Kenneth O’Keefe
Jazz PharmaceuticalsAbout Kenneth W. O’Keefe
Kenneth W. O’Keefe, age 58, is an independent director of Jazz Pharmaceuticals. He has served on the board since 2004 (including service on the predecessor company’s board) and is currently a member of the Audit Committee. O’Keefe founded BPOC, LLC (healthcare private equity) and served as Managing Director (1996–2010) and CEO (2010–2018); he is now Founder and Advisor. He holds a B.A. from Northwestern University and an M.B.A. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BPOC, LLC (healthcare PE) | Managing Director | Jan 1996 – Jan 2010 | Co-founded firm; led healthcare investing |
| BPOC, LLC (healthcare PE) | Chief Executive Officer | Jan 2010 – Jan 2018 | Firm leadership; healthcare investing |
| BPOC, LLC (healthcare PE) | Founder and Advisor | Jan 2018 – Present | Ongoing advisory to healthcare investments |
| Jazz Pharmaceuticals (JAZZ) | Director (Independent) | 2004 – Present | Former Audit Committee Chair; current Audit Committee member |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Several privately-held healthcare companies | Director | Private | Serves/has served on audit committees of several healthcare companies |
| — | — | Public | Other current public company boards: None |
Board Governance
- Status and tenure: Independent director; director since 2004; Class I; current term expires 2027 .
- Committees: Audit Committee member; recognized by the board as an “Audit Committee financial expert” along with other members .
- Independence and leadership: The board has determined all current directors other than the CEO are independent; Rick E. Winningham serves as Lead Independent Director .
- Attendance and engagement: In 2024, the board met 10 times and each director attended at least 75% of board and committee meetings; independent directors hold regular executive sessions, generally at each regular board meeting; all 12 directors then in office attended the 2024 AGM .
- Committee activity: Audit Committee held 4 meetings in 2024 .
Fixed Compensation (Non‑Employee Director)
| Component (Policy for 2024) | Amount | Source/Notes |
|---|---|---|
| Annual Board retainer (independent directors) | $75,000 | Paid quarterly |
| Audit Committee member retainer | $15,000 | Paid quarterly |
| Committee chair retainers (if applicable) | Audit: +$25,000; Comp: +$25,000; Nominating: +$20,000; SMC: +$25,000 | Not applicable to O’Keefe in 2024 |
| Transaction Committee fees (if applicable) | $2,500/meeting (member), up to $10,000; Chair +$5,000/meeting, up to $20,000 | Ad hoc |
| Aggregate cap (cash+equity) | $750,000 per director per AGM cycle ($1,350,000 if first appointed mid‑cycle) |
| Director | 2024 Fees Earned (Cash) | 2024 Stock Awards (Grant‑date FV) | 2024 Total |
|---|---|---|---|
| Kenneth W. O’Keefe | $90,000 | $422,573 | $512,573 |
Performance Compensation (Equity for Directors)
| Item | Detail | Source/Notes |
|---|---|---|
| Annual equity type | RSUs under 2007 Directors Plan | |
| 2024 standard grant | 3,731 RSUs to each continuing non‑employee director | |
| 2024 grant date and valuation approach | August 2, 2024; measured at closing price on grant date (FASB ASC 718) | |
| Vesting | Annual director RSUs vest in full on first anniversary of the AGM (service‑based; accelerated in certain AGM retirement/resignation scenarios) | |
| Options for directors (legacy/outstanding) | As of 12/31/2024, O’Keefe held 25,550 options outstanding; also 3,731 RSUs outstanding | |
| CIC/Corporate transaction treatment (directors plan) | If not assumed/continued/substituted, awards may accelerate/terminate; non‑employee director awards accelerate if removal or resignation required in specified change in control; post‑termination option exercise windows defined |
Note: Director equity awards are time‑based; there are no performance metrics (PSUs/TSR) for non‑employee director grants .
Other Directorships & Interlocks
| Type | Entity | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Public boards | None | — | No current public interlocks disclosed |
| Private boards | Several privately-held healthcare companies | Director / Audit committee service | Transactions with related parties are reviewed under Jazz’s Related Party Transaction Policy; no O’Keefe-related transactions disclosed in 2024–2025 proxies |
Expertise & Qualifications
- Financial and accounting expertise; recognized Audit Committee financial expert; extensive experience analyzing and evaluating financial statements and managing private equity investments .
- Deep healthcare investing/boardroom experience via BPOC and service on audit committees at healthcare companies .
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| May 12, 2025 | 53,234 | <1% | Includes options exercisable within 60 days (see footnote) |
| May 1, 2024 | 54,943 | <1% | — |
| Mar 31, 2023 | 53,623 | <1% | — |
| Mar 31, 2016 | 42,326 | <1% | — |
| Mar 15, 2014 | 32,374 | <1% | — |
- Options exercisable within 60 days of May 12, 2025: 25,550 (O’Keefe) .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging company securities, mitigating pledge/hedge alignment risk .
- Director stock ownership guidelines: 5x annual cash retainer within 5 years; as of April 1, 2025, all non‑employee directors were in compliance except the two newest directors (not including O’Keefe) .
Governance Assessment
Key findings:
- Committee roles and effectiveness: O’Keefe serves on the Audit Committee and is designated an Audit Committee financial expert, signaling strong oversight capacity in financial reporting, controls, and risk review. Audit met 4 times in 2024, with additional informal consultations with finance leadership—evidence of active oversight .
- Independence and engagement: Independent director; board confirms independence of all non‑employee directors. Attendance exceeded the 75% threshold; independent directors meet in regular executive sessions, supporting independent oversight. All directors attended the 2024 AGM .
- Compensation alignment: Director pay mix emphasizes equity via annual RSUs (~$400k target grant); O’Keefe’s 2024 mix was ~$90k cash and ~$423k equity, within the $750k cap. Equity is time‑based (not performance), standard for directors; ownership guideline (5x retainer) fosters alignment and O’Keefe is in compliance per policy status .
- Conflicts/related parties: No O’Keefe‑related party transactions disclosed. Related party oversight resides with the Audit Committee under a formal policy, and the insider policy prohibits hedging/pledging, reducing alignment risks .
- Shareholder confidence signals: Company reported timely Section 16 filings in 2024, except for a separate late filing by an officer (not O’Keefe). Say‑on‑pay support at 2024 AGM was ~91%, indicating broad shareholder support for compensation practices .
- Structural considerations: The classified board can raise entrenchment concerns, but the company cites Irish law remedies and emphasizes independence, regular executive sessions, and board refreshment; LID role defined and active .
Overall, O’Keefe brings substantial financial oversight and healthcare investing expertise, with clean related‑party profile, strong attendance, and equity ownership aligned by guideline. The risk profile is mitigated by anti‑hedging/pledging, a clawback policy, and robust related‑party review, with no disclosed red flags specific to O’Keefe .