Liz Henderson
Jazz PharmaceuticalsAbout Liz Henderson
Liz Henderson is Senior Vice President, Technical Operations at Jazz Pharmaceuticals, appointed in August 2023; she is 53 and holds a B.Sc. in Analytical Chemistry from Dublin City University, Ireland . Prior to Jazz, she led global technical operations and manufacturing at Merck KGaA, and held manufacturing leadership roles at Amgen and Pfizer . Company performance over her tenure shows revenue rising from $3,834.2M in FY 2023 to $4,068.9M in FY 2024, with net income improving from $414.8M to $560.1M; EBITDA increased from $1,449.4M to $1,521.7M,* while the 2022–2024 PSU cycle paid 66% of target due to a 43rd percentile relative TSR, evidencing disciplined pay-for-performance alignment . For 2024, corporate bonus objectives were achieved at 112% of target, impacting NEO payouts and reflecting strong goal attainment .
Values retrieved from S&P Global for metrics marked with an asterisk.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck KGaA (Healthcare Business) | Senior Vice President, APAC Region | May 2020 – Jul 2023 | Led APAC regional operations and strategy, including sustainability initiatives |
| Merck UK & ROI | General Manager and Managing Director | Oct 2018 – May 2020 | P&L leadership across UK & Ireland businesses |
| Merck KGaA (Healthcare) | Executive Vice President, Head of Global Technical Operations | Nov 2016 – Oct 2018 | Global technical operations leadership across portfolio |
| Merck KGaA (Healthcare) | Senior Vice President, Global Pharma Manufacturing | Apr 2015 – Nov 2016 | Oversaw global pharma manufacturing network |
| Merck Life Science (Merck KGaA) | Vice President, Global Operations | Dec 2008 – Mar 2015 | Advanced global operations in life sciences |
| Amgen | Manufacturing leadership roles | 2006 – 2007 | Manufacturing leadership in biotechnology |
| Pfizer | Manufacturing leadership roles | 1998 – 2006 | Manufacturing leadership in pharma |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
| Component | Key Features | Purpose |
|---|---|---|
| Base Salary | Fixed cash; reviewed annually; generally effective around March 1; no guaranteed increases | Competitive pay reflective of role skills and experience |
| Performance Bonus Award | Variable “at-risk” cash tied to pre-established financial/strategic objectives; targets set annually; CEO bonus capped at 200% of target; other NEOs capped at 300% | Incentivizes achievement of key corporate objectives aligned to strategy |
| Long-Term Incentive Compensation | Annual mix of PSUs (50%) with 3-year performance period and RSUs (50%) vesting over 4 years; grants generally in Q1 or on hire/promotion | Fosters ownership; links pay to long-term success and peer-relative TSR; manages dilution |
Performance Compensation
Annual Performance Bonus (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Corporate objectives (annual bonus program) | Not disclosed | 100% of target | 112% of target | 112% of target | Cash paid shortly after year-end |
PSU Program (2024–2026)
| Performance Goal | Target | Weighting |
|---|---|---|
| Epidiolex and Oncology Product Revenues | Not disclosed (confidential commercial/financial information) | 33.33% |
| Pipeline Value (points) | 4 points (clinical/regulatory milestones per indication) | 33.33% |
| Relative TSR | 50th percentile vs. Nasdaq Biotechnology Index peer group | 33.34% |
- Payout range: 50% (threshold) to 200% (stretch), linear interpolation; capped at 100% if absolute TSR is negative or relative TSR ≤25th percentile .
- 2022–2024 PSU cycle paid 66% of target due to 43rd percentile relative TSR and achievement of commercial/development goals .
Equity Ownership & Alignment
| Policy | Detail |
|---|---|
| Ownership Guidelines (Executives) | CEO: 6x base salary; EC members who are Section 16 officers: 2x base; other EC members: 1x base; five years to meet; shares counted include vested/earned RSUs/PSUs, retained shares, ESPP, trust-held shares |
| Compliance Snapshot | As of Mar 1, 2025, all NEOs other than Ms. Pearce were in compliance; Ms. Pearce has five years from appointment; Ms. Carr is not on EC and not subject to guidelines |
| Anti-Hedging/Pledging | Hedging and pledging of company securities prohibited for directors, executive officers and employees |
| Clawback | Nasdaq/SEC-compliant clawback adopted Nov 2023; recovery of erroneously awarded incentive comp upon restatement; applies to compensation received on or after Oct 2, 2023 |
Employment Terms
| Plan/Provision | Trigger | Cash Severance | COBRA Coverage | Equity Treatment | Tax Treatment | Notes |
|---|---|---|---|---|---|---|
| Change in Control Plan (double-trigger) | Involuntary termination without cause or constructive termination within 12 months post-CIC | Lump sum equals: applicable base salary × applicable % + (base × applicable bonus % × applicable %) + proration for year of termination | Up to 18 months for Senior Vice Presidents and EVPs (24 months for CEO; 12 months for VPs), if timely elect coverage | Full acceleration of outstanding equity awards (options and other equity) | No excise tax gross-up; best-after-tax reduction applied if 280G “parachute” payments arise | Applicable % is 150% for SVPs and above; 200% for CEO/president; 100% for VPs |
| Severance Plan (non-CIC) | Involuntary termination without cause, not within 12 months post-CIC; effective April 2025 for EC members other than CEO | Provides severance benefits; quantum less than CIC plan | Full payment of applicable COBRA premiums for specified period per plan | Pro-rata vesting for certain PSUs; RSUs per plan terms; subject to clawback | No excise tax gross-up; same best-after-tax analysis as CIC plan | Requires release; benefits denied upon certain misconduct or non-compliance |
| Equity Grant Timing Policy | Grants to executive officers occur on second trading day after filing next 10-Q/10-K following approval; new hires (non-execs) grant on third business day of month after hire | — | — | — | — | Company does not grant options or similar instruments with option-like features; no repricing policies to disclose |
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | $3,834.2 | $4,068.9 |
| Net Income ($USD Millions) | $414.8 | $560.1 |
| EBITDA ($USD Millions)* | $1,449.4* | $1,521.7* |
Values retrieved from S&P Global for metrics marked with an asterisk.
- Annual pay-for-performance highlights: 2024 bonus achievement at 112% of target; 2022–2024 PSU payout at 66% of target due to TSR ranking and objective performance .
- Governance and shareholder feedback: 2024 say-on-pay approved with ~91% of votes cast, indicating strong shareholder support .
Investment Implications
- Alignment: The long-term incentive mix (50% PSUs/50% RSUs) and rigorous PSU metrics (product revenues, pipeline milestones, peer-relative TSR) tightly link senior executive compensation to multi-year value creation and market performance, with caps when TSR is negative or below the 25th percentile, reducing windfall risk .
- Retention and termination economics: As an SVP, Henderson would be covered by “double-trigger” CIC severance (150% applicable base salary plus bonus component, 18 months COBRA, full equity acceleration) and a separate non-CIC Severance Plan adopted in April 2025 with lower benefits, collectively supporting retention through corporate transitions while avoiding excise-tax gross-ups .
- Trading signals: Anti-hedging/pledging and ownership guidelines constrain detrimental alignment behaviors; equity grant timing policy mitigates MNPI timing risks, while 2022–2024 PSU payout at 66% and 2024 bonus achievement at 112% reflect disciplined incentive outcomes tied to tangible performance, suggesting credible execution in operations and supply under Henderson’s remit .
- Execution risk: Confidential revenue targets within PSU design, coupled with pipeline point scoring and peer TSR modifiers, indicate stretch expectations; any underperformance in product revenues or pipeline milestones could pressure PSU outcomes, affecting realized pay and retention dynamics among technical leaders .