DEF 14A of Vertex Pharmaceuticals Inc / Ma
Filed Apr 2, 2026 · FY20250000875320-26-000153
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| MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT | 75 | | COMPENSATION AND EQUITY TABLES | 76 | | Summary Compensation Table ................................................................................................................................................................ | 76 | | Grants of Plan-Based Awards During 2025 ........................................................................................................................................... | 78 | | Outstanding Equity Awards at Fiscal Year-End for 2025 .................................................................................................................... | 79 | | Option Exercises and Stock Vested for 2025 ........................................................................................................................................ | 81 | | SUMMARY OF TERMINATION AND CHANGE OF CONTROL BENEFITS | 82 | | EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS | 84 | | PAY RATIO | 87 | | PAY VERSUS PERFORMANCE | 88 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 92 | | OTHER INFORMATION | 94 | | Other Matters .............................................................................................................................................................................................. | 94 | | Shareholder Proposals and Nominations for Director for the 2027 Annual Meeting ...................................................................... | 94 | | Shareholder Communications to the Board ........................................................................................................................................... | 94 | | Householding of Annual Meeting Materials ........................................................................................................................................... | 95 | | Solicitation .................................................................................................................................................................................................... | 95 | | Forward-Looking Statements .................................................................................................................................................................... | 95 | | FREQUENTLY ASKED QUESTIONS REGARDING THE ANNUAL MEETING | 96 | | APPENDIX A: VERTEX PHARMACEUTICALS INCORPORATED 2026 STOCK AND OPTION PLAN | A-1 |
$0.5B
We are singularly focused on bringing transformative medicines to people with serious diseases, and we are committed to operating our business responsibly and disclosing our progress to stakeholders on an annual basis. Our progress and efforts with respect to environmental, social, and governance topics, including community engagement and workplace practices, were recognized broadly in 2025. A selection of awards and recognitions include Forbes’ World’s Best Employers, Fortune 100 Best Companies to Work For® 2025, TIME 100 Most Influential Companies, Points of Light’s Civic 50, Science Magazine’s Top Employers, TIME Magazine’s Best Inventions of 2025 for JOURNAVX, U.S. News & World Report Best Companies to Work For and many others. Our corporate responsibility priorities relate to four objectives that are fundamental to our business: improving the lives of people with serious diseases; fostering a culture of innovation, integrity, and belonging; carefully managing our operations and environmental footprint; and making a positive impact in our communities. In 2025, our executive compensation program received substantial support, with approval by approximately 92% of the votes cast at the annual meeting. We believe this support is consistent with our shareholders’ understanding of our business model, our pay- for-performance compensation philosophy, and the long-term value we are creating. Our management development and compensation committee (“MDCC”) and our board of directors reviewed our compensation programs and made the following key decisions with respect to 2025 compensation: •We maintained the base salary and target cash bonus as a percentage of base salary for Dr. Reshma Kewalramani, our CEO and President. Based on a comparative analysis to companies in our peer group, we increased her target equity level to $14.5 million from $13.5 million. •We entered into a new employment agreement and new change of control agreement with Mr. Wagner in connection with his appointment as Chief Operating and Financial Officer. Under this new employment agreement, Mr. Wagner receives a base salary of $1 million, an increase from $950,000, and a target cash bonus of 100% of his base salary, an increase from his prior target of 90%. •We maintained the base salaries and target cash bonuses as a percentage of base salary for Dr. Carmen Bozic, Mr. Amit Sachdev, and Dr. Nia Tatsis. Based on a comparative analysis to companies in our peer group, we increased Mr. Wagner’s target equity level to $5.25 million from $4.75 million and the target equity level to $4.5 million from $4.0 million for our other executive vice presidents. •Our performance in 2025 resulted in the MDCC determining that we had achieved a Leading rating for 2025 (131 out of a total potential score of 150), with the payment of annual cash bonuses commensurate with this high level of performance. •Our total revenue exceeded the board’s pre-approved financial targets for 2025, resulting in above target (125%) payout achievement for our 2025 financial-based performance stock units (“PSUs”). In addition, the MDCC determined that our 2023 non-financial PSUs with a three-year performance period achieved maximum (200%) payout based on achieving all milestones associated with the award. •From 2020 through 2025, we maintained the mix of equity granted to our CEO and NEOs with 50% of each award consisting of PSUs that vest solely on the achievement of established performance goals and 50% consisting of time-based restricted stock units (“RSUs”). In connection with the increase in target equity levels, we increased the weight of the PSUs in the mix of equity for the February 2026 annual equity awards. This new equity mix results in more than 50% of the target equity levels consisting of PSUs that only vest upon the achievement of established performance goals with the remainder of the target equity levels consisting of time-based RSUs. This mix emphasizes company performance: specifically, financial strength, pipeline advancement and diversification, and manufacturing excellence. The updated mix of equity further strengthens the alignment of our compensation program with our pay-for-performance philosophy.
Executive Transitions
Executive Transitions Mr. Arbuckle, our former Chief Operating Officer, retired on July 1, 2025. In accordance with the usual practice of our compensation program, in February 2025, Mr. Arbuckle received a cash bonus based on his target of 100% of his base salary and received an equity grant based on his target equity level of $4.75 million. Upon his retirement, the MDCC determined that Mr. Arbuckle was eligible for the retirement vesting provisions of his equity awards.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Board Structure and Composition
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| Board Refreshment |
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Our board believes that board refreshment is integral to effective corporate governance. Our board seeks to balance continuity of experience with fresh perspectives and regularly considers refreshment. The CGNC is responsible for reviewing board composition, and developing membership criteria, and recommending director candidates to the board. The CGNC regularly reviews competencies, qualities, skills, and experiences with the goal of ensuring that its members reflect a wide range of viewpoints, experiences, and specific expertise. In assessing the qualifications of a candidate or nominee, the CGNC considers, among others: demonstrated leadership and strategic thinking in the biopharmaceutical industry or other industries; sound judgment; business, medical, or scientific expertise; the highest ethics and integrity; a commitment to the company’s success; and personal qualities that foster a respectful environment for engaged and constructive discussions. In connection with each incumbent director’s nomination recommendation, the CGNC also considers the overall mix of tenures on the board, a director’s age and length of service on the board, and each director’s performance and suitability. As part of our commitment to continued board refreshment, six of our eleven directors have joined our board since 2020, including five new independent directors.
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| Shareholder-Recommended Director Candidates |
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The CGNC will consider director candidates recommended by shareholders using the same criteria for director selection described above under Director Criteria, Qualifications and Experience. Shareholders recommending candidates for consideration should submit any pertinent information regarding the candidate, including biographical information and a statement by the proposed candidate that the candidate is willing to serve if nominated and elected, by mail to our corporate secretary at our offices at 50 Northern Avenue, Boston, Massachusetts 02210. If a shareholder wishes to nominate a candidate to be considered for election as a director at the 2027 annual meeting of shareholders using the procedures set forth in our by-laws, the shareholder must follow the procedures described in our by-laws and summarized in the section titled Other Information—Shareholder Proposals and Nominations for Director for the 2027 Annual Meeting on page 94 of this proxy statement. If a shareholder wishes to solicit proxies for a shareholder nominee for election to our board at the 2027 annual meeting of shareholders pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the shareholder must follow the procedures set forth in Rule 14a-19 of the Exchange Act and our by-laws. Our by-laws provide for proxy access, a process that allows qualifying shareholders to nominate a director candidate for consideration at an annual meeting of shareholders and have such candidate be included in our proxy materials for the applicable shareholder meeting. The key elements of our proxy access by-law are as follows:
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| Provision | Requirement | | Ownership Threshold and Holding Period | Available to shareholders owning 3% or more of our voting shares continuously for at least 3 years. | | Number of Board Nominees | Total number of proxy access nominees is capped at the greater of 20% of the existing number of board seats (or the closest whole number below 20%) and two. | | Aggregation Limits | 20-shareholder limit on the number of shareholders who can aggregate their shares to satisfy the 3% ownership requirement. | | Proxy Fights | Proxy access nominees will not be included in the proxy materials if we receive notice that a shareholder intends to nominate a candidate who is not to be included in our proxy materials. | | Future Ineligibility | Proxy access nominees who fail to receive at least 10% of the votes cast “for” such nominee may not be re-nominated as a proxy access nominee for the next two annual meetings. |
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The above table is only a summary of our proxy access by-law and is qualified in its entirety by our by-laws.
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| Majority Votes Cast Standard |
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Our by-laws provide for a majority votes cast standard for uncontested elections of our directors. Under our by-laws, director nominees in an uncontested election who receive more votes cast “for” such director nominee than “against” such director nominee are elected. Our board’s policy is that any nominee for director in an uncontested election who receives a greater number of votes “against” than votes “for” the nominee’s election shall promptly tender their resignation to the chair of our board following certification of the shareholder vote. The CGNC will promptly consider the tendered resignation. Based on all factors it deems in its discretion to be relevant, the CGNC will recommend that our board either accept or reject the resignation and may recommend that the board adopt measures designed to address any issues perceived to underlie the election results. Our board will then act on the CGNC’s recommendation. We will promptly disclose our board’s decision, including, if applicable, the reasons for rejecting the tendered resignation. Any director whose resignation is being considered under this policy will not participate in the CGNC or board considerations, recommendations or actions with respect to the tendered resignation.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees Director Nominees
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| | Sangeeta Bhatia | | | | Age: 57 Director Since: 2015 | Board Committees: •Chair – Science and Technology Committee •Member – Corporate Governance and Nominating Committee | | | Experience: | | | Other Public Company Boards: •None | •John J. and Dorothy Wilson Professor of Health Sciences & Technology/Electrical Engineering & Computer Science at the Massachusetts Institute of Technology (“MIT”) since 2005; Director of the Marble Center for Cancer Nanomedicine at the Koch Institute for Integrative Cancer Research at MIT since 2016; Investigator of the Howard Hughes Medical Institute at MIT since 2008 •Co-Founder of Ropirio Therapeutics, a private biotechnology company focused on lymphatic medicine, since 2023 •Co-Founder of Amplifyer Bio, a private biotechnology company focused on oncology diagnostics, since 2023 •Co-Founder of Matrisome Bio, a private biotechnology company, since 2023 •Co-Founder of Port Therapeutics, a private company focused on thermal bioswitches in oncology, since 2022 •Co-Founder of Satellite Bio, a private company focused on developing satellite organs as living therapeutic solutions, since 2020 •Co-Founder of Glympse Bio, a private company focused on developing in vivo sensing technology dedicated to disease monitoring, from 2018 until it was acquired by Sunbird Bio, Inc. in August 2023 •Professor of bioengineering and medicine at the University of California at San Diego, from 1998 through 2005 •Member of the Department of Medicine at Brigham and Women’s Hospital and member of the Broad Institute •Holds a Sc.B. in biomedical engineering from Brown University, an S.M. and Ph.D. in Mechanical Engineering from MIT, and an M.D. from Harvard Medical School | | | | Key Skills and Qualifications: Dr. Bhatia is a leading academic scientist and medical researcher. Her extensive experience in the field of biomedical engineering and in-depth understanding on the use of advanced technologies in medical research provide valuable insights to our board of directors, including with respect to our key research and development initiatives. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Lloyd Carney | | | | Age: 64 Director Since: 2019 | Board Committees: •Chair – Corporate Governance and Nominating Committee •Member – Audit and Finance Committee | | | Experience: | | | Other Public Company Boards: •Visa Inc. •Grid Dynamics Holdings Inc. | •Chief Executive Officer and Chairman, Carney Global Ventures, LLC, an early round investor, since March 2007 •Chief Acquisition Officer of Carney Technology Acquisition Corp. II, a special purpose acquisition corporation, from October 2020 until February 2023 •Chief Executive Officer of ChaSerg Technology Acquisition Corp., a technology acquisition company, from September 2018 until March 2020 •Chief Executive Officer and Director of Brocade Communications Systems Inc., a global supplier of networking hardware and software, from 2013 until it was acquired by Broadcom in 2017 •Chief Executive Officer of Xsigo Systems, a cloud-based infrastructure solutions provider, from 2008 until it was acquired by Oracle in 2012 •Chief Executive Officer and Chairman of Micromuse Inc., a software solutions provider for business and service assurance, from 2003 until it was acquired by IBM in 2006 •Previously held senior leadership roles at Juniper Networks, Inc., Nortel Networks Inc., and Bay Networks, Inc. •Member of the board of directors of Nuance Communications Inc., a publicly traded AI-enabled communication company, until it was acquired by Microsoft Corp in March 2022 •Ambassador/Special Investment Envoy for Technology Jamaica, since May 2023 •Chancellor for the University of Technology, Jamaica, a public university in Jamaica, since August 2022 •Holds a Bachelor of Science degree in Electrical Engineering Technology from Wentworth Institute of Technology, a Master of Science degree in Applied Business Management from Lesley College, an Honorary Doctorate degree in Engineering from Wentworth Institute of Technology and an Honorary Doctorate degree in Technology from University of Technology Jamaica | | | | Key Skills and Qualifications: Mr. Carney brings strong business judgment, honed through his time as a senior executive and board member of multiple global technology companies, to our board of directors. As Chief Executive Officer of multiple technology companies, Mr. Carney has extensive experience in operations, strategic planning, finance, information technology and cybersecurity, and risk management. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Alan Garber | | | | Age: 70 Director Since: 2017 | Board Committees: •Member – Corporate Governance and Nominating Committee •Member – Science and Technology Committee | | | Experience: | | | Other Public Company Boards: •None | •President of Harvard University since August 2024 after serving as Interim President from January to August 2024; Provost of Harvard University and the Mallinckrodt Professor of Health Care Policy at Harvard Medical School, a Professor of Economics in the Faculty of Arts and Sciences, Professor of Public Policy in the Harvard Kennedy School of Government, and Professor in the Department of Health Policy and Management in the Harvard T.H. Chan School of Public Health, from September 2011 to August 2024 •Henry J. Kaiser Jr. Professor, a Professor of Medicine, and a Professor (by courtesy) of Economics, Health Research and Policy, and of Economics in the Graduate School of Business at Stanford University, from 1998 until 2011 •Member of the National Academy of Medicine, the American Society of Clinical Investigation, the Association of American Physicians, and the American Academy of Arts and Sciences •Member of the board of Directors of Exelixis, Inc., a genomics-based drug-discovery company, from January 2005 to May 2024 •Fellow of the American Association for the Advancement of Science, the American College of Physicians, and the Royal College of Physicians •Current Research Associate with the National Bureau of Economic Research and served for nineteen years as founding Director of its Health Care Program •Previously served as a member of the National Advisory Council on Aging at the National Institutes of Health, as a member of the Board of Health Advisers of the Congressional Budget Office, and as Chair of the Medicare Evidence Development and Coverage Advisory Committee at the Centers for Medicare and Medicaid Services •Holds an A.B. summa cum laude, an A.M. and a Ph.D., all in Economics, from Harvard University, and an M.D. with research honors from Stanford University | | | | Key Skills and Qualifications: Dr. Garber brings extensive leadership experience and knowledge regarding science, medicine, and the healthcare industry, and in particular, healthcare economics, to our board of directors. His expertise in health care policy and as an advisor to government agencies provides our board with important insights and perspectives on the issues facing our company. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Reshma Kewalramani | | | | Age: 53 Director Since: 2020 | Position: •Chief Executive Officer and President | | | Experience: | | | Other Public Company Boards: •None | •Chief Executive Officer and President of Vertex Pharmaceuticals Incorporated since April 2020 •Executive Vice President and Chief Medical Officer of Vertex Pharmaceuticals Incorporated from 2018 through March 2020 •Senior Vice President, Late Development of Vertex from 2017 until 2018 •Served in roles of increasing responsibility at Amgen Inc. from 2004 to 2017, most recently as Vice President and Head of U.S. Medical Organization •Industry representative to the FDA’s Endocrine and Metabolic Drug Advisory Committee from 2014 through 2019 •Member of the Board of Directors of Ginkgo Bioworks Holdings, Inc., a publicly traded biotechnology company, from 2021 to 2024 •Holds a B.A. from Boston University and an M.D. from Boston University School of Medicine; Dr. Kewalramani completed her internship and residency in Internal Medicine at the Massachusetts General Hospital and her fellowship in Nephrology at the Massachusetts General Hospital and Brigham and Women’s Hospital combined program •Dr. Kewalramani is an alumna of the Harvard Business School, having completed the General Management Program | | | | Key Skills and Qualifications: Dr. Kewalramani possesses strong leadership qualities, significant experience overseeing and scaling the operations of a global enterprise, deep expertise in drug development, and wide-ranging experience in policy matters, demonstrated through her services as a senior executive in the biotechnology sector. She is a physician-executive with extensive industry knowledge garnered through her scientific and medical roles and experience as a global senior leader across multiple disease areas and all stages of drug development. She provides our board of directors with in-depth knowledge of our company gained during her various senior management roles within Vertex and through the day-to-day leadership of our executives as CEO. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Michel Lagarde | | | | Age: 52 Director Since: 2023 | Board Committees: •Member – Audit and Finance Committee | | | Experience: | | | Other Public Company Boards: •None | •Former Executive Vice President and Chief Operating Officer at Thermo Fisher Scientific Inc. (“Thermo Fisher”), a supplier of analytical instruments, life sciences solutions, specialty diagnostics, laboratory, pharmaceutical and biotechnology services, from January 2022 through March 2026; Thermo Fisher is a supplier to Vertex •Executive Vice President at Thermo Fisher from 2019 through 2021 •Senior Vice President and President, Pharma Services at Thermo Fisher from 2017 to 2019, joining Thermo Fisher as Senior Vice President, as a result of its acquisition of Patheon N.V., a pharma services company, in 2017 •President and Chief Operating Officer of Patheon N.V. from 2016 to 2017 •Managing Director of JLL Partners, a private equity firm focused on healthcare, from 2008 to 2016 •Holds a bachelor’s degree in business administration from European University in Antwerp and an executive master’s degree in finance and control from the University of Maastricht and University of Amsterdam | | | | Key Skills and Qualifications: Mr. Lagarde has deep experience across numerous segments of the health care industry and markets around the world, as well as a successful track record of growing and scaling profitable businesses. He brings to our board of directors strong leadership experience in biotechnology and pharmaceutical development and commercial manufacturing services, as well as financial expertise across several international markets. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Jeffrey Leiden | | | | Age: 70 Director Since: 2009 | Position: •Executive Chairman | | | Experience: | | | Other Public Company Boards: •None | •Chief Executive Officer and President of Vertex Pharmaceuticals Incorporated from 2012 through March 2020 •Chairman of Board of Directors of Vertex Pharmaceuticals Incorporated since 2012; previously served as lead independent director from 2010 through 2011 •Managing Director at Clarus Ventures, a life sciences venture capital firm, from 2006 to 2012 •President and Chief Operating Officer of Abbott Laboratories, Pharmaceuticals Products Group and a member of the board of directors of Abbott Laboratories from 2001 to 2006 •Held several academic appointments from 1987 to 2000, including the Rawson Professor of Medicine and Pathology and Chief of Cardiology and Director of the Cardiovascular Research Institute at the University of Chicago, the Elkan R. Blout Professor of Biological Sciences at the Harvard School of Public Health, and Professor of Medicine at Harvard Medical School •Elected member of both the American Academy of Arts and Sciences and the Institute of Medicine of the National Academy of Sciences •Member of the board of directors of Quest Diagnostics Incorporated, a publicly traded medical diagnostics company, from 2014 to May 2019; member of the board of directors and non-executive Vice Chairman of Shire plc, a specialty biopharmaceutical company, from 2006 to 2012; Chairman of Revolution Healthcare Acquisition Corp., a special purpose acquisition corporation, from April 2021 to December 2022 •Dr. Leiden received his M.D., Ph.D. and B.A. degrees from the University of Chicago | | | | Key Skills and Qualifications: Dr. Leiden possesses strong leadership qualities, demonstrated through his service as a senior executive in the biotechnology and pharmaceutical industries and as a life sciences venture capitalist. He has extensive knowledge of the science underlying drug discovery and development through his experiences as a distinguished physician, scientist, and teacher. As our former CEO and as a former senior executive at Abbott Laboratories, he brings a global perspective to our business and public policy issues facing our company. He also provides our board of directors with in-depth knowledge of our company and our corporate strategy. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Diana McKenzie | | | | Age: 61 Director Since: 2020 | Board Committees: •Member – Audit and Finance Committee •Member – Management Development and Compensation Committee | | | Experience: | | | Other Public Company Boards: •MetLife Inc. •agilon health, inc. | •Chief Information Officer of Workday, Inc., a cloud-based financial and human capital management software company, from 2016 until April 2019 •Held roles of increasing responsibility at Amgen Inc., a biotechnology company, for 12 years, most recently serving as Senior Vice President and Chief Information Officer •Held various leadership roles at Eli Lilly and Company, a pharmaceutical company, for 17 years, focused on drug development, reducing time to market, and improving technology and security standards •Member of the board of directors of Change Healthcare, Inc., a publicly traded healthcare technology company, from August 2019 until it was acquired by United Health Group in October 2022 •Holds a Bachelor of Science degree in Computer Information Systems from Purdue University and completed the Information Technology Management Program at University of California, Los Angeles and the CERT Certification for Cybersecurity Oversight from Carnegie Mellon’s Software Engineering Institute | | | | Key Skills and Qualifications: Ms. McKenzie has corporate leadership experience and industry knowledge that make her a valuable contributor to our board of directors. Her service as an executive and innovator in the biotechnology and technology industries and as a member of the board of directors of public companies involved in healthcare issues provide her with multiple perspectives on our industry. Ms. McKenzie brings extensive experience growing, scaling, and transforming global businesses in the healthcare and software industries. In addition, Ms. McKenzie is a proven technology leader who brings extensive digital, technology, and cybersecurity knowledge and perspective based on nearly three decades of experience in the space. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Bruce Sachs | | | | Age: 66 Director Since: 1998 | Position: •Lead Independent Director Board Committees: •Chair – Management Development and Compensation Committee •Member – Corporate Governance and Nominating Committee | | Other Public Company Boards: •None | Experience: | | | | •Partner Emeritus at Charles River Ventures (“CRV”), a venture capital firm; General Partner at CRV for more than 20 years, including more than 10 years as the Managing Partner •Executive Vice President and General Manager of Ascend Communications, Inc. from 1998 to 1999 •President and Chief Executive Officer of Stratus Computer, Inc. from 1997 until it was acquired by Ascend Communications in 1998 •Executive Vice President and General Manager of the Internet Telecom Business Group at Bay Networks, Inc. from 1995 to 1997 •President and Chief Executive Officer of Xylogics, Inc. from 1993 until it was acquired by Bay Networks in 1995 •Holds a B.S.E.E. in electrical engineering from Bucknell University, an M.E.E. in electrical engineering from Cornell University, and an M.B.A. from Northeastern University | | | | Key Skills and Qualifications: Mr. Sachs brings exceptionally strong business judgment to our board, honed through his experience developing business strategy as a senior executive and in venture capital. Mr. Sachs has an incomparable understanding of our business, gained through his service on the board of directors of the Company, and of the global business environment. In addition, Mr. Sachs has significant business leadership experience, financial expertise, and knowledge with respect to information technology and security, having served as a technology company CEO and as a board member of several computer networking companies. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Jennifer Schneider | | | | Age: 51 Director Since: 2024 | Board Committees: •Member – Management Development and Compensation Committee | | | Experience: | | | Other Public Company Boards: •None | •Co-Founder and Chief Executive Officer of Homeward Health Inc., a company committed to rearchitecting the delivery of health and care in rural America in partnership with communities, since 2022 •President of Livongo Health, a biotechnology company, from December 2018 to October 2020, and served as the Chief Medical Officer from September 2015 to December 2018 •Served in multiple leadership roles at Castlight Health, Inc., a healthcare navigation company, from 2010 to 2015, most recently as Chief Medical Officer •Member of the board of directors at Revolution Healthcare Acquisition Corp., a special purpose acquisition company, from March 2021 to December 2022 •Member of the board of directors at Health Assurance Acquisition Corp., a special purpose acquisition company, from September 2020 until it liquidated in November 2022 •Holds a B.S. in Biology from the College of the Holy Cross, an M.D. from Johns Hopkins School of Medicine, and an M.S. in Health Services Research from Stanford University | | | | Key Skills and Qualifications: Dr. Schneider has deep knowledge and expertise in healthcare and technology. She has led or held senior leadership roles in multiple companies focused on delivering innovative solutions in healthcare management. At Livongo, Dr. Schneider led the company through the largest consumer digital health initial public offering in history as well as its merger with Teladoc Health, the industry’s largest ever merger. Dr. Schneider brings extensive experience as a practicing physician and as a leader building healthcare companies that use technology to provide access to clinical services. | |
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| | Nancy Thornberry | | | | Age: 69 Director Since: 2023 | Board Committees: •Member – Science and Technology Committee | | | Experience: | | | Other Public Company Boards: •Denali Therapeutics •Schrödinger Inc. | •Founder and Chief Executive Officer of Kallyope, Inc. (“Kallyope”), a private biotechnology company, from November 2015 to October 2021, and served as Chair of Research and Development through December 2023 •Self-employed as a consultant to companies in the biotechnology and pharmaceutical industries from August 2013 to October 2015 •Served in roles of increasing responsibility at Merck & Co., Inc., a pharmaceutical company, for more than 30 years, most recently as Senior Vice President and Franchise Head, Diabetes and Endocrinology •Holds a B.S. in Chemistry and Biology from Muhlenberg College | | | | Key Skills and Qualifications: Ms. Thornberry has over 30 years of experience in the pharmaceutical and biotechnology industries and her scientific leadership has spanned across drug discovery, research & development, and business development. She brings to our board of directors leadership experience in critical scientific roles that drove innovation at both public and private companies. Her industry experience, scientific acumen and strategic thinking brings great value to our board of directors. | |
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PROPOSAL NO. 1: ELECTION OF DIRECTORS Director Nominees
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| | Suketu Upadhyay | | | | Age: 57 Director Since: 2022 | Board Committees: •Chair – Audit and Finance Committee •Member – Management Development and Compensation Committee | | | Experience: | | | Other Public Company Boards: •None | •Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain of Zimmer Biomet, a leading global innovator and manufacturer of orthopedic solutions, since July 2019 •Senior Vice President, Global Financial Operations at Bristol-Myers Squibb from 2016 to June 2019 •Executive Vice President and Chief Financial Officer of Endo International from 2013 to 2016 •Previously served as interim Chief Financial Officer and Senior Vice President of Finance, Corporate Controller and Principal Accounting Officer of Becton Dickinson, and Senior Vice President of Global Financial Planning and Analysis and Vice President and Chief Financial Officer of Becton Dickinson’s international business •Previously held a number of global finance and strategy roles across AstraZeneca and Johnson & Johnson, including Research and Development, Supply Chain, Commercial Operations and Business Development •Spent the early part of his career in public accounting with KPMG, earning his CPA designation and his CMA designation (each designation currently inactive) •Holds a Bachelor of Science in Finance from Albright College and an MBA from The Fuqua School of Business at Duke University | | | | Key Skills and Qualifications: Mr. Upadhyay has extensive experience in the health care industry in financial roles covering all major areas of a fully integrated life sciences business. His service as an executive in the pharmaceutical, hospital supply, and medical device industries provide him with multiple perspectives on our industry. His knowledge and expertise make him a valuable contributor to our board of directors and management. | |
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| Board Recommendation |
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In each of the director nominee biographies, we highlight the specific experience, qualifications, attributes, and skills that led the board of directors to conclude that the director nominee should serve on our board at this time.
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| For all of the above reasons, our board of directors unanimously recommends that you vote FOR each of the nominees. |
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CORPORATE GOVERNANCE AND RISK MANAGEMENT We are committed to good corporate governance and integrity in our business dealings. Our governance practices are documented in our Statement of Corporate Governance Principles, which addresses the role and composition of our board of directors and the functioning of the board and its committees. You can find our governance documents, including our Statement of Corporate Governance Principles, charters for each committee of the board, and our Code of Conduct, on our website www.vrtx.com under “Investors— Corporate Governance—Governance Documents.” Director Independence Our board of directors has determined that nine of our eleven director nominees qualify as “independent” under the definition of that term adopted by The Nasdaq Stock Market LLC (“Nasdaq”). Our independent director nominees are Dr. Bhatia, Mr. Carney, Dr. Garber, Mr. Lagarde, Ms. McKenzie, Mr. Sachs, Dr. Schneider, Ms. Thornberry, and Mr. Upadhyay. Our independent directors meet in executive session without management at each regularly scheduled board meeting. Each of the board committees is composed of independent directors. Board Leadership Structure Our board recognizes that one of its key responsibilities is to periodically evaluate the optimal leadership structure to ensure robust independent oversight of management and an engaged and effective board with complementary qualities, perspectives, and experiences. Given the dynamic and competitive environment in which we operate, the board believes that its optimal leadership structure may vary as circumstances warrant. The board values the flexibility to determine its optimal model for board leadership at any given time. As such, the board annually reviews its leadership structure and may choose a different leadership structure if circumstances should arise that lead it to believe that such structure would promote the long-term interests of our shareholders. Our governing documents permit the roles of Chair of the board and CEO to be filled by the same or different individuals. To ensure robust independent leadership on the board, our corporate governance guidelines also require our independent directors to elect a Lead Independent Director if the Chair of the board is a member of management or does not otherwise qualify as independent under the company’s director independence standards. Currently, the board believes it is in the best interests of the company and our shareholders for the roles of Chair of the board and CEO to be separated, supported by a Lead Independent Director who has oversight responsibilities. Separating these positions at this time allows our CEO to focus on strategic decisions and our day-to-day business operations and performance, allows the Chair, our former CEO, to drive organization and effectiveness of the board in addition to his specifically delineated executive responsibilities, and allows our Lead Independent Director to lead the board in its fundamental role of providing advice to and independent oversight of management, including promoting communication between management and our board and supporting our board’s oversight of risk and other key governance matters. The board believes that this structure provides our board with independent leadership, while providing the benefit of having our former CEO chair regular board meetings and our current CEO participate in regular board meetings as a director. The board annually evaluates whether combining or separating the roles of Chair of the board and CEO is in the best interests of the company and our shareholders. In its evaluation, the board considers a number of factors, including: (1) the individuals currently in the roles of CEO, Chair and Lead Independent Director and their record of leadership and performance in their roles; (2) the current composition of the board; (3) the effectiveness of the policies, practices, and people in place to help ensure strong, independent board oversight; (4) the company’s performance and the effect the leadership structure could have on its performance; (5) the board’s performance and the effect the leadership structure could have on the board’s performance; (6) the Chair and Lead Independent Director’s performance in their respective roles; and (7) the views of our shareholders. A change in any of these factors could lead the board to determine in the future that it is more appropriate to have a different board leadership structure. Any such changes to our board leadership structure would be communicated to our shareholders through our annual proxy statement and as otherwise required by law.
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CORPORATE GOVERNANCE AND RISK MANAGEMENT Executive Chair of the Board Executive Chair of the Board Since 2020, Dr. Leiden has served as our Executive Chairman. In this role, Dr. Leiden not only serves as the Chair of our board, but also continues to have executive responsibilities with our corporate business development function, our cell and genetic therapy programs, and our external communications and government affairs activities, as described below. The board believes this leadership structure is currently in the best interest of shareholders because Dr. Leiden, as a long-time executive of the company, has a vast knowledge and deep understanding of the company and its strategic plans, people, and operations. This company-specific experience, along with Dr. Leiden’s extensive knowledge of the industry and comparable organizations and broad involvement in drug discovery and development, as well as his distinguished tenure as Chair of the board since 2012 and wide-ranging experience in corporate governance and leadership, provide him with outstanding advising and oversight capabilities as Chair of the board. Dr. Leiden’s specific responsibilities include: •overseeing the corporate business development function; •providing guidance on our cell and genetic therapy programs; •supporting external communications, including with our shareholders; •assisting the CEO with specific government affairs activities; •collaborating with CGNC, the Lead Independent Director, and the CEO on the identification, evaluation, and recruitment of potential candidates for board membership and consideration of overall board composition; •collaborating with CGNC and the Lead Independent Director on the recommendation to the board of individual directors to serve as members and chairs of each board committee; •collaborating with CGNC and the Lead Independent Director on development and recommendation to the board of the annual self-evaluation process for the board and its committees; and •collaborating with CGNC and the Lead Independent Director on the oversight of the CEO succession planning process, including assistance in recruiting and identifying potential candidates for the CEO position. Lead Independent Director Our board believes that strong, independent board leadership is a critical aspect of effective corporate governance. Our corporate governance guidelines require that if the Chair is not an independent director, the independent directors shall elect a Lead Independent Director. Since December 2011, Mr. Sachs has served as our Lead Independent Director or Co-Lead Independent Director. Mr. Sachs’ extensive business leadership experience as a CEO, a venture capitalist, and a director of the company, combined with his financial expertise, strongly positions him to provide independent leadership of the board and its responsibility for identifying and assessing company risks and providing guidance on risk mitigation strategies. The board recognizes the importance of appointing a strong Lead Independent Director to maintain a counterbalancing structure to ensure that the board functions in an appropriately independent manner and to hold management accountable for our continued success. As such, the responsibilities of the Lead Independent Director are designed to ensure that our independent directors are empowered to provide robust guidance to, and oversight of, management. Our Lead Independent Director’s responsibilities include: •calling and leading regular and special meetings of the independent directors; •serving as a liaison between our management and independent directors; •facilitating discussion and open dialogue among the independent directors, including with respect to the consideration of company risks and risk mitigation strategies; •presiding at executive sessions of the independent directors; •reviewing the planned dates for regularly scheduled board meetings and the primary agenda items for each meeting, which allows the Lead Independent Director to provide input and direction with respect to the matters that come before the board, including risk matters; •providing board leadership if the Chair of the board or CEO may be (or may be perceived to be) in conflict with the best interests of the company and its shareholders; •representing the board in certain communications with shareholders when requested and as appropriate; •collaborating with CGNC, the Chair of the board, and the CEO on the identification, evaluation, and recruitment of potential candidates for board membership and consideration of overall board composition; •collaborating with CGNC and the Chair of the board on the recommendation to the board of individual directors to serve as members and chairs of each board committee;
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CORPORATE GOVERNANCE AND RISK MANAGEMENT Board Committees •collaborating with CGNC and the Chair of the board on development and recommendation to the board of an annual self-evaluation process for the board and its committees; and •collaborating with CGNC and the Chair of the board on the oversight of the CEO succession planning process, including assistance in recruiting and identifying potential candidates for the CEO position. We believe our board structure provides consistent and strong independent oversight of management, while also facilitating a collaborative and collegial environment for board deliberations and decision-making. Board Committees Our board of directors has established various committees, each of which has a written charter, to assist in discharging its duties: the audit and finance committee (“audit committee”), the CGNC, the MDCC, and the science and technology committee (“S&T committee”). Each member of the audit committee, CGNC, MDCC and S&T committee is an independent director as that term is defined by the applicable SEC and Nasdaq rules. The primary responsibilities of each of the committees are set forth below, and the committee memberships are provided in the table appearing on page 25 of this proxy statement. Each of the committees has the authority, as its members deem appropriate, to engage outside legal counsel or other experts or consultants to assist the committee in carrying out its responsibilities. Each board committee has the authority to delegate any of its responsibilities to one or more subcommittees comprised of at least one member of the committee to the extent deemed appropriate but subject always to the general oversight of the board.
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| Audit and Finance Committee |
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The primary purposes of the audit committee are to: •assist our board’s oversight of our accounting and financial reporting processes, including financial controls and audits of our financial statements; •appoint, oversee, and replace, if necessary, our independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attestation services; •review and discuss our annual audit, quarterly reviews and related disclosures, and oversee our internal audit function; •review and make recommendations to our board concerning our financial structure, financial strategy, and risks; •oversee our policies and programs and address risks related to our financial and accounting systems, accounting policies and investment strategies, internal audit function, and cybersecurity; •oversee and review material tax matters, including tax structure and strategies; •address risks arising from related person transactions; and •assist our board’s oversight of our Code of Conduct, related policies and procedures, and ongoing compliance matters as needed. Our independent registered public accounting firm reports directly to, and is held accountable by, our audit committee in connection with the audit of our annual financial statements and related services. Mr. Upadhyay, chair of our audit committee, and Messrs. Lagarde and Carney, members of the audit committee, each qualify as an “audit committee financial expert” as that term is defined in applicable rules and regulations of the SEC, and each is independent according to the applicable listing standards of Nasdaq and SEC rules. The report of the audit committee appears on page 35 of this proxy statement.
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CORPORATE GOVERNANCE AND RISK MANAGEMENT Board Committees Our audit committee reviews and approves all transactions with related persons that are required to be disclosed by us pursuant to Item 404(a) of Regulation S-K promulgated by the SEC, except for transactions, if any, related to the employment of executive officers, which would be recommended for board approval by the MDCC. Our policies and procedures with respect to transactions with related persons are governed by our written Related Party Transaction Policy. Pursuant to this policy, related party transactions include transactions, arrangements or relationships in which our company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% shareholders or their immediate family members, whom we refer to as related persons, has a direct or indirect material interest, except where disclosure of such transaction would not be required pursuant to Item 404(a) of Regulation S-K. As appropriate for the circumstances, our audit committee reviews and considers the related person’s interest in the related party transaction and such other factors as it deems appropriate. In 2025, we had one transaction considered to be a related party transaction pursuant to Item 404(a) of Regulation S-K: our Chief Operating and Financial Officer’s daughter is employed by the Company in a non-executive position and received approximately $155,000 in total compensation in 2025. In addition, she participated in our employee benefit plans on the same basis as other similarly situated employees in 2025.
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| Corporate Governance and Nominating Committee |
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The primary purposes of the CGNC are to: •assist our board in developing and implementing our corporate governance principles; •recommend the size, composition, and leadership structure of our board and its committees; •identify and recommend to our board qualified individuals for board membership, accounting for the appropriate balance of knowledge, experience, skills, expertise, and tenure; •oversee the CEO succession planning process and assist the board in recruiting and evaluating potential candidates; •develop and recommend to our board an annual self-evaluation process to assess the effectiveness of our board and its committees, and coordinate this process; •oversee risks related to the company’s governance structure; and •review and make recommendations with respect to our committee charters.
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| Management Development and Compensation Committee |
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The primary purposes of the MDCC are to: •assess the overall compensation programs of the company and adopt a written statement of compensation philosophy and objectives; •oversee and make recommendations to the board regarding compensation for our CEO; •oversee and approve compensation for our other executives; •approve (i) ratings for the company performance against company goals for the prior year and (ii) goals and weighting of goals for the next year; •oversee risks associated with our compensation policies, management resources and structure, and management development and selection processes; •oversee and make recommendations to the board regarding the compensation of our non-employee directors; •review and make recommendations to the board regarding new equity plans; and •oversee and approve the adoption, amendment, administration, and termination of any recoupment policy of the company. See Compensation Discussion and Analysis—Detailed Discussion and Analysis on page 55 for a discussion of the MDCC’s role in overseeing executive compensation. The report of the MDCC appears on page 75 of this proxy statement.
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CORPORATE GOVERNANCE AND RISK MANAGEMENT Board Attendance, Committee Meetings, and Committee Membership
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| Science and Technology Committee |
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Our S&T committee assists our board in its responsibilities relating to the oversight of our investment in pharmaceutical R&D. In furtherance of that oversight function, the S&T committee: •reviews and assesses our current and planned R&D programs and technology initiatives from a scientific perspective; •assesses the depth and breadth of our scientific personnel and resources; and •provides strategic advice to our board regarding emerging science and technology issues and trends.
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| Compensation Committee Interlocks and Insider Participation |
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Messrs. Sachs, and Upadhyay, Ms. McKenzie, and Dr. Schneider served on the MDCC during 2025. Each member of the MDCC was an independent director while serving on the MDCC. None of the members of the MDCC has been an officer or employee of the company. None of the members of our MDCC had a relationship with the company or any of its subsidiaries during 2025 that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. During 2025, none of our executive officers served as a member of the board of directors or compensation committee of another company that has one or more executive officers serving as a member of our board or MDCC. Board Attendance, Committee Meetings, and Committee Membership During 2025, our board of directors met seven times. Each of our directors attended at least 90% of the total meetings of the board and the board committees on which the director served that were held during the time that person was a director in 2025. All of our directors attended our 2025 annual meeting of shareholders. The following table provides information regarding our current board of directors.
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| Director | Independence | Board | Audit Committee | CGNC | MDCC | S&T Committee | | Sangeeta N. Bhatia | | | | | | | | Lloyd Carney | | | | | | | | Alan Garber | | | | | | | | Reshma Kewalramani | | | | | | | | Michel Lagarde | | | | | | | | Jeffrey M. Leiden | | | | | | | | Diana McKenzie | | | | | | | | Bruce I. Sachs | | | | | | | | Jennifer Schneider | | | | | | | | Nancy Thornberry | | | | | | | | Suketu Upadhyay | | | | | | | | 2025 Meetings | | 7 | 8 | 5 | 6 | 3 |
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| | = Member | | | = Chair | | | = Lead Independent Director |
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CORPORATE GOVERNANCE AND RISK MANAGEMENT Risk Management Risk Management Our board oversees an enterprise-wide approach to risk management, which is designed to support execution of our strategy and achievement of our goals to improve long-term operational and financial performance and generate long-term value for our shareholders. Our board believes that a fundamental part of risk management is understanding the risks that we face, adopting appropriate controls and mitigation activities for such risks, monitoring these risks, and responding to emerging developments with respect to such risks. In performing its risk oversight responsibilities, the board relies, in part, upon the results and information gained through our annual Enterprise Risk Management (“ERM”) Program. The ERM Program is overseen by our Chief Risk Officer, who reports to our Chief Legal Officer, and is designed to identify key enterprise risks and ensure appropriate management of those risks. As part of our ERM Program, we obtain input from our senior management and relevant subject-matter experts, evaluate industry trends and benchmarks, and consult external advisors as appropriate to identify the risks associated with our business based on likelihood of occurrence and potential impact to the business, as well as root causes of those risks. The ERM Program also assigns members of management responsibility for implementing controls and mitigations to reduce the likelihood or impact of each risk. The identified risks and related controls and mitigations are actively monitored by the board and regularly reviewed with senior management. The board’s role in our risk management process also includes reviewing regular reports and updates from senior management on near-term, medium-term, and long-term risks to the company. The board reviews and discusses strategic, operational, financial, compliance, legal, social (e.g., human capital management), environmental, governance, cybersecurity, and other risks. The board also receives updates from management regarding various enterprise risks related to our research, development, and commercialization plans, such as the competitive environment, manufacturing capabilities, product safety and quality, and drug pricing and reimbursement. These activities enable the board to understand and assess our risk environment, risk management, and risk mitigation strategies. Near- and medium-term enterprise risks are afforded significant attention by the board. The board and its committees have the opportunity to provide input and direction as to the management of those risks in a variety of manners, including through the ERM Program review, regular operational and financial updates and review of development programs, regular updates from our Chief Legal Officer, internal audit updates, talent reviews and succession planning, updates on cyber-security, healthcare compliance updates, reviews of executive compensation, budget reviews, and reviews of significant transactions. Longer term risks are addressed by the board through the annual strategic planning process, during which the board discusses and reviews our long-term operating plans and overall corporate strategy. Other risks that do not rise to the level of enterprise risks also are regularly assessed, discussed, managed, and monitored, including discussion with the board, as appropriate. Cross-functional members of management, including from our finance, accounting, investor relations, legal, compliance, information security, facilities, corporate communications, manufacturing, and disease strategy teams, work to ensure that material incidents and risks, including matters relating to significant actual or threatened litigation, significant regulatory matters and other matters that may have material financial, legal, or reputational impacts on the company are timely reported to the board and senior management and disclosed to our shareholders, as appropriate. In addition, we disclose our significant environmental, social and governance progress, strategies, and commitments in our annual Corporate Responsibility Report. While the board has the ultimate oversight responsibility for risk management, the board also manages risk through the division of responsibility within its committee structure, with each board committee being responsible for overseeing risk within its area of focus.
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CORPORATE GOVERNANCE AND RISK MANAGEMENT Code of Conduct
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| Board Committee | Area of Risk Oversight | | Audit and Finance Committee | •Financial, accounting, disclosure, insurance, tax, investment, credit, disclosure controls and procedures, and other risks reviewed in its oversight of the internal audit function •Cybersecurity •Internal audit •Compliance program •Periodic reviews of relevant developments in disclosure requirements | | Management Development and Compensation Committee | •Executive compensation policies, practices, and goal setting, including whether such policies, practices, and goal setting balance risk-taking and rewards in an appropriate manner, align with shareholder interests, and are consistent with best practices •Company incentive compensation plans and equity-based plans •Stock ownership guidelines for executive officers and officers | | Corporate Governance and Nominating Committee | •Corporate governance •Board organization, membership, and structure •Board and CEO succession planning •Director independence | | Science and Technology Committee | •Assessments of planned R&D programs and technology initiatives •Emerging science and technology issues and trends |
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At each regular meeting, or more frequently as needed, the board receives and considers committee reports, and such reports may provide additional detail on risk management issues and management’s response. The board and each committee also have the authority, in their sole discretion, to consult with and retain outside advisors and experts in connection with performance of its duties and responsibilities. Such outside advisors and experts are retained on a regular basis to assist the board and its committees in evaluating, managing, and anticipating risks, and include external auditors, legal counsel, compensation consultants, and business consultants, as appropriate. We have also established robust standards of business conduct that apply to all employees globally and provides numerous methods for employees to elevate risk concerns directly to management or through anonymous channels. Code of Conduct We have adopted a Code of Conduct that applies to all of our directors and employees, including our CEO and chief financial and accounting officers. We routinely review our Code of Conduct and make updates, as necessary. Our Code of Conduct is available on our website www.vrtx.com under “Investors—Corporate Governance—Governance Documents.” Disclosure regarding any amendments to, or waivers from, provisions of the Code of Conduct that apply to our principal executive, financial or accounting officers, or controller or persons performing similar functions will be posted on our website or included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees, or the company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to us. A copy of our Insider Trading Policy is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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CORPORATE GOVERNANCE AND RISK MANAGEMENT Public Policy and Engagement Public Policy and Engagement Vertex recognizes the importance of public policy in supporting our mission of creating transformative medicines for people with serious diseases. We engage with various policymakers and trade and industry groups to help promote an environment in which we can continue to innovate and develop transformative medicines for the benefit of patients with serious diseases. Our board has oversight over our public policy activities and reviews our public policy and lobbying priorities at least annually. Our Head of U.S. Public Affairs is responsible for approving all corporate political contributions and ensuring that they align with our mission and business priorities. We meet all federal, state and local laws and reporting requirements governing corporate political contributions. We file quarterly reports listing the issues for which we conduct federal lobbying activities in compliance with the Honest Leadership and Open Government Act of 2007. These reports are available to the public at the U.S. Senate Office of Public Records website and U.S. House of Representatives Office of the Clerk website. We recognize that investors are asking public companies to provide additional visibility regarding their political engagement and contributions and to provide information about accountability and oversight. We have made available on our website our political engagement principles, which provide transparency on our approach to political contributions, including lobbying activities. We have shared this with shareholders, engaged in productive dialogues on this topic, and update this information annually.
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DIRECTOR COMPENSATION
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| Non-Employee Director Compensation Program |
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| Compensation Elements | | | | Cash | | | | Annual Cash Retainer | | $100,000 | | Annual Committee Chair Retainer | Audit and Finance Committee | $30,000 | | | Management Development and Compensation Committee | $25,000 | | | Corporate Governance and Nominating Committee | $25,000 | | | Science and Technology Committee | $25,000 | | Committee Membership Retainer | Audit and Finance Committee | $15,000 | | | Management Development and Compensation Committee | $12,500 | | | Corporate Governance and Nominating Committee | $10,000 | | | Science and Technology Committee | $10,000 | | Annual Lead Independent Director Retainer | | $55,000 | | Equity | | | | Initial Equity Grant | A $400,000 value-based award in restricted stock units vesting after 12 months | | | Annual Equity Retainer | On May 1 of each year, a $400,000 value-based award, which the directors can elect to receive in the form of: •options that are fully-vested upon grant; •restricted stock units that vest on the first anniversary of the date of grant; or •a 50/50 mix of options and restricted stock units | |
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Each of our non-employee directors is eligible to defer 50% or 100% of the cash and restricted stock unit portion of their compensation set forth above and elect to receive deferred stock units that are paid out in common stock upon the earliest to occur of (i) termination of the non-employee director’s service on our board of directors, (ii) a change of control, and (iii) the non-employee director’s disability or death. Our non-employee directors also are reimbursed for their business-related expenses incurred in connection with attendance at board and committee meetings and related activities. Our two employee directors, Dr. Leiden and Dr. Kewalramani, do not receive compensation for their service as directors. In 2025, Dr. Leiden received $73,000 to facilitate his participation in the Company’s benefit plans, and $6.5 million of equity awards (determined based on grant date fair value, with PSUs determined based on target) consisting of $3.25 million in PSUs that are earned based on one-year financial metrics (the same one-year financial metrics underlying the awards granted to the NEOs) and $3.25 million in immediately vested RSUs. Dr. Leiden’s employment agreement provides for an increase in his equity awards to $8.0 million for the 2025 performance year (granted in February 2026), consisting of $4.0 million in PSUs that are earned are based on one-year financial metrics and $4.0 million in immediately vested RSUs. We annually review the compensation program for our non-employee directors. We did not make any changes to the compensation program for our non-employee directors in 2025.
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| 2025 Director Compensation |
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| Director(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Option Awards(2) | All Other Compensation(3) | Total | | Sangeeta N. Bhatia | $135,000 | $400,364 | $— | $25,000 | $560,364 | | Lloyd Carney | $140,000 | $400,364 | $— | $25,000 | $565,364 | | Alan Garber | $120,000 | $200,182 | $200,065 | $25,000 | $545,247 | | Michel Lagarde | $115,000 | $— | $400,130 | $25,000 | $540,130 | | Diana McKenzie | $127,500 | $400,364 | $— | $25,000 | $552,864 | | Bruce I. Sachs(4) | $190,000 | $— | $400,130 | $25,000 | $615,130 | | Jennifer Schneider | $112,500 | $400,364 | $— | $25,000 | $537,864 | | Nancy Thornberry | $110,000 | $200,182 | $200,065 | $18,000 | $528,247 | | Suketu Upadhyay(4) | $142,500 | $400,364 | $— | $23,000 | $565,864 |
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(1)In 2025, Dr. Jeffrey Leiden, our Executive Chairman, was granted (1) $3.25 million of immediately vested RSUs (based on grant date fair value): (2) $3.25 million of PSUs (based on grant date fair value, assuming target performance) that cliff vest in approximately one year, subject to meeting one- year financial targets: and (3) $73,000 in an annual cash payment to facilitate his participation in the Company’s benefits plans, all of which are provided under the terms of his amended employment agreement. (2)The amounts set forth under the captions “Stock Awards” and “Option Awards” in the table above represent the grant-date fair value for financial statement reporting purposes of the equity awards granted during 2025. The grant-date fair value of each option granted during 2025 was $166.86 utilizing the Black-Scholes option pricing model. (3)Amounts represent participation in the Vertex Foundation Matching Gift Program, which is described on page 71. (4)Mr. Sachs and Mr. Upadhyay elected to defer their quarterly cash retainers, which were paid in deferred stock units, on each of the quarterly payment dates occurring on the 15th of the month following the quarter end in an amount equal to the dollar value of the cash amount that would have been paid on such date divided by the fair market value of a share of common stock on each such date. The per share fair market values of our common stock on each of those dates was $497.51, $469.34, $410.31 and $443.56.
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| 2025 Equity Grants |
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| Grant | Date | Shares | Exercise Price | Grant-Date Fair Value | | Annual Non-Employee Director - 100% Option Grants | May 1, 2025 | 2,398 | $502.97 | $400,130 | | Annual Non-Employee Director - 50% Option Grants | May 1, 2025 | 1,199 | $502.97 | $200,065 | | Annual Non-Employee Director - 100% Restricted Stock Unit Grants | May 1, 2025 | 796 | — | $400,364 | | Annual Non-Employee Director - 50% Restricted Stock Unit Grants | May 1, 2025 | 398 | — | $200,182 |
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| Director | Outstanding Restricted Stock Units | Outstanding Deferred Stock Units | Outstanding Options (All Exercisable) | | Sangeeta N. Bhatia | 796 | — | — | | Lloyd Carney | 796 | — | — | | Alan Garber | 398 | — | 30,754 | | Michel Lagarde | — | — | 5,540 | | Diana McKenzie | 796 | 6,991 | — | | Bruce I. Sachs | — | 15,457 | 33,965 | | Jennifer Schneider | 796 | — | — | | Nancy Thornberry | 398 | — | 2,770 | | Suketu Upadhyay | 796 | 2,638 | — |
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We have stock ownership guidelines for our non-employee directors pursuant to which our non-employee directors should, within five years of becoming subject to the guidelines, hold shares of (a) our common stock, (b) unvested restricted stock units, and/or (c) deferred stock units having a value of at least five times the annual cash retainer. Our stock ownership guidelines exclude unexercised stock options. As of March 16, 2026, each of our non-employee directors was in compliance with our stock ownership guidelines, and each of our non-employee directors satisfied the individual holding requirements.
Diana McKenzie
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION Our compensation program is designed to attract, retain, and motivate talented and experienced individuals across all areas of our business and to align the interests of our employees, including our executive officers, with the interests of our shareholders as we seek to create value through the discovery, development, and commercialization of transformative medicines. In 2025, our annual advisory vote on executive compensation received support from approximately 92% of the votes cast at the annual meeting of shareholders. We believe this support is consistent with our shareholders’ understanding of our business model, our pay-for- performance compensation philosophy, and the long-term value we are creating. We plan to continue a high level of shareholder engagement regarding our executive compensation program. Our focus is and continues to be maintaining the strong link between our compensation programs and our ability to continue to develop transformative medicines while delivering sustained company performance, with 90% of our NEO compensation linked to performance. Our board and MDCC routinely review our compensation programs and made the following key decisions with respect to 2025 compensation: •We maintained the base salary and target cash bonus as a percentage of base salary for Dr. Reshma Kewalramani, our CEO and President. Based on a comparative analysis to companies in our peer group, we increased her target equity level to $14.5 million from $13.5 million. •We entered into a new employment agreement and new change of control agreement with Mr. Wagner in connection with his appointment as Chief Operating and Financial Officer. Under this new employment agreement, Mr. Wagner receives a base salary of $1 million, an increase from $950,000, and a target cash bonus of 100% of his base salary, an increase from his prior target of 90%. •We maintained the base salaries and target cash bonuses as a percentage of base salary for Dr. Carmen Bozic, Mr. Amit Sachdev, and Dr. Nia Tatsis. Based on a comparative analysis to companies in our peer group, we increased Mr. Wagner’s target equity level to $5.25 million from $4.75 million and the target equity level to $4.5 million from $4.0 million for our other executive vice presidents. •Our performance in 2025 resulted in the MDCC determining that we had achieved a Leading rating for 2025 (131 out of a total potential score of 150), with the payment of annual cash bonuses commensurate with this high level of performance. •Our total revenue exceeded the board’s pre-approved financial targets for 2025, resulting in above target (125%) payout achievement for our 2025 financial-based PSUs. In addition, the MDCC determined that our 2023 non-financial PSUs with a three- year performance period, achieved maximum (200%) payout, as a result of achieving all three milestones associated with the award. •From 2020 through 2025, we maintained the mix of equity granted to our CEO and NEOs with 50% of each award consisting of PSUs that vest solely on the achievement of established performance goals and 50% consisting of time-based RSUs. In connection with the increase in target equity levels, we increased the weight of the PSUs in the mix of equity for the February 2026 annual equity awards. This new equity mix results in more than 50% of the target equity levels consisting of PSUs that vest upon the achievement of established performance goals with the remainder of the target equity levels consisting of time-based RSUs. This mix emphasizes company performance, specifically financial strength, pipeline advancement and diversification, and manufacturing excellence. The updated mix of equity further strengthens the alignment of our compensation program with our pay-for-performance philosophy. •Mr. Arbuckle, our former Chief Operating Officer, retired on July 1, 2025. In accordance with the usual practice of our compensation program, Mr. Arbuckle received cash bonus based on his target of 100% of his base salary and an equity grant based off his target equity level of $4.75 million in February 2025. Upon his retirement, the MDCC determined that Mr. Arbuckle was eligible for the retirement vesting provisions of his equity awards.
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(1) “Burn rate” is defined as the number of equity awards granted in a specific year divided by the basic weighted average number of shares outstanding during that year. (2) Average number of employees as of January 1st and December 31st. Key Provisions of the 2026 Plan The 2026 Plan includes a number of provisions designed to serve shareholders’ interests and facilitate effective corporate governance, including the following: •Fungible Shares. Options granted at fair market value on the grant date (which is defined under the 2026 Plan as the average of the highest and lowest quoted selling prices on such date), and any other awards, such as stock appreciation rights or SARs, that we may grant at a purchase price of 100% of the fair market value of a share of our common stock on the date of grant (defined in the same manner), count against the number of shares authorized under our 2026 Plan at a rate of one share for each share granted. Any restricted stock units, restricted stock or other “full value” awards granted under the 2026 Plan count against the number of shares authorized for issuance under our 2026 Plan at a rate of 1.66 shares for each share granted. •No Stock Option Re-pricing/Exchange. Except in connection with specific corporate transactions (including stock dividends, stock splits, consolidations, mergers, recapitalizations and reorganizations), the 2026 Plan does not permit, without obtaining shareholder approval, (i) the amendment of the terms of stock options or SARs to reduce the exercise price or base value of such awards, (ii) the cancellation of any outstanding stock option or SAR in exchange for stock options or SARs that have an exercise price or base value that is less than the exercise price or base value of the original stock options or SARs, or (iii) the cancellation of outstanding stock options or SARs that have an exercise price or base value greater than the fair market value of a share of stock on the date of such cancellation in exchange for cash or other consideration.
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PROPOSAL NO. 4: APPROVAL OF 2026 STOCK AND OPTION PLAN •Limits on Non-Employee Director Compensation in respect of Director Service. The 2026 Plan includes a limit on the total amount of compensation payable, whether in cash, shares, or a combination thereof, to each director for his or her service on the board in any calendar year, not including service in any other capacity. •No Liberal Share Recycling. Shares underlying stock options and other awards issued under the 2026 Plan will not be recycled into the share pool if they are withheld in payment of the exercise price of the award or to satisfy tax withholding obligations in respect of the award. •No Reload Awards. The 2026 Plan prohibits the grant of “reload” stock options or SARs. A “reload” stock option or SAR is an automatic grant of a stock option or SAR when a participant uses already-owned shares to exercise his or her stock option or SAR. •No Dividends on Unvested Awards. No dividends or dividend equivalents will be paid with respect to shares subject to stock options or SARs unless and until such awards have vested and been exercised in accordance with their terms. Any dividends or dividend equivalents paid with respect to shares underlying awards other than stock options or stock appreciation rights will be subject to the same vesting terms otherwise applicable to the award. Existing Plans As of February 27, 2026, options to purchase (i) an aggregate of 987,065 shares having a weighted-average exercise price of $175.64 per share and a weighted-average term before expiration of 2.63 years were outstanding under the 2013 Plan. Also, as of February 27, 2026, there were outstanding an aggregate of 2,609,521 unvested restricted stock units and 1,061,262 unvested performance-based restricted stock units (assuming maximum performance) granted under the 2013 Plan and no unvested shares of restricted stock and restricted stock units granted under the Amended and Restated 2006 Stock and Option Plan (the “2006 Plan”). As of this same date, there were outstanding purchase rights with respect to approximately 60,000 shares under our Employee Stock Purchase Plan (based on the closing price per share on February 27, 2026) and 909,353 shares remaining available for future issuance under this plan. The company no longer grants new awards under the 2006 Plan and, upon the approval of the 2026 Plan by shareholders, the company will no longer grant new awards under the 2013 Plan. Submission of the 2026 Plan We are submitting our 2026 Plan to our shareholders as required under applicable rules of Nasdaq and to ensure favorable federal income tax treatment under Section 422 of the Code, for any grants of incentive stock options that we may make under our 2026 Plan. Summary of the 2026 Plan The following is a summary of the material terms of the 2026 Plan. A copy of the 2026 Plan is attached as Appendix A to this Proxy Statement, and we urge shareholders to read it in its entirety. The following description of the material terms of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan. Purpose. The purpose of the 2026 Plan is to advocate the interests of the company by providing for the grant to participants of stock and stock-based awards, as described below. Administration. The 2026 Plan is administered by the MDCC, except that the board may at any time act in the capacity of administrator. As used in the 2026 Plan and this Proposal, the term “Administrator” refers to the MDCC, the board or any of its authorized delegates, as applicable. The Administrator has the discretionary authority, subject only to the express provisions of the 2026 Plan, to, among other things, administer and interpret the 2026 Plan, determine eligibility for and grant awards, determine, modify, accelerate or waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and procedures relating to the 2026 Plan and awards and otherwise do all things necessary or desirable to carry out the purposes of the 2026 Plan. Determinations of the Administrator under the 2026 Plan will be conclusive and bind all persons. The Administrator may delegate certain of its powers under the 2026 Plan to one or more of its members or members of the board and, to the extent permitted by law, officers of the company, and may delegate to employees or other persons such ministerial tasks as it deems appropriate. Eligibility. Employees and directors of, and consultants and advisors to, the company and its affiliates are eligible to be granted awards under the 2026 Plan. As of February 27, 2026, we estimate that approximately 6,600 employees, and 25 consultants and advisors would be eligible to participate in the 2026 Plan. As provided under the tax rules governing incentive stock options (“ISOs”), any recipient of ISOs will be limited to employees of the company or certain affiliates. Authorized Shares. Subject to adjustment as described below, the maximum number of shares that may be delivered in satisfaction of awards under the 2026 Plan is (i) 6,400,000 shares, plus (ii)(A) the number of shares available for issuance under the 2013 Plan as of the date of adoption of the 2026 Plan (reduced by the number of shares, if any, subject to awards granted under the 2013 Plan between the date of adoption of the 2026 Plan and its approval by our shareholders), plus (B) the number of shares underlying awards under the 2013 Plan that on or after the date of adoption of the 2026 Plan expire or are terminated, surrendered or canceled without the delivery of any shares of Stock, or are forfeited or reacquired by the company, in accordance with the terms of such plan, including the
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PROPOSAL NO. 4: APPROVAL OF 2026 STOCK AND OPTION PLAN fungible share ratio set forth therein (the “Share Pool”). Up to the total number of shares from the Share Pool may be issued in satisfaction of ISOs. The following rules apply in respect of the Share Pool: •Each share subject to an award of stock options or SARs will reduce the Share Pool by one share and each share subject to any other award will reduce the Share Pool by 1.66 shares. •All shares withheld in payment of the exercise price or purchase price of an award or in satisfaction of tax withholding requirements will reduce the Share Pool. •Shares underlying awards that are settled in cash will not reduce the Share Pool. •Shares underlying awards that expire, become unexercisable, or terminate or that are forfeited to or repurchased by the company without the issuance of shares will not reduce the Share Pool. •Shares delivered under awards granted in substitution for awards of an acquired company that are converted, replaced, or adjusted in connection with the acquisition (“Substitute Awards”) will not reduce the Share Pool. •The Share Pool will not be increased by any shares delivered under the 2026 Plan that are subsequently repurchased using proceeds directly attributable to stock option exercises. Shares that may be delivered under the 2026 Plan may be authorized but unissued shares, treasury shares, or previously issued shares acquired by the company. The closing price of our common stock as reported on the Nasdaq Global Market on February 27, 2026 was $496.83 per share. Non-Employee Director Limits. The aggregate value of all compensation granted or paid to any of our non-employee directors with respect to any calendar year, including awards that may be granted under the 2026 Plan, for his or her services as a director during such calendar year, may not exceed $1,250,000 in the aggregate, calculating the value of any equity awards based on the grant date fair value and assuming a maximum payout. The foregoing limitation does not apply to any compensation granted or paid to a director for his or her services to the company or an affiliate other than as a director, including, without limitation, as a consultant, advisor or other service provider to the company or an affiliate. Types of Awards. The 2026 Plan provides for the grant of stock options (including incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”)), stock appreciation rights (“SARs”), restricted stock, unrestricted stock, stock units (including restricted stock units), performance awards, and other awards that are convertible into or otherwise based on our common stock. Dividend equivalents may also be provided in connection with awards under the 2026 Plan, but dividends or dividend equivalents relating to an award that, at the dividend payment date, remain subject to a risk of forfeiture (whether service-based or performance-based) will be subject to the same risk of forfeiture that applies to the underlying award. No dividends or dividend equivalents will be payable with respect to stock options or SARs. •Stock Options and SARs. The Administrator may grant stock options, including NSOs and ISOs, and SARs. A stock option is a right entitling the holder to acquire shares upon payment of the applicable exercise price. A “SAR” is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the 2026 Plan may not be less than 100% of the fair market value of the shares subject to such stock option or SAR on the date of grant (110% in the case of ISOs granted to certain employees), as defined as set forth above. Each stock option and SAR will have a maximum term that does not exceed ten years from the date of grant (or five years, in the case of ISOs granted to certain employees). •Restricted and Unrestricted Stock and Stock Units. The Administrator may grant awards of restricted stock, unrestricted stock, and stock units (including restricted stock units). A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified service or performance vesting conditions. Restricted stock is subject to restrictions requiring that it be forfeited, redelivered, or offered for sale to us if specified performance or other vesting conditions are not satisfied. •Performance Awards. The Administrator may grant performance awards, which are awards subject to performance vesting conditions, which may include performance criteria. •Other Stock-Based Awards. The Administrator may grant other awards that are convertible into or otherwise based on shares, subject to such terms and conditions as are determined by the Administrator. •Substitute Awards. The Administrator may grant Substitute Awards, which may have terms and conditions that are inconsistent with the terms and conditions of the 2026 Plan. Vesting; Terms of Awards. The Administrator determines the terms of all awards granted under the 2026 Plan, including the time or times an award vests or becomes exercisable, the terms on which awards will remain exercisable, and the effect of termination of a participant’s employment or service on awards. The Administrator may at any time accelerate the vesting or exercisability of an award. No award will provide for automatic “reload” grants of a stock option or SAR.
Diana McKenzie
PROPOSAL NO. 4: APPROVAL OF 2026 STOCK AND OPTION PLAN No Repricing. Other than in connection with certain corporate transactions or changes to our capital structure, stock options and SARs granted under the 2026 Plan may not be amended to reduce the exercise price or base value of the stock option or SAR, cancelled and exchanged for stock options or SARs with an exercise price or base value that is less than the exercise price or base value of the original stock option or SAR, or cancelled when the exercise price or base value of the stock option or SAR is greater than the fair market value of a share on the date of such cancellation in exchange for cash or other consideration, in each case, without shareholder approval. Transferability of Awards. Except as the Administrator may otherwise determine, awards may not be transferred other than by will, by the laws of descent and distribution, or pursuant to a validly issued domestic relations order. In no event may any award be transferred for consideration to a third party. Effect of Certain Transactions. In the event of a consolidation, merger or similar transaction in which the company is not the surviving corporation or which results in the acquisition of all or substantially all of the company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, the sale or transfer of all or substantially all of the company’s assets or common stock, a dissolution or liquidation of the company, or a change in control (as defined in the 2026 Plan), the Administrator may, with respect to outstanding awards, which treatment does not have to be the same for all awards, provide for: •The assumption, continuation or substitution of some or all awards or any portion of an award by the acquirer or surviving entity; •The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the fair market value of the shares subject to the awards and its exercise or base price, if any, on such terms and conditions as the Administrator determines; and/or •The acceleration of exercisability and/or delivery of shares, in full or in part. Except as the Administrator may otherwise determine, each award will automatically terminate or be forfeited immediately upon the consummation of the covered transaction; provided, however, that unless the Administrator provides for the assumption, continuation or substitution of awards, all outstanding awards shall become immediately and fully exercisable, any applicable vesting conditions shall be deemed satisfied, with any performance vesting conditions deemed to be satisfied in full, and any forfeiture restrictions shall be deemed to have lapsed, in each case as of immediately prior to the consummation of the covered transaction. Adjustment Provisions. In the event of a stock dividend, extraordinary cash dividend, stock split or combination of shares (including a reverse stock split), recapitalization, or other change in our capital structure, the Administrator will make appropriate adjustments to: the Share Pool; the number and kind of shares or securities subject to, and, if applicable, the exercise or purchase price (or base values) of, outstanding awards; and any other provisions affected by such event. Clawback. The Administrator may provide that outstanding awards and proceeds from the exercise or disposition of awards or stock acquired under awards will be subject to forfeiture and disgorgement to the company, with interest and other related earnings, if the participant violates any restrictive covenants by which the participant is bound or any applicable company policy that provides for such forfeiture, disgorgement or clawback, or to the extent required by law or applicable stock exchange listing standards and any related company policy. Effective Date, Amendments and Termination. The board adopted the 2026 Plan on March 27, 2026, subject to approval by our shareholders; upon such approval the 2026 Plan will become effective. No awards will be granted under the 2026 Plan after May 13, 2036. The Administrator may at any time or times amend the 2026 Plan or any outstanding award and may at any time terminate the 2026 Plan as to future grants. However, except as expressly provided in the 2026 Plan or the applicable award, the Administrator may not alter the terms of an award so as to materially and adversely affect a participant’s rights without the participant’s consent (unless the Administrator expressly reserved the right to do so in the 2026 Plan or at the time the award was granted). Any amendments to the 2026 Plan will be conditioned on shareholder approval to the extent required by law or applicable stock exchange requirements. Certain Federal Income Tax Consequences The following discussion summarizes certain federal income tax consequences associated with certain awards granted under the 2026 Plan under the law as in effect on the date of this Proxy Statement. The summary of federal income taxes does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the 2026 Plan, nor does it cover state, local or non-U.S. taxes. ISOs. In general, an optionee realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the optionee. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee (and a deduction is generally available to the company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which the company is not entitled to a deduction. If the optionee does not dispose of the shares until after the expiration of the holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which the company is not entitled to a deduction.
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PROPOSAL NO. 4: APPROVAL OF 2026 STOCK AND OPTION PLAN NSOs. In general, in the case of a NSO, the optionee has no taxable income at the time of grant but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price; a corresponding deduction is generally available to company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which the company is not entitled to a deduction. In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NSO. ISOs are also treated as NSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000. SARs. In general, the grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash or the excess, if any, of the fair market value of the shares received on exercise over the base value from which appreciation is measured, as applicable, and a corresponding deduction is generally available to the company. Unrestricted Stock Awards. A participant who purchases or is awarded unrestricted stock generally has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the company. Restricted Stock Awards. A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the company. However, a participant may make an election under Section 83(b) of the Code (the “83(b) election”) to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the company. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions. For purposes of determining capital gain or loss on a sale of shares awarded under the 2026 Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture. Restricted Stock Units. In general, the grant of a restricted stock unit does not itself result in taxable income. Instead, the participant is generally taxed upon vesting (and a corresponding deduction is generally available to the company), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock. Certain Change in Control Payments. Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change in control of the company may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards under the 2026 Plan may be subject to an additional 20% federal tax and may not be deductible to the company.
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| Name and Position | Number of Stock Options | Number of Restricted Stock Units (excluding Performance- Based Restricted Stock Units) | Number of Performance- Based Restricted Stock Units (assuming target performance) | | Reshma Kewalramani, Chief Executive Officer and President | — | 19,015 | 19,016 | | Charles F. Wagner, Jr., Executive Vice President, Chief Operating and Financial Officer (1) | — | 6,655 | 6,656 | | Carmen Bozic, Executive Vice President, Chief Medical Officer | — | 5,546 | 5,546 | | Amit Sachdev, Executive Vice President, Chief Patient and External Affairs Officer | — | 6,211 | 6,212 | | Nia Tatsis, Executive Vice President, Chief Regulatory and Quality Officer | — | 6,211 | 6,212 | | Stuart A. Arbuckle, Former Executive Vice President, Chief Operating Officer (through July 1, 2025) (2) | — | 7,903 | 7,904 | | All executive officers as of December 31, 2025, as a group | — | 62,938 | 70,153 | | All current directors who are not executive officers, as a group | 7,194 | 5,434 | — | | All employees who are not executive officers, as a group | — | 1,400,747 | 410,365 |
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Equity Compensation Plan Information As of February 27, 2026, there were 254,456,961 shares of common stock outstanding and there were 8,981,954 shares remaining available for award under our Amended and Restated 2013 Stock and Option Plan (our “2013 Plan”). Under our 2013 Plan, all awards may be granted as full value awards but count as 1.66 shares for each full value share awarded. As of February 27, 2026, under our equity plans: •Stock options covering 987,065 shares of our common stock, with a weighted average exercise price of $175.64 and a weighted average remaining term of 2.63 years, were outstanding; and •Unvested PSUs and RSUs covering 3,263,221 shares of our common stock were outstanding. The following table provides aggregate information with respect to all of our equity compensation plans in effect as of December 31, 2025. We are required under applicable SEC rules to disclose in this table the number of shares remaining available for issuance under our equity plans as of December 31, 2025. Accordingly, the figures in the table below do not reflect the equity grants made to our employees under the 2013 Plan, since December 31, 2025.
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| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units and Rights | Weighted-Average Exercise Price of Outstanding Options and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column) | | Equity Compensation Plans Approved by Shareholders (1) | 4,428,350 (2) | $170.54 (3) | 11,837,576 (4) | | Equity Compensation Plans Not Approved by Shareholders | — | — | — | | TOTAL | 4,428,350 | | 11,837,576 |
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(1)These plans consist of the 2013 Plan, the Amended and Restated 2006 Stock and Option Plan (the “2006 Plan”) and our Employee Stock Purchase Plan. No further shares of common stock will be issued or distributed under the 2006 Plan. (2)Represents the number of underlying shares of common stock associated with outstanding options, RSUs, PSUs, and deferred stock units granted under shareholder approved plans, as of December 31, 2025, and includes 1,153,983 options granted under the 2013 Plan, 2,521,005 RSUs granted under the 2013 Plan, 728,276 PSUs granted under the 2013 Plan, 25,086 deferred stock units attributable to compensation deferred by non- employee directors participating in the Director Plan and distributable in the form of shares of common stock under the 2013 Plan (and which are treated as outstanding “stock rights” under the 2013 Plan). (3)Represents the weighted-average exercise price of options outstanding under the 2013 Plan. See note (2) above with respect to RSUs, PSUs and deferred stock units (credited under the Director Plan) outstanding under the 2013 Plan. The weighted-average exercise price does not take these awards into account. (4)Represents the number of shares available for future issuance under shareholder approved equity compensation plans and consists of 10,928,223 shares available for future issuance under the 2013 Plan and 909,353 shares available for future issuance under the Employee Stock Purchase Plan, including shares to be purchased at the end of the current offering period ending May 15, 2026.
Acute Pain
COMPENSATION DISCUSSION AND ANALYSIS Executive Summary •Long-Term Equity Program: –In 2025, based on a comparative analysis to companies in our peer group, we increased Dr. Kewalramani’s target equity level to $14.5 million from $13.5 million, Mr. Wagner’s target equity level to $5.25 million from $4.75 million and the target equity level to $4.5 million from $4.0 million for our other executive vice presidents. Target equity levels have not been increased since July 2022 for our CEO and since December 2019 for our other NEOs. –From 2020 through 2025, we maintained the mix of equity granted to our CEO and NEOs with 50% of each award consisting of PSUs that vest solely on the achievement of established performance goals and 50% consisting of time-based RSUs. In connection with the increase in target equity levels, we increased the weight of the PSUs in the mix of equity for the February 2026 annual equity awards. This new equity mix results in approximately 55% of the target equity levels consisting of PSUs that vest upon the achievement of established performance goals with the remainder of the target equity levels consisting of time-based RSUs. This mix emphasizes company performance, specifically financial strength, pipeline advancement and diversification, and manufacturing excellence. The number of RSUs and PSUs awarded may be adjusted to reflect an executive officer’s individual performance for the relevant performance period and consequently are considered by the company to be performance-linked awards. We maintain a performance-specific modifier range, as outlined under Annual Equity Awards on page 69 below. –We achieved all three goals established for the 2023 non-financial-based PSU award, and performance was above the target level of performance for the 2025 financial-based PSU award, resulting in a 200% payout and a 125% payout, respectively, for each of these awards in February 2026. In addition, with respect to the PSU award granted to Mr. Arbuckle in December 2022, the MDCC certified achievement of all three performance milestones resulting in a maximum (200%) payout. The performance milestones associated with this award were based on launching two transformational therapies in diseases areas outside of CF, CASGEVY and JOURNAVX, and expanding CF leadership. –Based on discussions in late 2025 and early 2026, the MDCC granted new awards of PSUs in early 2026, the value of which was based on our NEOs’ individual performance in 2025. The MDCC established the financial and non-financial metrics that will determine whether and to what extent these awards become earned and vested. 50% of the PSUs, which vest annually in installments over three years, are tied to annual product revenue goals, while the remaining 50%, which cliff vest after three years, are tied to specific clinical, research and manufacturing milestones over a three-year period. We believe that a robust shareholder outreach program is an important component of maintaining our strong corporate governance practices. We strive for a collaborative approach with shareholders to solicit and understand a variety of perspectives and interests, and our practice has been to engage with our shareholders regularly over the course of the year. In 2025, we solicited feedback from shareholders representing approximately 70% of our outstanding shares and discussed numerous topics of shareholder interest, including our business strategy, approach to R&D, human capital management, corporate governance, executive compensation, shareholder proposals, and environmental sustainability initiatives.
Acute Pain
| What We Do | | | | Caps on incentive awards | | | Multiple performance metrics | | | Range of awards; not all or nothing | | | Compensation recoupment (clawback) policy | | | Balance of short- and long-term incentives (through annual cash bonuses and equity awards) | | | Executive and Non-Employee Director Stock Ownership Guidelines | | | Independent compensation consultant | | | Annual risk review | | | Pay-for-performance sensitivity and emphasis | | | Robust shareholder outreach |
Acute Pain
| What We Don’t Do | | | û | Excessive executive perquisites | | û | Supplemental pension benefits for executives | | û | Single-trigger vesting in connection with a change-in-control for equity awards | | û | Hedging or pledging or speculative transactions in our securities by directors and executive officers | | û | Re-pricing of stock options without shareholder approval | | û | Allow payment of dividends on unvested performance shares or units | | û | 280G gross-ups (payments to offset excise taxes) in existing agreements |
Acute Pain
COMPENSATION DISCUSSION AND ANALYSIS Detailed Discussion and Analysis Role of Compensation Consultant The MDCC (i) is directly responsible for the appointment and oversight of its compensation consultants, (ii) has the authority to determine the fees that we pay for services provided by such compensation consultants, and (iii) prior to engaging any compensation consultant, considers applicable factors potentially affecting the independence of the compensation consultant, including the factors set forth in Nasdaq Marketplace Rule 5605(d)(3). Annually, the MDCC engages an independent compensation consultant to conduct an analysis of our compensation program as a whole, as well as all elements of our executive officer compensation program compared to similar elements paid to similarly situated executives at companies in our Peer Group (as defined below) and to provide a written report and presentation of findings at the meeting of the MDCC that occurs in the summer each year. The compensation consultant also provides guidance on other matters that may arise from time to time and participates in regular discussions with the MDCC Chair, as requested. In 2025, the MDCC continued its engagement with Pearl Meyer as its independent compensation consultant. Pearl Meyer is compensated by the company for advice provided at the direction of the MDCC. The MDCC reviews Pearl Meyer’s independence in accordance with applicable Nasdaq and SEC rules. Based on this review, and other factors considered by the MDCC, the MDCC determined that Pearl Meyer’s work did not raise a conflict of interest. Use of Peer Group Companies In order to conduct a thorough assessment about the competitiveness of the elements of executive compensation that we provide to our NEOs, the MDCC considers information about the compensation practices of a representative group of companies with whom we compete for executive talent (our “Peer Group”). We conduct a detailed analysis to select companies for this Peer Group on the basis of similarity and complexity of business model. While revenue and industry are common peer selection criteria, we also use a mix of quantitative and qualitative factors in order to establish our peers for this purpose, including the following:
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It is unlikely that companies will meet all factors listed above; therefore, we look for companies meeting a majority of the criteria, although we place greater weight on companies focused on innovation and the importance of medicines to patients and society as we believe these are the key drivers of our business model. On a regular basis, we review and revise the list of companies with the goal of maintaining a group of comparators comprised of at least twelve companies. As a result of this analysis, and based on the criteria listed above, the MDCC approved the following comparator companies for 2025, which were the same comparator companies used since 2022, except for the removal of Seagen Inc. in 2024 due to its acquisition by Pfizer in 2023.
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| 2025 Peer Group | | | AbbVie Inc. | Eli Lilly and Company | | Alnylam Pharmaceuticals | Gilead Sciences, Inc. | | Amgen, Inc. | Incyte Corporation | | Biogen, Inc. | Jazz Pharmaceuticals plc | | BioMarin Pharmaceuticals, Inc. | Moderna, Inc. | | Bristol-Myers Squibb Company | Regeneron Pharmaceuticals, Inc. |
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COMPENSATION DISCUSSION AND ANALYSIS Detailed Discussion and Analysis Properties of Peer Group We believe, based on our discussions with major shareholders, that the Peer Group identified by the MDCC is consistent with our shareholders’ views of our relevant peers in the biotechnology industry. In addition, the Peer Group companies have some or all of the business model characteristics that we seek in comparator companies as set forth in the following table.
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| Company Information | | R&D Expense(1) | | Operational Focus | | Innovative and Importance of Medicines | | | Uses Vertex as Peer | Market Position | | | | | | | | | Orphan/ Unmet Clinical Need | Approvals: Breakthrough Therapy and Regenerative Medicine Advanced Therapies(2) | Approvals (Last 15 Years): Innovative Drugs and Regenerative Medicine Therapies(3) | | | | | Company | Industry | $ (millions) | % of Revenue | Global | Commercial | | | | | Nasdaq 100 | S&P 500 | | AbbVie | Biotech | $14,112 | 23% | | | | 8 | 10 | | | | | Alnylam | Biotech | $1,320 | 36% | | | | 3 | 2 | | | | | Amgen | Biotech | $7,272 | 20% | | | | 4 | 10 | | | | | Biogen | Biotech | $2,294 | 23% | | | | 1 | 9 | | | | | BioMarin | Biotech | $929 | 29% | | | | 2 | 5 | | | | | Bristol-Myers | Pharma | $13,672 | 28% | | | | 16 | 17 | | | | | Eli Lilly | Pharma | $16,247 | 25% | | | | 6 | 15 | | | | | Gilead | Biotech | $7,413 | 25% | | | | 6 | 10 | | | | | Incyte | Biotech | $2,066 | 40% | | | | 2 | 6 | | | | | Jazz | Pharma | $2,385 | 56% | | | | 1 | 6 | | | | | Moderna | Biotech | $3,132 | 161% | | | | — | 1 | | | | | Regeneron | Biotech | $6,123 | 43% | | | | 9 | 9 | | | | | Vertex | Biotech | $4,043 | 34% | | | | 10 | 8 | | | |
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(1)R&D Expense (including certain expenses related to intangible assets) and R&D Expense as a % of Revenue reflect the trailing data for the most recent four quarters as of December 31, 2025, per the S&P Capital IQ database. (2)Per the Center for Drug Evaluation and Research (“CDER”) Breakthrough Therapy Approvals report, which lists approvals for breakthrough therapy designated drugs and the Center for Biologics Evaluation and Research (“CBER”) Regenerative Medicine Advanced Therapy Approvals report, which lists approvals for breakthrough therapy designated regenerative medicines. (3)Innovative drugs and regenerative therapies in the last fifteen years include: VIEKIRA PAK, IMBRUVICA, VENCLEXTA, ORILISSA, MAVYRET, RINVOQ, SKYRIZI, QULIPTA, EPKINLY and EMRELIS (AbbVie), ONPATTRO and GIVLAARI (Alnylam), AIMOVIG, BLINCYTO, XGEVA, PROLIA, KYPROLIS, PARSABIV, EVENITY, TEZSPIRE, LUMAKRAS, and IMDELLTRA (Amgen), TECFIDERA, ALPROLIX, SPINRAZA, ELOCTATE, VUMERITY, ADUHELM, LEQEMBI, SKYCLARYS and QALSODY (Biogen), BRINEURA, PALYNZIQ, VIMIZIM, VOXZOGO and ROCTAVIAN (BioMarin), ABECMA, BREYANZI, SOTYKTU, CAMZYOS, ZESPOSIA, ONUREG, REBLOZYL, INREBIC, IDHIFA, EVOTAZ, OPDIVO, POMALYST, ELIQUIS, YERVOY, OPDUALAG, COBENFY, and KRAZATI (Bristol-Myers), CYRAMZA, EMGALITY, JARDIANCE, OLUMIANT, PORTRAZZA, RETEVMO, REYVOW, TALTZ, VERZENIO, MOUNJARO, JAYPIRCA, OMVOH, EBGLYSS, KISUNLA and INLURIYO (Eli Lilly), YESCARTA, SOVALDI, HARVONI, VEMLIDY, CAYSTON, ZYDELIG, BIKTARVY, VEKLURY, SUNLENCA, and LIVDELZI (Gilead), JAKAFI, OLUMIANT, PEMAZYRE, RUXOLITINIB, ZYNYZ, and NIKTIMVO (Incyte), VYXEOS, DEFITELIO, ZEPZELCA, RYLAZE, ZIIHERA and MODEYSO (Jazz), SPIKEVAX (Moderna), and DUPIXENT, LIBTAYO, PRALUENT, EYLEA, ZALTRAP, INMAZEB, EVKEEZA, VEOPOZ and LYNOZYFIC (Regeneron). We do not solely benchmark to a particular level of compensation relative to compensation levels at the Peer Group companies, but rather assess compensation levels after considerable deliberation about where each executive should fall in comparison with executives with similar responsibilities at the Peer Group companies. The MDCC looks at Peer Group information to confirm that our compensation levels are competitive with those of the Peer Group companies and consistent with our compensation philosophy. In addition, the MDCC reviews broader industry specific executive compensation surveys published by AON/Radford, Mercer SIRS, and Willis Towers Watson, but does not make any material compensation decisions based on any particular company participants in such surveys.
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COMPENSATION DISCUSSION AND ANALYSIS Detailed Discussion and Analysis Due to the low representation of the chief operating officer role within the Peer Group, Pearl Meyer supplemented the Peer Group with broader life science industry companies for purposes of analyzing competitive compensation for this role. Pearl Meyer reviewed companies within the broader life sciences industry and included all companies with a chief operating officer or similar role and greater than $2 billion in revenues and greater than $10 billion market capitalization. The MDCC reviewed the compensation practices for the following broader life science industry companies when considering the compensation for Mr. Wagner’s chief operating officer responsibilities as well as Peer Group data for his chief financial officer responsibilities:
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Our practice is to target total direct compensation including base salary, target annual cash incentives, and target long-term incentive awards at market competitive levels depending upon the NEO’s responsibilities, expertise, and experience. At superior levels of performance, we aim for the design of our executive compensation program to result in actual total direct compensation at or above the seventy-fifth percentile of peer executive compensation. Each year we review the mix of elements of our executive compensation program to ensure they are appropriately designed in light of our goals to align the program with our business strategy, the competitive environment, and our shareholders’ interests. Our executive compensation program emphasizes a mix of long-term equity compensation awards to incentivize and reward those individuals who make the greatest contribution to company performance over time. For our NEOs, this means compensation is primarily in the form of equity and directly tied to changes in shareholder value over time. Effective for the equity awards granted in February 2026, we updated our mix of equity awards so that more than 50% of each award is comprised of PSUs and the remainder of each award is comprised of time-based RSUs. Compensation Program As shown in the following charts, our compensation program places significant weight on performance-based compensation, with 90% of our NEO compensation linked to performance or “at-risk” if performance is not achieved.
Performance-Based Value-Based Program
| Compensation Element | Performance Link | | Annual Cash Bonus | •Annual bonus dependent on both company and individual performance factors | | Equity Awards | •Grant date value of equity awards based on target award values varies by level with differentiation for individual performance •Value of shares granted based on target set by the MDCC, adjusted for individual performance ranging from 0% for below target individual performance, 100% at target individual performance, and up to 150% for above target individual performance | | PSU Awards | •50% of PSUs with a range of shares earned from 0% to 200% of target based on one-year financial metrics (to the extent earned, vesting in equal installments over a three-year period) •50% of PSUs with a range of shares earned from 0% to 200% of target based on three-year non-financial metrics (to the extent earned, cliff-vesting after three years) | | Time-Based RSUs | •Value of awards increases or decreases based on stock price over the three-year vesting period •We consider our time-vesting RSU awards to be performance-based awards because the target number of RSUs awarded may be adjusted based on the corresponding executive’s individual performance for the relevant performance period prior to grant as well as the resulting value dependent upon increases or decreases in our stock price over the three-year vesting period |
Performance-Based Value-Based Program
More specifically: •PSU Awards. Beginning with the February 2026 equity awards, our CEO and executive vice presidents (“EVPs”) receive approximately 55% of their annual equity compensation in the form of PSUs. Half of the number of PSUs awarded are eligible to vest based on the achievement of financial goals (“financial PSUs”) and the other half of the number of PSUs are eligible to vest based on the achievement of non-financial goals (“non-financial PSUs”). The potential shares earned pursuant to each of these PSU awards range from 0% to 200% of the target number of shares, with the number of shares actually issued determined by the achievement of established financial and non-financial performance goals. –Financial PSUs: The financial PSUs are earned subject to meeting one-year revenue goals and, if earned, vest in equal annual installments over a three-year period measured from the date of grant. –Non-Financial PSUs: The non-financial PSUs are earned subject to meeting clinical development, regulatory and manufacturing milestones over a three-year performance period and, if earned, cliff vest after three years. The MDCC selected revenue and clinical development, regulatory and manufacturing milestones as the performance goals applicable to the PSUs because the MDCC determined that these milestones are important, measurable metrics, the achievement of which would indicate successful execution toward our short- and long-term strategic objectives and build considerable shareholder value. •Time-based RSUs. Beginning with the February 2026 equity awards, our CEO and EVPs received approximately 45% of their annual equity compensation in the form of time-based RSUs that vest in equal annual installments over a three-year period measured from the date of grant. With approximately 55% of the annual long-term incentive award at risk pending successful execution of our financial and strategic objectives through the grant of PSUs, we believe that it is important to have the remaining percentage of the annual long-term equity award focused on retaining our key executive talent. As a result, we believe time-based RSUs encourage retention and focus on long-term value creation thereby aligning the interests of the holders of these awards with the interests of our shareholders. •Prior to the adjustment to our equity compensation mix for our February 2026 equity grants, our executive officers received 50% of the target equity level in PSUs, and 50% of the target equity level in time-vesting RSUs, as reflected in the Summary Compensation Table on page 76 of this proxy statement.
Performance-Based Value-Based Program
Rather than awarding standard annual merit increases, the MDCC recommends base salaries for our executive officers based on multiple factors, including an annual competitive market analysis on a position-by-position basis. The MDCC reviews a comparison of each executive’s prior year base salary to salaries reported for executives with similar responsibilities at Peer Group companies (as supplemented for Mr. Wagner, as described above). The MDCC does not solely benchmark to a particular level of compensation relative to compensation levels at the Peer Group companies. Instead, the MDCC’s judgment about where each executive should fall in comparison with executives with similar responsibilities at the Peer Group companies takes into account the executive’s general level of experience and capability, the significance of the executive’s job responsibilities to the achievement of our business strategy and company goals, and general performance over time, including demonstration of corporate values. On the basis of that information, including a review of compensation at Peer Group companies, and taking into consideration the executive’s base salary for the previous year or years, the MDCC approves an appropriate base salary for each executive officer other than the CEO and recommends an appropriate base salary for the CEO, subject to final approval by our independent directors. As a result, executive officer base salaries may be held constant from year to year. In 2025, we maintained the base salaries for Dr. Kewalramani, Dr. Bozic, Mr. Sachdev, and Dr. Tatsis, based on multiple factors, including past and expected future contributions, performance, experience, specific responsibilities relative to peer benchmarks, and competitive positioning within the Peer Group companies. Mr. Wagner received a base salary increase in connection with his appointment as Chief Operating and Financial Officer, effective July 1, 2025. Mr. Arbuckle retired from the company effective July 1, 2025. Prior to his retirement, his salary was $1,000,000, which was the same as his base salary in 2024.
Performance-Based Value-Based Program
The amounts for two of the principal elements of our executive compensation program - annual cash bonus and annual equity awards - are determined on the basis of annual company and individual performance ratings. Overview of Company Performance Rating & Achievement in 2025 At the beginning of each year, the MDCC, in consultation with our CEO, establishes company-wide goals for that year under our annual and long-term cash and equity awards. While our performance against these goals is the most important factor considered in assessing our corporate performance, the MDCC considers additional accomplishments and shortcomings and may increase or decrease the performance scores associated with these goals. The aggregate discretionary adjustment may not exceed 10% of the performance score and the total company score may not exceed 150. The MDCC discusses and analyzes the company’s performance, including specific performance factors and accomplishment of company goals, and ultimately approves the company’s annual performance rating. While the aggregate discretionary adjustment is capped and relatively small, the MDCC believes this element provides an important mechanism to recognize the impact of unplanned events on the business whether positive or negative. For 2025, the MDCC set company goals and assigned relative weights to such goals that reflected our operational, strategic, and financial objectives for the year and the importance of these goals in achieving short- and long-term growth and increasing profitability. Our marketed products and late-stage clinical programs goals were designed to incentivize increasing access to our medicines through approvals of new transformative medicines and therapies, label-expansions for our existing medicines, obtaining reimbursements, and successfully commercializing new products. Our manufacturing, innovation, quality and operations goals were designed to incentivize supply chain resilience, efficiency in delivery of our commercialized medicines and commercial manufacturing readiness for medicines and therapies in our pipeline. Our pipeline goals and our budgets were established with the expectation that we would invest with discipline in R&D and external innovation with the goal of developing additional transformative medicines. Our organizational development and capability goals were established to incentivize ongoing improvements to our organizational structure, processes, and systems. Our financial strength objectives were designed to promote disciplined management of financial resources while maintaining flexibility to invest appropriately in support of both short- and long-term strategic objectives. We believe this mix of goals provides an appropriate balance between our near- and long-term objectives and among commercial, pipeline, manufacturing, financial, and organizational development objectives.
Additional Factors (accomplishments and/or shortcomings)
| Reshma Kewalramani | 2025 Rating: | Leading | | CEO and President | 2025 Salary: | $1,600,000 | | | 2025 Bonus: | $4,118,640 | | | LTI Equity Grants (Feb 2026): | $16,965,000 |
Additional Factors (accomplishments and/or shortcomings)
| Charles F. Wagner, Jr. | 2025 Rating: | Leading Exemplary | | EVP, Chief Operating and Financial Officer | 2025 Salary: | $1,000,000 | | | 2025 Bonus: | $1,965,000 | | | LTI Equity Grants (Feb 2026): | $7,875,000 |
Additional Factors (accomplishments and/or shortcomings)
| Carmen Bozic | 2025 Rating: | Leading | | EVP, Chief Medical Officer | 2025 Salary: | $835,000 | | | 2025 Bonus: | $1,378,251 | | | LTI Equity Grants (Feb 2026): | $5,850,000 |
Additional Factors (accomplishments and/or shortcomings)
| Amit Sachdev | 2025 Rating: | Leading Exemplary | | EVP, Chief Patient and External Affairs Officer | 2025 Salary: | $700,000 | | | 2025 Bonus: | $1,155,420 | | | LTI Equity Grants (Feb 2026): | $6,300,000 |
Additional Factors (accomplishments and/or shortcomings)
| Ourania “Nia” Tatsis | 2025 Rating: | Leading Exemplary | | EVP, Chief Regulatory and Quality Officer | 2025 Salary: | $750,000 | | | 2025 Bonus: | $1,282,163 | | | LTI Equity Grants (Feb 2026): | $6,300,000 |
Additional Factors (accomplishments and/or shortcomings)
| Annual Cash Bonus |
Additional Factors (accomplishments and/or shortcomings)
| Target Cash Bonus | | | x | Performance Factors | | | = | Cash Bonus | | Base Salary | × | Individual Incentive Target (expressed as a percentage of base salary) | × | Company Performance Factor (expressed as a percentage of the target bonus) | × | Individual Performance Factor (expressed as a percentage of the target bonus) | = | Annual Cash Bonus Award | | | | 90%-150% based on role | | 0%-150% | | 0-150% | | |
Additional Factors (accomplishments and/or shortcomings)
On the basis of the factors described above, the MDCC approved individual performance factors and annual bonus awards for each of the NEOs other than our CEO for which the MDCC recommended, and our independent directors approved, on account of 2025 performance, as set forth in the table below. Mr. Arbuckle did not receive an annual bonus for 2025 due to his retirement on July 1, 2025.
Additional Factors (accomplishments and/or shortcomings)
| Name | 2025 Base Salary | Individual Incentive Target | | 2025 Target Bonus | Company Performance Factor | Individual Performance Factor | | 2025 Performance Cash Bonus | | Reshma Kewalramani | $1,600,000x | 150% | = | $2,400,000x | 131%x | 131% | = | $4,118,640 | | Charles F. Wagner, Jr. | $1,000,000x | 100% | = | $1,000,000x | 131%x | 150% | = | $1,965,000 | | Carmen Bozic | $835,000x | 90% | = | $751,500x | 131%x | 140% | = | $1,378,251 | | Amit Sachdev | $700,000x | 90% | = | $630,000x | 131%x | 140% | = | $1,155,420 | | Nia Tatsis | $750,000x | 90% | = | $675,000x | 131%x | 145% | = | $1,282,163 |
Additional Factors (accomplishments and/or shortcomings)
| Annual Equity Awards |
Additional Factors (accomplishments and/or shortcomings)
Value-Based Guidelines for Annual NEO Equity Grants Under our compensation program, equity awards for our CEO and EVPs are calculated by multiplying the individual’s target equity award by his or her performance rating-based equity modifier based on a performance-specific modifier range, as outlined below. This performance-specific modifier range increases the performance sensitivity of the program by adding the flexibility to adjust the equity modifier to reflect individual performance and expected contributions, further aligning the interests of our CEO and EVPs with the interests of our shareholders. The target value and corresponding performance rating-based equity modifier ranges for our executive officers for the equity grants made in 2025 are set forth in the table below.
Additional Factors (accomplishments and/or shortcomings)
The CEO equity modifier range is narrower relative to the COO and EVP ranges in order to reflect the tighter distribution of equity award values among the peer CEO comparators. February 2025 Grants Based on 2024 Performance In February 2025, Dr. Kewalramani, Mr. Arbuckle, and our other EVPs received equity grants based on their target equity levels of $13.5 million, $4.75 million and $4.0 million, respectively. The mid-point of the performance factor range for Leading and highest performance factor for Leading Exemplary performance were selected based on award values approximating the 75th and mid upper quartile percentiles, respectively, of executives at our Peer Group companies. The number of shares granted pursuant to the time- vested RSU award and PSU award was based on the fair value of our common stock on the date of grant (with the number of shares subject to PSUs determined at target). February 2026 Grants Based on 2025 Performance Based on a comparative analysis of our Peer Group companies, as supplemented to address Mr. Wagner’s chief operating officer role, in 2025, we increased the target equity levels for Dr. Kewalramani to $14.5 million from $13.5 million, Mr. Wagner to $5.25 million from $4.75 million, and our other EVPs to $4.5 million from $4.0 million, and revised the mix for the equity compensation granted in 2026 so that approximately 55% of each award consists of PSUs that vest solely on the achievement of established performance goals and approximately 45% of each award consists of time-based RSUs. This mix emphasizes financial accomplishments, pipeline advancement and diversification, and manufacturing objectives, and places more emphasis on company performance, aligning with our pay-for-performance philosophy. In February 2026, the MDCC approved individual performance factors and equity awards for each NEO (other than our CEO) as set forth in the table below. In February 2026, based on the MDCC’s recommendation, our independent directors approved the individual performance factor and equity award for our CEO as set forth in the table below.
Additional Factors (accomplishments and/or shortcomings)
| Name | Individual Performance Rating | Performance Rating-Based Equity Modifier | Performance- Based RSU | | Time-based RSU | | Total Equity Value | | Reshma Kewalramani | Leading | 117% | $9,067,500 | (53.4%) | $7,897,500 | (46.6%) | $16,965,000 | | Charles F. Wagner, Jr. | Leading Exemplary | 150% | $4,312,500 | (54.8%) | $3,562,500 | (45.2%) | $7,875,000 | | Carmen Bozic | Leading | 130% | $3,250,000 | (55.6%) | $2,600,000 | (44.4%) | $5,850,000 | | Amit Sachdev | Leading Exemplary | 140% | $3,500,000 | (55.6%) | $2,800,000 | (44.4%) | $6,300,000 | | Nia Tatsis | Leading Exemplary | 140% | $3,500,000 | (55.6%) | $2,800,000 | (44.4%) | $6,300,000 |
Additional Factors (accomplishments and/or shortcomings)
COMPENSATION DISCUSSION AND ANALYSIS Detailed Discussion and Analysis Performance Units Results Table We annually grant one-year financial-based PSU awards and three-year non-financial based PSU awards. We believe the combination of the one-year financial and three-year non-financial PSUs provides an appropriate balance of near- and long-term incentives for our management team. Our near-term objective of growing our revenues complements our long-term strategic objectives to progress our clinical portfolio and obtain approvals for additional transformative medicines for serious diseases. The performance goal for the 2025 financial-based PSU was established in February 2025 based on 2025 net product revenues using budgeted foreign currency rates. The final performance multipliers for our 2025 financial-based PSU awards were determined by the MDCC and applied to the target units granted to determine the actual units earned and eligible to vest with a payout of 125% in February 2026. The following chart shows the pre-established financial goals and the actual results for the financial-based PSU awards granted in 2025:
Additional Factors (accomplishments and/or shortcomings)
| Award Year | Company Goal | Below Threshold | Threshold | Target | Max | Results | | | | | 0% Payout | 50% Payout | 100% Payout | 200% Payout | Product Revenue | Payout | | 2025 | 2025 Net Product Revenues(1) | <$11.630 billion | $11.630 billion | $11.780 to $11.880 billion | >$12.030 billion | $11.91 billion | 125% |
Additional Factors (accomplishments and/or shortcomings)
(1)Reflects certain pre-established foreign exchange-related adjustments. Consistent with our philosophy of aligning compensation with performance, for 2025, a year in which we exceeded our net product revenue expectations, the payout on our one-year financial PSU awards was achieved above target level. The performance goals for the 2023 non-financial PSUs were established in February 2023 and our performance against these goals was determined in the first quarter of 2026. There were three non-financial goals, and achievement of one goal would have resulted in a 50% payout, achievement of two goals would have resulted in a 100% payout and achievement of three goals would have resulted in a payout of 200%.
Additional Factors (accomplishments and/or shortcomings)
| | | | Payout | | 2023 | CF Portfolio Milestone - initiate a proof-of-concept study for a best-in-class combination CFTR modulator therapy or for VX-522 | Achieved | 200% | | | Deliver at least two completed proof-of-concept studies in non-CF programs, at least one of which has positive results | Achieved | | | | Complete enrollment in a pivotal program | Achieved | |
Additional Factors (accomplishments and/or shortcomings)
The final performance multipliers for our 2023 non-financial PSUs were determined by the MDCC and applied to the target units granted to determine the actual units earned and eligible to vest with a payout of 200% in February 2026. Performance achievement for the 2024, 2025 and 2026 non-financial based PSU awards will be determined in the first quarter of 2027, 2028 and 2029, respectively, based on performance over the relevant three-year performance period. The non-financial goals contained in our three-year PSU awards for 2024, 2025 and 2026 are based on multiple clinical and regulatory milestones and are not disclosed for competitive reasons and because the relevant performance periods are ongoing. The PSU awards granted in 2025 and 2026 contain a fourth non-financial milestone related to manufacturing excellence. Mr. Arbuckle was granted a PSU award in December 2022 that was eligible to be earned based on launching two transformational therapies in diseases areas outside of CF, CASGEVY and JOURNAVX, and expanding CF leadership. In May 2025, the MDCC certified achievement of all three performance milestones resulting in a maximum (200%) payout and 37,622 PSUs earned under the award.
Additional Factors (accomplishments and/or shortcomings)
| VERTEX PHARMACEUTICALS INCORPORATED - 2026 Proxy Statement | 71 |
Additional Factors (accomplishments and/or shortcomings)
COMPENSATION DISCUSSION AND ANALYSIS Detailed Discussion and Analysis
Additional Factors (accomplishments and/or shortcomings)
| Other Compensation Arrangements |
Additional Factors (accomplishments and/or shortcomings)
Benefits Our executives are eligible to participate in all of our benefit plans and programs on the terms made generally available to our employees, including medical insurance, dental insurance, payment of life insurance premiums, disability coverage, equity programs, including eligibility for a career employment/retirement provision and participation in our employee stock purchase plan, and eligibility for matching contributions, subject to an annual $25,000 limit, to qualified charitable organizations pursuant to the Vertex Foundation Matching Gift Program. We have a defined contribution—a 401(k)—plan, in which all of our eligible employees, including our NEOs, may participate. We make matching contributions to the 401(k) plan. The formula for determining the amount of our matching contributions is the same for our NEOs as for our other employees (and the contributions are subject to the same statutory maximum), but the actual contributions made to the accounts of our NEOs generally are at the top end of the range, due to the executives’ higher salaries and correspondingly higher cash contribution levels. Other than the retirement provision under our equity program available to all employees, we do not provide any retirement benefits to our executive officers. In 2025, we began offering a supplemental primary care medical benefit to our executive vice presidents, including our CEO and NEOs, to facilitate comprehensive and convenient access to healthcare. This is a taxable benefit for which the company provides a tax gross-up. The total value of the benefit, including the tax gross-up, is included in All Other Compensation column of the Summary of Compensation Table. During 2025, as a result of increasing security risks for executives in our industry, we engaged an independent, third-party security firm to perform a security threat assessment for our CEO and Executive Chairman. Based on the findings of this assessment, we implemented a new aviation policy, approved by our board, which allows private aviation for business and personal travel for our CEO and Executive Chairman. Under the policy, family members are permitted to accompany our CEO and Executive Chairman on business and personal travel, and our other NEOs are permitted to use private aviation for business travel if authorized by the CEO or Chief Operating Officer (except with respect to his own travel). In addition, based on the security threat assessment, we provide personal security services during business and non-business related events, and additional security measures have been made available to our CEO and Executive Chairman, including private ground transportation and enhanced residential security. These benefits are intended to increase security and personal safety, which benefits the company and its shareholders. We believe these benefits will allow our executives to operate and conduct business in a safe and secure manner and are consistent with market practice. Personal use of private aviation and security services by the CEO or Executive Chairman is subject to taxation and disclosure. Our CEO, Executive Chairman, and each NEO are responsible for paying the income taxes due on the value of aviation and security services used for personal use and we do not provide any tax gross-up payments.
Additional Factors (accomplishments and/or shortcomings)
| 72 | VERTEX PHARMACEUTICALS INCORPORATED - 2026 Proxy Statement |
Additional Factors (accomplishments and/or shortcomings)
COMPENSATION DISCUSSION AND ANALYSIS Detailed Discussion and Analysis Employment Agreements and Post-Termination Compensation and Benefits The initial compensation terms for newly hired members of our executive team are the result of negotiations between us, in consultation with the MDCC and our board of directors, and the executive being hired. In general, each newly hired executive team member enters into an employment agreement and a change of control agreement and is granted an equity award, and in some cases a cash sign-on bonus, reimbursement of moving expenses, and other benefits. We also enter into employment and change of control agreements with EVPs who are promoted to our executive team, on the basis of standard terms and conditions that have been recommended by our MDCC and approved by our board for such circumstances. We have entered into agreements providing for severance and change of control payments with each EVP on our executive team because we believe that they are a fair and effective way to allow our executives to maintain focus on our business in the face of market and other volatility in our industry. In general, each employment arrangement provides for cash severance and continuation of certain employee benefits in the event that an executive’s employment is terminated by us without cause or is terminated by the executive for good reason. We use a “double trigger” with respect to benefits that are to be provided in connection with a change of control. A change of control does not itself trigger benefits; rather, benefits are paid only if the employment of the executive is terminated by us other than for cause, death or disability, or by the executive for good reason, during a specified period before or after a change of control. We believe a “double trigger” benefit maximizes shareholder value because it prevents a windfall to executives in the event of a change of control in which the executive retains significant responsibility as defined in their individual agreement, while still providing our executives appropriate incentives to cooperate in negotiating any change of control transaction that may put their jobs at risk. We offer a company-wide program that provides for accelerated vesting of equity awards held by qualified retirement-eligible participants who retire (our “Career Employment Provision”). In 2024, the MDCC assessed our Career Employment Provision to review peer practices, ensure alignment with our philosophy of rewarding and incentivizing long-term service with the Company as well as to provide a competitive advantage to attract talent with significant industry experience and expertise. As a result of the review, the MDCC amended the Career Employment Provision effective for any newly hired employees on or after January 1, 2025. Under the legacy Career Employment Provision, equity awards granted, including those granted to our NEOs, contain a retirement vesting provision, under which a “legacy qualified” participant who retires under the terms of the provision will receive accelerated vesting of an additional number of shares underlying the award, equal to the sum of (x) 50% plus 10% for each year of service in excess of five full years of service multiplied by (y) the number of unvested shares subject to the award. A “legacy qualified” participant is a participant (1) who is at least age 55 and who was most recently hired before January 1, 2025, (2) has completed at least five full years of service, (3) whose age plus full years of service is 65 or greater, and (4) who has completed a mandatory transitional period of employment with the company following notice of their planned termination of service. Under the amended Career Employment Provision, equity awards granted contain a retirement vesting provision under which a “qualified” participant who retires under the terms of the provision will receive full accelerated vesting of all shares underlying the award. A “qualified” participant is a participant (1) who is at least age 55 and who was most recently hired on or after January 1, 2025, (2) has completed at least ten full years of service, and (3) who has completed a mandatory transitional period of employment with the company following notice of their planned termination of service. The Career Employment Provision amendments were effective on January 1, 2025, and apply to all grants of equity awards following that date. The applicable provision is based on the employee’s most recent hire date. All NEOs meet the definition of a “legacy qualified” participant with eligibility for the partial vesting acceleration benefit once meeting the age, service and transitional period requirements of the provision. In 2025, the MDCC determined that Mr. Arbuckle was eligible for the retirement vesting provisions of his equity awards. In addition to the benefits that only accrue in connection with a change of control, our agreements with our executive officers provide benefits if we terminate their employment with us without cause or they terminate their employment with us for good reason, as such terms are defined in the applicable agreement with the executive officer. A further discussion of the terms and projected payments under each of our agreements with our NEOs is set forth below under the heading Employment Contracts and Change of Control Arrangements. Tax Considerations Under Section 162(m) of the Internal Revenue Code, publicly held corporations generally may not deduct compensation in excess of $1 million paid to certain executive officers, subject to limited transition relief for certain arrangements in place as of November 2, 2017. We continue to grant performance-based compensation as an important element of our compensation program that aligns corporate shareholder and company interests, even though these awards may not result in full tax deductibility.
Additional Factors (accomplishments and/or shortcomings)
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Additional Factors (accomplishments and/or shortcomings)
COMPENSATION DISCUSSION AND ANALYSIS Detailed Discussion and Analysis
Additional Factors (accomplishments and/or shortcomings)
| Compensation Practices |
Additional Factors (accomplishments and/or shortcomings)
Equity Grant Practices Our MDCC and board of directors generally determine annual equity grants at meetings held each February when individual performance for the year is evaluated. This meeting(s) may occur prior to the company’s release of earnings and filing of its Annual Report on Form 10-K. In such cases, the annual equity awards will be granted on the second full trading day following the company’s release of earnings. This is generally the same date that the company’s trading window opens. For all value-based equity grants, we convert value to shares on the date of grant using the average of the high and low price for the common stock on the day the equity grant is awarded. Newly hired employees, including executive officers, are sometimes granted equity awards effective on the first day of employment. The employees’ start dates are scheduled without regard to anticipated earnings or other major announcements by the company. As a matter of practice, the MDCC and board do not take material non-public information into account when determining the timing and terms of equity awards, and the company has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. We do not currently grant options to our employees, including our executive officers. Compensation Recoupment (“Clawback”) Policies We have adopted a recoupment or clawback policy that is intended to comply with the requirements of the Dodd-Frank Act. Under this policy, in the event we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, we are required to recover incentive-based compensation erroneously received by current and former executive officers during the three completed fiscal years immediately preceding the year of the restatement. Erroneous payments will be recovered under the policy even if there was no misconduct or failure of oversight on the part of an individual executive officer. We also have a clawback policy relating to fraud and intentional misconduct. Under that policy, if our board of directors determines that an executive officer engaged in fraud or intentional misconduct that resulted in an incorrect determination that an incentive compensation performance goal had been achieved, the board may take appropriate action to recover from such executive officer any compensation that resulted from such determination. The board may require repayment of any bonus, equity or incentive compensation awarded to an executive officer who engaged in the fraud or intentional misconduct to the extent it was based on such incorrect determination. Stock Ownership Guidelines We have stock ownership guidelines for our NEOs and guidelines for our non-employee directors, as discussed in Non-Employee Director Stock Ownership Guidelines on page 31 of this proxy statement. The guidelines for our NEOs are set forth in the following table:
Additional Factors (accomplishments and/or shortcomings)
Individual holdings, and holdings of immediate family members, of (a) common stock, (b) unvested RSUs, (c) shares held in a family trust; and (d) shares held through our 401(k) plan count toward meeting these guidelines; unearned PSUs and unexercised stock options do not count toward meeting these guidelines. As of March 16, 2026, each of our NEOs satisfied the individual holding requirements. Anti-Hedging and Pledging Policy Our Insider Trading Policy prohibits all of our directors and employees, including our NEOs, from (a) short selling or hedging our securities, (b) purchasing or selling derivative securities based on our securities, and (c) pledging our securities. Risk Mitigation Our MDCC reviews the risks and rewards associated with our compensation programs. The programs are designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the short term and the long term. Our MDCC regularly evaluates the risks involved with our compensation programs and does not believe that any of our compensation programs create risks that are reasonably likely to have a material adverse effect on our company.
Emphasis on Long-term Value Creation and Mitigation of Short-term Risk Taking
Emphasis on Long-term Value Creation and Mitigation of Short-term Risk Taking Our board believes that a key element of its risk oversight responsibilities is ensuring that our executive compensation program encourages the implementation of our corporate strategy of investing in scientific innovation to create transformative medicines for people with serious diseases and discourages decisions focused on creating short-term financial gains at the expense of long-term value creation. The board reviews our business performance, focusing on financial metrics and non-financial metrics, as well as other strategic factors including talent acquisition and development to ensure our leaders are focusing on long-term growth in a manner aligned with our values. Our MDCC reviews the performance of our executive officers using the above metrics. It also oversees the design of our executive compensation programs to ensure that our executive compensation program does not incentivize our executive officers, either individually or as a group, to make excessively risky business decisions that could maximize short-term results at the expense of long- term value. The independent directors who serve on the MDCC are informed of our most significant risks, including those associated with R&D of new medicines, competition, and the pricing of our medicines. Our MDCC, in consultation with its independent compensation consultant, ensures that our executive compensation programs are aligned with our long-term strategy and do not incentivize overly risky behavior.
Emphasis on Long-term Value Creation and Mitigation of Short-term Risk Taking
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Emphasis on Long-term Value Creation and Mitigation of Short-term Risk Taking
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT The Management Development and Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and its discussions with management, the Management Development and Compensation Committee recommended to Vertex’s Board of Directors that the Compensation Discussion and Analysis be included in Vertex’s proxy statement for its 2026 annual meeting of shareholders and incorporated by reference into Vertex’s Annual Report on Form 10-K for the year ended December 31, 2025. This report is provided by the following directors who comprise the Management Development and Compensation Committee:
Suketu Upadhyay
| Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Reshma Kewalramani | 2025 | $1,600,000 | $— | $15,002,270 | $4,118,640 | $423,351 | $21,144,261 | | CEO and President | 2024 | $1,541,154 | $— | $15,002,202 | $4,941,600 | $53,712 | $21,538,668 | | | 2023 | $1,500,000 | $— | $15,001,894 | $4,050,000 | $42,547 | $20,594,441 | | Charles F. Wagner, Jr. | 2025 | $974,808 | $— | $5,250,817 | $1,965,000 | $51,184 | $8,241,809 | | EVP & Chief Operating and Financial Officer | 2024 | $876,443 | $— | $5,250,328 | $1,821,150 | $51,519 | $7,999,440 | | | 2023 | $825,000 | $— | $5,250,552 | $1,256,063 | $40,136 | $7,371,751 | | Carmen Bozic | 2025 | $835,000 | $— | $4,375,531 | $1,378,251 | $57,539 | $6,646,321 | | EVP & Chief Medical Officer | | | | | | | | | Amit Sachdev | 2025 | $700,000 | $— | $4,900,522 | $1,155,420 | $21,301 | $6,777,243 | | EVP & Chief Patient and External Affairs Officer | | | | | | | | | Nia Tatsis | 2025 | $750,000 | $— | $4,900,522 | $1,282,163 | $42,235 | $6,974,920 | | EVP & Chief Regulatory and Quality Officer | 2024 | $691,154 | $— | $5,250,328 | $1,341,900 | $50,934 | $7,334,316 | | Stuart A. Arbuckle (2) | 2025 | $521,486 | $— | $9,341,927 | $— | $132,934 | $9,996,347 | | Former EVP & Chief Operating Officer | 2024 | $941,154 | $— | $6,234,857 | $2,130,000 | $77,452 | $9,383,463 | | | 2023 | $900,000 | $— | $6,234,712 | $1,822,500 | $41,737 | $8,998,949 |
Change of Control Agreement
| Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Total Shareholder Return (Value of Initial Fixed $100 Investment) | | Net Income (Loss)(7) | Net Product Revenue(8) | | | | | | | VRTX TSR(5) | NBI TSR(6) | | | | 2025 | $21,144,261 | $38,218,069 | $7,727,328 | $13,414,754 | $191.83 | $124.75 | $4.0Billion | $11.97Billion | | 2024 | $21,538,668 | $43,611,733 | $8,088,674 | $18,370,307 | $170.39 | $93.49 | $(0.5)Billion | $11.02Billion | | 2023 | $20,594,441 | $44,202,174 | $7,376,771 | $18,104,165 | $172.16 | $94.03 | $3.6Billion | $9.87Billion | | 2022 | $15,864,497 | $29,529,089 | $8,982,257 | $18,263,330 | $122.19 | $89.90 | $3.3Billion | $8.93Billion | | 2021 | $15,198,856 | $18,341,489 | $7,193,835 | $8,969,051 | $92.92 | $100.02 | $2.3Billion | $7.57Billion |
Change of Control Agreement
| Performance Measures Used to Link Executive Compensation Actually Paid to Company Performance for the Most Recently Completed Fiscal Year | | Net Product Revenue | | Pipeline Progression(1) | | Adjusted Non-GAAP EBITDA(2) |