporation, served as senior director, corporate accounting at Biogen Inc., and as corporate controller at Varian Semiconductor Equipment Associates, Inc. A Certified Public Accountant, Ms. Consylman began her career in public accounting at Ernst & Young LLP. She holds a B.S. in accounting from Johnson & Wales University and a M.S. in taxation from Bentley University.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (NASDAQ:IRWD) is a commercial biotechnology company focused on creating medicines that make a difference for patients, building value for our fellow shareholders, and empowering our passionate team. We are commercializing two innovative primary care products: linaclotide, the U.S. branded prescription market leader for adults with irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic constipation (CIC), and lesinurad, which is approved for the treatment of hyperuricemia associated with gout in patients who have not achieved target serum uric acid (sUA) levels with a medically appropriate daily dose of a xanthine oxidase inhibitor (XOI) alone. We are also advancing a pipeline of innovative product candidates in areas of significant unmet need, including uncontrolled gastroesophageal reflux disease, diabetic nephropathy, heart failure with preserved ejection fraction, achalasia and sickle cell disease. Ironwood was founded in 1998 and is headquartered in Cambridge, Mass. For more information, please visit www.ironwoodpharma.com or www.twitter.com/ironwoodpharma; information that may be important to investors will be routinely posted in both these locations.
This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about Ironwoods leadership team, the strength and value thereof, and the leadership teams impact on the company and its business, growth, business strategy, pipeline advancement, productivity and the potential of its products and product candidates and their impact, as well as statements about the timing of any of the foregoing. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to management and executive appointments; our ability to effectively advance our strategy; the effectiveness of development and commercialization efforts by us and our partners; preclinical and clinical development, manufacturing and formulation development; the risk that findings from our completed nonclinical and clinical studies may not be replicated in later studies; efficacy, safety and tolerability of linaclotide, lesinurad and our product candidates; decisions by regulatory authorities; the risk that we are unable to successfully integrate lesinurad into our existing business, commercialize lesinurad or realize the anticipated benefits of the lesinurad transaction; the risk that we may never get sufficient patent protection for our products and our product candidates or that we are not able to
successfully protect such patents; the outcomes in legal proceedings to protect or enforce the patents relating to our products and product candidates, including ANDA litigation; developments in the intellectual property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do not have the anticipated effect on our company revenues, linaclotide, lesinurad or our product candidates; the risk that we are unable to manage our operating expenses or cash use for operations, or are unable to commercialize our products, within the guided ranges or otherwise as expected and those risks listed under the heading Risk Factors and elsewhere in Ironwoods Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, and in our subsequent SEC filings. These forward-looking statements (except as otherwise noted) speak only as of the date of this press release, and Ironwood undertakes no obligation to update these forward-looking statements.
SOURCE: Ironwood Pharmaceuticals, Inc.
Investor and Media Relations
Meredith Kaya, 617-374-5082
Senior Director, Investor Relations and Corporate Communications
mkaya@ironwoodpharma.com