Jennifer Schneider
VERTEX PHARMACEUTICALS INC / MAAbout Jennifer Schneider
Jennifer Schneider, M.D., is an independent director of Vertex Pharmaceuticals, age 50, serving since 2024. She is Co‑Founder and CEO of Homeward Health Inc. (since 2022), and previously served as President (2018–2020) and Chief Medical Officer (2015–2018) at Livongo; she also held multiple leadership roles at Castlight Health (2010–2015). Dr. Schneider holds a B.S. in Biology (College of the Holy Cross), an M.D. (Johns Hopkins), and an M.S. in Health Services Research (Stanford), bringing deep healthcare and technology expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Livongo Health | President | Dec 2018 – Oct 2020 | Led largest consumer digital health IPO; merger with Teladoc |
| Livongo Health | Chief Medical Officer | Sep 2015 – Dec 2018 | Clinical leadership, product and outcomes focus |
| Castlight Health | Chief Medical Officer, prior leadership roles | 2010 – 2015 | Healthcare navigation; clinical product leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Homeward Health Inc. | Co‑Founder & CEO | 2022 – present | Rural care delivery focused; private company |
| Revolution Healthcare Acquisition Corp. (SPAC) | Director | Mar 2021 – Dec 2022 | Prior public company board role |
| Health Assurance Acquisition Corp. (SPAC) | Director | Sep 2020 – Nov 2022 (liquidated) | Prior public company board role |
Board Governance
- Independence: Vertex board determined Jennifer Schneider is independent under Nasdaq rules; nine of eleven nominees are independent .
- Committee assignments: Member, Management Development & Compensation Committee (MDCC) .
- Attendance: In 2024, the board met 8 times; each incumbent director attended 100% of board and committee meetings during their service in 2024, and all current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session without management at each regularly scheduled board meeting .
- Lead Independent Director: Bruce I. Sachs serves as Lead Independent Director; LID responsibilities detailed in proxy .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Management Development & Compensation (MDCC) | Member | 6 |
| Audit & Finance | — | 9 |
| Corporate Governance & Nominating (CGNC) | — | 5 |
| Science & Technology (S&T) | — | 5 |
Fixed Compensation
| Year | Fees Earned/Paid in Cash | Stock Awards (Grant-Date FV) | Option Awards (Grant-Date FV) | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $70,776 | $400,093 (Initial RSU grant) | $— | $25,000 (Foundation matching gifts) | $495,869 |
| Non-Employee Director Program Element | Amount/Terms |
|---|---|
| Annual Cash Retainer | $100,000 |
| Committee Membership Retainer (MDCC) | $12,500 |
| Committee Chair Retainer (MDCC) | $25,000 |
| Annual Lead Independent Director Retainer | $55,000 (increased from $40,000 in 2H 2024) |
| Annual Equity Retainer | $400,000 value-based; director elects 100% options (fully vested at grant), 100% RSUs (vest on 1st anniversary), or 50/50 mix |
| Initial Equity Grant (new directors) | $400,000 in RSUs vesting after 12 months |
Performance Compensation
- Non-employee director equity is not performance-based; directors elect options (fully vested) or RSUs (time-based vesting). No performance metrics or PSUs apply to director compensation .
| Equity Award | Grant Date | Instrument | Shares/Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Initial RSU Grant (Jennifer Schneider) | May 15, 2024 | RSU | 922 | 12 months (per initial grant policy) | $400,093 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Revolution Healthcare Acquisition Corp. (SPAC); Health Assurance Acquisition Corp. (SPAC) |
| Compensation committee interlocks | During 2024, MDCC members (incl. Schneider) were independent; none were officers/employees; no relationships requiring Item 404(a) disclosure; no reciprocal comp committee interlocks with other companies’ executives |
Expertise & Qualifications
- Credentials: B.S. (Holy Cross), M.D. (Johns Hopkins), M.S. (Stanford, Health Services Research) .
- Domain expertise: Healthcare and technology leadership; IPO/merger execution (Livongo IPO and Teladoc merger); practicing physician experience; building tech-enabled clinical service access .
- Board-relevant skills: Financial literacy expectations for directors; healthcare/biotech industry knowledge; public policy/regulatory awareness .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components within 60 days |
|---|---|---|---|
| Jennifer Schneider | 922 | * (<1%) | Unvested RSUs vesting within 60 days: 922; Options: —; DSUs: — |
| Ownership Policy | Status/Notes |
|---|---|
| Non-employee director stock ownership guideline | Hold value ≥ 5x annual cash retainer within 5 years; excludes unexercised options |
| Compliance status | As of Mar 17, 2025, all non-employee directors were in compliance and satisfied holding requirements; Schneider joined May 2024 and has five years to satisfy individual holding requirements |
Governance Assessment
- Board effectiveness: Schneider adds operating and clinical depth from technology-enabled care and digital health, aligned with Vertex’s patient-centric innovation model; independence and MDCC membership support robust oversight of pay practices .
- Attendance and engagement: 100% attendance for incumbent directors; Schneider signed the MDCC report, evidencing active committee participation .
- Alignment and ownership: Initial RSU grant (922 units; $400,093 FV) and five-year guideline window indicate early-stage ownership; policy requires 5x cash retainer value, supporting future alignment .
- Compensation governance signals: MDCC uses an independent compensation consultant; 2024 program refinement increased Lead Independent Director retainer to reflect role scope; say-on-pay support remained high (≈91%)—indicative of investor confidence in compensation oversight .
- Conflicts/related-party exposure: No related-party transactions involving Schneider disclosed; MDCC interlocks and insider participation were vetted with no Item 404(a) relationships noted .
RED FLAGS: None disclosed specific to Schneider (no related-party transactions; independent status; full attendance). Note: early tenure implies modest immediate beneficial holdings (922 RSUs) with guideline-based ramp over five years .
Say-on-Pay & Shareholder Feedback (context for MDCC oversight)
- Say-on-pay approval: 2024 advisory vote approved with ~91% support; average >91% over last five years .
- Shareholder outreach: Vertex engaged shareholders representing ~70% of outstanding shares in 2024 on governance and compensation topics .