Neena Patil
Jazz PharmaceuticalsAbout Neena Patil
Neena M. Patil is Executive Vice President and Chief Legal Officer (CLO) of Jazz Pharmaceuticals (appointed August 2022), having joined Jazz as Senior Vice President and General Counsel in July 2019. She is 50 years old, holds a B.A. from Georgetown University and a J.D. and Master of Health Services Administration from the University of Michigan . In 2024, Jazz’s corporate bonus scorecard paid at 112% of target and three-year PSUs for the 2022–2024 cycle paid at 66% after a -5% TSR modifier (43rd percentile), indicating moderate goal achievement and below-median relative TSR during the period . Operationally, 2024 product growth was led by Xywav (+16% to $1,473.2M), Epidiolex (+15% to $972.4M), Rylaze (+4% to $410.8M) and Zepzelca (+11% to $320.3M), with U.S. approval and launch of Ziihera in BTC late 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jazz Pharmaceuticals | EVP & CLO | Aug 2022–present | Executive leadership of global legal, compliance and governance through portfolio expansion and pipeline execution . |
| Jazz Pharmaceuticals | SVP & General Counsel | Jul 2019–Aug 2022 | Built enterprise legal/compliance frameworks while supporting BD and launches . |
| Abeona Therapeutics | SVP, General Counsel & Corporate Secretary | Sep 2018–Jul 2019 | Public-company governance and clinical-stage legal leadership . |
| Novo Nordisk Inc. | Vice President, Legal Affairs & Associate General Counsel | May 2008–Oct 2016 | U.S. commercial and regulatory legal leadership across a major pharma franchise . |
| Pfizer; GPC Biotech; Sanofi | Legal roles | Pre-2008 | Global biopharma legal experience across commercial and development matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teleflex Incorporated (NYSE: TFX) | Director; Nominating & Governance Committee member | 2022–present | Board oversight, governance, and ESG in med-tech . |
| Biotechnology Innovation Organization (BIO) | Director; Health Section Governing Board | Current | Industry policy and advocacy influence . |
| Mothers2Mothers U.S. Board | Director (U.S. Board) | Through Dec 2024 | Global health non-profit governance . |
Fixed Compensation
| Metric | 2019 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 510,000 | 600,000 | 645,000 (effective Mar 2023) |
| Target Bonus % of Salary | 45% | 50% | 55% |
| Target Bonus ($) | 75,029 (prorated/new hire basis) | 300,000 | 354,750 |
| Actual Bonus Paid ($) | 100,000 | — | 320,000 (90% of target on 95% corporate) |
| Target Equity Grant Value ($) | 2,874,176 (initial option+RSU) | 2,500,000 | 2,800,000 |
| Target Total Direct Compensation ($) | 3,521,705 | 3,400,000 | 3,799,750 |
Performance Compensation
| Program | Metric/Design | Weighting | Target | Actual | Payout/Outcome |
|---|---|---|---|---|---|
| Annual Bonus (2024 corp. score) | Pre-set corporate objectives | — | 100% | 112% | 112% of target corp. funding |
| PSUs (2022–2024 cycle) | Commercial + development goals, TSR modifier | Mix + TSR mod | 100% | Preliminary 71% | Final 66% after -5% TSR (43rd percentile) |
| 2024 LTI Design | 50% RSUs / 50% PSUs; multi-year performance | 50/50 | — | — | Structure as stated |
Notes:
- Jazz used Aon as independent compensation consultant; executives’ pay is majority at-risk with clawback policy (Nov 2023) .
- 2024 Say-on-Pay support at prior AGM was ~91% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 66,958 shares as of Apr 1, 2024 |
| Shares Outstanding (basis for % calc) | 63,027,832 as of Apr 1, 2024 |
| Ownership as % of Outstanding | ~0.11% (66,958 / 63,027,832) |
| Executive Ownership Guidelines | CEO 6x salary; Section 16 EC members 2x; other EC 1x; 5-year compliance window |
| Anti-Hedging/Pledging | Prohibited for directors and executive officers |
| Clawback | Adopted Nov 2023; SEC/Nasdaq-compliant recoupment of erroneously awarded incentive pay |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | U.S.-based NEOs generally have no individual employment contracts; governed by Company plans/policies . |
| Change-in-Control (CIC) Plan | Double-trigger benefits upon involuntary termination without cause or constructive termination within 12 months post-CIC; lump sum cash equals: base salary × applicable % + base salary × bonus % × applicable % + prorated current-year bonus; applicable % = 200% (CEO/president), 150% (SVP and above, which includes EVP/CLO), 100% (VP). COBRA continuation; equity vesting acceleration per plan forms; best net-of-tax cutback; no excise tax gross-up . |
| Non-CIC Severance Plan (adopted Apr 23, 2025) | For EC executives (ex-CEO) terminated without cause not in connection with a CIC: lump sum = 100% of base salary + prorated target bonus; up to 12 months COBRA paid; continued vesting of time-based RSUs for 12 months and prorated vesting of PSUs scheduled to end within 12 months; subject to release and clawback; no excise tax gross-up . |
Additional Equity History (Initial Grants on Hire)
| Award | Grant Date | Shares / Strike | Grant-Date Value |
|---|---|---|---|
| Initial RSU | Aug 8, 2019 | 12,000 RSUs | $1,645,439 |
| Initial Stock Option | Aug 8, 2019 | 30,000 @ $137.12 | $1,228,737 |
Investment Implications
- Alignment and retention: Patil’s compensation includes meaningful equity with performance-conditioned PSUs; 2024 corporate bonus paid above target (112%), but 2022–2024 PSUs paid at 66% after a negative TSR modifier, signaling alignment to multi-year outcomes and relative shareholder returns . Jazz’s anti-hedging/pledging and ownership guidelines (2x salary for Section 16 EC members) further support alignment, with a robust clawback in place .
- Potential selling pressure: RSUs vest on schedules and PSUs settle on certification; while specific upcoming vesting amounts for Patil are not disclosed here, program design implies periodic supply; no pledging is permitted, which reduces forced-sale risk .
- Change-in-control and severance economics: As an EVP/CLO, Patil is covered at the “SVP and above” tier under the CIC plan (150% multiple), with a new non-CIC severance plan (1x salary + prorated bonus and partial vesting continuation) enhancing retention outside of transactions without imposing gross-ups .
- Performance execution risk: Corporate scorecards have paid above target, but relative TSR was below median for 2022–2024; continued delivery on growth drivers (Xywav, Epidiolex, oncology) and pipeline could shift PSU outcomes and relative TSR in future cycles .
Governance context: 2024 Say-on-Pay passed with ~91% support and the Compensation Committee uses Aon; anti-hedging/pledging and clawback policies meet current best practices .
Citations:
- Executive bio, education, age, roles:
- 2024 performance highlights:
- Bonus and PSU outcomes:
- Ownership guidelines, clawback, anti-pledging/hedging:
- Say-on-Pay support:
- Consultant (Aon):
- CIC plan mechanics and multiples:
- Severance plan (non-CIC) details:
- Ownership table:
- Compensation (2019, 2022, 2023):