Rick Winningham
Jazz PharmaceuticalsAbout Rick E. Winningham
Rick E. Winningham, age 65, has served on Jazz Pharmaceuticals’ board since 2010 (including predecessor service) and is the company’s Lead Independent Director (appointed May 2014). He sits on the Nominating & Corporate Governance Committee and the Science & Medicine Committee. He is CEO (and former Chair) of Theravance Biopharma; previously CEO and Chair at Theravance, Inc., with senior leadership roles at Bristol-Myers Squibb. He holds an MBA from Texas Christian University and a BS from Southern Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals | Lead Independent Director | Appointed May 2014 – present | Presides over executive sessions; liaison to Chair/CEO; shapes agendas; engages major shareholders |
| Theravance Biopharma, Inc. | Chief Executive Officer; Chair (former) | CEO since June 2014; Chair July 2013–Oct 2024 | Public-company operator; commercialization and market access expertise |
| Theravance, Inc. (now Innoviva, Inc.) | Chief Executive Officer; Chair | CEO Oct 2001–Aug 2014; Chair Apr 2010–Oct 2014 | Led spin-out of TBPH |
| Bristol-Myers Squibb | President, Oncology/Immunology/OTN; President, Global Marketing | 1997–2001; 2000–2001 | Global commercialization leadership |
| California Healthcare Institute | Director; Chair | Director Nov 2011–Mar 2015; Chair Jan 2014–Mar 2015 | Industry policy leadership |
| California Life Sciences Association | Director; Chair (2015) | Mar 2015–Jul 2023; Chair Mar–Nov 2015 | Sector advocacy |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Theravance Biopharma, Inc. | CEO; Director | Public company | Current public directorship reported at Jazz |
| Biotechnology Innovation Organization (BIO) | Board member; Health Section Governing Board Standing Committee on Reimbursement | Trade association | Policy engagement |
| Rivus Pharmaceuticals, Inc. | Director | Private company | Since Feb 2024 |
| Praxis Bioresearch | Co-founder; Strategic Advisor | Private | Strategy/advisory role |
| Prior: OncoMed Pharmaceuticals, Retrotope | Director (prior) | Private/Public (historical) | Historic roles listed in biography |
Board Governance
- Independence: Board determined independent; 11 of 12 directors independent overall .
- Committee assignments: Nominating & Corporate Governance (member); Science & Medicine Committee (member) .
- Lead Independent Director responsibilities: presides over meetings without Chair, coordinates independent director activities, liaises with Chair/CEO, consults on agendas/schedules, discusses CEO evaluation with Comp Chair, and is available for shareholder outreach .
- Attendance: In 2024, the Board met 10 times; each director attended at least 75% of Board and committee meetings during periods of service .
- Executive sessions: Independent directors generally met in executive session at each regular board meeting in 2024 .
- Tenure and term: Director since 2010 (incl. predecessor); Class III term expires 2026 .
Fixed Compensation (Director, 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard independent director retainer |
| Lead Independent Director fee | $50,000 | Incremental to base retainer |
| Committee retainers | $22,500 | Nominating member $10,000 + SMC member $12,500 |
| Total cash earned (actual) | $147,500 | As reported for 2024 |
| Annual equity (RSU) | $422,573 | Grant-date fair value; 2024 award of 3,731 RSUs; vests on first anniversary of AGM |
Director cash fee schedule: Audit member $15,000; chair +$25,000; Compensation member $12,500; chair +$25,000; Nominating member $10,000; chair +$20,000; SMC member $12,500; chair +$25,000; Transaction Committee per-meeting fees as disclosed .
Performance Compensation
| Element | Structure | 2024 Detail |
|---|---|---|
| Performance-vested equity | Not used for non-employee directors | Director equity is annual RSUs with time-based vesting (no performance metrics) |
| Annual bonus (director) | Not applicable | Directors do not receive performance cash bonuses |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Theravance Biopharma, Inc. | Public | CEO; Director | No related-party transactions between Jazz and entities tied to directors/officers disclosed for 2024 (only a family employment item for another director); Board independence affirmed . |
No related party transactions involving Mr. Winningham were disclosed; the only Item 404 transaction in 2024 involved a family member of another director .
Expertise & Qualifications
- C-suite/operator with commercialization and market access depth (BMS, Theravance, TBPH) .
- Skills matrix indicates extensive public company board experience, C-suite, industry expertise, commercial expertise, M&A/corporate development, and financial experience .
- Education: MBA (Texas Christian University); BS (Southern Illinois University) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of May 12, 2025) | 34,510 shares; <1% of outstanding |
| Outstanding options (12/31/2024) | 25,550 options outstanding |
| Outstanding RSUs (12/31/2024) | 3,731 RSUs outstanding |
| Ownership guidelines | Directors required to hold 5x annual cash retainer within 5 years; as of Apr 1, 2025, all directors were in compliance except two recent appointees (Kennedy, Hamill) |
| Hedging/Pledging | Prohibited for directors and officers |
Note: The beneficial ownership table is based on 61,652,471 shares outstanding (May 12, 2025) and includes options/RSUs vesting within 60 days, per SEC rules .
Governance Assessment
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Strengths
- Long-tenured independent director with deep biopharma operating and commercialization experience; serves as active Lead Independent Director with defined responsibilities and shareholder engagement .
- Clean related-party profile in 2024; anti-hedging/pledging policy; robust ownership guidelines with broad compliance .
- Committee service aligns with domain expertise (SMC, Nominating); Board-wide attendance and regular executive sessions support effective oversight .
- Say-on-Pay support was strong at ~91% in 2024, suggesting overall shareholder alignment on compensation governance (context for board oversight) .
-
Potential watch items
- External CEO role at Theravance Biopharma may raise time-commitment questions; however, Jazz’s overboarding policy permits public-company CEOs to serve on up to three public boards (including their own); current roles appear compliant and monitored annually .
- As LID, central to CEO succession oversight—Jazz disclosed an active CEO transition process; continued engagement and independence expectations remain high in 2025 .
-
Director pay structure
- Balanced mix of fixed cash retainers plus time-based RSUs; no performance-conditioned director equity (a common governance practice to preserve board independence). 2024 cash total aligns with base + LID + committee retainers; equity aligns with policy ($400k target value, 3,731 RSUs granted in 2024) .
Overall, Winningham’s leadership as LID, independence, attendance, and ownership alignment support investor confidence; no disclosed conflicts or related-party transactions were identified for him in 2024 .