Philip Johnson
Jazz PharmaceuticalsAbout Philip Johnson
Executive Vice President and Chief Financial Officer of Jazz Pharmaceuticals since March 1, 2024; age 61; BS in Finance (University of Illinois) and MBA (Kellogg School of Management, Northwestern). Prior experience includes Group VP of Finance and Treasurer at Eli Lilly (2018–2024) and earlier finance roles at Lilly since 1995; prior work at McKinsey & Company and investment banks in Milan and Chicago . Company performance context during his tenure includes 2024 total revenues of $4,068,950 thousand and net income of $560,120 thousand; the “value of initial fixed $100 investment” TSR metric for 2024 was $82.50 vs peer group $118.20 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eli Lilly and Company | Group VP of Finance, Treasurer; led treasury and investor relations | 2018–2024 | Oversaw treasury and IR; supported business development negotiations |
| Eli Lilly and Company | Various finance roles | 1995–2018 | Progressive finance responsibilities across global operations |
| McKinsey & Company | Management Consultant | Pre-1995 | Strategy/operations advisory experience |
| Investment banks (Milan, Chicago) | Finance roles (primarily M&A) | Pre-1995 | Transactional and M&A experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Indianapolis Urban League | Executive Board Member and Treasurer | Current | Community and economic initiatives |
| Lynx Capital | Board Member | Current | Board service |
| Indiana Chamber of Commerce | Board Member | Prior | Business community engagement |
| Equity1821 | Board Member | Prior | Board service |
| AMR Action Fund | Board Member | Prior | Antimicrobial resistance investment initiative |
| PrescriberPoint | Board Member | Prior | Board service |
| Jumpstart Nova | Advisory Committee Member | Prior | Advisory support for venture initiatives |
| Sixty8 Capital | Advisory Committee Member | Prior | Advisory support for venture initiatives |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual Base Salary | $700,000 | Offer letter initial base; earned in 2024 was $581,539 |
| Target Bonus (%) | 65% of base | Target bonus rate set at hire |
| Actual 2024 Bonus Paid | $427,000 | Reflects 112% overall achievement of 2024 corporate objectives |
| Signing Bonus | $150,000 | Paid at appointment; repayment obligation: 100% if departure before 1 year; 50% if between years 1–2 |
| All Other Compensation (2024) | $21,593 | As reported in SCT |
Performance Compensation
Annual Bonus Program (2024)
| Metric Framework | Target/Payout | Actual/Payout | Notes |
|---|---|---|---|
| Corporate performance objectives | Target 100% | Achieved 112% → payout reflected in bonus | Specific metric details not disclosed for Johnson’s bonus; program governed by annual performance plan |
Long-Term Incentive Programs
| Program | Performance Metrics | Weighting | Payout Mechanics | Peer Group for TSR |
|---|---|---|---|---|
| 2024–2026 PSU Program | Relative TSR; Epidiolex & oncology product revenues; pipeline value | 33.34% TSR; 33.33% product revenues; 33.33% pipeline value | Earned shares based on metrics; TSR modifier 75%–125%; RSUs vest time-based | Nasdaq Biotechnology Index for TSR |
| 2023–2025 PSU Program (framework) | Total revenue $5.0B; pipeline value 30 points; non-GAAP adjusted operating margin 48% | 40% revenue; 40% pipeline; 20% margin | Each goal 50%–160% with TSR modifier 75%–125%; capped at 100% if TSR ≤ 25th percentile | Russell 1000 pharma/biotech for TSR |
2021–2023 PSU Payout (context)
| Metric | Weighting | Actual | Payout |
|---|---|---|---|
| Commercial/development goals (aggregate) | — | 96% of target | 96% preliminary |
| Relative TSR modifier | — | 26th percentile | 76% modifier |
| Final payout | — | — | 73% of target |
2022–2024 PSU Payout (context)
| Metric | Weighting | Actual | Payout |
|---|---|---|---|
| Commercial/development goals (aggregate) | — | 71% of target | 71% preliminary |
| Relative TSR modifier | — | 43rd percentile | 93% modifier |
| Final payout | — | — | 66% of target |
2024 Grants of Plan-Based Awards (Johnson)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| PSU | 3/1/2024 | 2,655 | 15,932 | 31,864 | $2,169,796 | Vests on 2024–2026 metrics incl. TSR |
| RSU | 3/1/2024 | — | 15,932 | — | $1,893,517 | 4 equal annual installments; vesting commencement 3/5/2024 |
| Annual Cash (Bonus) | — | $381,000 | $1,143,000 | — | — | Based on annual corporate objectives |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 15,000 shares; less than 1% of outstanding |
| Shares Outstanding Reference | 61,652,471 ordinary shares outstanding on May 12, 2025 |
| Outstanding Equity Awards (12/31/2024) | Unvested RSUs: 15,932 (market value $1,962,026); Unearned PSUs: 31,864 (payout value $3,924,052) |
| Stock Options | None reported for Johnson at FY-end 2024 |
| Ownership Guidelines | 2x base salary for Section 16 officers; compliance expected within 5 years |
| Compliance Status | As of March 1, 2025, all NEOs other than Pearce were in compliance; Johnson compliant |
| Hedging/Pledging | Prohibited by insider trading policy (no hedging or pledging of company securities) |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | Appointed CFO effective March 1, 2024 |
| Base Salary | $700,000 (initial) |
| Target Bonus | 65% of base salary |
| Signing Bonus | $150,000; repayment: 100% if leave or terminated for cause within 12 months; 50% if between 12–24 months |
| New Hire Equity Grant | ~$4,000,000 value; 50% RSUs, 50% PSUs |
| RSU Vesting | RSUs vest in 4 equal annual installments from 3/5/2024 |
| PSU Vesting | Based on 2024–2026 performance metrics with TSR modifier |
| Severance (non-CIC) | Company adopted Severance Plan in April 2025 for NEOs (other than CEO and Carr); benefits are less than CIC plan; applies to involuntary terminations without cause on/after April 23, 2025 not within 12 months post-CIC |
| Change-in-Control Economics (as of 12/31/2024) | Lump sum cash severance: $2,046,333; health continuation coverage: $43,901; vesting acceleration (equity): $3,924,048; total: $6,014,282 |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted Nov 2023; SOX 304 reimbursement may apply to CEO/CFO for misconduct-related restatements |
| Insider Trading Policy | Comprehensive policy; public filing noted as exhibit to 2024 10-K |
Performance & Track Record
- CFO operational commentary highlighted strong Xywav performance, IH-driven patient adds, and preparedness for potential generic Xyrem entry in 2026 with scenario planning for impacts on authorized generic and Xyrem revenue, and uncertain impact on Xywav; positioning emphasizes low-sodium differentiation and payer dynamics .
- 2024 company results in pay-versus-performance context: revenues $4,068,950 thousand, net income $560,120 thousand; TSR value of $100 investment at $82.50 vs peer group $118.20 .
Investment Implications
- High equity weighting (2024 grants: RSUs and PSUs totaling ~$4.06M fair value) and PSU metrics tied to product revenues, pipeline value, and relative TSR align Johnson’s incentives with revenue durability, pipeline execution, and shareholder outcomes; TSR modifiers cap payouts when underperforming peers, reducing windfalls in weak markets .
- Anti-hedging/pledging and ownership guidelines (Johnson in compliance as of March 1, 2025) indicate strong alignment and limit leverage-related selling risk; however, sizable unvested RSUs/PSUs with multi-year vesting can create routine selling for tax liquidity at vest events, which investors should monitor via Form 4s .
- Retention levers include a sign-on bonus with a two-year repayment clawback and participation in severance/CIC protections; CIC acceleration totals of ~$6.0M underscore meaningful, but not excessive, change-of-control economics relative to role, aiding retention without encouraging risk-seeking behavior .
- Strategic execution focus (as per CFO remarks) on maintaining Xywav momentum and managing 2026 generic dynamics will directly impact PSU outcomes and annual bonus achievement; watch payer behavior and TSR relative to Nasdaq Biotech peers as leading indicators of payout probabilities and potential insider selling pressure around vesting dates .