Jeffrey Leiden
VERTEX PHARMACEUTICALS INC / MAAbout Jeffrey Leiden
Jeffrey M. Leiden, M.D., Ph.D., age 69, is Executive Chairman of Vertex Pharmaceuticals; he has served on Vertex’s board since 2009, as Chairman since 2012, and previously as CEO and President from 2012 through March 2020 . He holds an M.D., Ph.D., and B.A. from the University of Chicago and is a distinguished physician-scientist with senior executive experience at Abbott and Clarus Ventures . Under his leadership and continuing stewardship, Vertex reached net product revenue of $11.02B in 2024 (+12% YoY), marking a decade of consecutive double‑digit revenue growth, while the stock price hit an all‑time high of $519.88; the company notes long‑term TSR outperformance since 2012 and market capitalization growth from ~$7B (early 2012) to ~$103B (end‑2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vertex Pharmaceuticals | CEO & President | 2012–Mar 2020 | Led CF portfolio expansion, established serial innovation and commercial scaling . |
| Vertex Pharmaceuticals | Executive Chairman | 2020–present | Oversees BD, cell/genetic therapy guidance, external communications & government affairs; board composition and succession . |
| Abbott Laboratories | President & COO, Pharmaceuticals Products Group; Director | 2001–2006 | Global operating leadership in pharma; public policy experience . |
| Clarus Ventures | Managing Director | 2006–2012 | Life‑sciences venture investing; strategic BD perspective . |
| University of Chicago; Harvard | Professor/Chief of Cardiology; Director, CVRI; Professor of Biological Sciences | 1987–2000 | Scientific and clinical leadership underpinning drug discovery expertise . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vertex Board | Chairman | 2012–present | Board leadership; governance continuity . |
| Shire plc | Director; Non‑Executive Vice Chairman | 2006–2012 | Specialty biopharma oversight . |
| Quest Diagnostics | Director | 2014–2019 | Diagnostics industry perspective . |
| Revolution Healthcare Acquisition Corp. | Chairman | 2021–2022 | SPAC leadership and healthcare dealmaking . |
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Cash salary for Executive Chairman role | No cash compensation | Extended employment agreement through 2027 continues to provide no cash compensation other than an annual cash payment to facilitate benefits . |
| Annual cash payment (benefits facilitation) | $70,000 (2024) | Paid to facilitate participation in company benefit plans . |
Performance Compensation
| Incentive type | Grant details (2024) | Metric/weighting | Target vs actual | Payout | Vesting |
|---|---|---|---|---|---|
| PSUs (financial) | $3.25M grant‑date fair value | Net product revenue (one‑year, 0–200% range) | Max threshold >$10.715B vs actual $10.75B (FX‑adjusted PSU framework) | 200% (max) | Earned shares cliff vest after ~1 year (Executive Chairman design) . |
| RSUs (time‑based) | $3.25M grant‑date fair value | Retention/stock price alignment | N/A | N/A | Immediately vested RSUs for Executive Chairman . |
Performance plan design and governance:
- Vertex maintains a 50% PSU / 50% RSU mix for NEOs; Executive Chairman awards use the same one-year financial PSU metrics with non-financial PSUs used for NEOs; non-financial PSUs (3‑year milestones set in 2022) paid 200% in Feb 2025 for NEO cohort .
- Compensation program is highly performance‑linked; say‑on‑pay approval ~91% in 2024, with extensive shareholder outreach .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership | 161,540 shares beneficially owned as of March 17, 2025; less than 1% of shares outstanding . |
| Insider trading policy | Prohibits hedging, pledging, and speculative transactions for directors/executives . |
| Ownership guidelines | Non‑employee directors: minimum 5× annual cash retainer; all non‑employee directors in compliance (March 17, 2025). Executive officer guidelines: CEO 6× salary; EVPs 4×; all NEOs satisfied holdings (as of March 17, 2025) . |
| Clawbacks | Dodd‑Frank compliant restatement clawback; separate fraud/misconduct clawback enabling recovery of incentive compensation . |
Recent Insider Transactions (selling pressure and vesting context)
| Filing date | Transaction date | Type | Shares | Price ($) | Post‑transaction owned | Link |
|---|---|---|---|---|---|---|
| 2025-11-17 | 2025-11-14 | Sale (S) | 32,234 | 440.30 | 45,396 | https://www.sec.gov/Archives/edgar/data/875320/000087532025000234/0000875320-25-000234-index.htm |
| 2025-11-17 | 2025-11-13 | Sale (S) | 18,528 | 440.22 | 25,186 | https://www.sec.gov/Archives/edgar/data/875320/000087532025000234/0000875320-25-000234-index.htm |
| 2025-11-17 | 2025-11-14 | Option exercise (M‑Exempt) | 39,769 (converted) | 86.52 | 77,630 (stock) / 63,781 (options line) | https://www.sec.gov/Archives/edgar/data/875320/000087532025000234/0000875320-25-000234-index.htm |
Notes: Form 4 shows exempt option exercises and subsequent sales; prices and post‑transaction holdings reflect reported lines in the filing. Reporting name: “LEIDEN JEFFREY M,” type: “director, officer: Executive Chairman” .
Employment Terms
| Term | Details |
|---|---|
| Contract term | Employment agreement for Executive Chairman extended to 2027; equity awards continue; no cash compensation other than annual payment to facilitate benefits . |
| Severance/change‑in‑control | Company discloses CEO/EVP change‑in‑control double‑trigger terms (cash multiples, full accelerated vesting); Vertex policy against 280G excise tax gross‑ups; Executive Chairman specific severance terms not itemized in proxy sections reviewed . |
| Non‑compete/other covenants | CEO/EVP agreements include non‑compete; Insider Trading Policy governs directors/officers; Executive Chairman specific covenant language not detailed in the cited sections . |
| Retirement/vesting policy | Company‑wide retirement vesting program exists; 2025 amendments apply to those hired on/after Jan 1, 2025; legacy participants (hired before 2025) get partial acceleration per formula; program details disclosed for employees generally . |
Board Governance (service history, committees, independence)
- Board service: Director since 2009; Chairman since 2012; Executive Chairman since 2020; not independent .
- Dual‑role implications: Chair and CEO roles are separated (Reshma Kewalramani is CEO/Director), with a Lead Independent Director (Bruce Sachs) providing robust counterbalance; independent directors meet in executive session at each regular board meeting .
- Committees: Audit & Finance, CGNC, MDCC, and Science & Technology committees are composed of independent directors; Executive Chairman is not listed as a committee member .
- Attendance: Board met 8 times in 2024; all incumbent directors attended 100% of the meetings of the board and committees on which they served; all directors attended the 2024 AGM .
Performance Context (Revenues and EBITDA – last 5 fiscal years)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $6,202,800,000* | $7,573,400,000* | $8,930,700,000* | $9,869,200,000* | $11,020,100,000* |
| EBITDA ($USD) | $3,163,500,000* | $4,017,900,000* | $4,526,700,000* | $4,477,000,000* | $4,577,000,000* |
Values retrieved from S&P Global.*
Context: Vertex’s net product revenues in 2024 were $11.02B per proxy narrative (company performance scorecard) .
Compensation Structure Analysis
- Confidence signals: Executive Chairman compensation is predominantly equity‑based (no cash salary; immediate RSUs plus one‑year financial PSUs), aligning pay with near‑term financial delivery and long‑term equity value; 2024 PSUs paid out at 200% on exceeding net product revenue goals .
- Risk controls: No 280G tax gross‑ups, double‑trigger change‑in‑control for executives, clawbacks for restatements and misconduct, and anti‑hedging/pledging policy for directors/executives .
- Peer group and benchmarking: MDCC uses a robust large‑cap biopharma peer set and independent consultant (Pearl Meyer) to calibrate competitiveness; more than 90% NEO pay is performance‑linked .
Investment Implications
- Alignment: Leiden’s all‑equity structure (immediate RSUs and PSUs tied to net product revenue) and prohibitions on hedging/pledging support strong alignment; recurring PSU max achievements reflect consistent revenue delivery but raise the bar for sustaining growth diversification beyond CF .
- Trading signals: November 2025 Form 4s show exempt option exercises and sizable open‑market sales near $440/share, which may indicate routine liquidity and/or plan activity; monitor subsequent filings for pattern persistence and any 10b5‑1 references .
- Retention and succession: Executive Chairman contract extended to 2027 with equity‑only compensation suggests continued strategic engagement (BD, cell/gene therapy, public affairs); the separated Chair/CEO structure, active Lead Independent oversight, and high board attendance mitigate dual‑role independence concerns .
- Performance lens: With 2024 revenue at $11.02B and long‑term TSR outperformance, pay‑for‑performance remains intact; watch execution in new launches (CASGEVY, JOURNAVX) and pivotal programs (inaxaplin, povetacicept, zimislecel) that underpin future PSU milestones and diversification .