DEF 14A of Jazz Pharmaceuticals plc, Jun 14, 2024

DEF 14A of Jazz Pharmaceuticals plc

Filed Jun 14, 2024 · FY20230001232524-24-000049

Open on EDGAR

  1. Information About Our Board of Directors

    Information About Our Board of Directors

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors Summary information about our director nominees and continuing directors, including their key skills and experiences that are relevant to serving on our board of directors, or our board, is provided in the charts below. See pages 14 to 25 for more information. Our nominating and corporate governance committee, or nominating committee, examines the experience and expertise of our board, to ensure alignment between the abilities and contributions of our board and our long-term strategic priorities by primarily emphasizing expertise in global and U.S. commercialization, in scientific development, in financial management and in corporate development transactions among other skill sets. Our directors exhibit high commitment, integrity, collegiality, innovative thinking, sound business judgment and a knowledge of corporate governance requirements and practices.

  3. Director Nominees and Continuing Directors

    | 2 | 2024 Proxy Statement | JAZZ PHARMACEUTICALS |

  4. Director Nominees and Continuing Directors

    | Name | Age | Director Since | | Principal Position | Independent | Other Current Public Boards | | 2024 Director Nominees | | | | | | | | Laura J. Hamill | 59 | | — | Director, BB Biotech AG and Y-mAbs Therapeutics, Inc. | Yes | 2 | | Patrick Kennedy | 55 | | 2024 | Chairperson and Governor, Bank of Ireland Group plc | Yes | 1 | | Kenneth W. O’Keefe | 57 | | 2004 (1) | Founder, BPOC, LLC | Yes | 0 | | Mark D. Smith, M.D. | 72 | | 2020 | Clinical Professor, University of California, San Francisco and Director, Phreesia, Inc. and Teladoc Health, Inc. | Yes | 2 | | Continuing Directors(2) | | | | | | | | Bruce C. Cozadd | 60 | | 2003 (1) | Chairperson and Chief Executive Officer, Jazz Pharmaceuticals plc | No | 1 | | Jennifer E. Cook | 58 | | 2020 | Director, BridgeBio Pharma, Inc. and Denali Therapeutics Inc. | Yes | 2 | | Patrick G. Enright | 62 | | 2009 (1) | Managing Director, Longitude Capital | Yes | 1 | | Heather Ann McSharry | 62 | | 2013 | Director, International Consolidated Airlines Group, S.A. | Yes | 1 | | Seamus Mulligan | 63 | | 2012 | Director, Jazz Pharmaceuticals plc | Yes | 0 | | Anne O’Riordan | 56 | | 2019 | Group Director of Digital, Jardine Matheson Limited | Yes | 0 | | Norbert G. Riedel, Ph.D. | 66 | | 2013 | Chairperson, Eton Pharmaceuticals, Inc. and Director, Cerevel Therapeutics Holdings, Inc. | Yes | 2 | | Rick E Winningham | 64 | | 2010 (1) | Chairperson and Chief Executive Officer, Theravance Biopharma, Inc. | Yes | 1 |

  5. Director Nominees and Continuing Directors

    (1) Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. (2) Continuing directors do not include Peter Gray and Catherine A. Sohn, Pharm.D., who are not standing for re-election at the annual meeting and each of their terms of office as a director will expire at the annual meeting. Director Nominees and Continuing Directors:

  6. Director Nominees and Continuing Directors

    | JAZZ PHARMACEUTICALS | 2024 Proxy Statement | 3 |

  7. Director Nominees and Continuing Directors

    The table below reflects our board as of June 1, 2024(1):

  8. Director Nominees and Continuing Directors

    | Board Diversity Matrix | | | | | | Total Number of Directors | 13 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part 1: Gender Identity | | | | | | Directors | 4 | 9 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 1 | 0 | 0 | | White | 4 | 8 | 0 | 0 | | LGBTQ+ | 1 | | | |

  9. Director Nominees and Continuing Directors

    (1) Includes Peter Gray and Catherine A. Sohn, Pharm.D., who are not standing for re-election at the annual meeting.

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board is divided into three classes, designated Class I, Class II and Class III. The term of the Class I directors will expire on the date of the annual meeting; the term of the Class II directors will expire on the date of the 2025 annual meeting of shareholders; and the term of the Class III directors will expire on the date of the 2026 annual meeting of shareholders. At each annual meeting of shareholders, successors to the directors whose term expires at that annual meeting are put forward for election for a three-year term. Our board currently has 13 members and there are no vacancies. There are currently five directors in Class I whose term of office expires at the annual meeting. Three of the current Class I directors, Patrick Kennedy, Kenneth W. O’Keefe and Mark D. Smith, M.D., in addition to Class I nominee Laura J. Hamill, are standing for election at the annual meeting. All four Class I director nominees were nominated for election by our board upon the recommendation of our nominating committee. Mr. O’Keefe and Dr. Smith were previously elected to our board by our shareholders. Mr. Kennedy, who was identified by a third-party search firm, joined our board in March 2024 after being considered and recommended by our nominating committee. Ms. Hamill, who was identified by a third-party search firm, is standing for election at the annual meeting after being considered and recommended by our nominating committee. On February 23, 2024, Peter Gray, a current Class I director, notified us that he would not stand for re-election to our board upon the completion of his current term, which expires at the annual meeting. On May 31, 2024, Catherine A. Sohn, Pharm.D., a current Class I director, notified us that she would not stand for re-election to our board upon the completion of her current term, which expires at the annual meeting. As a result, our board will reduce to 12 members effective immediately prior to the annual meeting. Director departures bring into focus our continuing efforts with respect to our board refreshment strategy. For more information see Corporate Governance and Board Matters—Board Refreshment. In order to be elected as a director at the annual meeting to hold office until the 2027 annual meeting of shareholders, each nominee must be appointed by an ordinary resolution, meaning each must individually receive the affirmative vote of a majority of the votes cast by the holders of ordinary shares represented in person or by proxy at the annual meeting (including any adjournment thereof). Under our constitution, if, at any annual meeting of shareholders, the number of directors is reduced below the minimum prescribed by our board pursuant to our constitution due to the failure of any incumbent director nominee to receive the affirmative vote of a majority of the votes cast, then in those circumstances, the nominee or nominees (excluding Ms. Hamill, who is not an incumbent director) who receive the highest number of votes in favor of election will be elected in order to maintain such prescribed minimum number of directors. Each such incumbent director would remain a director (subject to the provisions of the 2014 Act and our constitution) only until the conclusion of the next annual meeting of shareholders unless he or she is re-elected at such time. If any nominee becomes unavailable for election as a result of an unexpected occurrence, the proxy holders will vote your proxy for the election of any substitute nominee as may be proposed by our nominating committee. Each nominee has consented to being named as a nominee in this proxy statement and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If elected at the annual meeting by the affirmative vote of a majority of the votes cast on his election, each nominee would serve as a director until the 2027 annual meeting of shareholders and until his successor has been elected and qualified, or, if sooner, until his death, resignation, retirement, disqualification or removal. It is our policy to invite directors and nominees for director to attend annual meetings of shareholders. All twelve of our then-serving directors attended our 2023 annual meeting of shareholders. Vacancies on our board, including a vacancy that results from an increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the directors then in office, provided that a quorum is present at the relevant board meeting. A director elected by our board to fill a vacancy in a class will serve for the remainder of the full term of that class and until the director’s successor is elected and qualified, or, if sooner, until his or her death, resignation, retirement, disqualification or removal. Under our constitution, if the number of directors is increased, directors are apportioned among the classes to maintain the number of directors in each class as nearly equal as possible, or as the Chairperson of our board may otherwise direct. We believe our director nominees bring a variety of expertise, qualifications and skills. The table below summarizes some of the expertise, qualifications and skills of each individual director and director nominee. Further information on each director and director nominee, including some of their specific experience, qualifications or skills, is set forth in their biographies below.

  11. ELECTION OF DIRECTORS

    | 14 | 2024 Proxy Statement | JAZZ PHARMACEUTICALS |

  12. Jazz Pharmaceuticals Board Skills and Experience Matrix

    Jazz Pharmaceuticals Board Skills and Experience Matrix

  13. Jazz Pharmaceuticals Board Skills and Experience Matrix

    | Director | Public Company Board Experience | | C-Suite / Management Experience | Industry Expertise | Financial Experience | Merger and Acquisition / Corporate Development | Commercial Experience | Scientific Research and Drug Development Experience | International Perspective | Public Policy and Regulation | Human Capital | | | | | | | | | | | | | | | Jennifer E. Cook | | ● | ● | ● | ● | | ● | ● | ● | | ● | | Bruce C. Cozadd | | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Patrick G. Enright | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Peter Gray(1) | | ● | ● | ● | ● | ● | | ● | ● | | ● | | Laura J. Hamill | | ● | ● | ● | | | ● | | ● | | ● | | Patrick Kennedy | | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Heather Ann McSharry | | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Seamus Mulligan | | ● | ● | ● | | ● | ● | ● | ● | | | | Kenneth W. O’Keefe | | ● | ● | ● | ● | ● | | | | ● | | | Anne O’Riordan | | ● | ● | ● | ● | | | | ● | | ● | | Norbert G. Riedel, Ph.D. | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Mark D. Smith, M.D. | | ● | ● | | | | | ● | | ● | ● | | Catherine A. Sohn, Pharm D.(2) | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Rick E Winningham | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  14. Jazz Pharmaceuticals Board Skills and Experience Matrix

    Indicates experience/expertise in subject matter. (1) Mr. Gray is not standing for re-election at the annual meeting and his term of office as a director will expire at the annual meeting. (2) Dr. Sohn is not standing for re-election at the annual meeting and her term of office as a director will expire at the annual meeting.

  15. Capabilities Description

    Capabilities Description

  16. Capabilities Description

    | | Public Company Board Experience | Experience as a board member of a publicly-traded company | | | C-Suite/Management Experience | Experience as a C-suite officer or as a member of senior management of a large or growing business | | | Industry Expertise | Knowledge of the healthcare and biopharmaceutical industry, including, as applicable, science, manufacturing, regulatory compliance and payer dynamics | | | Financial Experience | Experience in positions requiring financial knowledge and analysis with expertise in the evaluation a large or growing company’s capital structure | | | Merger & Acquisition/ Corporate Development | Experience or expertise in structuring financing and executing strategic acquisitions, partnerships, and other corporate development activities | | | Commercial Experience | Experience or expertise in cultivating a large or growing business’s brand equity, the development and management of business relationships with customers and the process of reimbursement of pharma products | | | Scientific Research and Drug Development Experience | Relevant backgrounds in academia, clinical practice, science and technology and, in particular, the research and development of pharmaceutical products | | | International Perspective | Experience or expertise in the operation of complex multinational organizations | | | Public Policy and Regulation | Experience operating in a highly regulated industry, navigating governmental or public policy matters in related to medicines and healthcare products | | | Human Capital | Experience leading larger, diverse teams and human capital management initiatives generally, including leadership development, succession planning, executive recruitment, oversight of corporate culture, diversity and inclusion, and compensation |

  17. Capabilities Description

    | JAZZ PHARMACEUTICALS | 2024 Proxy Statement | 15 |

  18. Capabilities Description

    The following includes a brief biography of each nominee for director and each of our other directors whose terms of office will continue following the annual meeting, including their respective ages, as of June 1, 2024. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led our nominating committee and our board to determine that the applicable nominee or other current director should serve as a member of our board. We evaluate diversity considerations as well as the experience and expertise of our board as a whole to ensure alignment between the abilities and contributions of our board and our strategic priorities and long-range plan, emphasizing, among other things, expertise in global and U.S. sales and marketing, in product development, in financial management and in corporate development transactions.

  19. Director Nominees

    Director Nominees

  20. Director Nominees

    | | Laura J. Hamill | Age: 59 | | DIRECTOR SINCE: — INDEPENDENT KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Commercial Experience International Perspective Human Capital OTHER CURRENT PUBLIC BOARDS: BB Biotech AG Y-mAbs Therapeutics, Inc. | SPECIFIC EXPERTISE: Ms. Hamill brings over 35 years of commercial expertise in the biopharmaceutical industry, having held a variety of executive leadership positions in the United States and Internationally. | | | | BACKGROUND: Ms. Hamill currently serves on the board of directors of two publicly held companies. Y-mAbs Therapeutics, Inc., a commercial stage biopharmaceutical company, and BB Biotech, a Swiss- based investment fund. Ms. Hamill serves on the board of directors of Unchained Labs, a privately held life sciences tools company and is an advisor for LaunchTX, part of the healthcare investment group of Carlyle. Ms. Hamill previously served on the boards of directors of Acceleron Pharma Inc., AnaptysBio, Inc., Pardes Biosciences, Inc. and Scilex Holding Company. Ms. Hamill held the position of Executive Vice President, Worldwide Commercial Operations, for Gilead Sciences, Inc., a biopharmaceutical company, from 2018 to 2019. From 2002 to 2018, Ms. Hamill served in various executive management positions at Amgen Inc., a global biotechnology company, culminating in her role as Senior Vice President, U.S. Commercial Operations. She has extensive experience living and working overseas for Amgen with responsibilities for the overall product portfolio. She was Head of International Marketing and Business Operations, in Zug, Switzerland and also served as Senior Vice President of Amgen’s Intercontinental Region, consisting of 26 countries. She was Vice President and General Manager for the Inflammation Business Unit at Amgen and Immunex Corporation (acquired by Amgen) from 2000 to 2007. From 1995 to 2000, Ms. Hamill held senior management positions at Klemtner, a biopharmaceutical advertising agency and, from 1988 to 1995, started her career in pharmaceuticals with Hoffmann La-Roche Laboratories holding positions in product management, business analysis and field sales. Ms. Hamill holds a degree in Business Administration with an emphasis in Marketing from the University of Arizona. | |

  21. Director Nominees

    | | Patrick Kennedy | Age: 55 | | DIRECTOR SINCE: 2024 INDEPENDENT AUDIT COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Merger and Acquisition/Corporate Development Commercial Experience International Perspective Public Policy and Regulation Human Capital OTHER CURRENT PUBLIC BOARDS: Bank of Ireland | SPECIFIC EXPERTISE: Mr. Kennedy brings over 30 years of experience including extensive financial and operating expertise in managing dynamic, high growth-oriented companies. | | | | BACKGROUND: Patrick Kennedy has served as a member of our board since March 2024. Since 2010, Mr. Kennedy has served on the board of directors of the Bank of Ireland, and has served as its governor and chair since 2018. Mr. Kennedy was the Chief Executive Officer of Paddy Power plc (now a part of Flutter Entertainment plc), a leading Irish brand, for nine years ending in 2014. Additionally, Mr. Kennedy was previously Chief Financial Officer of Greencore Group plc, and held prior roles with KPMG Corporate Finance and McKinsey & Company. Mr. Kennedy served as a non-executive director of Elan Corporation plc, a biotechnology company, and of retailer ASOS plc. He is currently also the chair and non-executive director of CarTrawler, a B2B technology platform for car rental and mobility solutions. He holds a BComm Degree (Banking & Finance) and a Post Graduate Diploma in Accountancy from University College Dublin. Mr. Kennedy also holds a Post Graduate Diploma in Statistics from Trinity College Dublin and he is a Fellow of the Institute of Chartered Accountants in Ireland. | |

  22. Director Nominees

    | 16 | 2024 Proxy Statement | JAZZ PHARMACEUTICALS |

  23. Director Nominees

    | | Kenneth W. O’Keefe | Age: 57 | | DIRECTOR SINCE: 2004* INDEPENDENT AUDIT COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Merger and Acquisition/Corporate Development Public Policy and Regulation OTHER CURRENT PUBLIC BOARDS: None | SPECIFIC EXPERTISE: As Founder and Advisor to BPOC, LLC, Mr. O’Keefe brings to our board significant expertise in accounting and financial matters and in analyzing and evaluating financial statements, as well as substantial experience managing private equity investments. As the former chairperson and current member of our audit committee, Mr. O’Keefe brings to our board detailed knowledge of our financial position and finance strategy. | | | | BACKGROUND: Kenneth W. O’Keefe has served as a member of our board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2004 until the closing of the Azur Merger. He served as Managing Director from January 1996 to January 2010 and Chief Executive Officer from January 2010 to January 2018 of BPOC, LLC, a healthcare private equity firm he co-founded. Since January 2018 he has served as Founder of and Advisor to BPOC, LLC. He serves on the boards of several privately-held healthcare companies and serves or has served on the audit committee of several companies in the healthcare industry. He holds a B.A. from Northwestern University and an M.B.A. from the University of Chicago. | |

  24. Director Nominees

    | | Mark D. Smith, M.D. | Age: 72 | | DIRECTOR SINCE: 2020 INDEPENDENT NOMINATING & CORPORATE GOVERNANCE COMMITTEE (Member) SCIENCE & MEDICINE COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Scientific Research and Drug Development Experience Public Policy and Regulation Human Capital OTHER CURRENT PUBLIC BOARDS: Phreesia, Inc. Teladoc Health, Inc | SPECIFIC EXPERTISE: Dr. Smith brings to our board an impressive background that marries the worlds of active medical practice and business development. A practicing physician and professor, Dr. Smith also has experience working for a variety of health focused companies both public and private. Dr. Smith has a deep understanding of the trends in public policy and future trends in healthcare delivery systems in the United States. | | | | BACKGROUND: Mark D. Smith, M.D. has served as a member of our board since December 2020. Dr. Smith is a practicing physician and professor of clinical medicine at the University of California at San Francisco, where he has served since 1994. He also serves as a non-executive director on the boards of directors of two other publicly-held companies, Teladoc Health, Inc., a telemedicine and virtual healthcare company, and Phreesia, Inc., a healthcare software company. Dr. Smith also serves on the board of directors of the Commonwealth Fund, a private health policy foundation. From 1996 to 2013, Dr. Smith was the founding President and Chief Executive Officer of the California HealthCare Foundation, an independent nonprofit philanthropy organization. From 1991 to 1996, he served as Executive Vice President at the Henry J. Kaiser Family Foundation. Dr. Smith holds a B.A. from Harvard College, an M.D. from the University of North Carolina at Chapel Hill and an M.B.A. from The Wharton School at the University of Pennsylvania. | |

  25. Director Nominees

    Our board recommends a vote “FOR” each nominee named above.

  26. Director Nominees

    | JAZZ PHARMACEUTICALS | 2024 Proxy Statement | 17 |

  27. Class II Directors Continuing in Office Until the 2025 Annual General Meeting

    Class II Directors Continuing in Office Until the 2025 Annual General Meeting

  28. Class II Directors Continuing in Office Until the 2025 Annual General Meeting

    | | Jennifer E. Cook | Age: 58 | | DIRECTOR SINCE: 2020 INDEPENDENT COMPENSATION COMMITTEE (Chair) SCIENCE & MEDICINE COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Commercial Experience Scientific Research and Drug Development Experience International Perspective Human Capital OTHER CURRENT PUBLIC BOARDS: BridgeBio Pharma, Inc. Denali Therapeutics, Inc. | SPECIFIC EXPERTISE: Ms. Cook brings to our board over 30 years of biopharmaceutical experience with significant C-suite, global product development and commercialization expertise, with a focus on transformative growth. | | | | BACKGROUND: Jennifer E. Cook has served as a member of our board since December 2020 and was appointed chairperson of our compensation committee in April 2022. Ms. Cook serves as a non-executive director on the boards of directors of two other publicly-held companies, Denali Therapeutics Inc. and BridgeBio Pharma, Inc., both biotechnology companies. Ms. Cook founded Jennifer Cook Consulting, a consulting company, and has served as Principal since July 2019. From January 2018 to June 2019, Ms. Cook was the Chief Executive Officer at GRAIL, Inc., a privately-held early cancer detection diagnostic company. Prior to that, Ms. Cook worked at Roche Pharmaceuticals/Genentech, a global biotechnology company, for 25 years, where she held a number of senior management positions covering the full lifecycle of product development and commercialization. From 2010 to 2013, she oversaw Genentech’s U.S. Immunology and Ophthalmology Business Unit, and from 2013 to 2016, she led Roche’s European commercial business. She also served as Roche’s Global Head of Clinical Operations throughout 2017. In 2016, Ms. Cook was recognized as Woman of the Year by the Healthcare Businesswoman’s Association. Ms. Cook holds a B.A. in Human Biology and a M.S. in Biology from Stanford University and an M.B.A. from the Haas School of Business at University of California, Berkeley. | |

  29. Class II Directors Continuing in Office Until the 2025 Annual General Meeting

    | | Patrick G. Enright | Age: 62 | | DIRECTOR SINCE: 2009* INDEPENDENT AUDIT COMMITTEE (Member) COMPENSATION COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Merger and Acquisition/Corporate Development Commercial Experience Scientific Research and Drug Development Experience International Perspective Public Policy and Regulation Human Capital OTHER CURRENT PUBLIC BOARDS: Vera Therapeutics, Inc. | SPECIFIC EXPERTISE: Based on his experience serving on the boards of several clinical-stage biotechnology companies and his investment experience in the life sciences industry, Mr. Enright brings to our board operating experience and financial expertise in the life sciences industry. | | | | BACKGROUND: Patrick G. Enright has served as a member of our board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2009 until the closing of the Azur Merger. Mr. Enright co-founded Longitude Capital, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Mr. Enright currently serves on the boards of directors of Vera Therapeutics, Inc. and numerous privately held healthcare companies. Previously from 2002 to 2007, Mr. Enright was a Managing Director of Pequot Ventures (now known as FirstMark Capital), a venture capital firm, where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including holding senior executive positions at Valentis, Boehringer Mannheim (acquired by Roche) and Sandoz (now known as Novartis). Mr. Enright previously served on the boards of directors of over twenty companies, including, Aptinyx, from 2016 to 2022, Aimmune Therapeutics, Inc. from 2013 until its acquisition by Nestlé in 2020 and Vaxcyte, Inc. from 2015 to 2020. Mr. Enright holds a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. | |

  30. Class II Directors Continuing in Office Until the 2025 Annual General Meeting

    | 18 | 2024 Proxy Statement | JAZZ PHARMACEUTICALS |

  31. Class II Directors Continuing in Office Until the 2025 Annual General Meeting

    | | Seamus Mulligan | Age: 63 | | DIRECTOR SINCE: 2012 INDEPENDENT SCIENCE & MEDICINE COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Merger and Acquisition/Corporate Development Commercial Experience Scientific Research and Drug Development Experience International Perspective OTHER CURRENT PUBLIC BOARDS: None | SPECIFIC EXPERTISE: As a founder of Adapt Pharma and Azur Pharma, and a pharmaceutical industry executive, Mr. Mulligan brings to our board an expertise in business development and over 40 years of experience in the pharmaceutical industry. | | | | BACKGROUND: Seamus Mulligan has served as a member of our board since the closing of the Azur Merger in January 2012. Mr. Mulligan was a founder and principal investor of Azur Pharma and was Azur Pharma’s Chairperson and Chief Executive Officer as well as being a member of its board of directors from 2005 until January 2012. Mr. Mulligan also served as our Chief Business Officer, International Business Development from January 2012 until February 2013. Between 2014 and 2018, Mr. Mulligan served as Chairperson and Chief Executive Officer of Adapt Pharma Limited or Adapt Pharma, a specialty pharmaceutical company, which was acquired in October 2018 by Emergent BioSolutions Inc., a multinational specialty biopharmaceutical company. Mr. Mulligan acted as a Consultant to Emergent BioSolutions Inc. from October 2018 to March 2019, when he was appointed to its board of directors on which he served until his resignation from the board in May 2020. From 2006 to 2017, Mr. Mulligan served as Executive Chairperson of Circ Pharma Limited and its subsidiaries, a pharmaceutical development stage group. From 1984 until 2004, Mr. Mulligan held various positions with Elan Corporation, plc, a pharmaceutical company, most recently as Executive Vice President, Business and Corporate Development, and prior to that position, held the roles of President of Elan Pharmaceutical Technologies, the drug delivery division of Elan Corporation, plc, Executive Vice President, Pharmaceutical Operations, Vice President, U.S. Operations and Vice President, Product Development. Mr. Mulligan served as a member of the board of directors of the U.S. National Pharmaceutical Council until 2004. Mr. Mulligan holds a B.Sc. (Pharm) and M.Sc. from Trinity College Dublin. | |

  32. Class II Directors Continuing in Office Until the 2025 Annual General Meeting

    | | Norbert G. Riedel, Ph.D. | Age: 66 | | DIRECTOR SINCE: 2013 INDEPENDENT SCIENCE & MEDICINE COMMITTEE (Chair) COMPENSATION COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Merger and Acquisition/Corporate Development Commercial Experience Scientific Research and Drug Development Experience International Perspective Public Policy and Regulation Human Capital OTHER CURRENT PUBLIC BOARDS: Cerevel Therapeutics Holdings, Inc. Eton Pharmaceuticals, Inc. | SPECIFIC EXPERTISE: Dr. Riedel brings over 20 years of experience in the biotechnology and pharmaceutical industries to our board with significant scientific, drug discovery and development, and commercial expertise. Dr. Riedel also leverages this pharmaceutical research experience in his position as Chair of the science and medicine committee, or SMC. | | | | BACKGROUND: Norbert G. Riedel, Ph.D. has served as a member of our board since May 2013 and was appointed chair of our SMC in April 2022. Dr. Riedel currently serves on the boards of directors of two other publicly-held companies, Eton Pharmaceuticals, Inc., a development stage pharmaceutical company, where he serves as Chairperson of the board, and Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company, where he serves as Lead Independent Director. Dr. Riedel also currently serves on the board of directors of a non-profit organization, the Illinois Biotechnology Industry Organization, and is a member of the Austrian Academy of Sciences. Dr. Riedel is an Adjunct Professor at Boston University School of Medicine and an Adjunct Professor of Medicine at Northwestern University’s Feinberg School of Medicine. Dr. Riedel served as Executive Chairperson of Aptinyx Inc. from January 2022 to May 2023, as Chief Executive Officer from September 2015 to December 2021 and as President from September 2015 to December 2020. Aptinyx Inc. is a biopharmaceutical company spun out of its predecessor company, Naurex, Inc., where Dr. Riedel served as Chief Executive Officer and President from January 2014 to September 2015. From 2001 to 2013, he served as Corporate Vice President and Chief Scientific Officer of Baxter International Inc., a diversified healthcare company, where from 1998 to 2001, he also served as President and General Manager of the recombinant therapeutic proteins business unit and Vice President of Research and Development of the bioscience business unit. From 1996 to 1998, Dr. Riedel served as head of worldwide biotechnology and worldwide core research functions at Hoechst-Marion Roussel, now Sanofi, a global pharmaceutical company. Dr. Riedel served on the board of directors of Ariad Pharmaceuticals, Inc., an oncology company, from May 2011 until the company was acquired in February 2017. Dr. Riedel holds a Diploma in biochemistry and a Ph.D. in biochemistry from the University of Frankfurt. | |

  33. Class II Directors Continuing in Office Until the 2025 Annual General Meeting

    | JAZZ PHARMACEUTICALS | 2024 Proxy Statement | 19 |

  34. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    Class III Directors Continuing in Office Until the 2026 Annual General Meeting

  35. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    | | Bruce C. Cozadd | Age: 60 | | DIRECTOR SINCE: 2013* BOARD COMMITTEES None KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Merger and Acquisition/Corporate Development Commercial Experience International Perspective Public Policy and Regulation Human Capital OTHER CURRENT PUBLIC BOARDS: ACELYRIN, INC. | SPECIFIC EXPERTISE: Mr. Cozadd’s extensive leadership experience having served as co-founder and our CEO for over 10 years and having served previously as Chairperson and CEO of Jazz Pharmaceuticals, Inc, for 3 years, brings to our board a deep and comprehensive knowledge of our business, as well as shareholder-focused insight into effectively executing our strategy and business plans to maximize shareholder value. | | | | BACKGROUND: Bruce C. Cozadd has served as our Chairperson and CEO since the closing of the Azur Merger in January 2012, and from October 2019 through March 2020, he served as our interim principal financial officer. Mr. Cozadd co-founded Jazz Pharmaceuticals, Inc. and has served as Chairperson and CEO of Jazz Pharmaceuticals, Inc. since April 2009. From 2003 until 2009, he served as Jazz Pharmaceuticals, Inc.’s Executive Chairperson and as a member of its board of directors. From 1991 until 2001, he held various positions with ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson, including as Executive Vice President and Chief Operating Officer, with responsibility for research and development, manufacturing and sales and marketing. Previously at ALZA Corporation, he held the roles of Chief Financial Officer and Vice President, Corporate Planning and Analysis. Since February 2022, Mr. Cozadd has served on the board of ACELYRIN, INC., a late-stage clinical biopharma company which became public in May 2023, and has served as Chairperson of ACELYRIN’s board since February 2023. Mr. Cozadd also serves on the board of Biotechnology Innovation Organization, a biotechnology trade association, where he serves on its Health Section Governing Board. He also serves on the boards of two non-profit organizations, The Nueva School and SFJAZZ. He holds a B.S. from Yale University and an M.B.A. from the Stanford Graduate School of Business. | |

  36. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    | | Heather Ann McSharry | Age: 62 | | DIRECTOR SINCE: 2013 INDEPENDENT NOMINATING & CORPORATE GOVERNANCE COMMITTEE (Chair) AUDIT COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Merger and Acquisition/Corporate Development Commercial Experience International Perspective Public Policy and Regulation Human Capital OTHER CURRENT PUBLIC BOARDS: International Airlines Group, S.A | SPECIFIC EXPERTISE: Ms. McSharry brings to our board over 30 years of experience in multiple international industries, including healthcare, consumer goods and financial services, as well as expertise in crisis management, risk oversight and financial services relevant to our business. | | | | BACKGROUND: Heather Ann McSharry has served as a member of our board since May 2013 and was appointed as chair of our nominating committee in August 2017. Ms. McSharry has served as a non-executive director on the board of directors of International Consolidated Airlines Group, S.A since 2020 and as Senior Independent Director of International Consolidated Airlines Group, S.A. since June 2022. From 2006 to 2009, Ms. McSharry was Managing Director Ireland of Reckitt Benckiser, a multinational health, home and hygiene consumer products company. From 1989 to 2006, she held various positions at Boots Healthcare, a global consumer healthcare company, most recently as Managing Director of Boots Healthcare Ireland Limited. Ms. McSharry served on the boards of directors of the Bank of Ireland from 2007 to 2011, the Industrial Development Agency in Ireland from 2010 to 2014, Uniphar plc from 2019 to 2020, CRH plc from 2012 to 2021 and Greencore Group plc from 2013 to 2021. Ms. McSharry holds a BComm and a MBS degree from University College Dublin. | |

  37. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    | 20 | 2024 Proxy Statement | JAZZ PHARMACEUTICALS |

  38. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    | | Anne O’Riordan | Age: 56 | | DIRECTOR SINCE: 2019 INDEPENDENT AUDIT COMMITTEE (Member) NOMINATING & CORPORATE GOVERNANCE COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience International Perspective Human Capital OTHER CURRENT PUBLIC BOARDS: None | SPECIFIC EXPERTISE: Ms. O’Riordan brings to our board of directors 30 years of knowledge and leadership experience advising life sciences and healthcare companies across the globe, with a uniquely diverse perspective attributable to her geographic residency in Asia. Ms. O’Riordan is a leader in digital and innovation strategy. Ms. O’Riordan’s background in advising life sciences companies with respect to significant global markets provides an important contribution to our board’s mix of backgrounds, experiences and skills. | | | | BACKGROUND: Anne O’Riordan has served as a member of our board since February 2019. Since June 2019, Ms. O’Riordan has served as a Group Director of Digital at Jardine Matheson Limited, a multinational conglomerate, headquartered in Hong Kong, focused on multiple industry segments throughout North and South East Asia. Ms. O’Riordan is a member of the board of directors of Jardine Matheson Limited. From 1990 to March 2019, Ms. O’Riordan worked with Accenture (formerly Andersen Consulting), multinational professional services company, in their Life Sciences practice, where she held various leadership positions in North America (1992-1998), Europe (1998-2007) and Asia Pacific (2007-2014). From 2014 to 2019, she served as the Global Industry Senior Managing Director for Life Sciences responsible for the growth and management of the business across all geographies. In addition, Ms. O’Riordan currently serves on the board of governors of the American Chamber of Commerce in Hong Kong where she serves as the board liaison for the Healthcare Committee. She is on the advisory board of the J.E. Cairns Business School in the University of Galway, Ireland. She is also a long-standing member of the Women’s Foundation and the 30% Club. Ms. O’Riordan holds a B.Sc. in Biotechnology from Dublin City University as well as a postgraduate diploma in Financial Accounting and MIS from the University of Galway. | |

  39. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    | | Rick E Winningham | Age: 64 | | DIRECTOR SINCE: 2010* INDEPENDENT NOMINATING & CORPORATE GOVERNANCE COMMITTEE (Member) SCIENCE & MEDICINE COMMITTEE (Member) KEY SKILLS: Public Company Board Experience C-Suite/Management Experience Industry Expertise Financial Experience Merger and Acquisition/Corporate Development Commercial Experience Scientific Research and Drug Development Experience International Perspective Public Policy and Regulation Human Capital OTHER CURRENT PUBLIC BOARDS: Theravance Biopharma, Inc. | SPECIFIC EXPERTISE: Mr. Winningham’s experience in senior management positions in the pharmaceutical industry provides significant industry knowledge and operational and management expertise to our board of directors, along with a deep knowledge of global marketing, commercialization and market access. | | | | BACKGROUND: Rick E Winningham has served as a member of our board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2010 until the closing of the Azur Merger. In May 2014, Mr. Winningham was appointed as Lead Independent Director of our board of directors. Mr. Winningham has served as Chairperson of the board of directors of Theravance Biopharma, Inc., a biopharmaceutical company, since July 2013. He has served as Chief Executive Officer of Theravance Biopharma, Inc. since its spin-off from Theravance, Inc. (now Innoviva, Inc.) in June 2014. From October 2001 to August 2014, Mr. Winningham served as Chief Executive Officer of Theravance, Inc., where he also served as Chairperson of the board of directors from April 2010 to October 2014. From 1997 to 2001, he served as President of Bristol-Myers Squibb Oncology/Immunology/Oncology Therapeutics Network and, from 2000 to 2001, as President of Global Marketing. Mr. Winningham is a member of Biotechnology Industry Organization’s board of directors and serves on the Health Section Governing Board Standing Committee on Reimbursement. He has served as a member of the board of directors of Rivus Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, since February 2024. He previously served as a member of the board of directors of Retrotope, Inc., a private biotechnology company focused on cell degeneration, from February 2021 to January 2022 and OncoMed Pharmaceuticals, Inc. from June 2015 until the company’s merger with Mereo BioPharma Group plc in April 2019. He also served as a member of the board of directors of the California Healthcare Institute, or CHI, from November 2011 to March 2015 and served as its Chairperson from January 2014 until CHI merged with Bay Area Bioscience Association to become the California Life Sciences Association, or CLSA, in March 2015. Mr. Winningham served on the board of directors of CLSA from March 2015 to July 2023, and served as its Chairperson from March 2015 until November 2015. Mr. Winningham holds an M.B.A. from Texas Christian University and a B.S. from Southern Illinois University. | |

  40. Class III Directors Continuing in Office Until the 2026 Annual General Meeting

    | JAZZ PHARMACEUTICALS | 2024 Proxy Statement | 21 |

  41. Compensation Discussion and Analysis

    | Executive Summary | 40 | | Our Business | 40 | | 2023 Performance Highlights | 40 | | Key Features of Our Executive Compensation Program | 42 | | 2023 Pay-for-Performance Overview | 42 | | Compensation Philosophy and Objectives | 43 | | How We Determine Executive Compensation | 43 | | Role of Our Compensation Committee | 43 | | Role of Our CEO and Management | 43 | | Annual Executive Compensation Program Cycle | 44 | | Role of the Independent Compensation Consultant | 44 | | Competitive Assessment of Compensation - Peer Companies and Market Data | 45 | | Factors Used in Determining Executive Compensation | 46 | | 2023 Advisory Vote on Executive Compensation and Shareholder Engagement | 46 | | Key Components and Design of the Executive Compensation Program | 46 | | Total Direct Compensation | 46 | | Components of Total Direct Compensation | 48 | | Goals for and Achievement of 2023 Performance-Based Compensation | 49 | | 2023 Performance Bonus Program | 49 | | Corporate Objectives | 50 | | 2023 – 2025 PSU Program | 52 | | 2023 Compensation Decisions for Our Named Executive Officers | 54 | | General Approach | 54 | | Summary of 2023 Compensation Decisions | 54 | | Conclusion of Performance Period for 2021 PSUs | 54 | | Individual NEO Compensation Decisions | 56 | | Additional Compensation Information | 63 | | Ownership Guidelines for Executive Officers | 63 | | Clawback Policy | 63 | | Change in Control Plan | 64 | | Equity Grant Timing and Equity Plan Information | 64 | | Accounting and Tax Considerations | 64 | | Risk Assessment Concerning Compensation Practices and Policies | 65 | | Reconciliations of Non-GAAP Adjusted Net Income | 65 |

  42. Key Features of Our Executive Compensation Program

    | What We do | | What We Don’t Do | | | ✓ | Design executive compensation to align pay with performance | ✗ | No excessive change in control or severance arrangements | | ✓ | Balance short-term and long-term incentive compensation, with a majority of executive compensation being “at-risk” | ✗ | No “single-trigger” cash or equity change in control benefits | | ✓ | Grant equity awards that vest based on performance goals over a multi-year performance period | ✗ | No repricing of underwater stock options without prior shareholder approval | | ✓ | Maintain executive share ownership guidelines | ✗ | No excessive perquisites | | ✓ | Provide “double-trigger” change in control benefits | ✗ | No tax gross ups on severance or change in control benefits | | ✓ | Prohibit hedging and pledging by executive officers and directors | ✗ | No post-termination retirement or pension benefits that are not available to employees generally | | ✓ | Maintain a clawback policy | ✗ | No guaranteed bonuses or base salary increases | | ✓ | Establish threshold and maximum levels of achievement for payouts under our annual performance bonus plan and our performance-vesting equity awards, including an overall cap on individual payout amounts | | | | ✓ | Have 100% independent directors on our compensation committee | | | | ✓ | Retain independent compensation consultant who reports directly to our compensation committee | | | | ✓ | Meet regularly in executive session without management present | | |

  43. 2023 Pay-for-Performance Overview

    2023 Pay-for-Performance Overview As discussed throughout this Compensation Discussion and Analysis, our executive compensation program is designed to align executive pay with the achievement of our most critical financial and strategic objectives and the creation of long-term, sustainable shareholder value. The following 2023 compensation payouts were directly impacted by our achievement of pre-determined performance objectives. Annual Performance Bonus – Our 2023 annual performance bonus program is described in more detail below under “2023 Performance Bonus Program.” Our performance during 2023 against the bonus plan corporate objectives resulted in achievement at 95% of target. Long-Term Incentive – Our annual long-term incentive program consists of 50% time-vesting RSUs and 50% PSUs that are eligible to vest based on performance goals measured over a multi-year performance period. The PSUs granted for the 2021-2023 performance period provided senior executives the opportunity to earn share awards based on a mix of commercial and development goals measured from the close of our transaction with GW Pharmaceuticals on May 5, 2021, through December 31, 2023, modified by a TSR ranking versus peers, measured during the same period. Based on the achievement of the commercial and development objectives, the preliminary payout was 96% of target. However, our TSR ranked in the 26th percentile against peers, which reduced the payout by 24% based on the schedule that was established by our compensation committee at the time of grant. As a result, the final payout of the 2021-2023 PSU award cycle was 73% of target. Additional details about our PSU program and the 2021-2023 PSU award cycle are provided below under “Goals for and Achievement of 2023 Performance-Based Compensation—2023 – 2025 PSU Program” and “2023 Compensation Decisions for Our Named Executive Officers—Conclusion of Performance Period for 2021 PSUs.”

  44. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to support the following philosophy and objectives: •Attract, incentivize, reward and retain diverse, talented individuals with relevant experience in the life sciences industry through a competitive pay structure. We reward individuals fairly over time and seek to retain those individuals who continue to meet our high expectations. •Deliver balanced total compensation packages to accomplish our business objectives and mission. Our executive compensation program focuses on target total direct compensation, combining short-term and long-term components, cash and equity, and fixed and variable payments, in the proportions that we believe are the most appropriate to incentivize and reward our executive officers for achieving our corporate goals while minimizing incentives for excessive risk-taking or unethical conduct. •Align pay with our performance. As illustrated below, a substantial portion of our NEOs’ compensation opportunity is variable or “at-risk” and dependent upon our performance. Our annual performance bonus awards are not earned unless pre-determined levels of performance are achieved against annual corporate objectives approved by our board, upon recommendation of our compensation committee, at the beginning of the year. Likewise, our PSUs are not earned unless pre-determined levels of performance are achieved and our RSUs will not provide increased value unless there is an increase in the value of our shares, which benefits all shareholders. We also have executive share ownership guidelines to further support our ownership culture and align the interests of executive officers and shareholders.

  45. Annual Executive Compensation Program Cycle

    | 1Q | | 2Q | | 3Q | | 4Q | | Review prior year’s performance and determine bonus and PSU program payouts; establish goals for short and long-term incentive plans; set current-year market levels of compensation | | Consider any compensation-related proxy proposals and disclosures; review executive share ownership levels; review non-employee director compensation | | Review compensation-related corporate governance trends and any feedback received from shareholders; discuss talent and succession planning for CEO and other senior management roles; determine peer group for next year | | Discuss compensation philosophy and direction for next year, including incentive plan designs |

  46. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our compensation committee engages an independent compensation consultant each year to provide a competitive compensation assessment with respect to the executive officers to assist our compensation committee in making annual compensation decisions. Since 2010, Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, has been engaged by our compensation committee. Aon supports our compensation committee in addressing the design of the peer group, provides industry compensation data, when requested, provides our compensation committee with advice regarding executive officers’ compensation, including base salaries, performance-based bonuses and long-term equity compensation, and similar advice regarding non-employee directors’ compensation. Our compensation committee has also consulted with Aon to update the peer company and industry compensation data on an annual basis and address specific questions that arise as the committee fulfills their responsibilities as outlined in our compensation committee charter. Aon provides support in addressing changes in trends and best practices for executive compensation, incentive and equity compensation and/or other best practices that are requested by our compensation committee, in order to help inform our compensation committee’s decisions. Aon reports directly to our compensation committee, which maintains the authority to direct Aon’s work and engagement. As requested, and under the purview of our compensation committee, Aon may advise the human resources department on projects from time to time. Aon interacts with management to gain access to company information that is required to perform services and to understand the culture and policies of the organization. Aon attends compensation committee meetings, and our compensation committee and Aon meet in executive session with no members of management present, as needed, to address various compensation matters, including deliberations regarding our CEO’s compensation. In assessing Aon’s independence from management in providing executive compensation services to our compensation committee, our compensation committee considered that Aon is only engaged by, takes direction from, and reports to, our compensation committee for such services and, accordingly, only our compensation committee has the right to terminate or replace Aon as its compensation consultant at any time. Our compensation committee also analyzed whether the work of Aon as a compensation consultant with respect to executive and director compensation raised any conflict of interest, taking into consideration the following factors:

  47. Role of the Independent Compensation Consultant

    | ✓ the provision of other services to us by Aon and its affiliates ✓ the amount of fees we paid to Aon and its affiliates as a percentage of Aon’s total revenue; ✓ any business or personal relationship of Aon or the individual compensation advisors employed by it with any of our executive officers; | ✓ any business or personal relationship of the individual compensation advisors with any compensation committee member; ✓ Aon’s policies and procedures that are designed to prevent conflicts of interest; and ✓ any of our ordinary shares owned by Aon or the individual compensation advisors employed by it. |

  48. Role of the Independent Compensation Consultant

    Our compensation committee has determined, based on its analysis of the above factors, that the work of Aon and the individual compensation advisors employed by Aon as compensation consultants to us has not created any conflict of interest.

  49. Role of the Independent Compensation Consultant

    | 44 | 2024 Proxy Statement | JAZZ PHARMACEUTICALS |

  50. Competitive Assessment of Compensation – Peer Companies and Market Data

    Competitive Assessment of Compensation – Peer Companies and Market Data Because we aim to attract and retain the most highly qualified executive officers in an extremely competitive market, our compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our compensation committee reviews market data for each executive officer’s position, compiled by Aon as described below, including information relating to the mix and levels of compensation for executive officers in the life sciences industry, with a focus on target total direct compensation in line with our compensation committee’s holistic approach to executive compensation. 2023 Peer Group. Our compensation committee uses a peer group and other market data to provide context for its executive compensation decision-making. Each year, Aon reviews the external market data and evaluates the composition of our peer group to ensure it appropriately reflects our growth, the increase in our revenues and market capitalization and the consolidation in our industry. In July 2022, with the assistance of Aon, our compensation committee considered companies: •in the life sciences industry (specifically biotechnology and select bio/pharma companies) with commercial products on the market; •with revenues of approximately one-half (0.5x) to three times (3x) our then-projected revenue (resulting in a range of $1.5 billion to $10 billion in revenues); •with market value of approximately one-third (0.3x) to four times (4x) our market capitalization at the time (resulting in a range of between $3 billion to $37.4 billion in market capitalization); and •primarily located in the U.S. with a secondary focus on companies that are headquartered in Europe. Based on the above criteria, our compensation committee approved the following changes to the executive compensation peer group for 2023: •added Gilead Sciences, Inc. and Organon & Co; and •removed Alexion Pharmaceuticals, Inc., Ionis Pharmaceuticals, Inc., and Sarepta Therapeutics, Inc. The peer group used for our 2023 compensation decisions, which we refer to as our 2023 peer group, consisted of the 13 companies listed in the table below. At the time our compensation committee approved the peer group, we were at the 52nd percentile for trailing 12 months revenue and the 27th percentile for market capitalization among the new peer group. Our compensation committee considered this a reasonable balance and a good representation of companies that were of similar scope and complexity.

  51. Competitive Assessment of Compensation – Peer Companies and Market Data

    | Alkermes plc | Gilead Sciences, Inc. | Organon & Co. | Vertex Pharmaceuticals Incorporated | | Biogen Inc. | Horizon Therapeutics plc(1) | Regeneron Pharmaceuticals, Inc. | | | BioMarin Pharmaceutical Inc. | Incyte Corporation | Seagen Inc.(2) | | | Exelixis, Inc. | Neurocrine Biosciences, Inc. | United Therapeutics Corporation | |

  52. Competitive Assessment of Compensation – Peer Companies and Market Data

    (1)Acquired by Amgen Inc. in October 2023. (2)Acquired by Pfizer Inc. in December 2023. 2023 Market Data. In early 2023, Aon completed an assessment of executive compensation based on our 2023 peer group to inform our compensation committee’s determinations of executive compensation for 2023. Our compensation committee reviews target total direct compensation, consisting of target total cash compensation and equity compensation, against the market data provided by Aon primarily to ensure that our executive compensation program, as a whole, is positioned competitively to attract and retain the highest caliber of executive officers and to ensure that the total direct compensation opportunity for the executive officer group is aligned with our corporate objectives and strategic needs. Our compensation committee does not target a specific percentile for setting the level of compensation for the NEOs and does not otherwise use a formulaic approach to setting pay against the market data. Our compensation committee believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because compensation benchmarking does not consider company-to-company variations among actual roles with similar titles or the specific performance of the executive officers.

  53. Competitive Assessment of Compensation – Peer Companies and Market Data

    | JAZZ PHARMACEUTICALS | 2024 Proxy Statement | 45 |

  54. Total Direct Compensation

    | Base Salary | + | Performance Bonus Opportunity | + | Long-Term Incentive Awards | = | Total Direct Compensation |

  55. Total Direct Compensation

    The pie charts above show the various recurring components of target total direct compensation for 2023 for our CEO and other NEOs. These components include the following: (i) annual base salary rate for 2023; (ii) annual target performance bonus opportunity for 2023; and (iii) the target value of equity awards granted in 2023. Target value of equity awards granted for purposes of the chart below means the target dollar value approved by our compensation committee or our board for each NEO’s equity awards granted in 2023. This value differs from the value shown in the Summary Compensation Table, as discussed further below under “2023 Compensation Decisions for Our Named Executive Officers—Summary of 2023 Compensation Decisions—Long-Term Incentive Program.” Because we believe it is important to our success to pursue both short- and long-term objectives that drive sustainable shareholder value creation, to avoid excessive risk-taking, and to preserve our cash resources, the majority of the NEOs’ total direct compensation is comprised of variable, “at-risk” compensation, consisting of performance-based bonus opportunities and long-term incentives, in the form of PSUs and RSUs, which align the executive officers’ incentives with the interests of our shareholders. This allocation between variable, “at-risk” and fixed compensation is consistent with our pay-for-performance philosophy. Our compensation committee takes a holistic approach to compensation and seeks to ensure that the aggregate level of pay across all of the pay elements is meeting our desired objectives for each executive officer. Our compensation committee does not have any formal policies for allocating compensation among base salary, target performance bonus opportunity and long-term incentive awards. Instead, our compensation committee uses its experience and business judgment to establish a total compensation program for each NEO that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, which it believes is appropriate to achieve the goals of our executive compensation program and our corporate goals.

  56. Components of Total Direct Compensation

    | Component | Key Features | Purpose | | Base Salary | •Fixed level of cash compensation •No amount is contractually guaranteed •Amounts reviewed and determined annually, and are generally effective on or around March 1 each year | •Provides fixed level of compensation that is competitive within our industry and reflective of the skills and experience required to be successful in fulfilling the role | | Performance Bonus Award | •Cash compensation under the performance bonus plan, which is variable and “at-risk” because it is dependent upon achievement of pre-established financial and strategic objectives •Target bonus opportunities reviewed and determined annually •Actual bonuses paid shortly after the end of each year are based on the extent corporate goals are attained as determined by our compensation committee, and for executive officers other than our CEO, may reflect their individual contributions toward such achievements •Actual bonuses capped at 300% of executive officer’s target award (other than for our CEO, whose actual bonus is determined based solely on the achievement of corporate objectives and thus capped at 200% of target) | •Provides financial incentives to achieve key corporate objectives that are aligned with our business strategy | | Long-Term Incentive Compensation | •PSUs vest, if at all, at the end of a multi-year performance period and represent 50% of the NEO target annual equity grant •RSUs generally vest over a 4-year period subject to executive officer’s continued service •Awards reviewed and generally granted annually, in the first quarter, or at the time of hire or promotion | •Fosters ownership culture •Links compensation to long-term success •PSUs align compensation earned to the achievement of multi-year strategic objectives and share price performance versus peer companies •RSUs assist with managing dilution for our shareholders, while reinforcing the importance of shareholder value creation over time •Executive share ownership guidelines to further support our ownership culture and align the interests of executive officers and shareholders |

  57. Components of Total Direct Compensation

    Other Benefits. We also offer our executive officers severance benefits upon certain types of involuntary terminations in connection with a change in control. Executive officers based in the United States are eligible to participate in all our benefit plans, such as the 401(k) Plan (see the section below titled “Description of Compensation Arrangements–401(k) Plan”), our medical, dental, vision, short-term disability, long-term disability, group life insurance plans and other tax qualified reimbursement plans, in each case on the same basis as other employees. Executive officers are eligible to participate in our 2007 Employee Stock Purchase Plan, or ESPP, on the same basis as other employees. We do not currently offer defined benefit pension or other retirement benefits in the United States; for executive officers based outside the U.S. we offer pension or other retirement benefits that are consistent with local regulations and on the same basis as other employees in such jurisdictions.

  58. Components of Total Direct Compensation

    Severance Benefits upon Change in Control. Executive officers are also eligible to participate in our Amended and Restated Executive Change in Control and Severance Benefit Plan, or the change in control plan, which is described below under the headings “Additional Compensation Information—Change in Control Plan” and “Potential Payments upon Termination or Change in Control—Amended and Restated Executive Change in Control and Severance Benefit Plan.” The change in control plan provides certain severance benefits to participants, in connection with specified involuntary termination events, including termination without cause and constructive termination, following a change in control. Given the frequency of consolidation in the biopharmaceutical industry, our compensation committee believes these severance benefits are important from a retention perspective to provide some level of protection to our executives who might be terminated following a change in control and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Our compensation committee believes this structure serves to mitigate the distraction and loss of key executive officers that may occur in connection with rumored or actual fundamental corporate changes. Such payments protect the interests of our shareholders by enhancing executive focus during rumored or actual change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. We do not provide any tax gross up payments on severance benefits.

  59. 2023 Performance Bonus Program

    2023 Performance Bonus Program The corporate objectives and relative weightings established by our board, upon recommendation of our compensation committee, for the 2023 performance bonus program communicated to the NEOs in early 2023 consisted of four corporate objectives with multiple discrete goals, as described in the table below. Overall achievement could range from 0% to 200%, in aggregate, for the corporate objectives. Total payout under the 2023 performance bonus program was capped at 300% of the NEO’s target award (with the exception of our CEO, whose actual bonus is determined based solely on the achievement of the corporate objectives and thus capped at 200% of target). Our compensation committee did not set specific individual performance objectives for executive officers based on the philosophy that each executive officer is responsible for contributing to the corporate objectives, individually and as part of the leadership team, to collectively achieve the corporate goals. In approving individual bonus awards, our compensation committee considered the individual contribution towards our achievement of the corporate objectives by each executive officer (other than our CEO). Individual bonus awards are determined in accordance with the following methodology:

  60. 2023 Performance Bonus Program

    | Annual Base Salaryx | Target Bonus %x | Company Performance % (Corporate Objectives)x | Individual Performance % (if applicable) | = | Final Bonus Award |

  61. 2023 Performance Bonus Program

    | JAZZ PHARMACEUTICALS | 2024 Proxy Statement | 49 |

  62. Corporate Objectives

    | Corporate Objectives | | Weighting (%) | Actual Results | Multiplier (%) | Corporate Achievement (9) (%) | | 1. | Commercial: | | | | | | | • Achieve Xywav net product sales in 2023 of $1,280 million(1) | 16% | Between threshold and target: net product sales of $1,273 million | 100% | 16% | | | • Achieve Epidiolex/Epidyolex net product sales in 2023 of $857 million (1) | 12% | Between threshold and target: net product sales of $842 million(2) | 98% | 12% | | | • Achieve oncology net product sales in 2023 of $1,005 million(1) | 12% | Above target: net product sales of $1,013 million(3) | 101% | 12% | | 2. | Pipeline: | | | | | | | • Top priority programs(4) | 30% | Achieved targets(4) | 120%(4) | 36% | | | • Ancillary goals(4) | 15% | Partially awarded(4) | | | | 3. | Corporate Development: | | | | | | | • Progression of Corporate Development activities(5) | 15% | Achieved target(5) | 67% | 10% | | | • Strategic add-ons(6) | 29% | Not awarded(6) | 0% | 0% | | 4. | Operational Excellence: | | | | | | | • Achieve budgeted non-GAAP adjusted operating margin(7) | 10% | Below target: non-GAAP adjusted operating margin of 43.8%(7) | 40%(7) | 4% | | | • People and Patients objectives(8) | 5% | Achieved 4 of 5 targets(8) | 100% | 5% | | | TOTAL | | | | 95% |

  63. Corporate Objectives

    Note: Amounts may not total due to rounding. (1)If the specified threshold annual performance level was met (70% of target for Xywav and 85% of target for both Epidiolex/Epidyolex and oncology), then a pre-established scaled performance multiplier (ranging from 0% to 175% of target for Xywav and 50% to 175% of target for Epidiolex/Epidyolex and oncology) would be used to calculate the applicable corporate achievement percentage attributable to such objective. The performance multiplier would be zero if performance was below the applicable threshold level, and if performance exceeded the applicable threshold level, the performance multiplier scaled using the pre-established performance curve up to the applicable maximum level. The performance multiplier was capped for performance above the specified maximum performance level (115% of target). Xywav net product sales were not impacted by changes in foreign currency and had a final multiplier of 100% with a payout of 16%. (2)To calculate the performance achievement level and the performance multiplier, our GAAP reported Epidiolex/Epidyolex net product sales of $845 million were decreased to $842 million to adjust for changes in foreign currency exchange rates since the objective was based on budgeted foreign currency exchange rates. Final multiplier of 98.2% with a payout of 11.6%.

  64. Corporate Objectives

    (3)To calculate the performance achievement level and performance multiplier, our GAAP reported oncology net product sales of $1,015 million were decreased by approximately $3 million to adjust for changes in foreign currency exchange rates since the objective was based on budgeted foreign currency exchange rates. Final multiplier of 100.8% with a payout of 12.1%. (4)Consisted of the five top-priority 2023 goals: (i) initiating zanidatamab (JZP598) biliary tract cancer Biologics License Application submission to FDA or achieving zanidatamab gastroesophageal adenocarcinoma Phase 3 randomization target of 63%, (ii) achieving 100% patient enrollment of Zepzelca (lurbinectedin) first line study, (iii) obtaining top line results readout for JZP150 (fatty acid amide hydrolase Inhibitor) in post-traumatic stress disorder Phase 2, (iv) achieving suvecaltamide (JZP385) (essential tremor) Phase 2B randomization target of 70%, and (v) achieving JZP441 (Orexin) decision to progress to healthy crossover and narcolepsy Type 1 patient studies. In setting the objectives, our compensation committee incorporated key inflection points in 2023 and interim goals where programs were across multiple years, to incentivize in year performance and required that three of the five goals must be met at target level or above in order to receive 100% achievement of the goals. Our compensation committee determined that we had met goal (ii) at threshold, goal (iii) at target and goals (i) and (iv) at or above maximum, and we had not achieved goal (v), as the decision was made to pause the JZP441 program. Ancillary goals consisted of the following to be achieved by year-end and awarded for cumulative performance at our compensation committee’s discretion: (i) achieving suvecaltamide (JZP385) (Parkinson’s Disease tremor) Phase 2 randomization target of 45%, (ii) enrolling first patient in JZP150 (autism spectrum disorder) Phase 2 proof of concept study, (iii) completing enrollment of first patient in JZP898 (interferon alpha agonist) Phase 1 study, (iv) completing enrollment of fourth cohort of JZP815 (Pan-RAF for solid tumors and hematological malignancies) Phase 1 study, (v) completing one IND submission and two product candidate selections, (vi) achieving JZP258 (Xywav for polysomnography) enrollment target of 8%, (vii) achieving JZP258 (Xywav for blood pressure) enrollment target of 9%, (viii) enrolling first patient in JZP926 (epilepsy comorbidities), and (ix) advancing pipeline to create meaningful value, as evaluated in our compensation committee’s discretion. Our compensation committee determined that goals (i) and (ii) were below the threshold achievement levels and that goals (iii) through (ix) were achieved or exceeded. In particular, goal (vi) and goal (vii) outperformed enrollment expectations. In consideration of both top priority and ancillary goals, our compensation committee determined that the achievement of these goals was 120% in aggregate and therefore a 36% corporate achievement percentage attributable to such goals. The capped payout for pipeline goals was 60%. (5)Consisted of the following goals to be achieved by year-end: (i) identify and evaluate top priority corporate development targets, and (ii) pipeline enhancement. Our compensation committee determined that goal (i) was met and goal (ii) was partially achieved. Our compensation committee had the discretion to adjust the payout level or calculation if determined appropriate. In aggregate, our compensation committee assessed the performance on the goals of 67% and therefore a 10% corporate achievement percentage attributable to such goals. The capped payout for corporate development goals (including the stretch goal described in (6) below) was 44%. (6)Consisted of the following stretch goal to be achieved by year-end: a transaction that adds an asset with a clear path to deliver approximately $500 million of revenue by 2025 and subsequent growth in 2026 and beyond. The total payout for corporate development (including this stretch goal) could have been up to 44% (regardless of achievement on the two primary goals referenced in footnote (6) above), based on compensation committee discretion. Our compensation committee determined that this goal was not met and therefore provided no corporate achievement percentage attributable to such goal. (7)The target for non-GAAP adjusted operating margin was established at 45.6% and included transformation efficiencies and other initiatives. The multiplier applied to the non-GAAP adjusted operating margin ranged from 0% to 200% for adjusted operating margin approximately between 42.1% and 49.1%. The actual year end non-GAAP adjusted operating margin achieved, as calculated for purposes of the performance bonus program (described below), was 43.8%, reflecting 96% achievement of target and a 48.2% payout multiplier for a corporate achievement percentage attributable to such goal of 4.8%. Our compensation committee had the discretion to adjust the payout level or calculation if it determined appropriate. Our compensation committee assessed the performance of the goal and deemed a payout of 4.0% was appropriate. a.Non-GAAP adjusted operating margin is a non-GAAP financial measure that is calculated as (a) total revenues for 2023 less non-GAAP adjusted cost of product sales, SG&A expenses and R&D expenses for 2023 divided by (b) total revenues for 2023. Non-GAAP adjusted cost of product sales, SG&A expenses and R&D expenses exclude from GAAP cost of product sales, SG&A expenses and R&D expenses, as applicable, share-based compensation expense, restructuring and other charges, and acquisition accounting inventory fair value step-up expense. In addition, solely for purposes of calculating the level of achievement, non-GAAP adjusted operating margin also excluded approximately $2 million of operating expenses associated with two corporate development programs licensed in fiscal year 2023. (8)Consisted of the following goals to be achieved by year-end: (i) create a formal patient centricity framework, (ii) apply patient and caregiver input into target product profile, (iii) apply patient and caregiver input into trial protocols for high priority programs, (iv) attrition rate below life science industry average, and (v) achieve aspirational diversity among employees at the executive director level and above (46% female and 21% people of color) in the U.S. Four of five goals were required to be met at target level or above in order to receive 100% corporate achievement percentage attributable to the people and patients objective. Our compensation committee assessed performance and determined that goals (i) through (iv) were achieved, resulting in performance of 100% and therefore a 5% corporate achievement percentage attributable to such goals. (9)The percentages in this column represent, for each objective, the weight of the objective multiplied by the performance multiplier that corresponds to the actual achievement of such objective. Following the end of the 2023 fiscal year, our compensation committee reviewed our performance against the corporate objectives and considered achievement of stretch goals. Our compensation committee approved an overall corporate achievement percentage of 95% of the target corporate performance for the 2023 plan year. The actual bonus payments approved for each of the NEOs for 2023 are described below under “2023 Compensation Decisions for Our Named Executive Officers.”

  65. Corporate Objectives

    2023 – 2025 PSU Program. Our compensation committee designed the 2023 – 2025 PSU Program, or the 2023 PSUs, to align closely to Vision 2025, our previously announced strategy for long-term, sustainable top- and bottom-line growth and shareholder value creation. The 2023 PSUs are intended to incentivize and reward for demonstrating strong progress towards the Vision 2025 objectives. The 2023 PSUs are eligible to vest based on achievement of three objective performance goals over a three-year performance period, which performance payout is then adjusted based on our relative TSR, for the three-year performance period. Below is a summary of the performance metrics and associated weightings and targets applicable to the 2023 PSUs, as well as the TSR modifier. The performance goals below were chosen given their alignment to Vision 2025.

  66. Corporate Objectives

    | Performance Goals | Target | Weighting | | Total Revenue(1) | $5.0 billion | 40% | | Enhance Pipeline Value(2) | 30 points | 40% | | Non-GAAP Adjusted Operating Margin(3) | 48% | 20% | | TOTAL | | 100% |

  67. Corporate Objectives

    | Percentile Rank vs. Comparator Group | Payout Modifier | | ≥ 75th percentile | 125% | | For every increase in percentile rank between 50th and 75th percentiles | Increase by 1% | | 50th percentile | 100% | | For every decrease in percentile rank between 50th and 25th percentiles | Decrease by 1% | | ≤ 25th percentile | 75% |

  68. Corporate Objectives

    Our compensation committee selected the constituents of the Russell 1000 pharmaceutical and biotechnology component companies as the comparator group for purposes of the relative TSR modifier for the following reasons: •the number of companies is large enough to withstand any potential industry consolidation; •the group includes twelve of the companies in our executive compensation peer group above under “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data;” and •the revenue, market cap and volatility of these companies is more aligned with our company’s profile. The companies initially listed on the index at the beginning of the performance period are:

  69. Summary of 2023 Compensation Decisions

    Summary of 2023 Compensation Decisions Target Total Cash Compensation. Our compensation committee (and board, with respect to Mr. Cozadd) increased total target cash compensation by 9.2% for Mr. Cozadd and in varying amounts for our other NEOs. Base salary rate increases were a result of each NEO’s individual performance, responsibilities, market data reference points and total pay opportunities, which were effective in March 2023. Our compensation committee increased the target performance bonus percentages from 2022 for four of the NEOs as described below in “Individual NEO Compensation Decisions.” Target Equity Compensation and Impact on Target Total Direct Compensation. To determine the size of 2023 equity awards, our compensation committee (and our board, with respect to Mr. Cozadd) made its decisions, after careful consideration, seeking to deliver equity awards to each executive officer based on overall equity and total compensation competitiveness to reinforce our retention and incentive objectives, to facilitate stock ownership and manage overall dilution to our shareholders. With the 2023 target equity compensation grant, our compensation committee (and our board, with respect to Mr. Cozadd) approved total target direct compensation reflecting a 1.4% increase for Mr. Cozadd. The other NEOs each received a larger increase to ensure that each NEO’s target equity opportunity was positioned competitively with the market. Long-Term Incentive Program. Our long-term incentive program is designed to align the interests of management with our shareholders and focus management’s attention on long-term, sustained growth. For our NEOs and other executive officers, long-term incentives are delivered in equal mix of PSUs that vest based on achievement of pre-established multi-year performance goals and time-vesting RSUs. Our compensation committee believes this mix strikes the right balance between the variable nature of PSUs and the retentive nature of RSUs. The vesting terms and structure of our PSUs granted in 2023 is discussed in “Goals for and Achievement of 2023 Performance-Based Compensation—2023 – 2025 PSU Program” above. The share amounts underlying the PSUs and RSUs granted to each executive officer in 2023 were determined by dividing the target fair value of the award that our compensation committee and, in the case of Mr. Cozadd, our board, intended to deliver, by our 30-day average share price immediately preceding the grant date. We used a 30-day average share price, rather than a single day share price, to provide a more stabilized share value less susceptible to possible swings in the market. The grant date fair value of the RSUs and PSUs, as reported in the Summary Compensation Table and Grants of Plan-Based Awards Table in accordance with SEC rules and Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC 718, is based on the closing price of our ordinary shares on the grant date (with respect to RSUs) and based on a Monte Carlo simulation model (with respect to PSUs). The values for the RSUs and PSUs shown in the Summary Compensation Table and Grants of Plan-Based Awards Table differ from the intended target values and do not fully reflect the considerations of, and decisions made by, our compensation committee and our board in its determination of the equity grants in this respect.

  70. Conclusion of Performance Period for 2021 PSUs

    Conclusion of Performance Period for 2021 PSUs At the closing of the acquisition of GW Pharmaceuticals, which occurred on May 5, 2021, members of the combined company management team, including each of the NEOs, were granted PSUs. The performance period for these PSUs concluded on December 31, 2023. The awards were subject to vesting based upon achievement of commercial and development goals, modified by a TSR ranking versus peers, measured during the same period.

  71. Conclusion of Performance Period for 2021 PSUs

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  72. Conclusion of Performance Period for 2021 PSUs

    As shown in the table and accompanying footnotes below, the commercial and development objectives were achieved at 96% of target. However, our TSR ranked in the 26th percentile against peers, which reduced the payout by 24% based on the schedule that was established by our compensation committee at the time of grant. As a result, the final payout of the 2021-2023 PSU award cycle was 73% of target.

  73. Conclusion of Performance Period for 2021 PSUs

    | Metric | Weighting (%) | Goals | | | Actual Performance Result(1) | Vesting Percentage (%) | | | | Threshold (50% payout) | Target (100% payout) | Stretch (160% payout) | | | | Percent of US oxybate Patients on Xywav by December 31, 2023(2) | 25% | >50% | 60% | 65% | 61% | 115% | | Percent of Revenue in 2022 from New Product Launches(3) | 30% | 40% | 45-50% | 55% | 53% | 139% | | Epidiolex 2023 Revenue(4) | 20% | — | — | — | $845M | 0% | | Pipeline Success Scorecard(5) | 25% | 10 points | 18 points | 26 points | 18 points | 100% | | Total Preliminary Results (Weighted) | | | | | | 96% | | | | | | | Actual Performance Result | | | Relative TSR Modifier | Peer Group Percentile Rank | ≤ 25th | 50th | ≥ 75th | 26th | | | | Payout Modifier(6) | 75% | 100% | 125% | 76% | | | Final Results (96% x 76%) | | | | | | 73% |

  74. Conclusion of Performance Period for 2021 PSUs

    (1) The performance result is calculated by linear interpolation between payout goals. (2) Relative to total patients on Xywav, Xyrem and authorized generic versions of Xyrem. (3) New product launches include Xywav (all indications), Zepzelca, Rylaze and Sunosi. (4) The target 2023 revenue set by our compensation committee in 2021, the year we acquired Epidiolex as part of our acquisition of GW Pharmaceuticals plc, is not being disclosed as it represents confidential commercial and financial information, the disclosure of which would result in competitive harm to us. Our compensation committee believed that it had set performance goals at rigorous and challenging levels that would require significant effort and achievement by our executives to be attained. Such goals were established in light of our internal forecast at the time as well as macroeconomic and industry environments. (5) One point awarded for each successful INDs; four points awarded for each successful proof of concept study; and six points awarded for each successful pivotal study and/or product approval occurring during the performance period. During the performance period, we achieved the following: six INDs (JZP815, JZP341, JZP541, JZP505, JZP898, and JZP441); one successful pivotal study (JZP598) and one product approval (JZP458). (6) For every percentile rank between 50th and 25th the payout modifier is decreased by 1% to a maximum of 75%; for every percentile rank between 50th and 75th the payout modifier is increased by 1% up to a maximum of 125%.

  75. Conclusion of Performance Period for 2021 PSUs

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  76. Conclusion of Performance Period for 2021 PSUs

    The table below sets forth the total number of 2021 PSUs that vested for each of the NEOs.

  77. Conclusion of Performance Period for 2021 PSUs

    | Name | Target Number of PSUs Granted | Actual Number of PSUs Vested(1) | | Bruce C. Cozadd | 36,365 | 26,545 | | Renée Galá | 9,700 | 7,079 | | Patricia Carr | 1,820 | 1,327 | | Robert Iannone | 8,180 | 5,970 | | Neena M. Patil | 6,970 | 5,087 | | Daniel N. Swisher, Jr. | 10,891 | 7,949 | | Kim Sablich | 8,180 | 5,970 |

  78. Conclusion of Performance Period for 2021 PSUs

    (1) The PSUs vested on January 17, 2024.

  79. Change in Control Plan

    Change in Control Plan Our compensation committee periodically reviews the terms of our change in control plan, including its “double-trigger” structure and benefits, against market data to ensure that the benefits we offer remain appropriate. Our executive officers are eligible to participate in the change in control plan, which includes all of our NEOs. Our compensation committee believes that the change in control benefits we provide are representative of market practice, both in terms of design and cost, and are sufficient to retain our current executive team and to recruit talented executive officers in the future.

  80. Equity Grant Timing and Equity Plan Information

    Equity Grant Timing and Equity Plan Information Our equity incentive grant policy generally provides that grants to executive officers occur on the second trading day following the filing date of our next quarterly or annual report filed under the Exchange Act that occurs after the date on which such grants are approved by our board or compensation committee, as applicable. Accordingly, our equity incentive grant policy generally requires that grants to our executive officers are made shortly after we have released information about our financial performance to the public for the applicable period. As a result, the timing of equity awards is not coordinated in a manner that intentionally benefits our executive officers. We currently grant equity awards to the NEOs, including PSUs and RSUs, under the 2011 Equity Incentive Plan, or the 2011 Plan. The 2011 Plan was adopted by Jazz Pharmaceuticals, Inc.’s board of directors and approved by Jazz Pharmaceuticals, Inc.’s stockholders in connection with their approval of the Azur Merger in December 2011 and was assumed by us upon the completion of the Azur Merger. Before the 2011 Plan was adopted, we granted stock options under our 2007 Equity Incentive Plan, or the 2007 Plan, which was adopted by Jazz Pharmaceuticals, Inc.’s board of directors and approved by Jazz Pharmaceuticals, Inc.’s stockholders in connection with Jazz Pharmaceuticals, Inc.’s initial public offering. The 2011 Plan affords our compensation committee the flexibility to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees and its subsidiaries and to provide long-term incentives that align the interests of employees with the interests of our shareholders. Additional long-term equity incentives are provided through the ESPP. Pursuant to the ESPP, all eligible employees, including the NEOs (if eligible), may allocate up to 15% of their base salary to purchase our stock at a 15% discount to the market price, subject to specified limits.

  81. Risk Assessment Concerning Compensation Practices and Policies

    Risk Assessment Concerning Compensation Practices and Policies Our compensation committee periodically reviews our compensation policies and practices to assess whether they encourage employees to take inappropriate risks. Our compensation committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us. Our compensation committee continues to believe that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks, and significant compensation decisions, as well as decisions concerning the compensation of our executive officers, include subjective considerations by our compensation committee or our board, which restrain the influence of formulae or objective factors on excessive risk-taking. Additionally, significant weighting of long-term compensation (in the form of PSUs and RSUs) in each NEOs total compensation opportunity ensures greater focus on driving sustainable growth and shareholder value creation over the longer term, and the mix of short-term compensation (in the form of salary and annual bonus, if any), and long-term compensation (in the form of PSUs and RSUs) also minimizes undue focus on short-term results and helps align the interests of our executive officers with the interests of our shareholders. Finally, we maintain robust share ownership requirements, a formal incentive compensation clawback policy and a strict anti-hedging and pledging policy, which individually and collectively, act to minimize risk and ensure a long-term focus on our business.

  82. Summary of Compensation

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bruce C. Cozadd Chairperson and CEO | 2023 | 1,196,621 | 12,896,545 | 1,217,216 | 30,853 | 15,341,235 | | | 2022 | 1,199,169 | 14,873,643 | 1,232,000 | 20,806 | 17,325,618 | | | 2021 | 1,077,254 | 13,414,116 | 1,163,400 | 24,541 | 15,679,311 | | Renée Galá(5) President and COO | 2023 | 767,719 | 4,077,397 | 570,000 | 19,272 | 5,434,388 | | | 2022 | 690,357 | 3,895,415 | 430,000 | 13,664 | 5,029,436 | | | 2021 | 616,923 | 3,577,891 | 400,000 | 10,410 | 4,605,224 | | Patricia Carr(6) Senior Vice President and Chief Accounting Officer (Former Interim Principal Financial Officer) | 2023 | 402,181 | 767,623 | 194,868 | 36,356 | 1,401,028 | | Robert Iannone, M.D., M.S.C.E Executive Vice President, Global Head of Research and Development | 2023 | 720,526 | 3,786,999 | 450,000 | 21,552 | 4,979,077 | | | 2022 | 663,672 | 3,777,191 | 400,000 | 14,791 | 4,855,654 | | | 2021 | 591,923 | 3,018,091 | 380,000 | 11,322 | 4,001,336 | | Neena M. Patil Executive Vice President and Chief Legal Officer | 2023 | 673,945 | 2,865,730 | 320,000 | 17,760 | 3,877,435 | | Daniel N. Swisher, Jr.(7) Former President and COO | 2023 | 834,869 | 4,093,987 | 570,000 | 30,118 | 5,528,973 | | | 2022 | 801,433 | 4,485,538 | 639,000 | 27,774 | 5,953,745 | | | 2021 | 711,154 | 4,136,737 | 540,000 | 16,001 | 5,403,892 | | Kim Sablich(8) Former Executive Vice President and General Manager, US | 2023 | 632,412 | 3,173,022 | 326,527 | 33,343 | 4,165,304 | | | 2022 | 606,146 | 3,305,291 | 370,000 | 21,763 | 4,303,200 | | | 2021 | 566,923 | 3,018,091 | 340,000 | 22,495 | 3,947,509 |

  83. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows, for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to the NEOs.

  84. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold(#) | Target (#) | Maximum (#) | | | | Bruce C. Cozadd | Annual Cash | — | — | — | 1,281,280 | 2,562,560 | — | — | — | — | — | | | PSU | 3/3/2023 | 2/15/2023 | — | — | — | 15,896 | 42,388 | 84,776 | — | 6,702,814 | | | RSU | 3/3/2023 | 2/15/2023 | — | — | — | — | — | — | 42,388 | 6,193,735 | | Renée Galá | Annual Cash | — | — | — | 600,000 | 1,800,000 | — | — | — | — | — | | | PSU | 3/3/2023 | 2/15/2023 | — | — | — | 4,794 | 12,784 | 25,568 | — | 2,021,534 | | | | 11/10/2023 (5) | 11/1/2023 | — | — | — | 290 | 772 | 1,544 | — | 95,072 | | | RSU | 3/3/2023 | 2/15/2023 | — | — | — | — | — | — | 12,784 | 1,867,998 | | | | 11/10/2023 (5) | 11/1/2023 | — | — | — | — | — | — | 772 | 92,794 | | Patricia Carr | Annual Cash | — | — | — | 182,191 | 546,573 | — | — | — | — | — | | | PSU | 3/3/2023 | 2/15/2023 | — | — | — | 946 | 2,523 | 5,046 | — | 398,962 | | | RSU | 3/3/2023 | 2/15/2023 | — | — | — | — | — | — | 2,523 | 368,661 | | Robert Iannone, M.D., M.S.C.E | Annual Cash | — | — | — | 423,000 | 1,269,000 | — | — | — | — | — | | | PSU | 3/3/2023 | 2/15/2022 | — | — | — | 4,668 | 12,447 | 24,894 | | 1,968,244 | | | RSU | 3/3/2023 | 2/15/2022 | — | — | — | — | — | — | 12,447 | 1,818,756 | | Neena M. Patil | Annual Cash | — | — | — | 354,750 | 1,064,250 | — | — | — | — | — | | | PSU | 3/3/2023 | 2/15/2023 | — | — | — | 3,532 | 9,419 | 18,838 | — | 1,489,426 | | | RSU | 3/3/2023 | 2/15/2023 | — | — | — | — | — | — | 9,419 | 1,376,304 | | Daniel N. Swisher, Jr. | Annual Cash | — | — | — | 600,000 | 1,800,000 | — | — | — | — | — | | | PSU | 3/3/2023 | 2/15/2022 | — | — | — | 5,046 | 13,456 | 26,912 | — | 2,127,797 | | | RSU | 3/3/2023 | 2/15/2022 | — | — | — | — | — | — | 13,456 | 1,966,191 | | Kim Sablich | Annual Cash | — | — | — | 343,750 | 1,031,250 | — | — | — | — | — | | | PSU | 3/3/2023 | 2/15/2023 | — | — | — | 3,911 | 10,429 | 20,858 | — | 1,649,138 | | | RSU | 3/3/2023 | 2/15/2023 | — | — | — | — | — | — | 10,429 | 1,523,885 |

  85. Grants of Plan-Based Awards

    (1)This column sets forth the target and maximum bonus amount for each NEO for the year ended December 31, 2023 under our performance bonus plan. There are no threshold amounts for each individual officer established under our performance bonus plan. The amounts shown under “Target” reflect the applicable target payment under the performance bonus plan if (i) we achieved 100% of the pre-determined 2023 corporate goals established by our compensation committee, and (ii) as applicable, each NEO’s individual performance percentage was assessed at 100% by our compensation committee with respect to his or her contributions toward the achievement of our corporate goals. The amounts shown under “Maximum” reflect the applicable maximum payment under our performance bonus plan if (i) we achieved maximum pre-determined 2023 corporate goals established by our compensation committee, and (ii) as applicable, each NEO achieved maximum individual performance as assessed by our compensation committee with respect to his or her contributions toward the achievement of our corporate goals; provided, however, that the 2023 bonus payable under the performance bonus plan may not exceed 200% of the officer’s target bonus in the case of the CEO (whose bonus is determined solely based on corporate objective achievement) and 300% for each other NEO. Target bonuses were set as a percentage of each NEO’s base salary rate as of December 31, 2023 and originally were 110% for Mr. Cozadd, 75% for Mr. Swisher, 60% for each of Ms. Galá and Dr. Iannone, 55% for Ms. Patil and Ms. Sablich and 45% for Ms. Carr. Ms. Galá’s target bonus percentage increased to 75% as of October 1, 2023 in connection with Ms. Galá’s appointment as President

  86. Grants of Plan-Based Awards

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  87. Grants of Plan-Based Awards

    and COO. The dollar value of the actual bonus award earned for the year ended December 31, 2023 for each NEO is set forth in the Summary Compensation Table above. As such, the amounts set forth in this column do not represent either additional or actual compensation earned by the NEOs for the year ended December 31, 2023. For a description of the performance bonus plan, see “Compensation Discussion and Analysis—Goals for and Achievement of 2023 Performance-Based Compensation—2023 Performance Bonus Program” above. (2)Performance-based PSU awards were granted to our NEOs on March 3, 2023 pursuant to the 2011 Plan. Each of the PSU awards vests depending on the achievement of certain performance criteria to be assessed over a performance period of January 1, 2023 to December 31, 2025. Following the determination of our achievement with respect to the performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a TSR modifier, which depends on our relative TSR performance against the constituents of the Russell 1000 pharmaceutical and biotechnology component companies over the same three-year performance period. The amounts shown reflect the number of shares that may be earned for threshold performance at 50% of target, the number of shares that may be earned for target performance at 100% of target and the number of shares that may be earned for maximum performance at 160% of target and, in each case, an assumed TSR modifier of 75% for threshold, 100% for target and 125% for maximum performance. For additional information on performance-based PSUs granted to our NEOs in 2023, see “Compensation Discussion and Analysis—2023 Compensation Decisions for Our Named Executive Officers—Long-Term Incentive Program” and “Compensation Discussion and Analysis—Goals for and Achievement of 2023 Performance-Based Compensation—2023 – 2025 PSU Program” above. The PSU awards are subject to potential vesting acceleration as described below under the heading “Potential Payments upon Termination or Change in Control—Treatment of 2021, 2022 and 2023 PSUs” and “Description of Compensation Arrangements—Equity Compensation Arrangements—2011 Equity Incentive Plan.” See also “Description of Compensation Arrangements—Equity Compensation Arrangements—2011 Equity Incentive Plan” below for a general description of the material terms of the 2011 Plan. (3)Each of the annual time-based RSU awards vest in four equal annual installments on the anniversary of the vesting commencement date of March 5, 2023. As a general matter, time-based RSUs will cease vesting upon each NEO’s last day of service. Time-based RSU awards are subject to potential vesting acceleration as described below under the headings “Description of Compensation Arrangements—Equity Compensation Arrangements—2011 Equity Incentive Plan” and “Potential Payments upon Termination or Change in Control—Amended and Restated Executive Change in Control and Severance Benefit Plan” below. (4)The dollar amounts in this column represent the grant date fair value of each PSU and RSU award, as applicable, granted to the NEOs in 2023. These amounts have been calculated in accordance with FASB ASC 718. The grant date fair value for time-based RSUs is based on the closing price of our ordinary shares on the date of grant. The grant date fair value for performance-based PSUs is calculated using a Monte-Carlo simulation model. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. The fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. (5)In connection with her appointment as President and COO as of October 1, 2023, Ms. Galá received additional one-time promotion PSU and RSU awards, incremental to her 2023 annual equity grant.

  88. 401(k) Plan

    401(k) Plan Our employees based in the United States are eligible to participate in the 401(k) Plan. The 401(k) Plan is intended to qualify as a tax-qualified plan under section 401 of the Code. Employee contributions are held and invested by the 401(k) Plan’s trustee. The 401(k) Plan provides that each participant may contribute a portion of his or her pre-tax compensation, up to a statutory annual limit, which was $22,500 for employees under age 50, and $30,000 for employees age 50 and over in 2023. The 401(k) Plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. In 2013, we began making discretionary matching contributions, which for 2023, consisted of a match of 50% of up to the first 6% of eligible compensation contributed by each employee toward his or her 401(k) plan.

  89. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as the 401(k) Plan, the NEOs do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

  90. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During the year ended December 31, 2023, the NEOs did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  91. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth, for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards held at fiscal year-end for the NEOs.

  92. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

  93. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | Name | Option Awards(1) | | | | Stock Awards(1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Bruce C. Cozadd | 124,583 | 5,417(6) | 113.10 | 2/26/2030 | 42,388(7) | 5,213,724 | 42,388(12) | 5,213,724 | | | 125,000 | — | 140.03 | 2/27/2029 | 33,591(8) | 4,131,693 | 44,788(13) | 5,508,924 | | | 92,500 | — | 140.67 | 2/29/2028 | 26,545(9) | 3,265,035 | — | — | | | 86,500 | — | 136.18 | 3/1/2027 | 18,962(10) | 2,332,326 | — | — | | | 77,500 | — | 123.36 | 2/24/2026 | 13,000(11) | 1,599,000 | — | — | | | 72,500 | — | 175.19 | 2/25/2025 | — | — | — | — | | | 48,784(5) | — | 166.62 | 2/26/2024 | — | — | — | — | | Renée Galá | 38,906 | 2,594(14) | 109.45 | 5/6/2030 | 772(15) | 94,956 | 13,556(12) | 1,667,388 | | | — | — | — | — | 12,784(7) | 1,572,432 | 11,730(13) | 1,442,790 | | | — | — | — | — | 8,797(8) | 1,082,031 | — | — | | | — | — | — | — | 7,079(9) | 870,717 | — | — | | | — | — | — | — | 5,057(10) | 622,011 | — | — | | | — | — | — | — | 4,150(16) | 510,450 | — | — | | Patricia Carr | 4,229 | 271(6) | 113.10 | 2/26/2030 | 2,523(7) | 310,329 | 2,523(12) | 310,329 | | | 4,250 | — | 140.03 | 2/27/2029 | 1,866(8) | 229,518 | 2,488(13) | 306,024 | | | 4,500 | — | 140.67 | 2/29/2028 | 1,327(9) | 163,221 | — | — | | | 5,250 | — | 136.18 | 3/1/2027 | 947(10) | 116,481 | — | — | | | 313 | — | 123.36 | 2/24/2026 | 650(11) | 79,950 | — | — | | | 4,500 | — | 175.19 | 2/25/2025 | — | — | — | — | | | 4,000 | — | 166.62 | 2/26/2024 | — | — | — | — | | Robert Iannone, M.D.,M.S.C.E. | 25,875 | 1,125(6) | 113.10 | 2/26/2030 | 12,447(7) | 1,530,981 | 12,447(12) | 1,530,981 | | | 30,500 | — | 137.12 | 8/7/2029 | 8,530(8) | 1,049,190 | 11,374(13) | 1,399,002 | | | — | — | — | — | 5,970(9) | 734,310 | — | — | | | — | — | — | — | 4,267(10) | 524,841 | — | — | | | — | — | — | — | 2,700(11) | 332,100 | — | — |

  94. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

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  95. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | Name | Option Awards(1) | | | | Stock Awards(1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Neena M. Patil | 20,125 | 875(6) | 113.10 | 2/26/2030 | 9,419(7) | 1,158,537 | 9,419(12) | 1,158,537 | | | 30,000 | — | 137.12 | 8/7/2029 | 6,664(8) | 819,672 | 8,886(13) | 1,092,978 | | | — | — | — | — | 5,087(9) | 625,701 | — | — | | | — | — | — | — | 3,634(10) | 446,982 | — | — | | | — | — | — | — | 2,100(11) | 258,300 | — | — | | Daniel N. Swisher, Jr.(17) | 24,724 | 1,385(6) | 113.10 | 2/26/2030 | 13,456(7) | 1,655,088 | 13,456(12) | 1,655,088 | | | 19,366 | — | 140.03 | 2/27/2029 | 10,130(8) | 1,245,990 | 13,507(13) | 1,661,361 | | | 22,731 | — | 140.67 | 2/29/2028 | 7,949(9) | 977,727 | — | — | | | — | — | — | — | 5,556(10) | 683,388 | — | — | | | — | — | — | — | 3,333(11) | 409,959 | — | — | | Kim Sablich | 36,750 | 5,250(18) | 127.07 | 8/5/2030 | 10,429(7) | 1,282,767 | 10,429(12) | 1,282,767 | | | — | — | — | — | 7,464(8) | 918,072 | 9,953(13) | 1,224,219 | | | — | — | — | — | 5,970(9) | 734,310 | — | — | | | — | — | — | — | 4,267(10) | 524,841 | — | — | | | — | — | — | — | 4,200(19) | 516,600 | — | — |

  96. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    (1)In addition to the specific vesting schedule for each stock award, each unvested stock award is subject to the general terms of the 2011 Plan, as applicable, including the potential for future vesting acceleration described above under the heading “Description of Compensation Arrangements— Equity Compensation Arrangements” as well as the potential vesting acceleration (i) under the terms of the change in control plan described below under the heading “Potential Payments upon Termination or Change in Control—Amended and Restated Executive Change in Control and Severance Benefit Plan” and (ii) pursuant to the 2021, 2022 and 2023 RSU and PSU award agreements described under, “Potential Payments upon Termination or Change in Control—Treatment of 2021, 2022 and 2023 RSUs” and “Potential Payments upon Termination or Change in Control—Treatment of 2021, 2022 and 2023 PSUs.” (2)As a general matter, stock options granted to NEOs expire on the day before the tenth anniversary of their grant date, or earlier in the event of an NEO’s termination of service. In the event of an NEO’s termination of service, stock options generally expire three months after such termination of service, subject to extension under limited circumstances such as if the sale of shares during such time was prohibited by our insider trading policy or if exercise would result in violation of securities registration requirements. For more information, see description under the heading “Potential Payments upon Termination or Change in Control—Equity Compensation Plans.” (3)The market values of the time-based RSU awards and PSU awards that have not vested are calculated by multiplying the number of shares underlying the RSU awards and PSU awards shown in the table by $123.00, the closing price of our ordinary shares on December 29, 2023. (4)The market values of the PSU awards that have not vested are calculated by multiplying the target number of shares underlying the PSU awards shown in the table by $123.00, the closing price of our ordinary shares on December 29, 2023. (5)The number of shares reported reflects the transfer of beneficial ownership of a portion of the indicated stock option awards in 2015 to Mr. Cozadd’s former spouse pursuant to a domestic relations order. (6)The unexercisable shares subject to this stock option award as of December 31, 2023 vest monthly from January 27, 2023 to February 27, 2024. (7)Time-based RSUs awarded on March 3, 2023, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2023. (8)Time-based RSUs awarded on March 3, 2022, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2022. (9)This reflects the actual number of shares earned under PSUs granted in 2021 based on the performance period ended December 31, 2023. The PSUs vested on January 17, 2024. (10)Time-based RSUs awarded on February 25, 2021, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2021. (11)Time-based RSUs awarded on February 27, 2020, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2020.

  97. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

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  98. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    (12)For the PSUs granted in 2023, the target number of PSUs is shown in each case assuming target performance of 100% and a TSR modifier of 100%. The actual number of PSUs that will be earned is not yet determinable. For additional information on the 2023 PSUs, see “Compensation Discussion and Analysis—2023 Compensation Decisions for Our Named Executive Officers—Long-Term Incentive Program” and “Compensation Discussion and Analysis—Goals for and Achievement of 2023 Performance-Based Compensation—2023 – 2025 PSU Program” above. (13)For the PSUs granted in 2022, the target number of PSUs is shown in each case assuming target performance of 100% and a TSR modifier of 100%. The actual number of PSUs that could be earned is between 0% and 200% of the target number of PSUs, which vest depending on our achievement with respect to certain performance criteria and our relative TSR compared to the constituents of the Russell 1000 pharmaceutical component companies over the three-year performance period. In accordance with SEC rules the amounts reported reflect target performance. The actual number of PSUs that will be earned is not yet determinable. (14)The unexercisable shares subject to this stock option award as of December 31, 2023 vest monthly from January 16, 2023 to March 16, 2024. (15)Time-based RSUs awarded on November 10, 2023, vesting in equal annual installments over four years measured from the vesting commencement date of December 5, 2023. (16)Time-based RSUs awarded on May 7, 2020, vesting in equal annual installments over four years measured from the vesting commencement date of April 5, 2020. (17)The number of shares reported reflects the transfer of a portion of the awards in 2022 to Mr. Swisher’s former spouse pursuant to a qualified domestic relations order. (18)The unexercisable shares subject to this stock option award as of December 31, 2023 vest monthly from January 1, 2024 to June 1, 2024. (19)Time-based RSUs awarded on August 6, 2020, vesting in equal annual installments over four years measured from the vesting commencement date of June 5, 2020.

  99. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on stock awards vested and stock options exercised, including the number of shares acquired upon exercise and the value realized, determined as described below, for the NEOs in the year ended December 31, 2023.

  100. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Bruce C. Cozadd | — | — | 46,178 | 6,593,290 | | Renée Galá | — | — | 9,612 | 1,384,850 | | Patricia Carr | — | — | 2,471 | 351,780 | | Robert Iannone, M.D., M.S.C.E | — | — | 10,728 | 1,491,940 | | Neena M. Patil | — | — | 9,140 | 1,271,198 | | Daniel N. Swisher, Jr. | — | — | 11,647 | 1,662,957 | | Kim Sablich | — | — | 8,823 | 1,204,937 |

  101. Option Exercises and Stock Vested

    (1)The value realized on vesting is based on the number of shares underlying the RSUs that vested and the closing price of our ordinary shares on the vesting date.

  102. Option Exercises and Stock Vested

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  103. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  104. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The following table estimates the potential severance payments and benefits under the change in control plan to which the NEOs would have been entitled in connection with specified termination events, calculated as if each NEO’s employment had terminated as of December 29, 2023, which was the last business day of 2023. In addition, the table sets forth the amounts to which the NEOs would have been entitled under the 2011 Plan, if, upon a corporate transaction or change in control transaction, our board exercised its discretion to accelerate the vesting and exercisability of stock options and the vesting of PSU awards and RSU awards, and such event had occurred on December 29, 2023. The table also reflects amounts relating to potential vesting acceleration of the 2021, 2022 and 2023 PSU awards and RSU awards, as described above. There are no other agreements, arrangements or plans that entitle any NEOs to severance, perquisites or other benefits upon termination of employment or a change in control. For purposes of the table below, we have assumed that none of the potential severance benefits payable under the change in control plan would be subject to the excise tax imposed by section 4999 of the Code and therefore would not be reduced in accordance with the terms of the change in control plan.

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 29, 2023

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 29, 2023

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 29, 2023

    | Name | Benefit | Involuntary Termination Without Cause or Constructive Termination in Connection with a Change of Control ($)(1) | Certain Corporate Transactions ($)(2) | | Death (No Change of Control) ($)(3) | Disability (No Change of Control) ($)(4) | | Retirement (No Change of Control) ($)(5) | | Bruce C. Cozadd | Lump Sum Cash Severance Payment | 6,173,440 | | — | — | | — | — | | | COBRA Payments | 89,689 | | — | — | | — | — | | | Vesting Acceleration(6) | 28,525,891 | | 28,525,891 | 21,237,407 | | 11,677,743 | 11,677,743 | | | Benefit Total | 34,789,020 | | 28,525,891 | 21,237,407 | | 11,677,743 | 11,677,743 | | Renée Galá | Lump Sum Cash Severance Payment | 3,400,000 | | — | — | | — | — | | | COBRA Payments | 89,689 | | — | — | | — | — | | | Vesting Acceleration(6) | 8,220,300 | | 8,220,300 | 5,963,596 | | 3,371,430 | — | | | Benefit Total | 11,709,989 | | 8,220,300 | 5,963,596 | | 3,371,430 | — | | Patricia Carr | Lump Sum Cash Severance Payment | 1,116,466 | | — | — | | — | — | | | Health Continuation Coverage | 2,739 | | — | — | | — | — | | | Vesting Acceleration(6) | 1,579,173 | | 1,579,173 | 1,168,828 | | 656,328 | — | | | Benefit Total | 2,698,378 | | 1,579,173 | 1,168,828 | | 656,328 | — | | Robert Iannone, M.D., M.S.C.E | Lump Sum Cash Severance Payment | 2,182,500 | | — | — | | — | — | | | COBRA Payments | 58,973 | | — | — | | — | — | | | Vesting Acceleration(6) | 7,384,367 | | 7,384,367 | 5,463,590 | | 3,105,012 | — | | | Benefit Total | 9,625,840 | | 7,384,367 | 5,463,590 | | 3,105,012 | — |

  107. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 29, 2023

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  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 29, 2023

    | Name | Benefit | Involuntary Termination Without Cause or Constructive Termination in Connection with a Change of Control ($)(1) | Certain Corporate Transactions ($)(2) | | Death (No Change of Control) ($)(3) | Disability (No Change of Control) ($)(4) | | Retirement (No Change of Control) ($)(5) | | Neena M. Patil | Lump Sum Cash Severance Payment | 1,975,313 | | — | — | | — | — | | | Cobra Payments | — | | — | — | | — | — | | | Vesting Acceleration(6) | 5,800,974 | | 5,800,974 | 4,328,097 | | 2,425,191 | — | | | Benefit Total | 7,776,287 | | 5,800,974 | 4,328,097 | | 2,425,191 | — | | Daniel N. Swisher, Jr. | Lump Sum Cash Severance Payment | 3,578,839 | | — | — | | — | — | | | COBRA Payments | 55,419 | | — | — | | — | — | | | Vesting Acceleration(6) | 8,664,172 | | 8,664,171 | 6,482,358 | | 3,584,466 | 2,091,984 | | | Benefit Total | 12,298,430 | | 8,664,171 | 6,482,358 | | 3,584,466 | 2,091,984 | | Kim Sablich | Lump Sum Cash Severance Payment | 1,901,042 | | — | — | | — | — | | | Cobra Payments | 58,973 | | — | — | | — | — | | | Vesting Acceleration(6) | 6,755,401 | | 6,755,401 | 4,898,606 | | 2,725,680 | — | | | Benefit Total | 8,715,416 | | 6,755,401 | 4,898,606 | | 2,725,680 | — |

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 29, 2023

    (1)These benefits would be payable under the change in control plan if the involuntary termination without cause or constructive termination occurred upon or within 12 months following a change in control and assuming such termination took place on December 29, 2023. The forms of equity grant agreements under the 2011 Plan provide for the same vesting acceleration benefit as shown here under the change in control plan (except as otherwise described above under the heading, “Potential Payments upon Termination or Change in Control—Treatment of 2021, 2022 and 2023 PSUs”), therefore no separate vesting acceleration benefit is listed. Pursuant to the change in control plan, an involuntary termination without cause also includes an individual’s death or disability. (2)These benefits would be payable under the 2011 Plan, if, upon a corporate transaction event, including a change of control, our board exercised its discretion to accelerate the vesting and exercisability of outstanding equity grant agreements, assuming the vesting acceleration took place on December 29, 2023. For a description of the potential vesting acceleration provisions in the 2011 Plan, see “Description of Compensation Arrangements—Equity Compensation Arrangements” above. As described above under “Potential Payments upon Termination or Change in Control—Treatment of 2021, 2022 and 2023 PSUs,” the terms of the 2021, 2022 and 2023 PSUs provide for a vesting schedule adjustment if a change in control occurs prior to the last day of the performance period and if the award is assumed or continued or substituted with a similar stock award in connection with such change in control. Since the value of this vesting schedule adjustment is based on future events, including with respect to PSU award certification, no separate quantification of this benefit is shown. However, the value of the 2021, 2022 and 2023 PSU full vesting acceleration is included in the table. (3)Represents the value of the 2021, 2022 and 2023 RSU vesting acceleration and pro-rated portion of 2021, 2022 and 2023 PSU vesting benefit upon death. Since the value of the extended post-termination option exercise period in this termination scenario is not quantifiable, such value is not included in the table. (4)Represents the value of 2021, 2022 and 2023 RSU vesting continuation upon a termination due to disability. The value of the 2021, 2022 and 2023 PSU vesting benefit upon a termination due to disability is not included because no PSUs were earned as of December 29, 2023. In addition, since the value of the extended post-termination option exercise period in this termination scenario is not quantifiable, such value is not included in the table. (5)Represents the value of 2021 and 2022 RSU vesting continuation upon retirement. The value of 2023 RSU vesting continuation upon retirement is not included because the vesting continuation benefit in this termination scenario under the 2021, 2022 and 2023 RSUs does not arise until one year from the date of grant. The value of the 2021, 2022 and 2023 PSU vesting benefit upon retirement is not included because no PSUs were earned as of December 29, 2023. In addition, since the value of the extended post-termination option exercise period in this termination scenario is not quantifiable, such value is not included in the table. Having satisfied the age and minimum years of continuous service requirements, Mr. Cozadd was eligible for Long-Service Retirement and Mr. Swisher was eligible for Regular Retirement as of December 29, 2023. (6)The value of equity grants vesting acceleration or continuation, as applicable, is based on the closing price of $123.00 per ordinary share on December 29, 2023, minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration.

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 29, 2023

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  111. Pay Ratio Disclosure

    Pay Ratio Disclosure Under SEC rules, we are required to calculate and disclose the annual total compensation of our median employee, as well as the ratio of the annual total compensation of our median employee as compared to the annual total compensation of our CEO, or our CEO pay ratio. For 2023, to identify our median employee, we used the following methodology: •To determine our total population of employees, we included all full-time, part-time, regular and temporary employees as of October 1, 2023. •To identify our median employee from our employee population, we calculated the annual target amount of each employee’s 2023 base salary (using a reasonable estimate of the hours worked and no overtime for hourly employees) and bonus or commission, as applicable, and added the estimated value of all equity awards granted during 2023. For purposes of base salaries, bonuses and commissions, we used an estimate based on the rates in effect on October 1, 2023. The value of equity awards was not included in the calculation of the median of the annual total compensation of our employees for 2023. •In making this determination, we annualized the base salaries, bonuses and commissions of employees who were employed by us for less than the entire calendar year. •Compensation paid in foreign currencies was converted to U.S. dollars based on the average daily exchange rates for the year-to-date period ending on October 1, 2023. Using this approach, we determined our median employee and then calculated the annual total compensation of this employee for 2023 in accordance with the requirements of the Summary Compensation Table. For 2023, the median of the annual total compensation of our employees (other than our CEO) was $234,605 and the annual total compensation of our CEO, as reported in our Summary Compensation Table, was $15,341,235. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 65 to 1. The CEO pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each company’s compensation practices and pay ratio disclosures. Neither our compensation committee nor our management used our CEO pay ratio measure in making compensation decisions.

  112. Item 402(v) Pay versus Performance

    Item 402(v) Pay versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our compensation committee view the link between our performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with company performance, refer to the “Executive Compensation—Compensation Discussion and Analysis” section above.

  113. Required Tabular Disclosure of Pay versus Performance

    Required Tabular Disclosure of Pay versus Performance The table below reflects information regarding the compensation of our NEOs for fiscal years 2023, 2022, 2021 and 2020, as well as our financial performance for each of these fiscal years in accordance with SEC rules. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation—Compensation Discussion and Analysis” section above.

  114. Required Tabular Disclosure of Pay versus Performance

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  115. Required Tabular Disclosure of Pay versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | GAAP Net Income/ (Loss) ($ in thousands)(4) | Total Revenues ($ in thousands)(5) | | 2023 | 15,341,235 | (2,503,427) | 4,231,034 | 208,193 | 82.40 | 118.87 | 414,832 | 3,834,204 | | 2022 | 17,325,618 | 26,315,005 | 5,035,509 | 7,254,180 | 106.72 | 113.65 | (224,060) | 3,659,374 | | 2021 | 15,679,311 | 4,921,238 | 4,544,613 | 2,655,063 | 85.34 | 126.45 | (329,668) | 3,094,238 | | 2020 | 12,573,300 | 19,597,659 | 4,091,303 | 6,154,655 | 110.56 | 126.42 | 238,616 | 2,363,567 |

  116. Required Tabular Disclosure of Pay versus Performance

    (1)For each fiscal year, represents amount reported for our principal executive officer (PEO) and average amount reported for our non-PEO NEOs, in each case in the Total column of the Summary Compensation Table. Our PEO and our non-PEO NEOs for each of the applicable years were as follows:

  117. Required Tabular Disclosure of Pay versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Bruce C. Cozadd | Renee Gala, Patricia Carr, Robert Iannone, Neena Patil, Daniel N. Swisher, Jr. and Kim Sablich | | 2022 | Bruce C. Cozadd | Daniel N. Swisher, Jr., Renee Gala, Robert Iannone and Kim Sablich | | 2021 | Bruce C. Cozadd | Daniel N. Swisher, Jr., Renee Gala, Robert Iannone and Chris Tovey | | 2020 | Bruce C. Cozadd | Daniel N. Swisher, Jr., Renee Gala, Robert Iannone and Kim Sablich |

  118. Required Tabular Disclosure of Pay versus Performance

    (2)Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs for the relevant fiscal year. Compensation Actually Paid represents the amount reported in the Total column of the Summary Compensation Table for the applicable fiscal year, adjusted as shown below. For the purposes of the below adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB ASC 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined as follows: (i) for RSUs, the closing price of our ordinary shares on the applicable fiscal year-end date, or, in the case of vesting RSUs, the closing price of our ordinary shares on the applicable vesting date; (ii) for PSUs, the closing fair value of the awards using a Monte-Carlo simulation method, multiplied by a factor reflecting achievement of the probable outcome of the cumulative performance objective as of the measurement date; and (iii) for stock options, the closing fair value of the stock options based on a Black-Scholes option pricing model on the applicable fiscal year-end date, or, in the case of vesting stock options, the closing fair value on the applicable vesting date. Details of the adjustments made to the Summary Compensation Table are as follows:

  119. Required Tabular Disclosure of Pay versus Performance

    | | 2023 | | | Adjustments | PEO ($) | Average Non-PEO NEOs ($) | | Total compensation as reported in the Summary Compensation Table (SCT) | 15,341,235 | 4,231,034 | | (Deduct): Grant date fair value of awards as reported in the Stock Awards column in the SCT for current fiscal year (FY) | (12,896,545) | (3,127,460) | | Add: ASC 718 fair value of awards granted during applicable FY that remain unvested as of current FY-end, determined as of applicable FY-end | 8,386,732 | 2,038,949 | | Add: ASC 718 fair value of awards granted during prior FYs that were outstanding and unvested as of applicable FY-end, determined based on change in ASC 718 fair value from prior FY-end to current FY-end | (11,724,562) | (2,569,486) | | Add: ASC 718 fair value of awards granted during prior FYs that vested during current FY, determined based on change in ASC 718 fair value from prior FY-end to vesting date | (1,610,287) | (364,844) | | Total Adjustments | (17,844,662) | (4,022,841) | | Compensation Actually Paid | (2,503,427) | 208,193 |

  120. Required Tabular Disclosure of Pay versus Performance

    (3)For the relevant fiscal year, represents the cumulative Total Shareholder Return of our ordinary shares and the NASDAQ Biotechnology Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019, and reinvestment of dividends, if any.

  121. Required Tabular Disclosure of Pay versus Performance

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  122. Required Tabular Disclosure of Pay versus Performance

    (4)The amounts represent the GAAP net income (loss) as reported in our audited financial statements for the applicable fiscal year. (5)As required by Item 402(v) of Regulation S-K, we have determined that the Company-Selected Measure is total revenues as reported in our audited financial statements for the applicable fiscal year.

  123. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between company total shareholder return and that of the NASDAQ Biotechnology Index. As noted above, compensation actually paid for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  124. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  125. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.

  126. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  127. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Overview of Director Compensation. Our non-employee directors receive cash compensation and equity compensation for their service on our board. Our compensation committee reviews the compensation of our non-employee directors periodically and recommends changes to our board when it deems appropriate. To assist with our compensation committee’s and our board’s review, our compensation committee’s external compensation consultant prepares a comprehensive annual assessment of our non-employee director compensation program. The assessment includes benchmarking director compensation against the same peer group used for executive compensation decision-making, an update in recent trends in director compensation and a review of related corporate governance best practices. We target compensation for service on our board and committees generally at the 50th percentile for board service at companies in our peer group of companies. Non-Employee Director Compensation Policy. Our non-employee director compensation policy, or director compensation policy, was originally approved by our board in 2013 and has subsequently been amended. The equity grants made pursuant to the director compensation policy are granted under the Amended and Restated 2007 Non-Employee Directors Stock Award Plan, or 2007 Directors Plan. Limit on Director Compensation. In any case, the aggregate value of all compensation granted or paid, as applicable, to any non-employee director with respect to any period commencing on the date of the annual general meeting of our shareholders for a particular year and ending on the day immediately prior to the date of the annual general meeting of our shareholders for the subsequent year, including equity awards granted and cash fees paid by us to the non-employee director, will not exceed (i) $750,000 in total value or (ii) in the event such non-employee director is first appointed or elected to our board during that same period, $1,350,000 in total value. Cash Compensation. Pursuant to our director compensation policy, each non-employee director was entitled to receive the following cash compensation for board services, as applicable, for 2023: •$75,000 per year for service as a member of our board; (prior to May 2023, each member received $60,000 per year for service as a member of our board); •additional $50,000 per year for service as the Lead Independent Director; •supplemental amounts for the chairs of the following board committees in the following amounts(1): $25,000 per year for the chairperson of our audit committee, $22,500 per year for the chairperson of our compensation committee, $20,000 per year for the chairperson of our nominating committee, $22,500 per year for the chairperson of our SMC and $5,000 per meeting, up to $20,000 per year, for the chairperson of the transaction committee; and •supplemental amounts for each member of the following board committees other than the chairs, in the following amounts: $15,000 per year for service as a member of our audit committee, $12,500 per year for service as a member of our compensation committee, $10,000 per year for service as a member of our nominating committee, $12,500 per year for service as a member of our SMC and $2,500 per meeting, up to $10,000 per year, for service as a member of the transaction committee. The additional cash compensation described above for the non-employee director’s service on the committees other than the transaction committee is paid in four equal quarterly installments, earned upon the completion of service each calendar quarter. The additional cash compensation for the non-employee director’s service on the transaction committee is paid in four quarterly installments, earned upon the completion of services each calendar quarter.

  128. Non-Employee Director Compensation Policy

    | (1)In 2024, our board approved an increase in the supplemental amounts for the chairs of the following board committees to: $25,000 per year for the chairperson of our compensation committee and $25,000 per year for the chairperson of our SMC. |

  129. Non-Employee Director Compensation Policy

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  130. Non-Employee Director Compensation Policy

    Equity Compensation—Size of Annual Grants. Each individual who is a non-employee director on the date of an annual general meeting of shareholders and continuing as a non-employee director following such meeting will receive an automatic annual grant in the form of an RSU having a target grant date value of $400,000, or an automatic continuing annual grant. Each person who is elected or appointed to be a non-employee director for the first time other than at an annual general meeting and is entitled to receive an automatic annual grant in the form of an RSU having a target grant date value of $400,000, prorated based on the number of days from the date of election or appointment until the date of the first anniversary of the prior annual general meeting of shareholders, or an automatic prorated annual grant. The actual share amounts underlying each annual grant are determined by dividing the target grant date value by our 30-day average share price ending on the grant date. Equity Compensation—Terms of Annual Grants. The grant date of automatic continuing annual grants is the date of our annual general meeting and the grant date of automatic prorated annual grants is the second trading day following the filing date of our next quarterly or annual report filed under the Exchange Act that occurs after the date the director first joined our board. Each automatic continuing annual grant vests in full on the first anniversary of the annual general meeting of our shareholders in the year an award is granted and each automatic prorated annual grant vests in full on the first anniversary of the annual general meeting of our shareholders held prior to the director’s initial election or appointment, subject in each case to the non-employee director’s continuous service through such dates. However, if a non-employee director does not stand for reelection at an annual general meeting of our shareholders in the year in which his or her term expires or otherwise resigns effective at an annual general meeting of our shareholders and, in either case, the non-employee director’s continuous service terminates at such meeting, then effective as of the date of such meeting, any unvested portion of the annual grant will become vested in full. The other terms and conditions applicable to equity awards made to our non-employee directors are included below under the heading “Equity Compensation Plans.” Travel and Other Reasonable Expenses. In addition, our non-employee directors are reimbursed for travel and other reasonable expenses incurred in attending board or committee meetings, as are our employees who serve as directors. If any reimbursement payment is subject to tax imposed by the Irish Revenue Commissioners, each non-employee director is also entitled to a tax equalization payment in order to allow them to retain the full reimbursement payment. There were no such tax equalization payments made to any of our non-employee directors with respect to any reimbursement payments in 2023.

  131. Directors Continuing Education

    Directors Continuing Education In furtherance of our ongoing commitment to the continuing education of our directors, our nominating committee adopted a policy for the reimbursement of director continuing education. Under this policy, we will pay or reimburse each director for enrollment fees and reasonable expenses incurred in connection with attending and participating each year in one director continuing education program and in one healthcare industry continuing education program, each sponsored by an outside provider.

  132. Director Compensation Table

    Director Compensation Table The following table sets forth certain information with respect to the compensation of all of our non-employee directors for the fiscal year ended December 31, 2023. Mr. Cozadd, our Chairperson and CEO, is not listed in the following table because he is our employee. Mr. Cozadd’s compensation is described under “Executive Compensation.” Mr. Cozadd received no additional compensation for serving on our board in 2023.

  133. Director Compensation Table

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  134. Director Compensation For Fiscal 2023

    Director Compensation For Fiscal 2023

  135. Director Compensation For Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Jennifer E. Cook | 105,269 | 428,501 | 533,770 | | Patrick G. Enright | 97,769 | 428,501 | 526,270 | | Peter Gray | 105,269 | 428,501 | 533,770 | | Patrick Kennedy(4) | — | — | — | | Heather Ann McSharry | 115,269 | 428,501 | 543,770 | | Seamus Mulligan | 102,769 | 428,501 | 531,270 | | Kenneth W. O’Keefe | 85,269 | 428,501 | 513,770 | | Anne O’Riordan | 95,269 | 428,501 | 523,770 | | Norbert G. Riedel, Ph.D. | 105,269 | 428,501 | 533,770 | | Mark D. Smith, M.D. | 92,769 | 428,501 | 521,270 | | Catherine A. Sohn, Pharm.D. | 95,269 | 428,501 | 523,770 | | Rick E Winningham | 142,769 | 428,501 | 571,270 |

  136. Director Compensation For Fiscal 2023

    (1)The dollar amounts in this column represent each non-employee director’s actual cash compensation earned for board services in 2023, which is equal to the aggregate of $71,250 per year for service as a member of the board plus supplemental amounts for his or her service on one or more board committees, and for Mr. Winningham, for service as Lead Independent Director. Each non-employee director’s cash compensation was earned and payable in four quarterly installments, as further described above. Fees paid to each of Ms. McSharry, Ms. O’Riordan and Messrs. Gray and Mulligan were paid in Euro. The conversion to U.S. dollars was calculated based on the average exchange rate for each quarter as reported by the OANDA Corporation. (2)The dollar amounts in this column reflect the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC 718. The grant date fair value of each RSU award is measured based on the closing price of our ordinary shares on the date of grant. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors. (3)The aggregate number of shares subject to outstanding stock options and RSU awards held by the non-employee directors listed in the table above as of December 31, 2023 was as follows: 15,305 shares subject to outstanding stock options and 3,075 shares subject to outstanding RSUs for Mr. Enright; 28,850 shares subject to outstanding stock options and 3,075 shares subject to outstanding RSUs for each of Mr. Gray, Ms. McSharry, Mr. Mulligan, Mr. O'Keefe, Dr. Riedel, Dr. Sohn and Mr. Winningham; 6,475 shares subject to outstanding stock options and 3,075 shares subject to outstanding RSUs for each of Ms. Cook and Mr. Smith; and 18,670 shares subject to outstanding stock options and 3,075 shares subject to outstanding RSUs for Ms. O'Riordan. (4)Mr. Kennedy was elected to our board effective March 1, 2024.

  137. Director Compensation For Fiscal 2023

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