IRONWOOD PHARMACEUTICALS INC, DEF 14A filed on 4/28/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name IRONWOOD PHARMACEUTICALS, INC.
Entity Central Index Key 0001446847
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance
Under Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are presenting information that demonstrates the relationship between compensation actually paid, or CAP, as computed under SEC rules, to our named executive officers and certain financial performance measures for the years ended December 31, 2025, 2024 and 2023. The compensation and HR committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. For additional information about our performance-based pay philosophy and how we align executive compensation with Ironwood’s performance, please refer to the Executive Compensation section included elsewhere in this proxy statement.
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​
Year
​ ​
Summary
Compensation
Table Total
for PEO
​ ​
Compensation
Actually
Paid to
PEO
​ ​
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
​ ​
Average
Compensation
Actually
Paid to
Non-PEO
NEOs
​ ​
Value of Initial Fixed $100
Investment Based On
Total
Shareholder
Return
​ ​
Net Income
(Loss)
(in millions)
​
​
(a)
​ ​
(b)(1)
​ ​
(c)(2)
​ ​
(d)(3)
​ ​
(e)(4)
​ ​
(f)(5)
​ ​
(g)(6)
​
​
2025
​ ​ ​ $ 1,948,390 ​ ​ ​ ​ $ 1,287,531 ​ ​ ​ ​ $ 1,213,261 ​ ​ ​ ​ $ 1,027,810 ​ ​ ​ ​ $ 27.20 ​ ​ ​ ​ $ 24.02 ​ ​
​
2024
​ ​ ​ $ 6,083,631 ​ ​ ​ ​ $ (4,486,801) ​ ​ ​ ​ $ 2,822,544 ​ ​ ​ ​ $ (1,473,865) ​ ​ ​ ​ $ 35.75 ​ ​ ​ ​ $ 0.88 ​ ​
​
2023
​ ​ ​ $ 7,583,812 ​ ​ ​ ​ $ 4,632,828 ​ ​ ​ ​ $ 2,618,696 ​ ​ ​ ​ $ 1,971,039 ​ ​ ​ ​ $ 92.33 ​ ​ ​ ​ $ (1,031.56) ​ ​
​
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. McCourt, our chief executive officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Summary Compensation Table elsewhere in this proxy statement for information on Mr. McCourt’s compensation.
​
(2)
The dollar amounts reported in column (c) represent the “compensation actually paid” to the principal executive officer, or PEO, Mr. McCourt, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McCourt during the applicable years, and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise of equity awards, as applicable. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McCourt’s total compensation for each applicable year to determine the compensation actually paid:
​
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​
Year
​ ​
PEO Name
​ ​
Reported
Summary
Compensation
Table Total
for PEO
​ ​
Reported
Value of
Equity
Awards
(a)
​ ​
Equity Award
Adjustments
(b)
​ ​
Compensation
Actually
Paid to PEO
​
​
2025
​ ​
Thomas McCourt
​ ​ ​ $ 1,948,390 ​ ​ ​ ​ $ (411,696) ​ ​ ​ ​ $ (249,163) ​ ​ ​ ​ $ 1,287,531 ​ ​
​
2024
​ ​
Thomas McCourt
​ ​ ​ $ 6,083,631 ​ ​ ​ ​ $ (4,722,733) ​ ​ ​ ​ $ (5,847,699) ​ ​ ​ ​ $ (4,486,801) ​ ​
​
2023
​ ​
Thomas McCourt
​ ​ ​ $ 7,583,812 ​ ​ ​ ​ $ (5,974,255) ​ ​ ​ ​ $ 3,023,271 ​ ​ ​ ​ $ 4,632,828 ​ ​
​
(a)
Represents the deduction from the “Reported Summary Compensation Table Total for PEO” column for the total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the
vesting date (from the end of the prior year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity values are calculated in accordance with ASC 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
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​
Year
​ ​
PEO Name
​ ​
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
​ ​
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in
the Year
​ ​
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total Equity
Award
Adjustments
​
​
2025
​ ​
Thomas McCourt
​ ​ ​ $ 2,035,800 ​ ​ ​ ​ $ (878,128) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (957,128) ​ ​ ​ ​ $ (449,707) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (249,163) ​ ​
​
2024
​ ​
Thomas McCourt
​ ​ ​ $ 1,587,932 ​ ​ ​ ​ $ (8,178,834) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 743,203 ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (5,847,699) ​ ​
​
2023
​ ​
Thomas McCourt
​ ​ ​ $ 6,203,423 ​ ​ ​ ​ $ (2,858,574) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (321,578) ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 3,023,271 ​ ​
​
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s non-PEO named executive officers, or NEOs, as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Gregory Martini and Tammi Gaskins; (ii) for 2024, Andrew Davis, Sravan Emany, John Minardo and Michael Shetzline; and (iii) for 2023, Andrew Davis, Sravan Emany, John Minardo and Michael Shetzline.
​
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
​
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​
Year
​ ​
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
​ ​
Average
Reported Value
of Equity Awards
(a)
​ ​
Average
Equity Award
Adjustments
(b)
​ ​
Compensation
Actually Paid to
Non-PEO NEOs
​
​
2025
​ ​ ​ $ 1,213,261 ​ ​ ​ ​ $ (447,777) ​ ​ ​ ​ $ 262,326 ​ ​ ​ ​ $ 1,027,810 ​ ​
​
2024
​ ​ ​ $ 2,822,544 ​ ​ ​ ​ $ (2,180,503) ​ ​ ​ ​ $ (2,115,906) ​ ​ ​ ​ $ (1,473,865) ​ ​
​
2023
​ ​ ​ $ 2,618,696 ​ ​ ​ ​ $ (1,762,026) ​ ​ ​ ​ $ 1,114,369 ​ ​ ​ ​ $ 1,971,039 ​ ​
​
(a)
Represents the deduction from the “Average Reported Summary Compensation Table Total for Non-PEO NEOs” column for the average total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
(b)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
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​
Year
​ ​
Average
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Average
Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
​ ​
Average Fair
Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
​ ​
Year over
Year Average
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Average Fair
Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Average
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total
Average
Equity
Award
Adjustments
​
​
2025
​ ​ ​ $ 434,444 ​ ​ ​ ​ $ (60,844) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (111,274) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 262,326 ​ ​
​
2024
​ ​ ​ $ 367,448 ​ ​ ​ ​ $ (1,207,226) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 78,978 ​ ​ ​ ​ ​ (1,355,105) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (2,115,906) ​ ​
​
2023
​ ​ ​ $ 1,829,617 ​ ​ ​ ​ $ (633,278) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (81,970) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 1,114,369 ​ ​
​
(5)
Cumulative TSR is calculated by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between Ironwood’s share price at the end and the beginning of the measurement period, by (ii) Ironwood’s share price at the beginning of the measurement period.
​
(6)
The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. Net loss for the year ended December 31, 2023, included a non-recurring charge of approximately $1.1 billion related to acquired in-process research and development from the acquisition of VectivBio in the second quarter of 2023. We do not use net income (loss) as a performance metric in our compensation program to determine named executive officers’ compensation.
   
Named Executive Officers, Footnote
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. McCourt, our chief executive officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Summary Compensation Table elsewhere in this proxy statement for information on Mr. McCourt’s compensation.
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s non-PEO named executive officers, or NEOs, as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Gregory Martini and Tammi Gaskins; (ii) for 2024, Andrew Davis, Sravan Emany, John Minardo and Michael Shetzline; and (iii) for 2023, Andrew Davis, Sravan Emany, John Minardo and Michael Shetzline.
   
PEO Total Compensation Amount $ 1,948,390 $ 6,083,631 $ 7,583,812
PEO Actually Paid Compensation Amount $ 1,287,531 (4,486,801) 4,632,828
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (c) represent the “compensation actually paid” to the principal executive officer, or PEO, Mr. McCourt, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McCourt during the applicable years, and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise of equity awards, as applicable. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McCourt’s total compensation for each applicable year to determine the compensation actually paid:
​
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​
Year
​ ​
PEO Name
​ ​
Reported
Summary
Compensation
Table Total
for PEO
​ ​
Reported
Value of
Equity
Awards
(a)
​ ​
Equity Award
Adjustments
(b)
​ ​
Compensation
Actually
Paid to PEO
​
​
2025
​ ​
Thomas McCourt
​ ​ ​ $ 1,948,390 ​ ​ ​ ​ $ (411,696) ​ ​ ​ ​ $ (249,163) ​ ​ ​ ​ $ 1,287,531 ​ ​
​
2024
​ ​
Thomas McCourt
​ ​ ​ $ 6,083,631 ​ ​ ​ ​ $ (4,722,733) ​ ​ ​ ​ $ (5,847,699) ​ ​ ​ ​ $ (4,486,801) ​ ​
​
2023
​ ​
Thomas McCourt
​ ​ ​ $ 7,583,812 ​ ​ ​ ​ $ (5,974,255) ​ ​ ​ ​ $ 3,023,271 ​ ​ ​ ​ $ 4,632,828 ​ ​
​
(a)
Represents the deduction from the “Reported Summary Compensation Table Total for PEO” column for the total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the
vesting date (from the end of the prior year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Equity values are calculated in accordance with ASC 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
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​
Year
​ ​
PEO Name
​ ​
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
​ ​
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in
the Year
​ ​
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total Equity
Award
Adjustments
​
​
2025
​ ​
Thomas McCourt
​ ​ ​ $ 2,035,800 ​ ​ ​ ​ $ (878,128) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (957,128) ​ ​ ​ ​ $ (449,707) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (249,163) ​ ​
​
2024
​ ​
Thomas McCourt
​ ​ ​ $ 1,587,932 ​ ​ ​ ​ $ (8,178,834) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 743,203 ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (5,847,699) ​ ​
​
2023
​ ​
Thomas McCourt
​ ​ ​ $ 6,203,423 ​ ​ ​ ​ $ (2,858,574) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (321,578) ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 3,023,271 ​ ​
   
Non-PEO NEO Average Total Compensation Amount $ 1,213,261 2,822,544 2,618,696
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,027,810 (1,473,865) 1,971,039
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
​
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​
Year
​ ​
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
​ ​
Average
Reported Value
of Equity Awards
(a)
​ ​
Average
Equity Award
Adjustments
(b)
​ ​
Compensation
Actually Paid to
Non-PEO NEOs
​
​
2025
​ ​ ​ $ 1,213,261 ​ ​ ​ ​ $ (447,777) ​ ​ ​ ​ $ 262,326 ​ ​ ​ ​ $ 1,027,810 ​ ​
​
2024
​ ​ ​ $ 2,822,544 ​ ​ ​ ​ $ (2,180,503) ​ ​ ​ ​ $ (2,115,906) ​ ​ ​ ​ $ (1,473,865) ​ ​
​
2023
​ ​ ​ $ 2,618,696 ​ ​ ​ ​ $ (1,762,026) ​ ​ ​ ​ $ 1,114,369 ​ ​ ​ ​ $ 1,971,039 ​ ​
​
(a)
Represents the deduction from the “Average Reported Summary Compensation Table Total for Non-PEO NEOs” column for the average total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
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​
Year
​ ​
Average
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Average
Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
​ ​
Average Fair
Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
​ ​
Year over
Year Average
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Average Fair
Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Average
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total
Average
Equity
Award
Adjustments
​
​
2025
​ ​ ​ $ 434,444 ​ ​ ​ ​ $ (60,844) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (111,274) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 262,326 ​ ​
​
2024
​ ​ ​ $ 367,448 ​ ​ ​ ​ $ (1,207,226) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 78,978 ​ ​ ​ ​ ​ (1,355,105) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (2,115,906) ​ ​
​
2023
​ ​ ​ $ 1,829,617 ​ ​ ​ ​ $ (633,278) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (81,970) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 1,114,369 ​ ​
   
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_tsr-4c.jpg]    
Compensation Actually Paid vs. Net Income [MISSING IMAGE: bc_netincome-4c.jpg]    
Total Shareholder Return Amount $ 27.2 35.75 92.33
Net Income (Loss) $ 24,020,000.00 880,000 (1,031,560,000)
PEO Name Mr. McCourt    
Equity Awards Adjustments, Footnote The amounts deducted or added in calculating the equity award adjustments are as follows:
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​
Year
​ ​
PEO Name
​ ​
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
​ ​
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in
the Year
​ ​
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total Equity
Award
Adjustments
​
​
2025
​ ​
Thomas McCourt
​ ​ ​ $ 2,035,800 ​ ​ ​ ​ $ (878,128) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (957,128) ​ ​ ​ ​ $ (449,707) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (249,163) ​ ​
​
2024
​ ​
Thomas McCourt
​ ​ ​ $ 1,587,932 ​ ​ ​ ​ $ (8,178,834) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 743,203 ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (5,847,699) ​ ​
​
2023
​ ​
Thomas McCourt
​ ​ ​ $ 6,203,423 ​ ​ ​ ​ $ (2,858,574) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (321,578) ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 3,023,271 ​ ​
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
[MISSING IMAGE: bc_line-4c.jpg]
​
Year
​ ​
Average
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Average
Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
​ ​
Average Fair
Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
​ ​
Year over
Year Average
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Average Fair
Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Average
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total
Average
Equity
Award
Adjustments
​
​
2025
​ ​ ​ $ 434,444 ​ ​ ​ ​ $ (60,844) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (111,274) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 262,326 ​ ​
​
2024
​ ​ ​ $ 367,448 ​ ​ ​ ​ $ (1,207,226) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 78,978 ​ ​ ​ ​ ​ (1,355,105) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (2,115,906) ​ ​
​
2023
​ ​ ​ $ 1,829,617 ​ ​ ​ ​ $ (633,278) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ (81,970) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 1,114,369 ​ ​
   
Research and Development Expense     1,100,000,000
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (411,696) (4,722,733) (5,974,255)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (249,163) (5,847,699) 3,023,271
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,035,800 1,587,932 6,203,423
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (878,128) (8,178,834) (2,858,574)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (957,128) 743,203 (321,578)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (449,707)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (447,777) (2,180,503) (1,762,026)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 262,326 (2,115,906) 1,114,369
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 434,444 367,448 1,829,617
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (60,844) (1,207,226) (633,278)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (111,274) 78,978 (81,970)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,355,105)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We grant equity awards to our employees and directors on an annual basis. We also grant, upon a pre-determined election, fully vested shares to non-employee directors on a quarterly basis in lieu of a cash retainer. We may also grant equity awards to individuals upon hire, at the first election to the board of directors (with respect to non-employee directors), promotion, recognition or for retention purposes. We currently do not grant stock options, stock appreciation rights or similar option-like instruments, and only grant RSUs, PSUs, restricted stock awards and fully-vested shares. During the last fiscal year, neither our board of directors nor the compensation and HR committee took material nonpublic information into account when determining the timing or terms of equity awards, nor did we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method We grant equity awards to our employees and directors on an annual basis. We also grant, upon a pre-determined election, fully vested shares to non-employee directors on a quarterly basis in lieu of a cash retainer. We may also grant equity awards to individuals upon hire, at the first election to the board of directors (with respect to non-employee directors), promotion, recognition or for retention purposes. We currently do not grant stock options, stock appreciation rights or similar option-like instruments, and only grant RSUs, PSUs, restricted stock awards and fully-vested shares.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered During the last fiscal year, neither our board of directors nor the compensation and HR committee took material nonpublic information into account when determining the timing or terms of equity awards, nor did we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true