Diana McKenzie
VERTEX PHARMACEUTICALS INC / MAAbout Diana McKenzie
Diana McKenzie (age 60) is an independent director of Vertex Pharmaceuticals (VRTX) serving since 2020. She is a former CIO of Workday and Amgen with nearly three decades of enterprise technology and cybersecurity leadership, and holds a B.S. in Computer Information Systems from Purdue, plus executive programs at UCLA and Carnegie Mellon’s SEI (CERT Cybersecurity Oversight). At Vertex, she brings deep digital, IT and cyber expertise to the board and serves on the Audit & Finance Committee and the Management Development & Compensation Committee (MDCC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Chief Information Officer | 2016 – Apr 2019 | Led enterprise cloud finance/HCM technology; CIO leadership in SaaS scaling |
| Amgen Inc. | SVP & Chief Information Officer; prior roles | ~12 years (dates not fully specified) | Digital transformation, tech/security standards; biopharma IT leadership |
| Eli Lilly and Company | Various leadership roles | 17 years | Drug development, time-to-market reduction, technology/security standards |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| MetLife, Inc. | Director | Current public company directorship |
| agilon health, inc. | Director | Current public company directorship |
| Change Healthcare, Inc. | Director | Aug 2019 until acquisition by UnitedHealth (Oct 2022) |
Board Governance
- Independence: Determined independent by Vertex under Nasdaq standards; 9 of 11 nominees are independent, including McKenzie .
- Committees: Member, Audit & Finance; Member, MDCC (compensation) .
- Attendance: 100% attendance at board and committee meetings for 2024 by all incumbent directors .
- Committee meeting load (2024): Board (8), Audit (9), CGNC (5), MDCC (6), S&T (5) .
- Audit oversight scope includes financial reporting, internal audit, and cybersecurity risk; audit committee financial experts are Upadhyay (Chair), Lagarde, Carney (McKenzie is a member, not designated as the “financial expert”) .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled board meeting .
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard for non-employee directors |
| Committee Membership Retainers | Audit: $15,000; MDCC: $12,500 | McKenzie serves on both |
| Committee Chair Retainers | N/A for McKenzie | Audit Chair $30,000; MDCC/CGNC/S&T Chair $25,000 |
| Lead Independent Director Retainer | N/A for McKenzie | Increased to $55,000 in 2H24 (program change) |
2024 actual director compensation (reported):
- Cash fees: $129,354; Stock awards: $400,110; All other comp (charitable match): $20,500; Total: $549,964 .
Performance Compensation (Equity for Directors)
- Annual equity retainer: $400,000 value each May 1; directors may elect options (fully vested at grant), RSUs (vest at first anniversary), or 50/50 mix .
- 2024 grant sizing (reference): 100% RSU grant equated to 1,001 RSUs on May 1, 2024 at $400,110 fair value; 100% options equated to 3,142 options at $400,008 fair value (exercise $399.71) .
- Deferred compensation: Directors may defer 50% or 100% of cash/RSU into deferred stock units, paid in stock upon board departure, change in control, disability, or death .
Director equity status (as of 12/31/2024):
| Metric | Amount |
|---|---|
| Outstanding RSUs | 1,001 |
| Outstanding Deferred Stock Units (DSUs) | 5,990 |
| Outstanding Options (all exercisable) | None |
| 2024 Equity Grant Reference (program) | 1,001 RSUs for 100% RSU election on 5/1/2024 |
Other Directorships & Interlocks
- Current public company boards: MetLife; agilon health .
- Compensation Committee Interlocks: Vertex reports none for MDCC members (includes McKenzie) in 2024; no related-person transactions involving MDCC members .
- Shared directorships with Vertex customers/suppliers: Not disclosed for McKenzie. Note: another director (Lagarde) is Thermo Fisher COO and Thermo Fisher is a supplier; this is not attributed to McKenzie .
Expertise & Qualifications
- Core strengths: Digital transformation, enterprise IT, cybersecurity oversight, and scaling global healthcare/software operations .
- Education/credentials: B.S. (Purdue); UCLA IT Management Program; CERT Certificate for Cybersecurity Oversight (Carnegie Mellon SEI) .
- Vertex role fit: Contributes to audit committee oversight of cyber risk and MDCC oversight of executive compensation and talent, leveraging her technology and operational background .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 8,633 shares; “<1%” of shares outstanding (257,080,844) |
| Outstanding RSUs | 1,001 (unvested at 12/31/2024) |
| Deferred Stock Units | 5,990 (paid in stock upon separation or other triggers) |
| Options | None outstanding |
| Hedging/Pledging | Prohibited for directors under Vertex policy |
| Stock ownership guidelines | Directors must hold ≥5x annual cash retainer; as of 3/17/2025, all non-employee directors, including McKenzie, in compliance |
Governance Assessment
- Board effectiveness and engagement: Independent director with 100% 2024 attendance and service on two key committees (Audit & Finance; MDCC), signaling strong engagement in both risk/cyber oversight and pay/talent governance .
- Alignment and incentives: Mix of cash retainer and substantial annual equity ($400k) with the ability to defer into DSUs; in compliance with a stringent 5x retainer ownership guideline; anti-hedging/pledging policies further support alignment .
- Conflicts/related-party exposure: No related-person transactions disclosed involving McKenzie; only 2024 related-party item was CFO’s daughter’s non-executive employment ($127k), overseen by the audit committee per policy .
- Compensation committee integrity: No MDCC interlocks; independent consultant (Pearl Meyer) engaged; clawback policies (Dodd-Frank compliant and misconduct-based) in place—positive for investor confidence .
- Shareholder responsiveness context: Board reduced special-meeting threshold from 40% to 25% after 2024 outreach—broader governance responsiveness that supports confidence in the board’s stewardship (contextual to all directors) .
- Risk indicators: None flagged specific to McKenzie. Audit scope includes cybersecurity; hedging/pledging prohibited; robust Code of Conduct and insider trading policy apply to directors .
RED FLAGS: None disclosed for McKenzie (no attendance shortfalls, no related-party transactions, no hedging/pledging, no interlocks). The only 2024 related-party item involved another executive’s family member; not connected to McKenzie .
Director Compensation (Detail for 2024)
| Component | Amount |
|---|---|
| Fees Earned (Cash) | $129,354 |
| Stock Awards (Grant-date FV) | $400,110 |
| Option Awards | $0 |
| All Other Compensation (matching gifts) | $20,500 |
| Total | $549,964 |
Program structure reference:
- Annual cash retainer: $100,000; committee membership retainers (Audit $15k; MDCC $12.5k); equity retainer $400,000 (RSUs vest in 12 months or fully-vested options at grant); deferral into DSUs available .
Related Party Transactions (Conflict Review)
- Policy: Related-party transactions (>$120,000 and involving directors/officers/5% holders or immediate family) are reviewed under Vertex’s Related Party Transaction Policy by the Audit Committee .
- 2024 disclosure: One related-party transaction—CFO’s daughter’s employment ($127,000 comp) with standard benefits; no other related-party transactions disclosed (none involving McKenzie) .
Compensation Committee Analysis (Context for McKenzie’s MDCC Service)
- MDCC members in 2024: Carney, Sachs (Chair), Upadhyay, McKenzie, Schneider; all independent; no interlocks .
- Consultant: Pearl Meyer; independence reviewed; no conflicts .
- Practices: Multi-metric PSUs, clawbacks, stock ownership guidelines, no option repricing, no 280G gross-ups; robust shareholder engagement (2024 say-on-pay approval ~91%)—supports pay-for-performance integrity .
Signals for Investors
- Adds distinctive cyber/IT risk oversight to audit and pay committees—a relevant competency given Vertex’s expanding modalities and data footprint .
- Strong engagement (100% attendance), alignment (equity/DSUs, ownership compliance), and no disclosed conflicts strengthen governance quality and investor confidence .
- Board-level responsiveness (special-meeting threshold reduction) showcases active shareholder engagement and nimble governance culture, reflecting well on independent directors collectively .