Suketu Upadhyay
VERTEX PHARMACEUTICALS INC / MAAbout Suketu Upadhyay
Suketu Upadhyay, age 56, has served on Vertex’s board since 2022 as an independent director. He chairs the Audit and Finance Committee and is a member of the Management Development and Compensation Committee; he qualifies as an SEC “audit committee financial expert.” He is CFO and EVP, Finance, Operations & Supply Chain at Zimmer Biomet (since July 2019), with prior senior finance roles at Bristol-Myers Squibb, Endo International, Becton Dickinson, AstraZeneca, and Johnson & Johnson; he holds a BS in Finance (Albright College) and an MBA (Duke Fuqua); CPA and CMA designations are currently inactive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zimmer Biomet | Chief Financial Officer and EVP – Finance, Operations & Supply Chain | Since July 2019 | Current operating executive; healthcare finance and operations expertise |
| Bristol-Myers Squibb | SVP, Global Financial Operations | 2016–June 2019 | Global finance leadership in biopharma |
| Endo International | EVP & Chief Financial Officer | 2013–2016 | Public-company CFO experience |
| Becton Dickinson | Interim CFO; SVP Finance (Corporate Controller/PAO); SVP Global FP&A; VP & CFO International | Not specified | Broad financial leadership; principal accounting officer experience |
| AstraZeneca; Johnson & Johnson | Various global finance & strategy roles (R&D, Supply Chain, Commercial Ops, BD) | Not specified | Full-spectrum life sciences finance exposure |
| KPMG | Public accounting (early career) | Not specified | CPA/CMA (inactive) foundation |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Zimmer Biomet | CFO & EVP – Finance, Operations & Supply Chain | No (executive role; not a director) | Healthcare device exposure |
| Other public company boards | — | None | No other directorships reported |
Board Governance
- Independence: Vertex board determined Upadhyay is independent under Nasdaq rules .
- Committees: Chair – Audit & Finance; Member – Management Development & Compensation (MDCC). Audit Committee membership includes Lloyd Carney, Michel Lagarde, and Diana McKenzie; all independent and financial experts .
- Audit oversight scope: Financial reporting, internal controls, auditor independence, tax, cybersecurity, related person transactions, Code of Conduct oversight .
- Attendance: In 2024, board met 8 times; each incumbent director attended 100% of board and committee meetings; committees met Audit (9), CGNC (5), MDCC (6), S&T (5). Independent directors meet in executive session at each regularly scheduled board meeting .
- 2025 election vote: For 224,313,828; Against 1,839,542; Abstain 88,866 (elected to serve until 2026 annual meeting) .
| 2024 Meeting Counts | Board | Audit | CGNC | MDCC | S&T |
|---|---|---|---|---|---|
| Meetings | 8 | 9 | 5 | 6 | 5 |
| Attendance (Upadhyay) | 100% (all incumbent directors 100%) | 100% | — | 100% | — |
| 2025 Annual Meeting – Director Election (Upadhyay) | For | Against | Abstain |
|---|---|---|---|
| Votes | 224,313,828 | 1,839,542 | 88,866 |
Fixed Compensation
- Non-employee director cash program: Annual cash retainer $100,000; Audit Chair retainer $30,000; MDCC member retainer $12,500; no per‑meeting fees; Lead Independent Director retainer increased from $40,000 to $55,000 in 2H 2024 based on peer assessment .
- 2024 cash actually paid (Upadhyay): $137,864 .
| Cash Compensation (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $137,864 |
| Audit & Finance Committee Chair Retainer (program terms) | $30,000 |
| MDCC Membership Retainer (program terms) | $12,500 |
| Annual Cash Retainer (program terms) | $100,000 |
Performance Compensation
- Equity structure: Annual equity retainer of $400,000 value (director election of options fully vested at grant, RSUs vest on first anniversary, or 50/50 mix). Directors may defer 50% or 100% of cash and RSUs into deferred stock units (DSUs) .
- 2024 equity for Upadhyay: Stock awards $400,110; option awards $0. The annual non-employee director RSU grant on May 1, 2024 was 1,001 RSUs (value $400,110); option awards valued at grant using Black-Scholes were $127.31 per option, but Upadhyay did not receive options in 2024 .
| Equity Awards (2024) | Date | Type | Shares/Units | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual Non-Employee Director Grant (Upadhyay) | May 1, 2024 | RSUs (vest on first anniversary) | 1,001 | — | $400,110 |
| Option Awards (Upadhyay) | — | — | — | — | $0 |
| Option grant fair value (program, any options granted 2024) | May 1, 2024 | Options (fully vested upon grant) | 3,142 or 1,571 (other directors) | $399.71 | $127.31 per option |
- Performance metrics tied to director compensation: Not applicable; director equity is time-based. Vertex uses one‑year financial metrics for PSUs, but those apply to executives, not non‑employee directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (Upadhyay) | None |
| Compensation Committee interlocks | MDCC members (including Upadhyay) were independent; no relationships requiring Item 404(a) disclosure; no reciprocal board/comp committee interlocks with other companies in 2024 |
Expertise & Qualifications
- Audit committee financial expert (SEC definition); deep healthcare finance across pharma, hospital supply, and medical devices; broad perspective across integrated life sciences business .
- Executive experience in finance, operations, supply chain; early-career public accounting; BS Finance (Albright) and MBA (Duke Fuqua); CPA and CMA (inactive) .
Equity Ownership
- Outstanding equity (non-employee director, as of December 31, 2024): RSUs 1,001; DSUs 1,403; options none .
- Beneficial ownership items (as of March 17, 2025): DSUs 2,404; no stock options exercisable; no unvested RSUs vesting within 60 days listed for Upadhyay (consistent with DSU elections availability) .
- Ownership guidelines: At least five times annual cash retainer within five years; all non‑employee directors were in compliance as of March 17, 2025 .
| Ownership Detail | As of | RSUs | DSUs | Options (Exercisable) |
|---|---|---|---|---|
| Outstanding Equity (table) | Dec 31, 2024 | 1,001 | 1,403 | — |
| Beneficial Ownership Items | Mar 17, 2025 | — | 2,404 | — |
| Stock Ownership Guideline Compliance | Mar 17, 2025 | — | — | — |
| Compliance Status | Mar 17, 2025 | In compliance (all non-employee directors) | — | — |
Governance Assessment
- Strengths: Independent director; Audit & Finance Committee chair with financial expert designation; robust audit remit including cybersecurity and related-person transaction oversight; perfect attendance in 2024; strong shareholder support in 2025 election; director pay structure balanced with mix of fixed cash and time‑based equity; ownership guideline compliance .
- Incentive alignment: Annual $400k equity retainer (RSUs/options/50-50 choice) with potential DSU deferral supports ownership build without performance gaming; no meeting fees reduce incentives for excessive meetings .
- Conflicts/Interlocks: No Item 404(a) related-person transactions for MDCC members; no compensation committee interlocks in 2024. Upadhyay’s executive role at Zimmer Biomet does not present disclosed related-party exposure at Vertex; oversight of related person transactions sits with the Audit Committee he chairs .
- Shareholder signals: 2024 Say‑on‑Pay approved (For: 208,886,386; Against: 17,048,300; Abstain: 307,550), suggesting investor confidence in compensation governance. Lead Independent Director retainer increase to $55,000 in 2H 2024 reflects market benchmarking and governance maturity .