Heather Ann McSharry
Jazz PharmaceuticalsAbout Heather Ann McSharry
Independent director at Jazz Pharmaceuticals since 2013; currently chairs the Nominating & Corporate Governance Committee and serves on the Audit and Transaction Committees. Age 63, educated at University College Dublin (BComm, MBS). Background includes senior leadership in consumer healthcare and finance; designated by the Board as an Audit Committee financial expert. Tenure runs through Class III term expiring at the 2026 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reckitt Benckiser (Ireland) | Managing Director, Ireland | 2006–2009 | Commercial leadership in consumer health/hygiene |
| Boots Healthcare | Various roles; Managing Director, Boots Healthcare Ireland | 1989–2006 | P&L leadership in consumer healthcare |
| CRH plc | Non-executive Director | 2012–2021 | Board service at global building materials leader |
| Greencore Group plc | Non-executive Director | 2013–2021 | Board service, food industry |
| Bank of Ireland | Non-executive Director | 2007–2011 | Financial services governance |
| IDA Ireland | Director | 2010–2014 | Economic development agency governance |
| Uniphar plc | Non-executive Director | 2019–2020 | Healthcare distribution governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| International Consolidated Airlines Group, S.A. (IAG) | Non-executive Director; Senior Independent Director | NED since 2020; SID since Jun 2022 | Current public company directorship; SID responsibilities include investor liaison and board effectiveness |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined all current directors other than CEO are independent; McSharry is independent . |
| Committees | Nominating & Corporate Governance (Chair); Audit (Member); Transaction Committee (Member) . |
| Financial Expertise | Board designated McSharry as an “Audit Committee financial expert” . |
| Attendance | In 2024, the Board met 10 times; each director attended ≥75% of Board and applicable committee meetings; all 12 directors attended the 2024 AGM . |
| Executive Sessions | Independent directors met in executive session at each regular board meeting in 2024 . |
| Overboarding & Time Commitments | Policy limits ≤5 public boards (≤3 for sitting public-company CEOs); all directors in compliance . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Cash retainer + committee fees (policy below) |
| Policy: Board Retainer | $75,000 | Annual for all independent directors |
| Policy: Audit Committee Member | $15,000 | Additional annual cash |
| Policy: Nominating Chair | $20,000 | Additional annual cash |
| Policy: Transaction Committee | $2,500 per meeting, up to $10,000; Chair +$5,000/mtg, up to $20,000/yr | Ad hoc |
Performance Compensation (Director Equity)
Non-employee directors receive time-based RSUs (no performance metrics); grants vest on the first anniversary of the AGM (or pro rata for initial grants). Actual 2024 grant: 3,731 RSUs for each non-employee director.
| Equity Award | Grant/Value | Shares/Structure | Vesting |
|---|---|---|---|
| 2024 Annual RSU (Director) | $422,573 | 3,731 RSUs (per director in 2024) | Vests in full on first AGM anniversary; annual automatic grant at AGM; target grant date value $400,000 determined by 30-day average share price |
| Director Equity Plan | — | Awards under 2007 Directors Plan | RSUs for directors; options legacy terms described; forfeiture/acceleration per plan |
No performance-vesting equity is awarded to non-employee directors; PSU metrics apply to executives, not directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| IAG | Airlines | NED; Senior Independent Director | No related-party transactions disclosed involving McSharry; general related-party disclosure includes only an employee related to another director (Hamill) . |
| Prior: CRH, Greencore, Bank of Ireland, IDA Ireland, Uniphar | Materials, Food, Finance, Development Agency, Healthcare distribution | Former Non-exec roles | Historic roles; no current disclosed conflicts with Jazz . |
Expertise & Qualifications
- Governance and risk: Crisis management, risk oversight, and financial services expertise highlighted in biography; chairs Nominating & Corporate Governance; oversees ESG, compliance, ERM at Board level via committee mandate .
- Financial acumen: Audit Committee member; designated financial expert by the Board .
- Industry breadth: Senior leadership across healthcare consumer products; cross-industry perspective from airlines, materials, finance .
- Education: BComm, MBS (University College Dublin) .
Equity Ownership
| Category | Detail |
|---|---|
| Outstanding Equity (12/31/2024) | 25,550 stock options; 3,731 RSUs outstanding . |
| Director Ownership Guidelines | 5x annual cash retainer within 5 years; as of Apr 1, 2025, all directors compliant except two recent appointees (Kennedy, Hamill) — implies McSharry is in compliance . |
| Hedging/Pledging | Prohibited by insider trading policy for directors and officers . |
Governance Assessment
-
Positives
- Independent director with deep governance experience; chairs Nominating & Corporate Governance and is an Audit Committee financial expert — strengthens oversight of risk, ESG, compliance, and financial reporting .
- Strong engagement signals: ≥75% attendance; full Board attendance at AGM; regular executive sessions of independent directors .
- Alignment: Director compensation tilted toward equity (2024: $422,573 equity vs $120,000 cash), plus 5x ownership guideline and anti-hedging/pledging policy bolster shareholder alignment .
- No related-party transactions disclosed involving McSharry; Board-wide related-party review overseen by Audit Committee .
- Overboarding policy and current compliance reduce time-commitment risk .
-
Watch items
- Company maintains a classified board structure, which some investors view as entrenchment; the Board cites strategic continuity and notes Irish-law removal rights as mitigants .
- Multiple external roles (including SID at IAG) necessitate continued monitoring for time commitments, though current policy compliance is affirmed .
-
Shareholder sentiment
- Say-on-Pay support at 2024 AGM was ~91%, indicating generally positive investor sentiment toward compensation governance; independent directors participate in shareholder engagement .
Appendix: Director Compensation Detail (FY2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (RSUs) | $422,573 |
| Total | $542,573 |
Appendix: Committee Membership Summary (as of June 1, 2025)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Audit | Member; Board-designated Audit Committee financial expert |
| Transaction Committee | Member (ad hoc) |