Laura Hamill
Jazz PharmaceuticalsAbout Laura J. Hamill
Independent director at Jazz Pharmaceuticals since July 2024; Class I; term expires at the 2027 AGM. Age 60. Member of the Compensation and Management Development Committee. Brings 35+ years of biopharma commercial leadership (Amgen, Gilead), with international operating experience; B.S. in Business Administration (Marketing), University of Arizona .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences | Executive Vice President, Worldwide Commercial Operations | 2018–2019 | Led global commercial operations |
| Amgen | Senior Vice President, U.S. Commercial Operations; previously Head of International Marketing & Business Operations (Zug, CH); SVP Intercontinental Region (26 countries) | 2002–2018 | Global and U.S. commercial leadership |
| Immunex (acquired by Amgen) | VP & GM, Inflammation BU | 2000–2007 | U.S. business unit leadership |
| Klemtner (biopharma advertising) | Senior management roles | 1995–2000 | Commercial/marketing leadership |
| Hoffmann-La Roche | Product management, business analysis, field sales | 1988–1995 | Early commercial roles |
External Roles
| Organization | Status | Role | Since/Through |
|---|---|---|---|
| Y-mAbs Therapeutics, Inc. | Public | Director | Since Apr 2020 |
| BB Biotech AG | Public | Director | Since Mar 2022 |
| Unchained Labs | Private | Director | Current |
| LaunchTX (Carlyle healthcare) | Private | Advisor | Current |
| Acceleron Pharma Inc. | Public (prior) | Director | Sep 2019–Jun 2023 |
| AnaptysBio, Inc. | Public (prior) | Director | Sep 2020–Dec 2021 |
| Pardes Biosciences, Inc. | Public (prior) | Director | Jul 2021–Aug 2023 |
| Scilex Holding Company | Public (prior) | Director | Nov 2022–Aug 2023 |
Board Governance
- Committee assignments: Member, Compensation and Management Development Committee (Chair: Jennifer E. Cook). Compensation Committee held 5 meetings in 2024 .
- Independence: Board has determined all current directors other than the CEO are independent under Nasdaq standards; Hamill is listed as an independent director .
- Attendance: In 2024, the Board met 10 times; each director attended at least 75% of Board and committee meetings during periods served. All 12 directors attended the 2024 AGM. Independent directors met in executive session at each regular Board meeting .
- Board structure: Classified Board (three classes) with lead independent director (Rick Winningham) and regular executive sessions; standing committees are entirely independent directors .
- Director commitments policy: Cap of five public boards (including Jazz); directors must obtain prior approval before joining additional boards; Board monitors overboarding annually. Current directors are in compliance .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (independent directors) | $75,000 per year | |
| Compensation Committee membership fee | $12,500 per year (Chair: +$25,000 in addition to membership retainer) | |
| 2024 cash fees – Hamill (partial year) | $38,029 | |
| Director compensation cap | $750,000 per AGM cycle; $1,350,000 if first appointed during the period |
Notes: Committee cash is paid quarterly; ad hoc Transaction Committee has per-meeting fees (not applicable here) .
Performance Compensation
| Equity Vehicle | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Source |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Aug 2, 2024 | 3,731 | 422,573 | Vest in full on first anniversary of the 2024 AGM (subject to continuous service) |
- Director equity program: Non-employee directors receive an annual RSU targeted at $400,000; share count set using the 30-day average share price. Continuing annual grants vest in full on the first anniversary of the AGM in the year granted; prorated grants may be used for mid-year appointments .
- Change-in-control: Under the 2007 Directors Plan, awards may accelerate if not assumed in a corporate transaction or if a non-employee director must resign or is removed in connection with a change in control .
Other Directorships & Interlocks
- Current public boards: Y-mAbs Therapeutics, Inc.; BB Biotech AG .
- Private roles: Unchained Labs (director); LaunchTX (advisor) .
- No disclosed interlocking directorships with Jazz’s compensation consultants or auditors. Related-party item noted below .
Expertise & Qualifications
- 35+ years of biopharma commercial leadership across U.S. and international markets; prior EVP Worldwide Commercial Operations at Gilead; senior leadership roles at Amgen/Immunex; early career at Roche. Brings deep commercial, market access, and global operating experience .
- Current and prior public company board experience (U.S. and Europe), adding governance depth and investor perspective .
Equity Ownership
| Measure | Amount | Source |
|---|---|---|
| Beneficial ownership (ordinary shares) | 1,500 | |
| Percent of shares outstanding | <1% | |
| RSUs outstanding (unvested) | 3,731 | |
| Stock options outstanding | 0 (not listed for Hamill) | |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors and employees | |
| Director ownership guideline | 5x annual cash retainer within 5 years of joining Board | |
| Compliance status (as of Apr 1, 2025) | New director—must reach guideline by end of fiscal year of 5th anniversary |
Governance Assessment
- Strengths
- Independent director with significant global commercial expertise and multi-board experience; contributes to Compensation Committee oversight on pay and succession planning .
- Alignment mechanisms: annual RSUs, ownership guidelines (5x retainer), anti-hedging/pledging policy .
- Strong shareholder support for pay program (91% Say-on-Pay approval at 2024 AGM) and ongoing shareholder engagement with top holders (outreach to top 20 representing ~57% of shares; meetings with holders representing ~22%) .
- Watch items / potential conflicts
- Related-party transaction: A family member of Ms. Hamill is employed by Jazz; total 2024 compensation approx. $416,000; not an executive officer; compensation set per normal policies. This is disclosed and subject to the company’s related-person transaction review overseen by the Audit Committee .
- Ownership is modest as of May 12, 2025 (1,500 shares), but consistent with a new director and subject to a 5-year guideline compliance window .
- Engagement and attendance
- Board met 10 times in 2024; each director attended ≥75% of meetings during periods served; independent directors held executive sessions at each regular meeting; all directors attended the 2024 AGM—indicative of active oversight and engagement .
Compensation Structure Details (for context)
| Program Element | Key Terms | Source |
|---|---|---|
| Cash retainers | $75,000 base; committee memberships: Audit $15,000; Compensation $12,500; Nominating $10,000; SMC $12,500; Committee Chairs: Audit +$25,000; Compensation +$25,000; Nominating +$20,000; SMC +$25,000 | |
| Annual equity | RSUs targeted at $400,000; share count uses 30-day average price; annual grants at AGM (or prorated for mid-year appointments); full vest on first anniversary of AGM | |
| Compensation cap | $750,000 per AGM cycle; $1,350,000 if first appointed during the cycle | |
| Education & expenses | Reimbursement for director continuing education (one governance and one healthcare program per year); travel reimbursement; no 2024 Irish tax equalization on reimbursements |
Director Compensation – 2024 (Actuals)
| Item | 2024 Amount ($) | Source |
|---|---|---|
| Fees earned or paid in cash | 38,029 | |
| Stock awards (grant-date fair value) | 422,573 | |
| Total | 460,602 | |
| RSUs granted (shares) | 3,731 |
Related Party Transactions (Conflict Review)
- A family member of Ms. Hamill is employed by Jazz; total 2024 compensation (cash + equity) approximately $416,000. The employee is not an executive officer and was compensated under company-wide policies. The company’s Related Party Transaction Policy requires Audit Committee review/approval; directors with interests must recuse from discussions/votes .
Compensation Committee Analysis (context for her committee work)
- Membership/leadership: Chair—Jennifer E. Cook; Members—Patrick G. Enright, Laura J. Hamill, Anne O’Riordan; 5 meetings in 2024 .
- Responsibilities: CEO and executive pay, plan design, risk review, succession oversight, director pay recommendations, CD&A disclosure .
- Independent advisor: Aon Human Capital Solutions serves as independent consultant to the committee; retained annually since 2010 .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: ~91% approval at the 2024 AGM .
- Shareholder engagement: Outreach to top 20 institutional holders (~57% of outstanding shares); meetings held with holders representing ~22%. Feedback showed general satisfaction; no material concerns on executive compensation reported .
Equity Plan Protections & Policies
- Anti-hedging/pledging by directors and employees prohibited .
- Clawback policy adopted Nov 2023 (applies to incentive compensation; company references under Executive Compensation) .
- Director equity acceleration upon certain corporate transactions/change-in-control as described in the 2007 Directors Plan .
Summary Implications for Investors
- Governance positives: Independent director with deep commercial and international expertise; active on the Compensation Committee; aligned through annual RSU grants and robust stock ownership guidelines; strong shareholder support for pay program .
- Monitoring items: Related-party employment of a family member is disclosed and governed by formal review; ownership still building given recent appointment, within guideline timelines .