Norbert Riedel
Jazz PharmaceuticalsAbout Norbert G. Riedel, Ph.D.
Independent director of Jazz Pharmaceuticals since 2013; age 67. He chairs the Science and Medicine Committee (SMC) and serves on the Nominating & Corporate Governance Committee. He holds a Diploma and Ph.D. in Biochemistry from the University of Frankfurt and brings 30+ years of biopharma leadership and R&D expertise. Current external roles include Chairperson of Eton Pharmaceuticals and Alcyone Therapeutics, with prior CEO/Executive Chair tenure at Aptinyx and senior R&D leadership at Baxter and Hoechst-Marion Roussel (Sanofi) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aptinyx Inc. | Executive Chair (2022–May 2023); CEO (2015–2021); President (2015–2020) | 2015–2023 | Led neuroscience pipeline; executive transition leadership |
| Naurex, Inc. (Aptinyx predecessor) | CEO & President | 2014–2015 | Built platform prior to spin-out |
| Baxter International Inc. | Corporate VP & Chief Scientific Officer; earlier roles incl. President/GM Recombinant Therapeutic Proteins and VP R&D (Bioscience) | 1998–2013 | Oversaw global R&D and biologics businesses |
| Hoechst‑Marion Roussel (now Sanofi) | Head of Worldwide Biotechnology and Core Research | 1996–1998 | Directed global biotech/core research functions |
| Ariad Pharmaceuticals, Inc. | Director | 2011–Feb 2017 | Board service through sale to Takeda |
| Cerevel Therapeutics Holdings, Inc. | Director | Oct 2020–Aug 2024 | Board service ahead of industry consolidation |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Eton Pharmaceuticals, Inc. (public) | Chairperson | Current | Public pharma board leader |
| Alcyone Therapeutics, Inc. (private) | Chairperson | Current | Clinical-stage biotech |
| Angitia Biopharmaceuticals, Inc. (private) | Director | Current | Clinical-stage biopharma |
| Illinois Biotechnology Industry Organization (iBIO) | Director | Current | Non-profit governance |
| BPOC, LLC (private equity) | Operating Partner | Current | PE operating partner role |
| Bain Capital Life Sciences | Senior Executive Advisor | Current | Advisory role |
| Academia | Adjunct Professor (BU School of Medicine; Northwestern Feinberg) | Current | Academic appointments |
| Austrian Academy of Sciences | Member | Current | Elected member |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than CEO are independent; Riedel qualifies as independent |
| Committees (2025) | SMC – Chair; Nominating – Member |
| Committee meeting load (2024) | SMC: 4 meetings; Nominating: 5 meetings |
| Committee refresh (2024) | Rotated off Compensation Committee; appointed to Nominating Committee |
| Attendance | In 2024, Board met 10 times; each director attended at least 75% of Board and committee meetings served |
| Director nominees | Standing for re‑election (Class II) to term ending 2028 |
| Ownership guidelines | Directors must own ≥5x annual cash retainer within 5 years; as of Apr 1, 2025, all in compliance except two recent appointees (Riedel compliant) |
| Anti‑hedging/pledging | Prohibited for directors and executives |
| Clawback | Incentive compensation recoupment policy adopted Nov 2023 |
| Say‑on‑pay | 2024 approval ~91%—supportive governance signal |
Fixed Compensation
| Component | Policy Amount (USD) | 2023 Actual (USD) | 2024 Actual (USD) |
|---|---|---|---|
| Board retainer (cash) | $75,000 | Included in “cash fees” $105,269 | Included in “cash fees” $110,606 |
| SMC Chair fee | $25,000 | Included | Included |
| Nominating Committee member fee | $10,000 | Included | Included |
| Total cash fees (Riedel) | — | $105,269 | $110,606 |
| Director pay cap | ≤$750,000 per director per AGM cycle (≤$1,350,000 if first appointed mid‑cycle) | — | — |
Performance Compensation
| Equity Element | Program Parameter | 2023 Value/Shares | 2024 Value/Shares | Vesting |
|---|---|---|---|---|
| Annual RSU grant (non‑employee directors) | Target grant date value $400,000; shares based on 30‑day avg price | Stock awards $428,501; 3,075 RSUs outstanding as of 12/31/2023 | Stock awards $422,573; 3,731 RSUs granted in 2024 | Vests in full on first anniversary of AGM; accelerated if service ends at AGM when term ends |
| Outstanding director options (as of 12/31/2024) | Legacy director grants under 2007 Directors Plan | 28,850 options outstanding as of 12/31/2023 | 25,550 options outstanding as of 12/31/2024 | Post‑termination exercise windows per plan; change‑in‑control treatment per plan |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Eton Pharmaceuticals, Inc. | Chairperson (public) | External chair role in pharma; no related‑party transactions disclosed at Jazz |
| Alcyone Therapeutics, Inc. | Chairperson (private) | External role; no Jazz RPTs disclosed |
| Angitia Biopharmaceuticals, Inc. | Director (private) | External role; no Jazz RPTs disclosed |
| BPOC, LLC | Operating Partner | Note: Jazz director Kenneth W. O’Keefe is Founder/Advisor to BPOC—monitor for potential perceived interlock; Audit Committee oversees related‑party policy; no RPTs disclosed |
Expertise & Qualifications
- Deep scientific and drug development leadership across large pharma and clinical‑stage biotech; extensive board leadership including public company chair and lead independent director roles .
- Academic appointments and membership in Austrian Academy of Sciences reinforce scientific credibility for SMC chair responsibilities .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (May 12, 2025) | 37,771 shares; <1% of outstanding |
| Options outstanding (12/31/2024) | 25,550 options |
| RSUs outstanding (12/31/2024) | 3,731 RSUs |
| Shares pledged | Prohibited by policy; no pledging permitted |
| Ownership guideline status | In compliance with ≥5x retainer guideline as of Apr 1, 2025 |
Governance Assessment
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Strengths
- Independent, long‑tenured director with strong fit to SMC chair role; active committee load (SMC Chair; Nominating member) and Board attendance at/above minimum threshold indicate engagement .
- Clear alignment mechanisms: annual RSU grants with one‑year vesting; ownership guideline compliance; anti‑hedging/pledging and clawback policies in place .
- Director compensation structure is market‑standard (cash + equity), with modest YoY changes; overall shareholder support for compensation (91% 2024 say‑on‑pay) supports governance stability .
-
Watch items / potential red flags
- External time commitments (multiple chair/director/advisory roles) require ongoing monitoring under overboarding policy; company states all directors are in compliance and pre‑approval is required for new boards .
- Potential perceived interlock via BPOC with fellow Jazz director O’Keefe (Founder/Advisor). No related‑party transactions disclosed; Audit Committee oversees RPT policy—continue monitoring for transactions or conflicts .
- Ownership stake is <1%—typical for non‑employee directors but less “skin‑in‑the‑game” than executives; mitigated by RSU grants and ownership guideline compliance .
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Overall implication for investors
- Riedel enhances board effectiveness on R&D strategy, portfolio review, and scientific risk oversight; governance structures (independence, policies, shareholder support) are sound. Key governance risk is not transactional but perception‑based (external roles/interlocks), which is currently mitigated by policies and absence of RPTs .