Samantha Pearce
Jazz PharmaceuticalsAbout Samantha Pearce
Executive Vice President and Chief Commercial Officer at Jazz Pharmaceuticals since August 1, 2024; previously Senior Vice President, Europe and International (joined March 2020). Age 59; B.Sc. from Birmingham University and MBA from Cranfield University, U.K. . Company performance metrics relevant to her remit: 2022–2024 PSU cycle delivered a 9.5% three‑year revenue CAGR, with relative TSR at the 43rd percentile vs peers; PSU payout certified at 66% of target . 2024 corporate execution included double‑digit product revenue growth (Xywav +16%, Epidiolex +15%, Zepzelca +11%) and non‑GAAP adjusted operating margin of 42.8% vs a 43.3% target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jazz Pharmaceuticals | EVP, Chief Commercial Officer | 2024–present | Leads global commercial strategy and launches, including rare oncology portfolio |
| Jazz Pharmaceuticals | SVP, Europe & International | 2020–2024 | Built international commercial footprint and revenue growth across ex‑U.S. markets |
| Celgene Corporation | VP & GM, International Markets (various global senior roles) | 2010–2019 | Led international commercialization in specialty/oncology; scaled market access and launches |
| AstraZeneca plc | Director, Specialist Care (various management roles) | 2002–2010 | Drove specialty care commercial strategy and execution |
| DuPont Pharmaceuticals | Management roles | 1991–2002 | Early commercial leadership in pharma |
External Roles
No external public company directorships disclosed for Ms. Pearce in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $545,943 | $675,000 (increased effective Aug 1, 2024; initial 2024 rate £465,000 converted) |
| Target Bonus % of Salary | 50% | 65% (effective Aug 1, 2024) |
| Target Performance Bonus (USD) | $272,972 | $438,750 |
| Promotion Bonus (USD) | — | $300,000 (relocation; subject to recoupment if departure within 24 months) |
| Target Total Cash Compensation (USD) | $818,915 | $1,413,750 |
| Actual 2024 Variable Cash | Amount |
|---|---|
| 2024 Performance Bonus Paid | $491,000 (112% of target based on 112% corporate achievement) |
Performance Compensation
2022–2024 PSU Award Outcome (certified Jan 17, 2025)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Three‑Year Revenue CAGR | 40% | 11% (100% payout) | 9.5% | 76% | PSUs vested Jan 17, 2025 |
| Enhanced Pipeline Value | 30% | 25 points | 28 points | 136% | PSUs vested Jan 17, 2025 |
| Non‑GAAP Adjusted Operating Margin | 30% | 47% | 43% | 0% | PSUs vested Jan 17, 2025 |
| Preliminary Weighted Total | — | — | — | 71% | — |
| Relative TSR Modifier | — | 50th percentile (100%) | 43rd percentile | 93% modifier | — |
| Final PSU Payout | — | — | — | 66% of target | PSUs vested Jan 17, 2025 |
| Samantha Pearce – 2022 PSU Outcome | Target PSUs | Actual PSUs Vested |
|---|---|---|
| 2022–2024 PSU cycle | 3,839 | 2,533 |
2024–2026 PSU Structure (in flight)
| Performance Metric | Weight | Target Definition |
|---|---|---|
| Epidiolex & Oncology Product Revenues | 33.33% | Confidential commercial targets set by Compensation Committee |
| Pipeline Value | 33.33% | 4 points across clinical/regulatory milestones |
| Relative TSR (Nasdaq Biotechnology Index) | 33.34% | 50th percentile; cap at 100% if absolute TSR negative or ≤25th percentile |
Vesting and payout range: 50%–200% per metric with linear interpolation; change‑in‑control adjustments per award terms .
Annual Bonus Program (2024)
- Corporate achievement approved at 112% of target; non‑GAAP adjusted operating margin achieved 42.8% vs 43.3% target (79% multiplier contribution) .
- Ms. Pearce’s target bonus increased to 65% upon promotion; payout $491,000 reflecting 112% corporate achievement .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Stock Ownership Guidelines | Two times base salary for Section 16 EC officers; Ms. Pearce has 5 years from appointment to comply (as of Mar 1, 2025) |
| Hedging/Pledging Policy | Prohibits hedging and pledging of Jazz securities by executives and directors |
| 2024 Stock Awards Vested | 7,478 RSUs; value realized $882,425 |
| Outstanding Awards (Dec 31, 2024) | Count | Key Terms |
|---|---|---|
| Options – Exercisable | 6,907 | Exercise price $109.45; expiration 5/6/2030 |
| RSUs – Unvested (Aug 2, 2024 grant) | 6,996 | Vests in 4 equal annual installments from 8/5/2024 |
| RSUs – Unvested (Mar 1, 2024 grant) | 5,065 | Vests in 4 equal annual installments from 3/5/2024 |
| RSUs – Unvested (Mar 3, 2023 grant) | 2,902 | Vests annually from 3/5/2023 |
| RSUs – Unvested (Mar 3, 2022 grant) | 1,919 | Vests annually from 3/5/2022 |
| RSUs – Unvested (Feb 25, 2021 grant) | 790 | Vests annually from 3/5/2021 |
| PSUs – 2024 Grant (Max) | 24,122 | 200% max subject to 2024–2026 performance |
| PSUs – 2023 Grant (Target) | 3,870 | Earn‑out 0%–200% based on 3‑yr performance & TSR modifier |
Insider selling pressure signals: Scheduled annual RSU vesting across 2021–2024 grants and in‑flight PSUs could add share supply on vest dates; no options exercised in 2024; RSU vesting generated $882k of realized value in 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | U.S. NEOs generally have no fixed‑term employment agreements; 2024 offer letter used for Ms. Pearce’s promotion |
| Clawback Policy | Adopted Nov 2023; applies to incentive compensation received on/after Oct 2, 2023; recovery of erroneously awarded comp upon accounting restatement |
| Change‑in‑Control Plan | Double‑trigger; lump sum cash severance based on base and bonus metrics; COBRA continuation; full vesting acceleration of equity; applicable percentage 150% for senior vice presidents and above |
| Severance Plan (non‑CIC) | Effective Apr 23, 2025 for EC (ex‑CEO); lump sum = 100% base salary plus prorated target bonus; 12 months COBRA; continued vesting for 12 months on certain RSUs/PSUs; outplacement; subject to clawback |
| Potential Payments (as of Dec 31, 2024) | Involuntary Termination Without Cause or Constructive Termination in Connection with a Change of Control | Certain Corporate Transactions | Death (No CIC) | Disability (No CIC) | Retirement (No CIC) |
|---|---|---|---|---|---|
| Lump Sum Cash Severance | $2,240,000 | — | — | — | — |
| COBRA Payments | $50,159 | — | — | — | — |
| Vesting Acceleration (Equity) | $4,610,979 | $4,610,979 | $3,288,914 | $2,176,307 | — |
| Total Benefit | $6,901,138 | $4,610,979 | $3,288,914 | $2,176,307 | — |
Additional governance signals: “No” single‑trigger CIC benefits; “No” excise tax gross‑ups; option repricing requires shareholder approval .
Performance & Track Record
- Launch leadership: Post‑Chimerix acquisition, Ms. Pearce outlined U.S. launch strategy for Midazo (pricing $32,000 per bottle; exclusive distribution via Onco360; ~50 dedicated commercial FTEs; targeted payer coverage ~80% of commercial/Medicaid lives) .
- Strategic framing: Emphasis on rare oncology commercialization, academic center focus, disease education and high‑touch patient support programs .
- Portfolio context: Corporate revenue mix growth in 2024 across neuroscience and oncology franchises as backdrop to commercial execution .
Equity Ownership & Alignment (Compliance and Risks)
- Ownership guideline: Must reach two‑times salary within 5 years; Ms. Pearce not yet required to meet guideline, has full compliance window .
- Anti‑hedging/pledging: Strict prohibition reduces misalignment risk .
- Vesting calendar concentration: Multiple RSU tranches vest annually (Mar and Aug cycles), creating recurring supply; PSUs in flight through 2026 .
Investment Implications
- Pay‑for‑performance alignment: 2022–2024 PSU payout at 66% reflects disciplined calibration to revenue CAGR, pipeline milestones, and TSR; 2024 corporate bonus payout at 112% tied to quantitative objectives (margin and growth), indicating incentive linkage to operational delivery .
- Retention risk and protections: Promotion bonus with 24‑month recoupment, double‑trigger CIC protections, and new Severance Plan (non‑CIC) reduce turnover risk while maintaining shareholder‑friendly features (no gross‑ups, clawback) .
- Trading signals: Annual RSU vesting and eventual PSU certifications represent potential share supply over time; options outstanding are modest and currently exercisable (6,907 @ $109.45, expiring 2030), with no 2024 option exercises, limiting near‑term option‑driven supply .
- Strategic execution: Detailed commercialization plan for Midazo under Ms. Pearce supports growth in rare oncology; watch uptake metrics and payer coverage to assess bonus and PSU performance trajectories .
- Governance quality: Anti‑hedging/pledging, clawback, and “no” single‑trigger CIC/“no” gross‑ups indicate strong alignment and lower governance red‑flag risk .
Note: 2024 Say‑on‑Pay approval was ~91%, suggesting shareholder support for the compensation framework .