Lloyd Carney
VERTEX PHARMACEUTICALS INC / MAAbout Lloyd Carney
Lloyd Carney, age 63, has served on Vertex’s board since 2019. He is an independent director, Chair of the Corporate Governance & Nominating Committee (CGNC), and a member of the Audit & Finance Committee, where he is designated an “audit committee financial expert.” His background includes CEO roles at multiple global technology companies and current public company directorships at Visa Inc. and Grid Dynamics Holdings Inc.; his education includes a B.S. in Electrical Engineering Technology (Wentworth Institute of Technology) and an M.S. in Applied Business Management (Lesley College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brocade Communications Systems Inc. | Chief Executive Officer and Director | 2013–2017 | Led operations, strategic planning, finance, IT/cybersecurity; sold to Broadcom |
| Xsigo Systems | Chief Executive Officer | 2008–2012 | Cloud infrastructure execution and sale to Oracle |
| Micromuse Inc. | Chief Executive Officer and Chairman | 2003–2006 | Business assurance software; sale to IBM |
| ChaSerg Technology Acquisition Corp. | Chief Executive Officer | 2018–2020 | SPAC leadership |
| Carney Technology Acquisition Corp. II | Chief Acquisition Officer | 2020–2023 | SPAC acquisitions |
| Juniper Networks; Nortel Networks; Bay Networks | Senior leadership roles | Not disclosed | Operations and risk management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Visa Inc. | Director | Current | Public company board |
| Grid Dynamics Holdings Inc. | Director | Current | Public company board |
| University of Technology, Jamaica | Chancellor | Since Aug 2022 | Public university leadership |
| Government of Jamaica | Ambassador/Special Investment Envoy for Technology | Since May 2023 | Technology investment envoy |
| Nuance Communications Inc. | Director | Until Mar 2022 | Company acquired by Microsoft |
Board Governance
- Independence: Vertex’s board determined Carney is independent under Nasdaq standards; independent directors meet in executive session at each regularly scheduled board meeting .
- Committee assignments: Chair – Corporate Governance & Nominating; Member – Audit & Finance; served on Management Development & Compensation Committee (MDCC) during 2024 .
- Attendance: The board met 8 times in 2024; each incumbent director attended 100% of board and applicable committee meetings. Committee meeting counts: Audit (9), CGNC (5), MDCC (6), Science & Technology (5) .
- Audit expertise: Carney is designated an “audit committee financial expert” alongside other Audit members .
- Governance actions: Vertex reduced the special meeting threshold from 40% to 25% following shareholder outreach (reflects board responsiveness) .
- Say-on-pay: 2024 advisory vote on executive compensation received ~91% support (indicator of governance and pay alignment) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $139,073 | Actual cash paid to Carney |
| Annual Cash Retainer (program) | $100,000 | Standard non-employee director retainer |
| Committee Chair Retainer (CGNC) | $25,000 | For CGNC chair role |
| Committee Membership Retainer (Audit) | $15,000 | For Audit & Finance membership |
| All Other Compensation (Vertex Foundation Matching Gifts) | $25,000 | Matching gift program participation |
Program features: non-employee directors may defer 50% or 100% of cash/RSU compensation into deferred stock units; directors are reimbursed for business-related expenses .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Non-Employee Director RSUs | May 1, 2024 | 1,001 | $400,110 | One-year vest (first anniversary) | None (director equity not performance-based) |
- Annual equity retainer structure: directors can elect fully-vested options, one-year vesting RSUs, or a 50/50 mix; Carney’s 2024 equity was in RSUs (no performance conditions) .
- Vertex maintains a clawback policy and prohibits re-pricing of options without shareholder approval, reinforcing pay governance .
Other Directorships & Interlocks
| Company | Role | Potential Interlock with Vertex |
|---|---|---|
| Visa Inc. | Director | No related-party transaction disclosed with Vertex |
| Grid Dynamics Holdings Inc. | Director | No related-party transaction disclosed with Vertex |
- Related party oversight: Audit Committee reviews and approves related person transactions; 2024 disclosure noted only CFO’s daughter employment as a related party transaction—none involving Carney .
Expertise & Qualifications
- CEO experience at Brocade, Xsigo, Micromuse; extensive operations, strategy, finance, IT/cybersecurity, and risk management expertise .
- Audit committee financial expert designation (financial literacy and oversight capabilities) .
- Technology and cybersecurity perspective; governance and succession planning leadership as CGNC Chair .
- Education credentials: B.S. Electrical Engineering Technology, M.S. Applied Business Management; honorary doctorates in Engineering and Technology .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 6,319 shares; less than 1% |
| Outstanding RSUs (12/31/2024) | 1,001 |
| Options (All Exercisable, 12/31/2024) | None |
| Deferred Stock Units (12/31/2024) | None |
| Within 60 days of Mar 17, 2025: Unvested RSUs vesting | 1,001 |
| Stock Ownership Guideline Compliance | In compliance; guideline requires ≥5x annual cash retainer for directors |
- Anti-hedging/pledging: directors are prohibited from short selling, hedging, purchasing/selling derivatives, and pledging Vertex securities (alignment and risk mitigation) .
Governance Assessment
- Strengths: Independent status; 100% attendance; CGNC Chair role positions Carney at the center of governance structure, board composition, and CEO succession oversight; Audit membership with “financial expert” designation enhances financial oversight; director compensation aligned with market and primarily in equity, supporting ownership and alignment .
- Alignment: Complies with strict anti-hedging/pledging policy and ownership guidelines; beneficial ownership, RSU grants, and no related-party transactions or pledging indicate low conflict risk and solid “skin-in-the-game” posture .
- Board responsiveness: Reduction of special meeting threshold to 25% following investor outreach signals governance engagement; continued strong Say-on-Pay support (~91% in 2024) underpins investor confidence in oversight and pay practices .
- Potential risks/red flags: None identified specific to Carney—no related person transactions, no hedging/pledging, no attendance issues. Note that one director (not Carney) is an executive at Thermo Fisher, a Vertex supplier—board policy addresses related party risks via Audit Committee review .
Implications: Carney’s combination of governance leadership (CGNC Chair), audit expertise, and technology/cybersecurity experience supports board effectiveness in oversight of risk, succession, and strategic governance. Absence of conflicts and strong attendance/independence metrics are positive signals for investor confidence .