Jennifer Cook

About 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

External Roles

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

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

Other Directorships & Interlocks

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

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 .