Jennifer Cook
Jazz PharmaceuticalsAbout Jennifer E. Cook
Jennifer E. Cook (age 59) is an independent director at Jazz Pharmaceuticals, serving since December 2020; she chairs the Compensation and Management Development Committee and serves on the Science and Medicine Committee . She previously served as CEO of GRAIL (2018–2019) and spent 25 years at Roche/Genentech in senior leadership roles across U.S. commercial, European commercial, and global clinical operations; she holds a B.A. and M.S. (Stanford) and an MBA (UC Berkeley Haas) and was recognized as HBA Woman of the Year in 2016 . Jazz’s board has affirmatively determined that all current directors other than the CEO are independent under Nasdaq standards, which includes Ms. Cook .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GRAIL, Inc. | Chief Executive Officer | Jan 2018 – Jun 2019 | Led early cancer detection diagnostics company |
| Roche/Genentech | Various senior roles (U.S. Immunology & Ophthalmology BU Head; Head of Roche Europe Commercial; Global Head of Clinical Operations) | 1990s–2017 (25 years) | Full lifecycle leadership from development to commercialization |
| Jennifer Cook Consulting | Principal (Founder) | Jul 2019 – present | Strategy and operating advisory |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Denali Therapeutics Inc. | Non‑Executive Director | Not disclosed | Public company director |
| BridgeBio Pharma, Inc. | Non‑Executive Director | Not disclosed | Public company director |
Board Governance
- Committee assignments: Chair, Compensation and Management Development Committee; Member, Science and Medicine Committee (SMC) .
- Committee activity (2024): Compensation Committee met 5 times; SMC met 4 times .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Ms. Cook is listed as an “Independent Director” in the nominee bio .
- Attendance: The Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all 12 directors attended the 2024 AGM .
- Board evaluation: The Board used an independent third‑party advisor to facilitate a targeted assessment in 2024 (interviews with each director, workshop, findings presented in executive session) .
- Director commitments/overboarding policy: Max 5 public boards (3 for sitting public-company CEOs); monitoring and pre‑approval required; all directors are in compliance. Ms. Cook serves on two other public boards (Denali, BridgeBio) and is within policy .
Fixed Compensation
| Component (Policy – 2024) | Annual Amount (USD) | Notes |
|---|---|---|
| Board retainer (all independent directors) | $75,000 | Paid quarterly |
| Compensation Committee member | $12,500 | Paid quarterly |
| Compensation Committee chair (additional) | $25,000 | Increased from $22,500 effective Apr 25, 2024 |
| SMC member | $12,500 | Paid quarterly |
| Transaction Committee member/chair | $2,500/$5,000 per meeting (caps apply) | Ad hoc approvals |
| Director Compensation – Fiscal 2024 (Actual) | Cash Fees (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Jennifer E. Cook | $111,692 | $422,573 | $534,265 |
Additional policy details:
- Annual equity grant for continuing non‑employee directors: RSUs with $400,000 target grant date value, granted at the AGM; shares determined using 30‑day average price; vest on first anniversary (accelerated vesting at AGM upon term end/non‑reelection) .
- Compensation cap: Aggregate director compensation ≤ $750,000 per year (or $1,350,000 if first appointed/elected during the year) .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Time‑based RSUs (no PSU for directors) | None (no performance metrics for director equity) | Typically 1‑year vest from AGM grant date; accelerated in specified circumstances |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Denali Therapeutics Inc. | Non‑Executive Director | No related‑party transactions with Jazz involving Ms. Cook disclosed . |
| BridgeBio Pharma, Inc. | Non‑Executive Director | No related‑party transactions with Jazz involving Ms. Cook disclosed . |
Expertise & Qualifications
- 30+ years biopharma leadership spanning clinical operations, U.S. and European commercial leadership, and C‑suite roles; recognized HBA Woman of the Year (2016) .
- Education: B.A., M.S. (Stanford); MBA (UC Berkeley Haas) .
- Skills matrix indicates public company board experience, C‑suite/management, industry expertise, M&A/corporate development, commercial, scientific/R&D, public policy/regulation, and human capital experience .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of May 12, 2025) | 11,879 shares (less than 1%) |
| Options exercisable within 60 days (included in above) | 6,475 shares |
| Outstanding equity at 12/31/2024 | 6,475 options; 3,731 RSUs |
| Ownership guidelines | 5x annual cash retainer within 5 years |
| Compliance with guidelines | In compliance as of Apr 1, 2025 (newer directors Kennedy and Hamill excluded) |
| Hedging/pledging | Prohibited by insider trading policy |
Governance Assessment
- Strengths
- Independent director with deep operating and scientific-commercial breadth; chairs Compensation Committee and serves on SMC—positions central to pay-for-performance oversight and R&D risk governance .
- Strong alignment policies: 5x retainer ownership guideline (in compliance), anti‑hedging/pledging, and a clawback policy adopted in Nov 2023 .
- Shareholder support for Say‑on‑Pay (≈91% at 2024 AGM) and active engagement program (outreach to top 20 holders representing ~57% of shares; meetings with holders representing ~22%)—supportive backdrop for compensation leadership .
- Watchpoints
- Board remains classified; the company acknowledges some investors view this as potential entrenchment risk, though notes removal rights under Irish law; continued refreshment and evaluation mitigate risk—relevant context for a comp chair amid CEO succession in 2025 .
- Time commitments: Ms. Cook sits on two other public boards, within policy (≤5) and monitored by the Nominating Committee; continue to watch workload as comp chair during CEO transition and strategy execution .
- No related‑party transactions involving Ms. Cook disclosed; continue to monitor for any consulting engagements between Jazz and her private consulting firm (none disclosed) .
Notes on Director Compensation Structure
- 2024 director RSU grants for continuing non‑employee directors covered 3,731 shares; Ms. Cook’s 2024 stock award grant‑date fair value was $422,573 (FASB ASC 718) .
- Cash components for 2024 follow policy (retainer plus committee fees) with chair fees increased in April 2024; Ms. Cook’s actual cash fees were $111,692 .
- Travel/expense reimbursement is permitted; tax equalization on reimbursements applies only if Irish tax is imposed—none paid in 2024 .
Related‑Party Transactions and Conflicts
- The proxy discloses a related‑party employment for a family member of director Laura J. Hamill; otherwise, no related‑person transactions since Jan 1, 2024 are disclosed—none involving Ms. Cook .
- Related‑party review is governed by an Audit Committee–administered policy requiring approval/ratification and recusals where appropriate .
Say‑on‑Pay & Shareholder Feedback (Context for Comp Chair)
- 2024 Say‑on‑Pay received approximately 91% support; the company conducts regular outreach and reports generally positive feedback on executive compensation practices .
- Compensation Committee uses independent consultant Aon; committee comprised solely of independent directors and met in executive sessions without management .