Patrick Kennedy
Jazz PharmaceuticalsAbout Patrick Kennedy
Patrick Kennedy (age 56) is an independent director of Jazz Pharmaceuticals plc, serving since March 2024 and currently in Class I with a term expiring at the 2027 AGM. He chairs the Audit Committee and also serves on the Transaction Committee; the Board has affirmatively determined he is independent under Nasdaq rules. Kennedy is a Fellow of the Institute of Chartered Accountants in Ireland, with prior CEO and CFO experience spanning financial services and consumer sectors, and deep governance credentials as former Governor/Chairman of Bank of Ireland.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Bank of Ireland | Director; Governor and Chairman | Director 2010–2024; Governor/Chairman 2018–2024 | Led governance and oversight of major Irish bank |
| Paddy Power plc (now part of Flutter) | Chief Executive Officer | Nine years ending in 2014 | Led a high growth consumer brand; operating expertise |
| Greencore Group plc | Chief Financial Officer | Prior role | Financial leadership in public company context |
| KPMG Corporate Finance | Finance professional | Prior role | Transaction and advisory experience |
| McKinsey & Company | Consultant | Prior role | Strategic advisory background |
| Elan Corporation plc | Non‑executive director | Prior role | Biotech governance experience |
| ASOS plc | Non‑executive director | Prior role | Digital/retail governance experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| CarTrawler (B2B tech platform for car rental/mobility) | Chair and Non‑Executive Director | Current |
| Irish Rugby Football Union | Honorary Treasurer | Current |
| Other current public company boards | — | None |
Board Governance
- Committee assignments: Audit Committee Chair; Transaction Committee member. Jazz’s Board determined Kennedy meets audit committee independence and he is one of the directors qualifying as an “Audit Committee financial expert.” The Audit Committee held 4 meetings in 2024.
- Independence: The Board affirmed all current directors other than the CEO are independent; committee members meet Nasdaq/SEC independence.
- Attendance and engagement: In 2024, the Board met 10 times; each director attended at least 75% of Board and applicable committee meetings, and all 12 directors attended the 2024 AGM.
- Ownership guidelines: Directors must hold shares equal to 5x the annual cash retainer within five years; as of April 1, 2025, all directors were in compliance except Kennedy (joined March 2024) and Hamill (joined July 2024) who must achieve compliance by the end of their fifth fiscal year.
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging Jazz securities.
Fixed Compensation
| Cash Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (independent directors) | $75,000 | Paid quarterly |
| Audit Committee member | $15,000 | Paid quarterly |
| Audit Committee Chair (additional) | $25,000 | Paid quarterly |
| Transaction Committee member | $2,500 per meeting (up to $10,000/year) | Paid quarterly based on service |
| Transaction Committee Chair (additional) | $5,000 per meeting (up to $20,000/year) | — |
| Director compensation cap | $750,000 per AGM cycle ($1,350,000 if first appointed within cycle) | Aggregate cash + equity value cap |
| Kennedy – 2024 Cash Fees | Value (USD) |
|---|---|
| Fees earned or paid in cash | $83,692 |
Performance Compensation
| Equity Component | Value/Terms | Notes |
|---|---|---|
| Annual RSU grant (policy) | Target grant date value $400,000 | Granted at AGM; vests in full on first anniversary of AGM, subject to service |
| 2024 annual RSU share count (continuing directors) | 3,731 shares | Granted under 2007 Directors Plan |
| Initial prorated RSU grant (new director) | Prorated from appointment to first anniversary of prior AGM | Grant date on second trading day after next periodic SEC filing |
| Kennedy 2024 stock awards (grant date fair value) | $591,696 | Aggregate of March 1, 2024 initial and August 2, 2024 annual RSU awards, per ASC 718 |
| Kennedy RSUs outstanding at 12/31/2024 | 3,731 shares | No options outstanding disclosed for Kennedy |
- Director equity is time‑based RSUs; there are no director PSUs or options grants under the 2024 program, aligning with governance best practice to avoid performance metrics for director pay.
Other Directorships & Interlocks
| Entity | Type | Relationship to Jazz | Potential Conflict/Interlock |
|---|---|---|---|
| CarTrawler | Private company | External chair role | No related‑person transactions disclosed with Jazz |
| Irish Rugby Football Union | Non‑profit | External treasurer | No related‑person transactions disclosed with Jazz |
| Prior: Elan Corporation plc; ASOS plc | Public companies | Historical board roles | Historical; no current interlock with Jazz disclosed |
Expertise & Qualifications
- Chartered Accountant (Fellow, Institute of Chartered Accountants in Ireland); degrees in Banking & Finance and Accountancy (UCD), and a Post Graduate Diploma in Statistics (Trinity College Dublin).
- Extensive financial and operating expertise; prior CEO of a high‑growth consumer brand and CFO of a public company; strategy and transaction experience (KPMG Corporate Finance; McKinsey).
- Audit Committee financial expert per Board determination.
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Patrick Kennedy | 1,423 | <1% | Based on 61,652,471 shares outstanding at 5/12/2025; includes RSUs vesting within 60 days and exercisable options (none disclosed) |
| RSUs outstanding (12/31/2024) | 3,731 | — | Director RSUs outstanding; no options listed for Kennedy |
| Hedging/Pledging | Prohibited | — | Policy bars directors from hedging or pledging Jazz stock |
| Ownership guideline | 5× annual cash retainer within five years | — | Not yet required to be in compliance due to March 2024 appointment (deadline end of FY of 5th anniversary) |
Governance Assessment
- Effectiveness: Kennedy brings seasoned board leadership (Bank of Ireland Governor/Chairman) and audit/financial rigor; his designation as Audit Committee Chair and as an audit committee financial expert strengthens oversight of financial reporting, controls, and cybersecurity risk, with the Audit Committee meeting 4 times in 2024 and engaging informally with finance leadership.
- Independence & engagement: Board affirmed independence; attendance thresholds met; active executive sessions and AGM participation indicate healthy board process.
- Alignment & incentives: Director pay balances cash and time‑based RSUs; 2024 cash fees were appropriately prorated; equity grants follow clear vesting without performance metrics, which reduces misalignment risk for directors. Ownership guidelines (5× cash retainer, five years) apply; Kennedy is within the ramp‑up window. Anti‑hedging/pledging policy reinforces alignment.
- Conflicts/RED FLAGS: No related‑person transactions disclosed for Kennedy; no hedging/pledging; no indications of low attendance or compensation anomalies. Only disclosed related‑person item in 2024 involved another director’s family member employment; not Kennedy.
Contextual shareholder signal: Jazz’s 2024 say‑on‑pay approval was ~91%, suggesting broad investor support for compensation governance; the Board continues annual say‑on‑pay.