Patricia Carr
Jazz PharmaceuticalsAbout Patricia Carr
Patricia Carr is Senior Vice President and Chief Accounting Officer (CAO) at Jazz Pharmaceuticals, appointed in August 2021; she also served as Interim Principal Financial Officer from October 1, 2023 to March 1, 2024. She is 54, a Fellow of the Institute of Chartered Accountants (Ireland), and holds a BComm from the University of Galway; prior roles include finance leadership positions at Alkermes and Elan Corporation before joining Jazz in July 2012 and becoming Principal Accounting Officer in August 2019 . Company performance context during her recent tenure: 2024 total revenues were $4,068.95 million and net income was $560.12 million, up from 2023 revenues of $3,834.20 million and net income of $414.83 million; cumulative TSR measured from a fixed $100 investment at 12/31/2019 was $82.50 in 2024 (vs. $82.40 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jazz Pharmaceuticals | VP, Finance; Principal Accounting Officer; Interim PFO; SVP & CAO | 2012–present; PAO Aug 2019; Interim PFO Oct 2023–Mar 2024; CAO Aug 2021 | Led accounting and reporting; bridged CFO transition; currently oversees accounting function |
| Alkermes plc | VP, Finance | 2011–2012 | Finance leadership in global biopharma |
| Elan Corporation plc | Various finance roles, most recently VP, Finance | 2002–2011 | Neuroscience biotech finance leadership across roles |
External Roles
Not disclosed in proxy or filings for Carr (no public company board roles listed) .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $402,181 | $434,513 (base €400,000 converted at avg 2024 FX 1.08628) |
| Target Bonus % of Salary | 45% | 45% |
| Actual Bonus Paid | $194,868 | $220,713 (paid €212,000, converted at Mar 2025 avg FX 1.04110) |
| Total Reported Compensation | $1,401,028 | $1,452,210 |
Performance Compensation
Annual Bonus Design and Outcomes (2024)
| Component | Weighting | Target / Objective | Actual Result | Multiplier | Corporate Achievement Contribution |
|---|---|---|---|---|---|
| Xywav net product sales | 10% | $1,460m | $1,473m (above target) | 118% | 12% |
| Combined Epidiolex/Epidyolex + Oncology sales | 25% | $2,107m | $2,093m (between threshold/target, FX-adjusted) | 98% | 24% |
| Xywav (IH) patients on therapy | 5% | Target undisclosed | Between threshold/target | 15% | 1% |
| Pipeline “Top priority programs” | 40% | 8 key goals | 7/8 achieved | 150% | 60% |
| Pipeline strategic add-ons | 10% | 10 goals | Discretionary, not awarded | 0% | 0% |
| Corporate development | 10% | Targeted BD goals | Achieved/partial | 60% | 6% |
| Transformation (non-GAAP adj. op margin) | 5% | 43.3% | 42.8% | 79% | 4% |
| People & Patients | 5% | 5 goals | 4/5 achieved | 100% | 5% |
| Total Corporate Achievement | — | — | — | — | 112% |
| Carr Individual Factor & Payout | — | 45% of salary | Individual contributions considered | — | Bonus paid at 118% of target; €212,000 (USD $220,713) |
Long-Term Incentives
| Program | Grant Date | Mix & Targets | Performance Metrics & Weights | Vesting / Period | Carr’s Award Details |
|---|---|---|---|---|---|
| 2024 Annual LTI | Mar 1, 2024 | 50% RSUs, 50% PSUs | PSUs: Epidiolex & Oncology Revenues (33.33%), Pipeline Value (4-point scale, 33.33%), Relative TSR vs Nasdaq Biotech Index (33.34%); thresholds at 50%, max 200%, with 100% cap if absolute TSR negative or ≤25th percentile | RSUs vest 4 equal tranches from Mar 5, 2024; PSUs 3-year period 2024–2026 | RSUs: 2,987 units ($355,005); PSUs target: 2,987 units ($406,817) |
| 2022–2024 PSU outcome | Cycle ended Dec 31, 2024 | Revenue CAGR, Pipeline points, Non-GAAP adj. op margin, with TSR modifier | Preliminary 71% of target; TSR at 43rd percentile → 93% modifier; Final payout 66% of target | Vested Jan 17, 2025 | Carr target 2,488; actual vested 1,641 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,000 ordinary shares; less than 1% of outstanding |
| Options – exercisable | 23,313 total, comprising grants at strikes $113.10 (4,500), $140.03 (4,250), $140.67 (4,500), $136.18 (5,250), $123.36 (313), $175.19 (4,500) |
| RSUs unvested (time-based) | 2,987 from 2024 grant vesting over 4 years (commence Mar 5, 2024); prior RSUs outstanding per table |
| PSUs outstanding | 2023 PSUs (target 2,523 shown in table section for 2023 tranche); 2024 PSUs maximum shown at 5,974 (200% of target); actual outcomes pending |
| Hedging/pledging policy | Hedging and pledging prohibited for directors and executive officers |
| Executive ownership guidelines | Apply to CEO and EC members; Carr is not on EC and not subject to these guidelines |
| Clawback policy | Adopted Nov 2023; recovery of erroneously awarded incentive comp after accounting restatements per SEC/Nasdaq rules; SOX 304 may apply to CEO/CFO |
Insider Transactions and Vesting Pressure
- Form 4 filings in 2024–2025 reflect RSU settlements and option exercises consistent with scheduled vesting, including filings dated Dec 2, 2024 and Mar 7–11, 2025; one filing notes options were fully vested as of exercise date .
Employment Terms
- Employment agreement (Ireland) signed May 2012 on initial hire; includes salary, sign-on bonus, discretionary target cash bonus and equity grant provisions (no US employment agreement) .
- Change in Control Plan (double-trigger): For senior vice presidents, cash severance equals 150% of base plus 150% of target/most recent bonus, plus pro-rated current-year bonus; COBRA up to 18 months; full acceleration of outstanding equity on qualifying involuntary termination or constructive termination within 12 months post-CIC; no excise tax gross-ups (best-after-tax cutback) .
- Severance Plan (non-CIC): Adopted April 23, 2025 for EC members other than CEO; Carr is not covered; benefits include 12 months base salary, pro-rated target bonus for the year, COBRA up to 12 months, continued vesting of certain RSUs/PSUs for 12 months; clawback applies .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Fixed $100 investment) | $110.56 | $85.34 | $106.72 | $82.40 | $82.50 |
| Peer Group TSR (Nasdaq Biotech Index) | $126.42 | $126.45 | $113.65 | $118.87 | $118.20 |
| Net Income (Loss) ($000s) | $238,616 | $(329,668) | $(224,060) | $414,832 | $560,120 |
| Total Revenues ($000s) | $2,363,567 | $3,094,238 | $3,659,374 | $3,834,204 | $4,068,950 |
2024 execution highlights included strong growth in Xywav ($1,473.2m, +16% y/y), Epidiolex ($972.4m, +15%), Rylaze ($410.8m, +4%), Zepzelca ($320.3m, +11%), and FDA accelerated approval and launch of zanidatamab (Ziihera) for BTC; some pipeline setbacks included suvecaltamide Phase 2 trials not achieving primary endpoints .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~91% of votes cast in favor; average ~92% approval over past three years; shareholder outreach reached ~57% of outstanding shares targeted; feedback indicated general satisfaction with executive compensation structure .
Compensation Peer Group (for benchmarking context)
Peer group used for 2024 decisions: Alkermes, Biogen, BioMarin, Exelixis, Gilead, Horizon (acquired), Incyte, Neurocrine, Organon, Regeneron, Seagen (acquired), United Therapeutics, Vertex; Jazz was at 59th percentile for revenue and 21st percentile for market cap among peers at selection time .
Equity Award Mechanics and Vesting Schedules
- RSUs: 4-year, equal annual vesting from the vesting commencement date (e.g., Mar 5, 2024 for 2024 grants) .
- PSUs: 3-year performance period with commercial, pipeline, and TSR goals; vesting may accelerate/adjust on CIC, death, disability, or retirement per award terms .
- 2024 RSU/PSU grant timing aligned to disclosure cadence (second trading day after quarterly/annual report filing) .
Investment Implications
- Pay-for-performance alignment: Carr’s 2024 bonus outcome tied to corporate achievement (112%) and individual contributions (paid at 118% of target), with balanced LTI design (50% PSUs, 50% RSUs) including rigorous multi-year metrics and TSR modifier; prior PSU cycle paid at 66% of target, signaling discipline in payouts .
- Retention risk: Double-trigger CIC protections (150% cash multiple for SVP) and equity acceleration upon qualifying terminations reduce flight risk amid industry consolidation; Carr is not covered by the new non-CIC Severance Plan, but equity schedules and anti-hedging/pledging policy suggest conservative alignment and limited leverage-induced selling pressure .
- Trading signals: Recent Form 4s reflect routine option exercises and RSU settlements around scheduled vesting rather than large open market sales; absence of pledging further reduces forced-selling risk .
- Alignment: Beneficial ownership is modest (<1%) but combined with RSU/PSU exposure and anti-hedging policies maintains skin-in-the-game; she is not subject to EC ownership guidelines, which slightly tempers forced accumulation requirements .
Overall, Carr’s compensation structure and equity program exhibit clear linkage to Jazz’s revenue growth, pipeline milestones, and relative TSR, with conservative governance (clawback, anti-hedging/pledging) and adequate CIC protections that support retention and alignment with shareholder interests .