Robert Iannone - Executive Vice President, Global Head of Research & Development and Chief Medical Officer | Jazz Pharmaceuticals (JAZZ) Executive Profile & Compensation

About Robert Iannone

Robert Iannone, M.D., M.S.C.E., is Executive Vice President, Global Head of R&D and Chief Medical Officer at Jazz Pharmaceuticals; he became EVP, Head of R&D in May 2019 and was appointed CMO in September 2024 (previously serving as CMO from December 2019 to October 2021) . He holds a B.S. from The Catholic University of America, an M.D. from Yale, and an M.S.C.E. from the University of Pennsylvania; he completed pediatrics residency and a pediatric heme–onc fellowship at Johns Hopkins . Context on company performance during his tenure: 2024 corporate bonus objectives were achieved at 112% of target, directly impacting executive incentive payouts , and pay-versus-performance disclosures show 2024 revenues of $4,068,950k and net income of $560,120k with cumulative TSR value $82.50 (vs. peer index $118.20) on a hypothetical $100 investment benchmark .

Past Roles

Organization	Role	Years	Strategic Impact
Jazz Pharmaceuticals	EVP, Global Head of R&D	May 2019–present	Leads global R&D; elevated to CMO Sept 2024, consolidating clinical leadership .
Jazz Pharmaceuticals	Chief Medical Officer	Dec 2019–Oct 2021; reappointed Sept 2024	Senior clinical leadership; return to CMO underscores execution continuity .
Immunomedics, Inc.	Head of R&D and Chief Medical Officer	Apr 2018–May 2019	Led R&D at oncology-focused biopharma through pivotal development phase .
AstraZeneca plc	SVP & Head of Immuno-oncology, Global Medicines Development; Global Products VP	Jul 2014–Apr 2018	Drove global IO development and product strategy .
Merck & Co., Inc.	Executive Director & Section Head, Oncology Clinical Development (progressive roles)	2004–2014	Led oncology clinical programs at scale .
Univ. of Pennsylvania School of Medicine	Assistant Professor (2001–2004); Adjunct Assistant Professor (2004–2012)	2001–2012	Academic leadership; translational expertise .

External Roles

Organization	Role	Years	Notes
Autolus Therapeutics plc	Director	Since Jun 2023	Clinical-stage oncology; information flow to R&D .
iTeos Therapeutics, Inc.	Director	Since May 2021	Immuno-oncology; peer pipeline visibility .
Crossbow Therapeutics, Inc.	Scientific Advisory Board	Since Oct 2023	Advisory role in oncology targeting .
Foundation for the NIH	Cancer Steering Committee	Since 2011	Long-standing role in public–private research governance .
Jounce Therapeutics, Inc.	Director	Jan 2020–May 2023	Prior external directorship in IO .

Fixed Compensation

Multi-year realized compensation from Summary Compensation Table.

Metric	2022	2023	2024
Salary ($)	663,672	720,526	750,692
Stock Awards ($) (grant-date fair value)	3,777,191	3,786,999	4,317,333
Non-Equity Incentive Plan (Cash Bonus) ($)	400,000	450,000	598,000
All Other Compensation ($)	14,791	21,552	23,352
Total ($)	4,855,654	4,979,077	5,689,377

Target pay mix and bonus mechanics.

Item	2023	2024
Base salary rate ($)	705,000	760,000 (effective March 2024)
Target bonus (% of base)	60%	65%
Actual bonus paid ($)	450,000	598,000; equals 121% of target driven by 112% corporate achievement plus individual contributions

Jazz uses pay-for-performance with majority at-risk compensation; prohibits tax gross-ups and single-trigger CIC payments .

Performance Compensation

2024 Annual Bonus Corporate Objectives and Results

Objective / Goal	Weighting	Actual	Multiplier	Corporate Achievement Contribution
Xywav net product sales	10%	Above target: $1,473m	118%	12%
Combined Epidiolex/Epidyolex + Oncology net product sales	25%	Between threshold and target: $2,093m (as adjusted)	98%	24%
Xywav (IH) patients on therapy (exit 2024)	5%	Between threshold and target	15%	1%
Pipeline – Top priority programs	40%	Achieved 7 of 8 targets	150%	60%
Pipeline – Strategic add-ons	10%	Not awarded	0%	0%
Transformation – Corp Dev progression	10%	Achieved target	60%	6%
Transformation – Strategic add-ons	14%	Not awarded	0%	0%
Transformation – non-GAAP adj. op margin	5%	42.8% (below target)	79%	4%
People & Patients objectives	5%	Achieved 4 of 5	100%	5%
Total Corporate Achievement	—	—	—	112%

2024–2026 PSU Program (granted Mar 1, 2024)

Metric	Target	Weighting
Epidiolex and Oncology Product Revenues	Not disclosed (confidential target)	33.33%
Pipeline Value	4 points (Phase 3 progression or marketing approval events)	33.33%
Relative TSR	50th percentile vs Nasdaq Biotechnology Index	33.34%

Payouts range from 50% to 200% of target with linear interpolation; capped at 100% if absolute TSR is negative or relative TSR ≤25th percentile at performance end .
Prior cycle (2022–2024 PSUs) paid at 66% of target after TSR modifier reduced preliminary payout from 71% due to 43rd percentile TSR .

Stock Vested and Option Exercises in 2024

Name	Options Exercised (#)	Value on Exercise ($)	Shares Vested (#)	Value on Vesting ($)
Robert Iannone	—	—	16,760	1,979,353

Equity Ownership & Alignment

Beneficial Ownership (as of May 12, 2025)

Holder	Shares Beneficially Owned (#)	% of Shares Outstanding	Notes
Robert Iannone	88,782	~0.144% (88,782 / 61,652,471)	Includes 57,500 options exercisable within 60 days .

Outstanding Equity Awards (FY-end 2024)

Options:

Grant Date	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
Feb 26, 2020	27,000	—	113.10	2/26/2030
Aug 7, 2019	30,500	—	137.12	8/7/2029

Time-based RSUs (not vested at 12/31/24):

Grant	RSUs Unvested (#)	Vesting Schedule
Mar 1, 2024	16,928	Equal annual tranches over 4 years from Mar 5, 2024 .
Mar 3, 2023	9,335	Equal annual tranches over 4 years from Mar 5, 2023 .
Mar 3, 2022	5,686	Equal annual tranches over 4 years from Mar 5, 2022 .
Feb 25, 2021	2,133	Equal annual tranches over 4 years from Mar 5, 2021 .

PSUs:

PSU Grant	Unearned PSUs (#)	Notes
2024 PSU	33,856 (max at 200%)	Actual earned not yet determinable; 3-year goals apply .
2023 PSU	12,447 (target at 100%)	Earned range 0–200%, TSR-modified .
2022 PSU	7,506 (earned)	Performance period ended Dec 31, 2024; vested Jan 17, 2025 .

Valuation basis note: Market values for unvested RSUs/PSUs in the proxy use $123.15 closing price as of Dec 31, 2024 .

Alignment Policies and Compliance

Anti-hedging/pledging: Executives and directors are prohibited from hedging and pledging Company securities .
Ownership guidelines: Two times base salary for Section 16 executive officers on EC; expected attainment within five years; as of March 1, 2025, all NEOs other than Ms. Pearce were in compliance (includes Dr. Iannone) .
Clawback: Adopted November 2023 in line with Nasdaq and SEC Dodd-Frank rules; applies to incentive compensation received on/after October 2, 2023; potential recovery for accounting restatements; additional recoupment triggers under Severance Plan .

Employment Terms

Change in Control (CIC) Plan – Double Trigger

Key economics for EVP-level participants (applies to Dr. Iannone):

Lump-sum cash severance equals base salary and bonus constructs with “applicable percentage” of 150% for senior vice presidents and above, plus prorated current-year bonus; COBRA premiums paid for up to 18 months; full acceleration of outstanding equity .
No excise tax gross-ups; best after-tax cutback applies .
CIC and “involuntary termination without cause” definitions provided and include specified misconduct carve-outs; benefits conditioned on release and compliance .

CIC severance quantification for Dr. Iannone (as of 12/31/24):

Benefit	Amount ($)
Lump Sum Cash Severance Payment	2,635,000
COBRA Payments	62,437
Vesting Acceleration	9,215,430
Total	11,912,867

Other termination scenarios (as of 12/31/24):

Scenario	Equity Vesting Value ($)	Notes
Certain Corporate Transactions (Board acceleration under 2011 Plan)	9,215,430	Discretionary acceleration; PSU CIC treatment described separately .
Death	7,203,989	RSU acceleration and prorated PSU vesting .
Disability	4,197,198	RSU vesting continuation; PSU value not included as of 12/31/24 .
Retirement	1,275,218	RSU vesting continuation; Dr. Iannone eligible for Regular Retirement at 12/31/24 .

Severance Plan (Non-CIC Involuntary, adopted April 23, 2025)

Benefits: 100% of base salary; prorated current-year target bonus; full COBRA premiums for 12 months; continued vesting of time-based RSUs for 12 months; prorated vesting of PSUs with performance period ending within 12 months; outplacement up to 12 months .
No excise tax gross-ups; best after-tax cutback provision mirrors CIC Plan .
Benefits conditioned on release; compliance and recoupment provisions under Clawback Policy .
Non-solicitation agreement required for RSU retirement vesting continuation (12 months) .

Investment Implications

Alignment: Significant equity exposure via RSUs/PSUs and fully exercisable options aligns incentives; ownership guideline compliance and anti-hedging/pledging strengthen alignment with shareholders .
Retention risk: Robust double-trigger CIC protection with meaningful equity acceleration suggests stability in change events; non-CIC Severance Plan provides baseline protection but lower than CIC, balancing retention and pay discipline .
Near-term vesting/selling dynamics: Multiple RSU tranches vest annually through 2025–2028; 2023/2024 PSU outcomes depend on product revenue, pipeline value, and relative TSR—underperformance in TSR previously reduced payouts (2022 cycle), tempering windfalls and potentially mitigating selling pressure if caps trigger .
Execution focus: 2024 corporate objectives weighted heavily to pipeline and commercial outputs (60% pipeline contribution to bonus) emphasizing R&D delivery; future PSU vesting is sensitive to Epidiolex/oncology revenues and pipeline milestones, making clinical execution and BD critical levers for compensation outcomes .
Governance safeguards: Clawback, no gross-ups, ownership guidelines, and anti-pledging policies reduce red-flag risks around compensation and trading behaviors .