Renee Gala
Jazz PharmaceuticalsAbout Renee Galá
Renée Galá is President and COO of Jazz Pharmaceuticals, appointed in October 2023 after joining as EVP & CFO in March 2020; she will become President and CEO effective August 11, 2025 and join Jazz’s Board at that time . She holds a B.S. in Mathematics from Vanderbilt University and an MBA from Columbia Business School, is age 53, and has over 30 years of experience across finance, strategy, corporate development and commercialization, including CFO roles at GRAIL and Theravance Biopharma and earlier roles at Eli Lilly and in the energy industry . Under her leadership, Jazz’s business development strategy diversified the portfolio and drove total revenue growth of nearly 90%, while the 2022–2024 PSU cycle paid out at 66% of target due in part to Jazz’s TSR ranking at the 43rd percentile versus peers, evidencing performance-tied equity alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jazz Pharmaceuticals | EVP & CFO | Mar 2020–Sep 2023 | Finance leadership, debt offering execution, long-term strategy development; critical to corporate development priorities |
| Jazz Pharmaceuticals | President & COO | Oct 2023–Aug 2025 | Oversaw global operations (commercial, medical, R&D, technical operations, quality) and corporate strategy; drove transformation and revenue growth nearly 90% via BD strategy |
| Jazz Pharmaceuticals | President & CEO (announced) | Effective Aug 11, 2025 | CEO succession following robust Board-led process; will join Board as director |
| GRAIL, Inc. | CFO | Jan–Jun 2019 | CFO of early cancer detection company; executive finance leadership |
| Theravance Biopharma | SVP & CFO | Dec 2014–Jan 2019 | Led finance and spin-out from Theravance, Inc.; senior executive finance oversight |
| Eli Lilly & Company | Treasury, sales, strategy/BD roles | 2001–2006 | Global treasury, pharmaceutical sales, corporate strategy/business development |
| Energy industry | Corporate/project finance, M&A | ~1994–2001 (7 years) | Corporate finance, project finance, M&A experience prior to Eli Lilly |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DexCom | Director | Current | Governance oversight in medtech; leverages commercial/finance expertise |
| Gossamer Bio | Director; Audit Committee Chair | Prior | Audit leadership; governance and financial oversight |
| Corcept Therapeutics | Director | Prior | Board governance; biopharma domain knowledge |
| Gyroscope Therapeutics | Director | Prior (company acquired by Novartis) | Governance; supported transaction preparedness |
Fixed Compensation
Multi-year target compensation components (committee-approved target values; oldest→newest):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary ($) | 600,000 | 620,000 | 675,000 | 800,000 | 830,000 |
| Target Performance Bonus ($) | 266,539 | 339,308 | 371,250 | 600,000 | 622,500 |
| Target Total Cash Compensation ($) | 891,539 | 959,308 | 1,046,250 | 1,400,000 | 1,452,500 |
| Target Equity Compensation ($) | 4,000,000 | 3,200,000 | 3,300,000 | 4,000,000 | 5,000,000 |
| Target Total Direct Compensation ($) | 4,891,539 | 4,159,308 | 4,346,250 | 5,400,000 | 6,452,500 |
Post-CEO appointment changes (effective Aug 11, 2025):
- Base salary increased to $1,200,000 from $900,000; target bonus increased to 110% from 80% .
- One-time promotion equity grant ≈$6,500,000 (67% PSUs, 33% RSUs) in addition to 2025 annual equity grant ≈$6,000,000; RSUs vest in equal annual installments over 4 years; PSUs vest based on 2025-established performance conditions .
Performance Compensation
Annual bonus outcomes and corporate achievement (oldest→newest):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Actual Bonus Paid ($) | 405,000 | 400,000 | 430,000 | 570,000 | 697,000 |
| Corporate Bonus Pool Achievement (%) | 127.3% | 108% | 110% | 95% | 112% |
2022–2024 PSU cycle payout:
| Cycle | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2022–2024 | Commercial & development goals (modified by TSR) | Pre-set multi-year goals; TSR schedule vs peers | TSR 43rd percentile vs peers | 66% of target (71% preliminary reduced by 5% TSR modifier) | PSUs vest at end of 3-year period |
2024 equity grants (March 1, 2024):
| Award | Grant Date | Estimated Future Payouts | Shares (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 3/1/2024 | Threshold/Target/Max | 3,319 / 19,916 / 39,832 | 2,712,377 |
| RSUs | 3/1/2024 | N/A | 19,916 | 2,367,015 |
Vesting schedules (time-based RSUs):
| Award | Grant Date | Vest Commencement | Schedule |
|---|---|---|---|
| RSUs | 11/10/2023 | 12/5/2023 | Equal annual installments over four years |
| RSUs | 8/2/2024 | 8/5/2024 | Equal annual installments over four years |
Summary Compensation (SEC-reported totals):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 690,357 | 3,895,415 | 430,000 | 13,664 | 5,029,436 |
| 2023 | 767,719 | 4,077,397 | 570,000 | 19,272 | 5,434,388 |
| 2024 | 824,923 | 5,079,392 | 697,000 | 27,573 | 6,628,888 |
Equity Ownership & Alignment
Ownership and equity activity:
| Item | Date/As Of | Value |
|---|---|---|
| Beneficial Ownership (# shares) | May 1, 2023 | 44,908 |
| Beneficial Ownership (# shares) | May 1, 2024 | 58,189 |
| Options Exercisable within 60 days (#) | May 12, 2025 | 41,500 |
| Stock Awards Vested (# / $) | FY 2024 | 20,080 shares; $2,362,841 value realized |
Alignment policies:
- Executive share ownership guidelines: CEO 6x base salary; Section 16 officers on EC 2x base salary; five years to comply; as of March 1, 2025, all NEOs other than Ms. Pearce were in compliance (implies Ms. Galá compliant pre-CEO) .
- Hedging and pledging are prohibited for executive officers and directors .
- Clawback policy adopted Nov 2023 per Nasdaq listing standards; applies to incentive compensation received on or after Oct 2, 2023; SOX 304 reimbursement obligations remain applicable to CEO/CFO in misconduct-related restatements .
Employment Terms
Severance (non-change-of-control):
- April 2025 Severance Plan adopted; on July 10, 2025, Board increased Ms. Galá’s severance for involuntary termination without cause not in connection with a change in control to 150% of base salary (from 100%) and extended COBRA premium coverage to up to 18 months (from 12 months), effective August 11, 2025 .
Change-in-control (double-trigger):
- Plan provides lump sum payments using “applicable base salary” and bonus percentage formulas; applicable percentage is 200% for CEO/executive chair/president, 150% for SVP+, 100% for VP; benefits payable only upon involuntary termination without cause or constructive termination occurring upon/within 12 months following a change in control .
- No excise tax gross-ups; “best after-tax” reduction applies to avoid 4999 excise tax when optimal .
Estimated potential payments (as of Dec 31, 2024):
| Name | Event | Cash Severance ($) | COBRA ($) | Vesting Acceleration ($) | Benefit Total ($) |
|---|---|---|---|---|---|
| Renée Galá | Involuntary termination w/o cause or constructive termination in connection with change of control | 3,751,000 | 95,086 | 10,304,814 | 14,150,900 |
| Renée Galá | Certain corporate transactions (Board discretionary acceleration) | — | — | 10,304,814 | 10,304,814 |
| Renée Galá | Death (no change of control) | — | — | 7,974,813 | 7,974,813 |
| Renée Galá | Disability (no change of control) | — | — | 4,738,196 | 4,738,196 |
Board Governance
- Board service: Jazz Board unanimously selected Ms. Galá as CEO effective August 11, 2025 and she will join the Board at that time . Bruce Cozadd will retire as CEO and remain Chairperson; Rick Winningham serves as Lead Independent Director, providing independent oversight .
- Committee roles: As an executive director, Ms. Galá is not expected to serve on independent committees at Jazz; historically, she chaired the Audit Committee at Gossamer Bio, reflecting robust financial governance credentials .
- Dual-role implications: CEO-director structure can raise independence considerations; mitigated at Jazz by separation of Chair and CEO roles and a Lead Independent Director who led succession oversight .
Compensation Structure Analysis
- Equity-heavy mix consistent with pay-for-performance: Target equity increased from $3.3M (2022) to $5.0M (2024), with 50% PSUs and 50% RSUs; PSUs vest on multi-year goals and TSR vs peers, reinforcing long-term alignment .
- Annual bonus funding tied to corporate objectives: Payouts tracked corporate performance (e.g., 112% achievement in 2024), with Ms. Galá’s actual 2024 bonus at 112% of target .
- Governance safeguards: Double-trigger CIC benefits; no repricing of underwater options without shareholder approval; no tax gross-ups; hedging/pledging prohibited; clawback policy in effect .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC; no tax gross-ups; clawback policy; hedging/pledging prohibited; independent comp consultant; majority at-risk pay .
- Watch items: Material vesting schedules could create periodic selling overhang (e.g., scheduled annual RSU vestings from 2023/2024 grants); monitor Form 4s around quarterly vest dates .
- PSU moderation by TSR: 2022–2024 payout reduced to 66% due to TSR ranking, indicating discipline in equity outcomes tied to shareholder returns .
Compensation Peer Group & Say‑on‑Pay
- Peer benchmarking referenced and used by Compensation Committee; detailed peer composition and target percentiles not disclosed in retrieved excerpts .
- Say‑on‑pay advisory vote/percentages referenced in proxy structure; specific results not captured in the provided sections .
Expertise & Qualifications
- Degrees: B.S. Mathematics (Vanderbilt); MBA (Columbia) .
- Technical/functional: Deep finance, corporate strategy, BD, commercialization experience; audit committee chair experience at Gossamer Bio .
- Succession candidate/CEO readiness: Board-led process concluded she is “clear standout,” prepared to drive long-term growth .
Equity Ownership & Director Compensation (Director-specific)
- Director fees and equity for directors are disclosed generally in proxies; Ms. Galá is an executive and will join the Board as CEO; no separate director compensation was disclosed for her in retrieved materials .
Employment & Contracts
- Severance Plan adopted April 2025; increased severance multiples for Ms. Galá on July 10, 2025 for non-CIC involuntary termination, effective August 11, 2025 .
- CIC plan terms include formulaic lump sums, double-trigger, best after-tax treatment, and no gross-ups .
Investment Implications
- Alignment: Equity-heavy pay and PSU design tied to multi-year goals and TSR, plus ownership guidelines and hedging/pledging prohibitions, support long-term alignment; 2022–2024 PSUs paid below target (66%) due to TSR, demonstrating pay-for-performance discipline .
- Near-term catalysts/overhang: CEO appointment with higher base/bonus and sizable promotion grant ($6.5M) in addition to 2025 annual grant ($6.0M) increases equity accruals; scheduled RSU vesting from late‑2023 and 2024 grants may create recurring sell/withhold-for-tax activity—monitor Form 4s around vest dates for trading signals .
- Retention/transition risk: Enhanced severance for non‑CIC terminations (150% base; 18 months COBRA) and robust CIC protections reduce retention risk amid CEO transition; separation of Chair and CEO with Lead Independent Director oversight mitigates governance concerns tied to dual roles .
- Performance track record: Board cites strong operational and BD execution underpinning ~90% revenue growth, supportive of confidence in CEO succession; continued PSU structures and bonus programs tied to corporate objectives should keep incentives focused on value creation .