Mark Smith
Jazz PharmaceuticalsAbout Mark D. Smith, M.D.
Independent Director of Jazz Pharmaceuticals plc (Class I), age 73, serving since December 2020 with current term expiring at the 2027 AGM. Practicing physician and Professor of Clinical Medicine at UCSF since 1994; holds a B.A. (Harvard), M.D. (UNC Chapel Hill), and MBA (Wharton). Currently serves on Teladoc Health, Inc. and Phreesia, Inc. boards; also on Prealize Health’s board (private). Brings deep public policy and U.S. healthcare delivery insights along with clinical and business experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, San Francisco | Professor of Clinical Medicine | 1994–present | Clinical practice and academic leadership |
| California HealthCare Foundation | Founding President & CEO | 1996–2013 | Established independent nonprofit; healthcare philanthropy focus |
| Henry J. Kaiser Family Foundation | Executive Vice President | 1991–1996 | Senior leadership at major health policy organization |
External Roles
| Organization | Role | Public/Private | Tenure/Status | Interlocks/Notes |
|---|---|---|---|---|
| Teladoc Health, Inc. | Non‑executive director | Public | Current | No related‑party transactions disclosed with Jazz |
| Phreesia, Inc. | Non‑executive director | Public | Current | No related‑party transactions disclosed with Jazz |
| Prealize Health | Director | Private | Current | Predictive healthcare analytics; no related‑party transactions disclosed |
Board Governance
- Independence: Identified as an Independent Director . Jazz’s standing committees are comprised solely of independent directors .
- Committee assignments (as of June 1, 2025): Nominating and Corporate Governance Committee (member) and Science & Medicine Committee (member); not a chair .
- Attendance: In 2024, the Board met 10 times, and each director attended at least 75% of Board and applicable committee meetings; all 12 directors attended the 2024 AGM .
- Committee activity levels: Nominating Committee held 5 meetings in 2024; SMC held 4 meetings in 2024 .
- Overboarding guardrails: Directors may serve on up to five public boards; prior approval required before accepting additional boards; all directors in compliance .
| Committee | Role | Meetings Held (2024) | Independence |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 5 | All members independent |
| Science & Medicine Committee | Member | 4 | Committees comprised solely of independent directors |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; independent directors |
| Nominating Committee member fee | $10,000 | Paid quarterly |
| Science & Medicine Committee member fee | $12,500 | Paid quarterly |
| Total fees earned (cash) | $97,500 | Mark D. Smith 2024 cash fees |
Performance Compensation (Director Equity – 2024)
| Metric | Detail | Source/Notes |
|---|---|---|
| RSU grant date | August 2, 2024 | Annual continuing grants in 2024 |
| RSU shares granted | 3,731 shares | Automatic annual grant in 2024 |
| Grant date fair value | $422,573 | Computed under FASB ASC 718 |
| Vesting schedule | Annual director RSUs vest in full on first anniversary of the AGM, subject to continued service; proration rules apply for mid‑year joins | No performance conditions for director RSUs |
| Target grant value policy | $400,000 target; share count determined by 30‑day average share price ending on grant date | Director equity under 2007 Directors Plan |
Note: Jazz’s director equity is time‑based (RSUs); there are no disclosed performance‑based metrics for director awards .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Conflict Exposure |
|---|---|---|---|
| Teladoc Health, Inc. | Telemedicine/Virtual care | Director | None disclosed in related‑party section |
| Phreesia, Inc. | Healthcare software | Director | None disclosed in related‑party section |
| Prealize Health | Predictive analytics | Director | Private company; none disclosed |
Expertise & Qualifications
- Clinical and academic medicine, healthcare delivery systems, and public policy/regulation; public company board experience; scientific/medical perspective to biopharma oversight , .
- Education: B.A. Harvard; M.D. UNC Chapel Hill; MBA Wharton .
- Board skills matrix shows experience across public company boards and relevant healthcare/scientific domains .
Equity Ownership
| Metric | Amount | Reference |
|---|---|---|
| Total beneficial ownership (shares) | 11,879 | As of May 12, 2025 |
| Shares outstanding (denominator) | 61,652,471 | For percentage computations |
| Ownership (% of shares outstanding) | <1% (table reports “*”) | Table indicates less than 1% |
| Outstanding stock options | 6,475 (as of 12/31/2024) | Outstanding options by director |
| Outstanding RSUs | 3,731 (as of 12/31/2024) | Outstanding RSUs by director |
| Director ownership guideline | 5x annual cash retainer within 5 years | Applies to all non‑employee directors |
| Compliance status | In compliance as of April 1, 2025 | Except new directors Kennedy and Hamill |
| Hedging/Pledging | Prohibited for directors | Insider trading policy |
Governance Assessment
- Board effectiveness: Independent director with relevant clinical/public policy expertise; engaged through membership on Nominating & Governance and SMC committees; committees met 5 and 4 times respectively in 2024; directors met in executive session at regular meetings, supporting independent oversight .
- Independence & engagement: Explicitly “Independent Director”; attendance at least 75% of Board/committee meetings in 2024; attended 2024 AGM, signaling engagement .
- Compensation & alignment: 2024 pay emphasizes equity ($422,573 RSUs vs $97,500 cash), aligning director incentives with shareholders; RSUs time‑based with annual vest, avoiding short‑term metrics that could bias oversight .
- Ownership quality: Meets director ownership guidelines; anti‑hedging/pledging policy reduces misalignment risk; beneficial ownership disclosed and options/RSUs reported, without pledging .
- Conflicts/related‑party: No related‑party transactions disclosed involving Dr. Smith; only disclosed item involves another director’s family member; robust related‑party review policy (Audit Committee oversight) .
- Director commitments: Serves on two public boards, within Jazz’s overboarding policy limit (≤5); prior approval required for additional boards; the company monitors director commitments .
Red Flags
- None identified in filings for Dr. Smith: no related‑party transactions, pledging/hedging prohibited, attendance threshold met and AGM attended .
Additional Context
- Director compensation cap: Aggregate value per director ≤$750,000 per AGM cycle (or ≤$1,350,000 if first appointed during period) .
- Committee chairs/members are rotated; Dr. Smith is not currently a chair; Nominating Committee chaired by Heather Ann McSharry; SMC chaired by Norbert G. Riedel .