Ted Love
Jazz PharmaceuticalsAbout Ted W. Love, M.D.
Non-employee director at Jazz Pharmaceuticals appointed effective December 1, 2025 (Class I; term to 2027 AGM). Former President & CEO of Global Blood Therapeutics (led GBT to Pfizer acquisition in 2023), prior EVP R&D & Technical Operations at Onyx Pharmaceuticals, and CEO/Chair/President of Nuvelo; earlier leadership roles at Genentech. Education: B.A. in Molecular Biology (Haverford College), M.D. (Yale School of Medicine); residency in Internal Medicine and fellowship in Cardiology at Massachusetts General Hospital. Current public boards: Gilead Sciences, Royalty Pharma plc, Structure Therapeutics Inc.; Immediate Past Chair of the Biotechnology Innovation Organization (BIO) board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Blood Therapeutics, Inc. | President & CEO | 2014–2023 | Led company from startup to global commercial business; acquired by Pfizer (2023) |
| Onyx Pharmaceuticals, Inc. | EVP, R&D & Technical Operations | Not disclosed | Senior R&D leadership |
| Nuvelo, Inc. | Chairman, President & CEO | Not disclosed | Corporate leadership |
| Genentech, Inc. | Multiple management positions | Not disclosed | Early biotech operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gilead Sciences, Inc. | Director | Current | Public company board |
| Royalty Pharma plc | Director | Current | Public company board |
| Structure Therapeutics Inc. | Director | Current | Public company board |
| Biotechnology Innovation Organization (BIO) | Immediate Past Chair, Board | Current | Public policy expertise |
Board Governance
- Committee assignments at JAZZ: Audit Committee (member) and Science & Medicine Committee (member), effective December 1, 2025. He will receive standard non‑employee director compensation and enter into the Company’s standard indemnification agreement.
- Board independence determinations: Jazz’s Nominating Committee annually assesses independence; all directors other than the CEO were independent as of the 2025 proxy. Audit Committee members must meet Nasdaq/SEC independence rules. (Independence for Dr. Love will be determined under the regular annual process.)
- Board operations/engagement baseline: In 2024 the Board met 10 times; all directors met at least 75% attendance and all 12 then-current directors attended the 2024 AGM; independent directors held regular executive sessions. (Dr. Love was not yet on the Board in 2024.)
- Director commitments/overboarding: Jazz guidelines cap public boards at ≤5 (≤3 for sitting public-company CEOs). With JAZZ, Gilead, Royalty Pharma, and Structure, Dr. Love would be at four public boards—within policy. Directors must seek prior approval before joining additional boards.
Committee Assignments (JAZZ)
| Committee | Role | Effective Date |
|---|---|---|
| Audit Committee | Member | Dec 1, 2025 |
| Science & Medicine Committee | Member | Dec 1, 2025 |
Fixed Compensation
Policy framework for non‑employee directors (Jazz 2025 proxy; amounts paid quarterly unless per‑meeting):
| Component | Amount |
|---|---|
| Annual Board retainer (independent director) | $75,000 |
| Lead Independent Director (additional) | $50,000 |
| Audit Committee member | $15,000 |
| Audit Committee chair (additional) | $25,000 |
| Compensation Committee member | $12,500 |
| Compensation Committee chair (additional) | $25,000 (raised from $22,500 on Apr 25, 2024) |
| Nominating & Corporate Governance Committee member | $10,000 |
| Nominating & Corporate Governance Committee chair (additional) | $20,000 |
| Science & Medicine Committee (SMC) member | $12,500 |
| SMC chair (additional) | $25,000 (raised from $22,500 on Apr 25, 2024) |
| Transaction Committee member | $2,500 per meeting, up to $10,000 per year |
| Transaction Committee chair (additional) | $5,000 per meeting, up to $20,000 per year |
| Aggregate annual cap (non‑employee director) | $750,000; if first appointed within the year: $1,350,000 |
Notes: Dr. Love will be compensated under this policy; as an Audit and SMC member (not chair), his fixed cash would typically include the $75,000 retainer + $15,000 (Audit) + $12,500 (SMC), pro‑rated for partial service year commencing Dec 1, 2025.
Performance Compensation
Directors receive time‑based RSUs (not performance‑vested) under the 2007 Directors Plan:
| Feature | Details |
|---|---|
| Annual equity grant (continuing director) | RSUs targeted at $400,000 grant date value; share count set by 30‑day avg share price ending on grant date; vests in full on first AGM anniversary, subject to continued service |
| Prorated initial grant (mid‑cycle appointee) | RSUs targeted at $400,000 prorated from appointment date to prior AGM anniversary; grant date is second trading day after next 10‑Q/10‑K filing; vests at first anniversary of AGM prior to appointment |
| Acceleration/COC protections | In certain significant transactions or changes in control, unassumed awards may accelerate; non‑employee directors required to resign or removed in connection with a change in control receive full acceleration under plan terms |
| Options | Current policy grants RSUs; several sitting directors hold legacy options from prior years (contextual) |
Context: In 2024, each continuing non‑employee director received 3,731 RSUs (~$422,573 grant‑date fair value). Dr. Love’s first award is expected to be prorated per policy mechanics.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| Gilead Sciences, Inc. | Biopharma | Large-cap peer in broader therapeutics; no related‑party transactions disclosed by Jazz involving Dr. Love; monitor for any future collaborations, licensing, or competitive overlaps |
| Royalty Pharma plc | Biopharma royalties | Potential for transactions involving royalty interests broadly in the sector; no related‑party transactions disclosed involving Dr. Love; monitor if future Jazz royalty monetizations arise |
| Structure Therapeutics Inc. | Biotech | Early-stage biopharma; no disclosed Jazz related‑party exposure |
- Jazz Related‑Party Transactions policy requires Audit Committee review/approval; 2024 disclosure notes no transactions other than one unrelated to Dr. Love (employment of a family member of another director).
- 8‑K notes no arrangements/understandings pursuant to which Dr. Love was selected, and standard indemnification to be executed.
Expertise & Qualifications
- R&D and clinical development leadership; commercialization to global scale (GBT CEO).
- Policy and ESG/public health advocacy (Immediate Past Chair, BIO board).
- Medical training: Internal medicine and cardiology (Massachusetts General Hospital).
Equity Ownership
- Director ownership guidelines: 5x annual cash retainer to be met within five years of becoming subject to the guidelines. As of April 1, 2025, all then‑current non‑employee directors were compliant except two recent 2024 appointees (Dr. Love not yet appointed at that time). Dr. Love will be subject to the same five‑year timeline. Anti‑hedging/pledging is prohibited.
- Initial beneficial ownership in Jazz will be reported via standard SEC filings upon/after appointment; the 2024 beneficial ownership table predates his appointment.
Governance Assessment
- Signal: Board refreshment with a seasoned operator-scientist adds deep clinical, regulatory and commercialization judgment to Audit and SMC—constructive for oversight of pipeline, R&D capital allocation, and disclosure quality.
- Alignment: Director pay structure balances cash retainer with substantial equity ($400k target RSUs), time‑based vesting, and strict anti‑hedging/pledging and ownership guidelines—supports long‑term alignment.
- Independence/Conflicts: Appointment to Audit implies intent to maintain independence standards; 8‑K discloses no selection arrangements and standard indemnification only; no related‑party transactions involving Dr. Love disclosed. Continue to monitor potential interlocks with Gilead, Royalty Pharma, and Structure for transactions or competitive overlaps.
- Workload risk: At four public company boards including JAZZ, Dr. Love remains within Jazz’s overboarding policy (≤5 for non‑CEO). Continued monitoring of time commitments is advisable given Audit responsibilities.
- Shareholder sentiment context: 2024 Say‑on‑Pay approval ~91% supports current governance/compensation posture into which Dr. Love is joining.
Related Policies and Controls (Jazz)
- Clawback Policy adopted Nov 2023 (executive incentive compensation).
- Anti‑Hedging/Pledging policy applies to directors.
- Annual board/committee evaluations with periodic third‑party facilitation; active refreshment since 2019.
- Regular executive sessions of independent directors; robust governance guidelines.
Notes (Compensation Illustration for New Appointment)
| Item | Indicative Policy Application to Dr. Love |
|---|---|
| Cash retainers (annualized) | $75,000 (Board) + $15,000 (Audit member) + $12,500 (SMC member); pro‑rated from Dec 1, 2025 |
| Equity | Prorated RSU award per director policy; vesting on first anniversary of prior AGM; share count based on 30‑day average price on grant date |
| Caps | Within $750k annual cap (or $1.35m cap for first appointed within the year) inclusive of cash+equity |
| Change‑in‑Control | Acceleration provisions under 2007 Directors Plan in certain transactions or if director is required to resign/removed in connection with a change in control |
Potential RED FLAGS to Monitor
- Interlocks: Future transactions involving Gilead, Royalty Pharma, or Structure that could create perceived conflicts. No such transactions disclosed to date.
- Overboarding: Additional board seats that could breach Jazz’s ≤5 policy for non‑CEO directors.
Sources
- Appointment and committees; compensation per policy; indemnification: 8‑K dated Oct 28, 2025
- Background, education, current boards: Company press release Oct 28, 2025
- Director compensation policy (cash/equity), ownership guidelines, equity mechanics, plan acceleration: 2025 DEF 14A
- Board independence process; operations/attendance; governance practices; anti‑hedge/pledge; clawback: 2025 DEF 14A
- Overboarding limits: 2025 DEF 14A
- Say‑on‑Pay (context): 2025 DEF 14A