Bruce Cozadd
Jazz PharmaceuticalsAbout Bruce C. Cozadd
Bruce C. Cozadd is Chairperson and CEO of Jazz Pharmaceuticals; he has served as Chairperson and CEO since January 2012 and previously led Jazz Pharmaceuticals, Inc. as Chairperson and CEO from April 2009. He is 61, has been a director since 2003 (Class III, term expires 2026), holds a B.S. from Yale and an M.B.A. from Stanford, and plans to retire as CEO by the end of 2025 while continuing as Chairperson after a successor is appointed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals, Inc. | Executive Chairperson; later Chairperson & CEO | 2003–2009; 2009–2012 | Led transition to Jazz Pharmaceuticals plc post-Azur merger |
| ALZA Corporation (J&J) | EVP & COO; previously CFO; VP Corporate Planning & Analysis | 1991–2001 | Oversaw R&D, manufacturing, sales & marketing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACELYRIN, INC. | Director; Chairperson | Feb 2022–May 2025 | Board Chair until merger with Alumis Inc. |
| The Nueva School (non-profit) | Director | Current | Governance/education oversight |
| SFJAZZ (non-profit) | Director | Term expires Jun 30, 2025 | Arts/non-profit governance |
Board Governance
- Independence: Not independent due to executive role (Chairperson and CEO) .
- Committee assignments: None; not listed on any standing committees .
- Attendance and engagement: Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings during their service periods. Independent directors held regular executive sessions at each regular board meeting; all 12 directors attended the 2024 AGM .
- Leadership structure and counterbalance: Combined Chair/CEO role with Lead Independent Director (Rick E. Winningham) coordinating independent director activities, executive sessions, agenda input, and shareholder communications .
- Classified Board: Three classes with staggered terms; the structure emphasizes continuity but the proxy acknowledges entrenchment concerns and highlights Irish statutory removal rights as mitigation .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $1,196,621 | $1,203,514 (base rate increased to $1,211,400 effective March 2024) |
| Target Performance Bonus (% of Salary) | 110% | 110% |
| Target Total Cash Compensation ($) | $2,446,080 | $2,543,940 |
| Target Equity Compensation ($) | $12,600,000 | $12,600,000 |
Notes:
- Mr. Cozadd receives no additional director fees; director compensation table excludes him as an employee .
Performance Compensation
| Component | 2024 Detail | Vesting/Outcome |
|---|---|---|
| Actual Annual Bonus ($) | $1,492,445 (112% achievement of corporate objectives) | |
| RSU Grant (3/1/2024) | 50,187 RSUs; Grant date fair value $5,964,720 | |
| PSU Grant (3/1/2024) | Threshold 8,365; Target 50,187; Max 100,374 PSUs; Grant date fair value $6,834,968 | |
| 2022–2024 PSU Payout | Final payout 66% of target (71% preliminary × 93% TSR modifier; TSR 43rd percentile) |
Performance bonus corporate objectives (2024):
| Objective | Weighting | Actual Result | Multiplier | Corporate Achievement Contribution |
|---|---|---|---|---|
| Xywav net product sales | 10% | Above target: $1,473M | 118% | 12% |
| Combined Epidiolex/Epidyolex + Oncology net sales | 25% | Between threshold/target: $2,093M (as adjusted) | 98% | 24% |
| Xywav IH patients on therapy | 5% | Between threshold/target | 15% | 1% |
| Pipeline (top priority programs) | 40% | 7 of 8 achieved | 150% (capped) | 60% |
| Corporate development | 10% | Target met/partially achieved | 60% | 6% |
| Strategic add-ons | 24% combined caps | Not awarded | 0% | 0% |
| Non-GAAP adjusted operating margin | 5% | 42.8% vs 43.3% target | 79% | 4% |
| People & Patients | 5% | 4 of 5 achieved | 100% | 5% |
| Total corporate achievement | — | — | — | 112% |
2024–2026 PSU program metrics:
| Performance Goal | Target | Weighting | Notes |
|---|---|---|---|
| Epidiolex & Oncology Product Revenues | Confidential target | 33.33% | Revenue milestone rigor acknowledged by committee |
| Pipeline Value | 4 points | 33.33% | Points for Phase 3 progression or regulatory approval; max 1 per indication |
| Relative TSR | 50th percentile | 33.34% | Peer: Nasdaq Biotechnology Index; negative absolute TSR or ≤25th percentile caps vesting at 100% |
Director Compensation
| Component | Policy (2024) | Applies to Cozadd? |
|---|---|---|
| Annual board retainer | $75,000 cash to non-employee directors | No (employee) |
| Committee membership fees | Audit $15,000; Comp $12,500; Nominating $10,000; SMC $12,500 | No |
| Committee chair fees | Audit $25,000; Comp $25,000; Nominating $20,000; SMC $25,000 | No |
| Lead Independent Director | $50,000 | No |
| Annual RSU grant | Target $400,000 for non-employee directors | No |
| Compensation cap | $750,000; $1,350,000 for first-year appointees | No |
| Ownership guidelines | Non-employee directors: 5× annual cash retainer (5-year compliance window); all in compliance except recent joins | Not applicable to employee director |
Other Directorships & Interlocks
| Company | Type | Current/Past | Potential Interlock/Conflict |
|---|---|---|---|
| ACELYRIN, INC. | Public biopharma | Past (to May 2025) | None disclosed as related-party; ended with merger |
| The Nueva School | Non-profit | Current | Non-profit; no related-party issues disclosed |
| SFJAZZ | Non-profit | Current; term ends June 30, 2025 | Non-profit; no related-party issues disclosed |
No related-party transactions involving Mr. Cozadd were disclosed; the only related-party item was employment of a family member of another director (Laura Hamill) with total comp ~$416,000 in 2024 .
Expertise & Qualifications
- Founding leadership of Jazz, extensive biopharma operations, finance, and corporate development expertise; prior ALZA EVP/COO and CFO roles .
- Governance experience as Chairperson; succession planning underway with a Board Succession Committee leading the CEO search in 2025 .
Equity Ownership
| Metric | As of Date | Value |
|---|---|---|
| Beneficial ownership (shares) | May 12, 2025 | 849,462 (1.4% of outstanding) |
| Options exercisable within 60 days | May 12, 2025 | 511,500 shares |
| Unvested RSUs | Dec 31, 2024 | 50,187 shares (market value $6,180,529 at $123.15/share) |
| Unvested PSUs (target) | Dec 31, 2024 | 100,374 max potential; target 50,187 (market value $12,361,058 at $123.15/share) |
| Options outstanding (examples) | Various expirations | 130,000 @ $113.10 (exp 2/26/2030); 125,000 @ $140.03 (exp 2/27/2029); 92,500 @ $140.67 (exp 2/29/2028); 86,500 @ $136.18 (exp 3/1/2027); 77,500 @ $123.36 (exp 2/24/2026) |
| Hedging/pledging | Policy prohibits | Company-wide prohibition for directors and officers |
Governance Assessment
- Positive signals:
- Transparent pay-for-performance with detailed corporate objectives; 112% achievement and TSR-modified PSU outcomes (66% for 2022–2024), aligning payouts with performance .
- Clawback policy (Nov 2023), prohibitions on hedging/pledging, independent Compensation Committee with external consultant; say-on-pay ~91% approval at 2024 AGM .
- CEO transition with formal Succession Committee and 2025 timeline, reducing key-person risk .
- Potential risks/RED FLAGS to monitor:
- Combined Chair/CEO structure and non-independence; effectiveness hinges on Lead Independent Director oversight and executive session practice .
- Classified board structure can present entrenchment risk despite Irish statutory removal rights .
- High equity-based compensation magnitude; continued scrutiny warranted on PSU metrics rigor and TSR peer set calibration .
Additional context: Pay-versus-performance disclosure shows PEO “compensation actually paid” and TSR relative to peers; in 2024, JAZZ TSR index value was 82.50 versus peer group 118.20, with revenues $4,068,950k and net income $560,120k, framing performance context for incentive outcomes .