DEF 14A of Jazz Pharmaceuticals plc, Jun 6, 2025

DEF 14A of Jazz Pharmaceuticals plc

Filed Jun 6, 2025 · FY20240001232524-25-000043

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  1. Our Board

    Our Board

  2. Our Board

    | | | | | | | Committee Membership | | | | | Name and Principal Position | | Age | Director Since | Independent | Other Current Public Boards | Audit Committee | Compensation Committee | Nominating Committee | SMC | | 2025 DIRECTOR NOMINEES | | | | | | | | | | | | Jennifer E. Cook Director, BridgeBio Pharma, Inc. and Denali Therapeutics Inc. | 59 | 2020 | | 2 | | ● | | ⚬ | | | | | | | | | | | | | | Patrick G. Enright Managing Director, Longitude Capital | 63 | 2009(1) | | 3 | ⚬ | ⚬ | | | | | | | | | | | | | | | | Seamus Mulligan Director, Jazz Pharmaceuticals plc | 64 | 2012 | | 0 | | | | ⚬ | | | | | | | | | | | | | | Norbert G. Riedel, Ph.D. Chairperson, Eton Pharmaceuticals, Inc. | 67 | 2013 | | 1 | | | ⚬ | ● | | | | | | | | | | | | | CONTINUING DIRECTORS | | | | | | | | | | | | Bruce C. Cozadd Chairperson and CEO, Jazz Pharmaceuticals plc | 61 | 2003(1) | | 0 | | | | | | | | | | | | | | | | | | Laura J. Hamill Director, BB BIotech AG and Y-mAbs Therapeutics, Inc. and Unchained Labs | 60 | 2024 | | 2 | | | | | | | | | | | | | ⚬ | | | | | Patrick Kennedy Director, Jazz Pharmaceuticals plc | 56 | 2024 | | 0 | ● | | | | | | | | | | | | | | | | | Heather Ann McSharry Director, International Consolidated Airlines Group, S.A. | 63 | 2013 | | 1 | | | ● | | | | | | | | | ⚬ | | | | | | Kenneth W. O’Keefe Founder, BPOC, LLC | 58 | 2004(1) | | 0 | | | | | | | | | | | | ⚬ | | | | | | Anne O’Riordan Director, Jazz Pharmaceuticals plc | 57 | 2019 | | 0 | | | | | | | | | | | | ⚬ | ⚬ | | | | | Mark D. Smith, M.D. Professor, University of California, San Francisco and Director, Phreesia, Inc. and Teladoc Health, Inc. | 73 | 2020 | | 2 | | | | | | | | | | | | | | ⚬ | ⚬ | | | Rick E Winningham Chairperson and Chief Executive Officer, Theravance Biopharma, Inc. | 65 | 2010(1) | | 1 | | | | | | | | | | | | | | ⚬ | ⚬ |

  3. Our Board

    ⭘ = Committee Member ⬤ = Committee Chair (1)Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

  4. Our Board

    | | 2025 PROXY STATEMENT | 3 |

  5. Our Board

    Director Skills, Experience and Background Our Board is composed of individuals with a variety of qualifications, skills, experience, backgrounds and other factors which, when taken together, provide our Board with a rich mix of perspectives to guide and oversee our evolving strategy and the long-term interests of shareholders. In addition, we believe that it is important for our Board to be comprised of individuals with varied tenures to provide for both fresh perspectives and deep experience and knowledge of our Company.

  6. Our Board

    | Skills and Experiences | | Cook | Cozadd | Enright | Hamill | Kennedy | McSharry | Mulligan | O’Keefe | O’Riordan | Riedel | Smith | Winningham | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | 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 of 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 pharmaceutical products | | | | | | | | | | | | | | | | ● | | ● | | | | ● | | | ● | ● | ● | | | Scientific Research and Drug Development Experience Relevant backgrounds in academia, clinical practice, science and technology and, in particular, the R&D 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 related to medicines and healthcare products | | | | | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | | | ● | ● | ● | ● | | | Human Capital Experience leading larger teams with diverse functions and human capital management initiatives generally, including leadership development, succession planning, executive recruitment, oversight of corporate culture, workforce matters, and compensation | | | | | | | | | | | | |

  7. Our Board

    Indicates experience/expertise in subject matter.

  8. Our Board

    | 4 | 2025 PROXY STATEMENT | |

  9. Our Board

    * Gender, Racial, Ethnic or LGBTQ+ Board Evaluation Our Board and its committees are committed to conducting a thorough annual self-evaluation. Outlined below is a self-evaluation cycle that we use as a guide. The scope and structure of our annual self-evaluation process was developed in conjunction with our Chairperson, LID, chair of our Nominating Committee, CLO and Company Secretary. We periodically engage an independent third-party advisor experienced in corporate governance matters to facilitate a targeted assessment on certain strategic themes, and bring an outside perspective to, our annual self-evaluation process. Our Board engaged such an advisor in 2024. The third-party advisor ran a workshop with our Board, conducted individual interviews with each director and presented its findings to our Board at an executive session.

  10. Our Board

    | Prior to commencing a self-evaluation cycle, consideration is given to our corporate strategy and the qualifications, skills and experience of our Board required to achieve such strategy | | | | | | | YEAR 1 | | | | | •1:1 interviews are held with each director •A memo is issued to our Board and its findings are discussed in executive session | | | YEAR 4 | | | YEAR 2 | | | | | | | •1:1 interviews are held with each director •A memo is issued to our Board and its findings are discussed in executive session •Our Nominating Committee reflects on the effectiveness of the cycle and any actions taken and turns its focus to the next cycle | | | •An internal survey for our Board and each Committee is prepared by our Corporate Governance team and the chair of our Nominating Committee, leveraging the findings from the prior year •Raw survey data is shared with our Chairperson, LID and each committee chair •Summary and key findings are shared with our Board and its Committees | | | | YEAR 3 | | | | | •External facilitation: targeted assessment on pre-agreed key strategic themes •Third-party runs a workshop with our Board, conducts individual interviews with each director and presents its findings in executive session | | | Our Nominating Committee develops an action plan to address any key findings | | | |

  11. Our Board

    | | 2025 PROXY STATEMENT | 5 |

  12. Our Board

    Board Refreshment While we believe it is critical that our Board has the right mix of qualifications, skills and experience, we also recognize the benefit and importance of fresh perspectives. Our Nominating Committee regularly reviews the composition of our Board and assesses the qualifications, skills and experience of our directors to ensure the composition of our Board continues to support our evolving strategy and the long-term interests of shareholders. Our Board has an active Board refreshment program and has engaged in significant Board refreshment activities since 2019, considering candidates suggested by our Board and its committee members, senior management and external search firms, in order to further strengthen our Board’s expertise in targeted areas of importance to our Company’s strategy. The following independent directors have been added to our Board since 2019:

  13. Our Board

    | | | | | | | Anne O’Riordan February 2019 | Jennifer E. Cook December 2020 | Mark D. Smith, M.D. December 2020 | Patrick Kennedy February 2024 | Laura J. Hamill July 2024 |

  14. Our Board

    All nominees for election to our Board, including new candidates and nominees for re-election, shall be approved by a majority of our Board upon recommendation of our Nominating Committee. Our Board delegates the responsibility for identifying, reviewing and evaluating new directors and nominees for re-election and related activities to our Nominating Committee (including conducting appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates), with the expectation that other members of our Board and management will take part in the process as appropriate. Each director and nominee for director should possess the following minimum qualifications: (i) the highest personal integrity and ethics; (ii) broad experience at the policy-making level in business, government, education, science or public interest entities; (iii) a commitment to enhancing shareholder value and our Company’s long-term growth; and (iv) sufficient time to carry out his or her duties. In addition, when undertaking a search for candidates for nomination as new directors, our Nominating Committee considers (and will ask any search firm that it engages to provide) a set of candidates that includes candidates reflecting a diversity of skills, experience, backgrounds and perspectives. An invitation to join our Board should be extended by our Chairperson or our LID on behalf of our Board. For director nominees, our Nominating Committee evaluates their overall service during their term. This includes assessing the number of meetings attended, their level of participation, performance quality, and any relationships or transactions that might affect their independence. Additionally, the importance of board refreshment and the results of our Board’s self-evaluation process are considered when deciding whether to recommend a nominee for a new term. Director Term Limits and Mandatory Retirement Age Our Board does not believe that establishing term limits or a mandatory retirement age would be in the best interests of our Company or its shareholders as a mandatory retirement age may result in losing the contribution of directors who over time have developed increasing insight into our Company and its operations and provide a valuable contribution to our Company and our Board. As an alternative to term limits and a mandatory retirement age, our Board and Nominating Committee strives to ensure that the composition of our Board reflects the needs of our Company.

  15. Our Board

    | 6 | 2025 PROXY STATEMENT | |

  16. Our Board

    Process for Shareholders to Recommend Director Nominees Our Nominating Committee considers director candidates recommended by shareholders on a case-by-case basis, as appropriate. Shareholders wishing to recommend individuals for consideration by our Nominating Committee may do so by delivering a written recommendation to our Company Secretary at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland with the candidate’s name, biographical data and qualifications and a document indicating the candidate’s willingness to serve if elected. Our Nominating Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a shareholder or not. To date, our Nominating Committee has not received any such nominations for our 2025 AGM, nor has it rejected a director nominee from a shareholder or shareholders. Director Commitments Our Corporate Governance Guidelines provide that our directors may not serve on more than five public company boards of directors (including our Board), and directors who are chief executive officers of a public company, may not serve on the boards of more than three public company boards of directors (including our Board). All our directors are currently in compliance with our Corporate Governance Guidelines. Our Board, acting alone or through our Nominating Committee, reviews whether each director continues to have sufficient time and attention to meet the responsibilities of Board membership, which includes an annual review of the director's service on boards and board committees of other companies, and the continued appropriateness of the director’s Board membership under the specific circumstances. We monitor our directors’ time commitments throughout the year. Directors are also required to seek prior approval from our Chairperson, LID and chair of our Nominating Committee before accepting an invitation to serve on any additional board of directors. In addition, service on boards and board committees of other companies should be consistent with our Company’s conflict of interest policies. Our Nominating Committee reviews our overboarding policy as part of its annual review of our Corporate Governance Guidelines. We also review the overboarding policies of our institutional shareholders on an ongoing basis, as appropriate, and discuss such policies during shareholder engagements.

  17. Our Board

    | | 2025 PROXY STATEMENT | 7 |

  18. Election of Directors

    Election of Directors After evaluating the above factors and any additional relevant factors, our Nominating Committee recommended and our Board approved the following four Class II director nominees for election at our 2025 AGM: Jennifer E. Cook, Patrick G. Enright, Seamus Mulligan and Norbert G. Riedel, Ph.D. As required under Irish law and our Constitution, the resolution in respect of this proposal is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast with respect to each director nominee. If elected, each director will hold office for a three-year term, until the 2028 AGM and until his or her successor has been elected and qualified, or, if sooner, until his or her death, resignation, retirement, disqualification or removal. Each nominee listed below is currently a director of our Company and was previously elected by our shareholders at our 2022 AGM. Each nominee has consented to being named as a nominee in our proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. 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.

  19. Election of Directors

    | | | | OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE NAMED BELOW: •Jennifer E. Cook •Patrick G. Enright •Seamus Mulligan •Norbert G. Riedel, Ph.D. | | | | |

  20. Election of Directors

    Under our Constitution, if, at any AGM, the number of directors is reduced below the minimum prescribed by our Board pursuant to our Constitution due to the failure of any director nominee to receive the affirmative vote of a majority of the votes cast, then in those circumstances, the nominee or nominees 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 director would remain a director (subject to the provisions of the 2014 Act and our Constitution) only until the conclusion of the next AGM unless he or she is re-elected at such time. The following includes a brief biography of each director nominee and each of our other directors as of June 1, 2025.

  21. Election of Directors

    | 8 | 2025 PROXY STATEMENT | |

  22. Election of Directors

    Our 2025 Director Nominees

  23. Election of Directors

    | | BACKGROUND: Jennifer E. Cook has served as a member of our Board since December 2020 and was appointed chair 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. REASONS FOR NOMINATION: 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. KEY SKILLS: | | | | | | | | | | | | | | | | | | | Jennifer E. Cook INDEPENDENT DIRECTOR AGE: 59 DIRECTOR SINCE: 2020 COMMITTEES: Compensation Committee (Chair) SMC OTHER CURRENT PUBLIC BOARDS: BridgeBio Pharma, Inc. Denali Therapeutics, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  24. Election of Directors

    | | | 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 biotechnology companies, Vera Therapeutics, Inc., BioAge Labs Inc., and Zenas BioPharma, Inc. as well as several 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, Corcept Therapeutics Inc. from 2008 to 2017, 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. REASONS FOR NOMINATION: 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. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | | | Patrick G. Enright INDEPENDENT DIRECTOR AGE: 63 DIRECTOR SINCE: 2009* COMMITTEES: Audit Committee Compensation Committee OTHER CURRENT PUBLIC BOARDS: BioAge Labs Inc Vera Therapeutics, Inc. Zenas Biopharma, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | * Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. | | | | | | | | | | | |

  25. Election of Directors

    | | 2025 PROXY STATEMENT | 9 |

  26. Election of Directors

    | | 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, he served as Chairperson and Chief Executive Officer of Adapt Pharma Limited, a specialty pharmaceutical company, which was acquired in October 2018 by Emergent BioSolutions Inc., a multinational specialty biopharmaceutical company. He 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, he 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.He 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. REASONS FOR NOMINATION: 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. KEY SKILLS: | | | | | | | | | | | | | | | | | Seamus Mulligan INDEPENDENT DIRECTOR AGE: 64 DIRECTOR SINCE: 2012 COMMITTEES: SMC Transaction Committee (Chair) OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | | | | |

  27. Election of Directors

    | 10 | 2025 PROXY STATEMENT | |

  28. Election of Directors

    | | 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 as Chairperson of the boards of Eton Pharmaceuticals, Inc., a publicly-held, commercial-stage pharmaceutical company and Alcyone Therapeutics, Inc., a privately-held clinical-stage biotechnology company. Dr. Riedel also currently serves on the board of directors of Angitia Biopharmaceuticals, Inc. a privately-held clinical-stage biopharmaceutical company, and the board of Illinois Biotechnology Industry Organization, a non-profit organization. Dr. Riedel is a member of the Austrian Academy of Sciences and 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 also serves as Operating Partner for BPOC, LLC, a private equity firm and is a Senior Executive Advisor to Bain Capital Life Sciences, a private equity firm. Dr. Riedel served as Executive Chairperson of Aptinyx Inc., a biopharmaceuticals company, 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. Previously, Dr. Riedel served as Chief Executive Officer and President from January 2014 to September 2015 of Aptinyx Inc.’s predecessor, Naurex, Inc. From 1996 to 2013, Dr. Riedel served in various executive roles at global pharmaceutical companies. Dr. Riedel served on the board of directors of Ariad Pharmaceuticals, Inc., an oncology company, from May 2011 to February 2017 and on the board of directors of Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company, from October 2020 to August 2024. Dr. Riedel holds a Diploma in biochemistry and a Ph.D. in biochemistry from the University of Frankfurt. REASONS FOR NOMINATION: Dr. Riedel brings over 30 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 SMC. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | Norbert G. Riedel, Ph.D. INDEPENDENT DIRECTOR AGE: 67 DIRECTOR SINCE: 2013 COMMITTEES: SMC (Chair) Nominating Committee OTHER CURRENT PUBLIC BOARDS: Eton Pharmaceuticals, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  29. Election of Directors

    | | OUR BOARD RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE NAMED ABOVE. | | | |

  30. Election of Directors

    | | 2025 PROXY STATEMENT | 11 |

  31. Election of Directors

    Directors Continuing in Office

  32. Election of Directors

    | | | 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 plans to retire as CEO by the end of 2025, once a successor is appointed. After retiring, he plans to continue to serve as Chairperson of our Board. 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 R&D, manufacturing and sales and marketing. Previously at ALZA Corporation, he held the roles of Chief Financial Officer and Vice President, Corporate Planning and Analysis. Mr. Cozadd serves on the boards of two non-profit organizations, The Nueva School and SFJAZZ. His term on the board of SFJAZZ is due to expire on June 30, 2025. He served on the board of ACELYRIN, INC., a late-stage clinical biopharma company, from February 2022, and as its Chairperson from February 2023, until its merger with Alumis Inc. in May 2025. He holds a B.S. from Yale University and an M.B.A. from the Stanford Graduate School of Business. 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. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | Bruce C. Cozadd AGE: 61 DIRECTOR SINCE: 2003* DIRECTOR CLASS: III TERM EXPIRATION: 2026 COMMITTEES: None OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | * Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. | | | | | | | | | | |

  33. Election of Directors

    | | BACKGROUND: Laura J. Hamill has served as a member of our Board since July 2024. Laura J. Hamill currently serves on the board of directors of two publicly held companies. Y-mAbs Therapeutics, Inc., a commercial stage biopharmaceutical company, since April 2020 and BB Biotech, a Swiss based investment fund, since March 2022. 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 biopharmaceutical companies: Acceleron Pharma Inc. from September 2019 to June 2023, AnaptysBio, Inc. from September 2020 to December 2021, Pardes Biosciences, Inc. from July 2021 to August 2023 and Scilex Holding Company from November 2022 to August 2023. 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. Ms. Hamill brings to our Board over 35 years of commercial expertise in the biopharmaceutical industry, having held a variety of executive leadership positions in the United States and Internationally. KEY SKILLS: | | | | | | | | | | | | | | | Laura J. Hamill INDEPENDENT DIRECTOR AGE: 60 DIRECTOR SINCE: 2024 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Compensation Committee OTHER CURRENT PUBLIC BOARDS: BB Biotech AG Y-mAbs Therapeutics, Inc. | | | | | | | | | | | | | | | | | | | | | | |

  34. Election of Directors

    | 12 | 2025 PROXY STATEMENT | |

  35. Election of Directors

    | | BACKGROUND: Patrick Kennedy has served as a member of our Board since March 2024 and was appointed chair of our Audit Committee in August 2024. Mr. Kennedy served on the board of directors of the Bank of Ireland from 2010 to 2024, and served as its Governor and Chairman from 2018 to 2024. 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 online 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, and the Honorary Treasurer of the Irish Rugby Football Union. 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. Mr. Kennedy brings to our Board over 30 years of experience including extensive financial and operating expertise in managing dynamic, high growth-oriented companies. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | Patrick Kennedy INDEPENDENT DIRECTOR AGE: 56 DIRECTOR SINCE: 2024 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Audit Committee (Chair) Transaction Committee OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  36. Election of Directors

    | | 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. 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. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | Heather Ann McSharry INDEPENDENT DIRECTOR AGE: 63 DIRECTOR SINCE: 2013 DIRECTOR CLASS: III TERM EXPIRATION: 2026 COMMITTEES: Nominating Committee (Chair) Audit Committee Transaction Committee OTHER CURRENT PUBLIC BOARDS: International Airlines Group, S.A. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  37. Election of Directors

    | | 2025 PROXY STATEMENT | 13 |

  38. Election of Directors

    | | | 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. Through his experience at 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. KEY SKILLS: | | | | | | | | | | | | | | | | | Kenneth W. O’Keefe INDEPENDENT DIRECTOR AGE: 58 DIRECTOR SINCE: 2004* DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Audit Committee OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | | | | | * Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. | | | | | | | |

  39. Election of Directors

    | | BACKGROUND: Anne O’Riordan has served as a member of our Board since February 2019. From June 2019 to December 2024, Ms. O’Riordan served as a Group Director at Jardine Matheson Limited, a conglomerate, headquartered in Hong Kong, focused on multiple industry segments throughout North and Southeast Asia. Ms. O’Riordan was a member of the board of directors of Jardine Matheson Limited and served on the boards of the following companies in the portfolio - Mandarin Oriental Hotel Group International Limited, Hong Kong Land Limited and Dairy Farm Management Services Limited. Ms. O’Riordan is currently a member of the board of directors of Livi Bank Limited, a privately-held digital bank based in Hong Kong. For 29 years prior to this, Ms. O’Riordan worked with Accenture (formerly Andersen Consulting), a multinational professional services company, in their Life Sciences practice, where she held various leadership positions in North America, Europe and Asia Pacific culminating 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 served for six years on the board of governors of the American Chamber of Commerce in Hong Kong from 2019 to 2024, the board of the International Women’s Forum of Hong Kong from 2021 to 2023 and on the advisory board of the J.E. Cairns Business School in the University of Galway, Ireland from 2022 to present. 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. Ms. O’Riordan brings to our Board 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. KEY SKILLS: | | | | | | | | | | | | | | | Anne O’Riordan INDEPENDENT DIRECTOR AGE: 57 DIRECTOR SINCE: 2019 DIRECTOR CLASS: III TERM EXPIRATION: 2026 COMMITTEES: Audit Committee Compensation Committee OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | |

  40. Election of Directors

    | 14 | 2025 PROXY STATEMENT | |

  41. Election of Directors

    | | 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 Prealize Health, a privately-held predictive healthcare analytics company. 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. 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. KEY SKILLS: | | | | | | | | | | | | | Mark D. Smith, M.D. INDEPENDENT DIRECTOR AGE: 73 DIRECTOR SINCE: 2020 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Nominating Committee SMC OTHER CURRENT PUBLIC BOARDS: Phreesia, Inc. Teladoc Health, Inc. | | | | | | | | | | | | | | | | | | | |

  42. Election of Directors

    | | | 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. Mr. Winningham serves on the board of directors of Theravance Biopharma, Inc., a biopharmaceutical company, having served as its Chairperson from July 2013 to October 2024. 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 Innovation Organization’s board of directors and serves on the Health Section Governing Board Standing Committee on Reimbursement. He is also cofounder of and strategic advisor to Praxis Bioresearch. 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 from November 2011 to March 2015 and served as its Chairperson from January 2014 until California Healthcare Institute merged with Bay Area Bioscience Association to become the California Life Sciences Association in March 2015. Mr. Winningham served on the board of directors of California Life Sciences Association 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. Mr. Winningham’s experience in senior management positions in the pharmaceutical industry provides significant industry knowledge and operational and management expertise to our Board, along with a deep knowledge of global marketing, commercialization and market access. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | | | Rick E Winningham INDEPENDENT DIRECTOR AGE: 65 DIRECTOR SINCE: 2010* DIRECTOR CLASS: III TERM EXPIRATION: 2026 COMMITTEES: Nominating Committee SMC OTHER CURRENT PUBLIC BOARDS: Theravance BioPharma, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | * Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. | | | | | | | | | | | |

  43. Election of Directors

    | | 2025 PROXY STATEMENT | 15 |

  44. Director Compensation

    Director Compensation Director Compensation Policy

  45. Overview of Director Compensation

    Overview of Director Compensation The members of our Board play a critical role in guiding our strategic direction and overseeing our management. The market for highly qualified and experienced directors for large public companies is competitive given the demanding nature of the role, the significant responsibilities, and the associated time commitment and risks. Given these factors, it is essential for us to provide a competitive compensation program for our non-employee directors. Our non-employee directors receive a combination of annual cash retainers and annual equity awards. The equity grants made pursuant to our Director Compensation Policy are granted under the 2007 Directors Plan. Our Director Compensation Policy was originally approved by our Board in 2013 and has subsequently been amended most recently in April 2024. Our Compensation Committee reviews our non-employee director compensation program annually with Aon and recommends any appropriate changes to our Board for their consideration and approval. The review includes a comparison of our program to the programs of the same peer group companies used for executive compensation decision-making, recent trends in director compensation and related corporate governance best practices.

  46. Limit on Director Compensation

    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 our AGM for a particular year and ending on the day immediately prior to the date of our AGM 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.

  47. Travel and Other Reasonable Expenses

    Travel and Other Reasonable Expenses In addition, our non-employee directors are reimbursed for travel and other reasonable expenses incurred in attending our 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 2024. 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.

  48. Travel and Other Reasonable Expenses

    | | 2025 PROXY STATEMENT | 17 |

  49. Travel and Other Reasonable Expenses

    Ownership Guidelines for Directors We maintain share ownership guidelines for our non-employee directors which require each non-employee director to own a number of our Company’s ordinary shares with a value equal to five times his or her annual cash retainer within five years of first becoming subject to the guidelines. As of April 1, 2025, each non-employee director was in compliance with his or her share ownership requirement under the applicable guidelines, except for Mr. Kennedy who joined our Board in March 2024, and Ms. Hamill who joined our Board in July 2024 and, accordingly, must achieve the guideline by the last day of the fiscal year in which their fifth year anniversary occurs. Equity Compensation Plans The 2007 Directors Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc. board of directors and approved by the Jazz Pharmaceuticals, Inc. stockholders in connection with its initial public offering, was continued and assumed by us upon the consummation of the Azur Merger. Equity awards under our Director Compensation Policy described above are granted under the 2007 Directors Plan. With respect to options granted under the 2007 Directors Plan, if a non-employee director’s service relationship with us or any of our affiliates, whether as a non-employee director or subsequently as our employee, director or consultant or that of any of our affiliates, ceases for any reason other than disability or death, or after any 12-month period following a change in control, the optionee may exercise any vested options for a period of three months following the cessation of service. If such optionee’s service relationship with us, or any of our affiliates, ceases due to disability or death (or an optionee dies within a certain period following cessation of service), the optionee or a beneficiary may exercise the option for a period of 12 months in the event of disability, and 18 months in the event of death. With respect to options granted under the 2007 Directors Plan, if such optionee’s service terminates within 12 months following a specified change in control transaction, the optionee may exercise any vested portion of the option for a period of 12 months following the effective date of such a transaction. The option term may be extended in the event that exercise of the option following termination of service is prohibited by applicable securities laws. In no event, however, may an option be exercised beyond the expiration of its term. With respect to RSU awards granted under the 2007 Directors Plan, if a non-employee director’s service relationship with us or any of our affiliates, whether as a non-employee director or subsequently as our employee, director or consultant or that of any of our affiliates, ceases for any reason, any RSU awards that were unvested as of the date of such termination will be forfeited. RSU awards granted pursuant to our Director Compensation Policy are also subject to potential acceleration, as described above under the heading, “Director Compensation Policy—Equity Awards.” In the event of certain significant corporate transactions (which generally have a meaning similar to “corporate transaction” under the 2011 Plan), all outstanding awards under the 2007 Directors Plan may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute for such awards, then (a) with respect to any such awards that are held by participants then performing services for us or our affiliates, the vesting and exercisability of such awards will be accelerated in full and such awards will be terminated if not exercised (if applicable) prior to the effective date of the corporate transaction and (b) all other outstanding awards will terminate if not exercised prior to the effective date of the corporate transaction. Our Board may also provide that the holder of an outstanding award not assumed in the corporate transaction will surrender such award in exchange for a payment equal to the excess of (i) the value of the property that the holder would have received upon exercise of the award, over (ii) the exercise price otherwise payable in connection with the exercise. In addition, the vesting and exercisability of awards under the 2007 Directors Plan held by non-employee directors who are either required to resign their position as a condition of a specified change in control transaction (which generally has a similar meaning as a “change in control” under the 2011 Plan) or are removed from their position in connection with such a change in control will be accelerated in full. 2024 Equity Grants In accordance with our Director Compensation Policy, we made automatic annual grants to each of our non-employee directors as a result of their continuing on our Board through our 2024 AGM, which grants consisted of an RSU award covering 3,731 ordinary shares. All RSUs granted to non-employee directors during 2024 were granted under the 2007 Directors Plan.

  50. Travel and Other Reasonable Expenses

    | 18 | 2025 PROXY STATEMENT | |

  51. Travel and Other Reasonable Expenses

    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, 2024. Mr. Cozadd is not listed in the following table because he is an employee of our Company. Mr. Cozadd’s compensation is described under “Executive Compensation.” Mr. Cozadd received no additional compensation for serving on our Board in 2024.

  52. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024

  53. Director Compensation for Fiscal 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Jennifer E. Cook | 111,692 | 422,573 | 534,265 | | Patrick G. Enright | 102,500 | 422,573 | 525,073 | | Peter Gray(4) | 63,038 | — | 63,038 | | Laura J. Hamill(5) | 38,029 | 422,573 | 460,602 | | Patrick Kennedy(5) | 83,692 | 591,696 | 675,388 | | Heather Ann McSharry | 120,000 | 422,573 | 542,573 | | Seamus Mulligan | 107,500 | 422,573 | 530,073 | | Kenneth W. O’Keefe | 90,000 | 422,573 | 512,573 | | Anne O’Riordan | 101,087 | 422,573 | 523,660 | | Norbert G. Riedel, Ph.D. | 110,606 | 422,573 | 533,179 | | Mark D. Smith, M.D. | 97,500 | 422,573 | 520,073 | | Catherine A. Sohn, Pharm.D.(4) | 57,308 | — | 57,308 | | Rick E Winningham | 147,500 | 422,573 | 570,073 |

  54. Director Compensation for Fiscal 2024

    Note: Amounts may not total due to rounding. (1)The dollar amounts in this column represent each non-employee director’s actual cash compensation earned for board services in 2024, which is equal to the aggregate of $75,000 per year for service as a member of our Board (prorated for any partial year of service) plus supplemental amounts for his or her service on one or more committees of our Board, and for Mr. Winningham, for service as our LID. Each non-employee director’s cash compensation was earned and payable in four quarterly installments (except for any such cash paid for service on our Transaction Committee), as further described above. Fees paid to each of Ms. McSharry, Ms. O’Riordan and Messrs. Gray, Mulligan and Kennedy were paid in Euros. The conversion to U.S. dollars was calculated based on the average exchange rate for each quarter as reported by the OANDA Corporation. (2)With respect to each director other than Messrs. Gray and Kennedy and Dr. Sohn, the dollar amounts in this column reflect the grant date fair value of RSU awards made on August 2, 2024, computed in accordance with FASB ASC 718. With respect to Mr. Kennedy, the dollar amounts in this column reflect the aggregate grant date fair value of RSU awards made on March 1, 2024 and August 2, 2024, 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 our 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, 2024 was as follows: 15,305 shares subject to outstanding stock options and 3,731 shares subject to outstanding RSUs for Mr. Enright; 25,550 shares subject to outstanding stock options and 3,731 shares subject to outstanding RSUs for each of Mr. Mulligan, Mr. O'Keefe, Mr. Winningham, Ms. McSharry and Dr. Riedel; 6,475 shares subject to outstanding stock options and 3,731 shares subject to outstanding RSUs for each of Ms. Cook and Dr. Smith; 18,670 shares subject to outstanding stock options and 3,731 shares subject to outstanding RSUs for Ms. O'Riordan; and 3,731 shares subject to outstanding RSUs for each of Ms. Hamill and Mr. Kennedy. (4)Mr. Gray and Dr. Sohn retired from our Board effective as of the 2024 AGM on July 25, 2024. (5)Mr. Kennedy was elected to our Board effective March 1, 2024. Ms. Hamill was elected to our Board effective July 25, 2024.

  55. Director Compensation for Fiscal 2024

    | | 2025 PROXY STATEMENT | 19 |

  56. 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 performance-vesting equity awards and maximum levels of achievement for payouts under our annual performance bonus plan, 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 | | | | ✓ | Our Compensation Committee meets regularly in executive session without management present | | |

  57. Annual Performance Bonus

    Annual Performance Bonus Our 2024 annual bonus program provides for a cash bonus based on the achievement of pre-established corporate objectives, as determined by our Compensation Committee, and reflects the individual NEO’s contributions toward such achievements. This program is described in more detail below under “2024 Performance Bonus Program.” Our performance during 2024 against the bonus plan corporate objectives resulted in achievement at 112% of target.

  58. Long-Term Incentive

    Long-Term Incentive Our 2024 annual long-term incentive program consisted of 50% RSUs and 50% PSUs that are eligible to vest based on performance goals measured over a multi-year performance period.

  59. Long-Term Incentive Payouts

    Long-Term Incentive Payouts The PSUs granted for the 2022-2024 performance period provided senior executives the opportunity to earn share awards based on a mix of commercial and development goals measured from January 1, 2022 through December 31, 2024, 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 71% of target. However, our TSR ranked in the 43rd percentile against peers, which reduced the payout by 5% based on the schedule that was established by our Compensation Committee at the time of grant. As a result, the final payout of the 2022-2024 PSU award cycle was 66% of target. Additional details about our PSU program and the 2022-2024 PSU award cycle are provided below under “Goals for and Achievement of 2024

  60. Long-Term Incentive Payouts

    | | 2025 PROXY STATEMENT | 47 |

  61. Long-Term Incentive Payouts

    Performance-Based Compensation—2024 – 2026 PSU Program” and “2024 Compensation Decisions for Our NEOs—Conclusion of Performance Period for 2022 PSUs.” Compensation Philosophy and Objectives Our executive compensation program is designed to support the following philosophy and objectives: •Attract, incentivize, reward and retain experienced, 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. How We Determine Executive Compensation

  62. 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 |

  63. 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 has been engaged by our Compensation Committee. Aon supports our Compensation Committee in addressing the design of the peer group, provides industry compensation data, 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 our 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:

  64. 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 executive officer of our Company; | ✓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 ordinary shares of our Company owned by Aon or the individual compensation advisors employed by it. |

  65. Role of the Independent Compensation Consultant

    | | 2025 PROXY STATEMENT | 49 |

  66. 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 our Company has not created any conflict of interest.

  67. 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.

  68. 2024 Peer Group

    2024 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 August 2023, with the assistance of Aon, our Compensation Committee considered companies: •in the life sciences industry (specifically biotechnology and specialty biopharma companies) with commercial products on the market; •with revenues generally of approximately one-half (0.5x) to three times (3x) our then-projected revenue (resulting in a range of generally between $1.9 billion to $11.2 billion in revenues); •with market value generally of approximately one-third (0.3x) to four times (4x) our market capitalization at the time (resulting in a range of generally between $2.7 billion to $32.2 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 determined the executive compensation peer group previously approved by our Compensation Committee for 2023 remained appropriate and accordingly made no changes to such peer group. The peer group used for our 2024 compensation decisions, which we refer to as our 2024 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 59th percentile for trailing 12 months revenue and the 21st 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.

  69. 2024 Peer Group

    | 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 | |

  70. 2024 Peer Group

    (1)Acquired by Amgen Inc. in October 2023. (2)Acquired by Pfizer Inc. in December 2023.

  71. 2024 Market Data

    2024 Market Data In early 2024, Aon completed an assessment of executive compensation based on our 2024 peer group to inform our Compensation Committee’s determinations of executive compensation for 2024. 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

  72. 2024 Market Data

    | 50 | 2025 PROXY STATEMENT | |

  73. 2024 Market Data

    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.

  74. Total Direct Compensation

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

  75. Total Direct Compensation

    The pie charts reflect the components of target total direct compensation for 2024 for our CEO and other NEOs. We design these components, in combination, to support our near term and long-term strategic goals for the business and to align pay with our performance and our shareholders’ interests. These components include the following: (i) annual base salary rate for 2024; (ii) annual target performance bonus opportunity for 2024; and (iii) the target value of equity awards granted in 2024. The pie charts exclude the non-recurring cash signing bonus Mr. Johnson received in connection with his appointment in 2024 to recruit him from his prior employer; such bonus is not considered part of the target total direct compensation program. Target value of equity awards granted for purposes of the chart above means the target dollar value approved by our Compensation Committee or our Board (as applicable) for each NEO’s equity awards granted in 2024. This value differs from the value shown in the Summary Compensation Table, as discussed further below under “2024 Compensation Decisions for Our NEOs—Summary of 2024 Compensation Decisions—Long-Term Incentive Program.”

  76. Total Direct Compensation

    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 or “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 or “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 the pay elements is meeting our Company’s 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.

  77. 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 •Our CEO bonus is capped at 200% of his target bonus award (based solely on achievement of corporate objectives). Our other NEOs’ bonuses are capped at 300% of the executive officer’s target award. | •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; for PSUs granted in 2024, the performance period was 3 years •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 |

  78. Other Benefits

    Other Benefits We also offer our executive officers severance benefits upon certain types of involuntary terminations in connection with a change in control as described below. 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 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.

  79. Severance Benefits

    Severance Benefits Executive officers are also eligible to participate in the Change in Control Plan which is described below under the headings “Additional Compensation Information—Change in Control Plan and Severance Plan” and “Potential Payments upon Termination or Change in Control—Change in Control 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. In addition, in April 2025, we adopted a Severance Plan which provides executive officers who serve on our EC, other than our CEO, certain severance benefits upon a termination without cause that is not in connection with a change in control, which is described below under the headings “Additional Compensation Information—Change in Control Plan and Severance Plan” and “Potential Payments upon Termination or Change in Control—Severance Plan.” We do not provide any tax gross up payments on severance benefits. Goals for and Achievement of 2024 Performance-Based Compensation For 2024, our annual performance bonus opportunity and the PSU awards were aligned with the annual and long-term performance objectives and methodology established by our Board, upon recommendation of our Compensation Committee. The following section describes the performance objectives, discrete goals, payout ranges, and, with respect to the annual performance bonus program, our actual performance achievement.

  80. 2024 Performance Bonus Program

    2024 Performance Bonus Program The corporate objectives and relative weightings established by our Board, upon recommendation of our Compensation Committee for the 2024 performance bonus program communicated to the NEOs in early 2024 consisted of three 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, with the individual total awards under the 2024 performance bonus program capped at 300% of the NEO’s target award. For the CEO, the actual bonus is determined based solely on the achievement of the pre-established corporate objectives with the award 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 subjectively considered the individual contribution towards our Company’s achievement of the corporate objectives by each executive officer (other than our CEO). In approving individual bonus awards for NEOs, our Compensation Committee considered each executive’s contributions to key business objectives, leadership effectiveness, and performance relative to their functional responsibilities. Our Compensation Committee applied a consistent evaluative framework to assess performance across areas such as operational execution, strategic initiatives, talent development, and cross-functional collaboration.

  81. 2024 Performance Bonus Program

    | 54 | 2025 PROXY STATEMENT | |

  82. 2024 Performance Bonus Program

    Individual bonus awards are determined in accordance with the following methodology:

  83. 2024 Performance Bonus Program

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

  84. Corporate Objectives

    | Corporate Objectives | | Weighting (%) | | Actual Results | Multiplier (%) | Corporate Achievement (%)(9) | | | 1. | COMMERCIAL | | | | | | | | | •Achieve Xywav net product sales in 2024 of $1,460 million(1) | | 10% | Above target: net product sales of $1,473 million | 118% | | 12% | | | •Achieve combined Epidiolex/Epidyolex and oncology net product sales in 2024 of $2,107 million(1) | | 25% | Between threshold and target: net product sales of $2,093 million (as adjusted)(3) | 98% | | 24% | | | •Achieve Xywav (IH) patients on therapy exiting 2024(2) | | 5% | Between threshold and target(2) | 15% | | 1% | | 2. | PIPELINE | | | | | | | | | •Top priority programs(4) | | 40% | Above target: achieved 7 of 8 targets(4) | 150% | (4) | 60% | | | •Strategic add-ons(4) | | 10% | Not awarded(4) | 0% | | 0% | | 3. | TRANSFORMATION | | | | | | | | | •Progression of Corporate Development activities(5) | | 10% | Achieved target(5) | 60% | | 6% | | | •Strategic add-ons(6) | | 14% | Not awarded(6) | 0% | | 0% | | | •Achieve budgeted non-GAAP adjusted operating margin(7) | | 5% | Below target: non-GAAP adjusted operating margin of 42.8%(7) | 79% | (7) | 4% | | | •People and Patients objectives(8) | | 5% | Achieved 4 of 5 targets(8) | 100% | | 5% | | TOTAL | | | | | | | 112% |

  85. Corporate Objectives

    Note: Amounts may not total due to rounding. (1)If the specified threshold annual performance level was met (70% of target), then a pre-established scaled performance multiplier (ranging from 0% to 200% of target) 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 above the specified maximum performance level (105% of target for Xywav and 109% of target for combined Epidiolex/Epidyolex and oncology). Xywav net product sales were not impacted by changes in foreign currency and had a final multiplier of 118.1% with a payout of 11.8%. (2)If the specified threshold annual performance level was met, then a pre-established scaled performance multiplier (ranging from 0% to 200% of target) 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

  86. Corporate Objectives

    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. The target number of Xywav (IH) patients on therapy exiting 2024 is not being disclosed as it represents confidential commercial and financial information, the disclosure of which would result in competitive harm to our Company. Xywav (IH) patients on therapy exiting 2024 gave a final multiplier of 14.6% with a payout of 0.7%. (3)To calculate the performance achievement level and the performance multiplier, our GAAP reported combined Epidiolex/Epidyolex and oncology net product sales of $2,084 million were increased to $2,093 million to adjust for changes in foreign currency exchange rates since the objective was based on budgeted foreign currency exchange rates. This resulted in a final multiplier of 97.8% with a payout of 24.4%. The capped payout for commercial goals in totality was 80%. (4)Top priority program goals consisted of the following eight top-priority 2024 goals: (i) Acceptance by FDA of the zanidatamab (JZP598) biliary tract cancer BLA submission; (ii) Submission of the zanidatamab (JZP598) biliary tract cancer Marketing Authorization Application to the European Medicines Agency; (iii) Achieving zanidatamab (JZP598) gastroesophageal adenocarcinoma Phase 3 randomization target of 90%; (iv) Activating 50 clinical enrollment sites for the zanidatamab (JZP598) Late-Stage Breast Cancer study; (v) Obtaining top line results readout for the suvecaltamide (JZP385) (essential tremor) Phase 2B study; (vi) Development plan approval for Epidiolex/Epidyolex (JZP926) oral solid dose form from the program governance committee; (vii) Achieving primary endpoint in top line results for the Epidiolex/Epidyolex (JZP926) Japan study; and (viii) Achieving primary endpoint in top line results for the Zepzelca (lurbinectedin, JZP712) first line small cell lung cancer study. In setting the objectives, our Compensation Committee incorporated key inflection points in 2024 and interim goals where programs were across multiple years, to incentivize in year performance and required that five of the eight goals be met at target level or above in order to receive 100% achievement of the goals. Our Compensation Committee determined that we had met goals (i), (ii), (iii), (iv), (v), (vi) and (viii) and we had not achieved goal (vii), as the Epidiolex/Epidyolex (JZP926) trial did not meet its primary endpoint. Strategic add-ons consisted of the following to be achieved by year-end and awarded for cumulative performance at our Compensation Committee’s discretion: (i) Obtaining healthy volunteer safety and pharmacokinetics data from JZP258-103 (Xywav) study; (ii) Completing enrollment of first patient in JZP598 (zanidatamab) human epidermal growth factor receptor 2 positive, hormone receptor positive fourth line Breast Cancer study; (iii) Completing enrollment of first patient in JZP598 (zanidatamab) Basket Study; (iv) Completing enrollment of third dosing cohort in JZP898 (interferon alpha agonist) Phase 1 study; (v) Decision to proceed with Part B expansion of JZP815 (Pan-RAF for solid tumors and hematological malignancies) Phase 1 study; (vi) Candidate selection for certain neuroscience Early Development programs; (vii) Complete enrollment of JZP258 (Xywav for polysomnography); (viii) Achieving JZP258 (Xywav for blood pressure) enrollment target of 50%; (ix) Achieving JZP926 (Epidiolex/Epidyolex EPICOM behavioral outcomes) enrollment target of 75%; and (x) Advancing pipeline to create meaningful value, as evaluated in our Compensation Committee’s discretion. Our Compensation Committee determined that goals (ii), (iii), (vi) and (ix) were below the threshold achievement levels and that goals (i), (iv), (v), (vii), (viii) and (x) were achieved or exceeded. In consideration of both top priority program goals and strategic add-ons, our Compensation Committee determined that the achievement of these goals was 150% in aggregate and therefore a 60% corporate achievement percentage was attributable to both. The capped payout for pipeline goals was 80%. (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 at 60% and therefore a 6% corporate achievement percentage was attributable to such goals. The capped payout for the corporate development goals described in (i) and (ii) in the foregoing sentence plus the strategic add-on goal described in (6) below was 23.8%. (6)Consisted of the following strategic add-on goal to be achieved by year-end: If a transaction with a significant growth opportunity is achieved, the total award for the corporate development goals described in (5) above plus this strategic add-on goal could have been up to 23.8% (regardless of achievement on the two primary goals referenced in footnote (5) above), based on our Compensation Committee’s 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 43.3%. The multiplier applied to the non-GAAP adjusted operating margin ranged from 0% to 200% for adjusted operating margin between 40.8% and 45.8%. The actual year end non-GAAP adjusted operating margin achieved, as calculated for purposes of the performance bonus program (described below), was 42.8%, reflecting 99% achievement of target and a 79% payout multiplier for a corporate achievement percentage attributable to such goal of 3.9%. 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 3.9% was appropriate. Non-GAAP adjusted operating margin is a non-GAAP financial measure that is calculated as (a) total revenues for 2024 less non-GAAP adjusted cost of product sales, SG&A Expenses and R&D expenses for 2024 divided by (b) total revenues for 2024. 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, 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 $3 million of operating expenses associated with a corporate development program licensed in fiscal year 2024. (8)Consisted of five goals relating to the application of patient insights, corporate culture and human capital management, including achievement of an attrition rate below the life science industry average. 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 four of the five goals, including the attrition goal, 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.

  87. 2024 – 2026 PSU Program

    2024 – 2026 PSU Program Our Compensation Committee designed the 2024 – 2026 PSU Program to align closely to our strategy for long-term, sustainable top- and bottom-line growth and shareholder value creation. The 2024 PSUs are intended to incentivize and reward for demonstrating strong progress towards these objectives. The 2024 PSUs are eligible to vest based on achievement of three objective performance metrics, over a three-year performance period, including 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 2024 PSUs.

  88. 2024 – 2026 PSU Program

    | Performance Goals | Target | Weighting | | Epidiolex and Oncology Product Revenues(1) | | 33.33% | | Pipeline Value(2) | 4 points | 33.33% | | Relative TSR(3) | 50th percentile | 33.34% | | TOTAL | | 100% |

  89. 2024 – 2026 PSU Program

    (1)The target Epidiolex and oncology product revenues set by our Compensation Committee is not being disclosed as it represents confidential commercial and financial information, the disclosure of which would result in competitive harm to our Company. Our Compensation Committee believed that it 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. (2)Points awarded for achievement of the following during the performance period: one point for each (a) human clinical study that forms the basis for either progressing a development product to Phase 3 clinical development or regulatory approval of a marketing application or (b) regulatory approval of a marketing application; provided that, with respect to any development product a maximum of one point may be earned for each indication. (3)The peer group used is the Nasdaq Biotechnology Index as explained further below. The target payout percentage is 100% in the event the TSR percentile rank is at the 50th percentile at the performance end date. The three goals described above can independently, and in the aggregate, be achieved at 50% of target at threshold performance levels up to 200% of target for stretch performance, with linear interpolation used between the performance levels. However, if at the end of the performance period, either (i) our absolute TSR is negative or (ii) our relative TSR is at or below the 25th percentile rank, the 2024 PSU vesting is capped at 100% of target, irrespective of whether we overachieve the performance goals described above. Our Compensation Committee selected the Nasdaq Biotechnology Index as the peer group for the purposes of calculating the fair value for the relative TSR goal for the following reasons: •the number of companies is large enough to withstand any potential industry consolidation; •it is the most common comparator group used for PSU awards of 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 capitalization and volatility of these companies is more aligned with our Company’s profile. Companies must remain in the Nasdaq Biotechnology Index during the entire performance period to be included in the calculation of relative TSR. The 2024 PSUs are subject to potential vesting acceleration upon the NEO’s termination in connection with a change in control, as well as upon death, disability or retirement, as described below under the heading, “Potential Payments upon Termination or Change in Control—Treatment of 2022, 2023 and 2024 PSUs.”

  90. 2024 – 2026 PSU Program

    | | 2025 PROXY STATEMENT | 57 |

  91. 2024 – 2026 PSU Program

    2024 Compensation Decisions for Our NEOs

  92. Target Equity Compensation and Impact on Target Total Direct Compensation

    Target Equity Compensation and Impact on Target Total Direct Compensation To determine the size of 2024 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 Company’s retention and incentive objectives, to facilitate stock ownership and manage overall dilution to our shareholders. With the 2024 target equity compensation grant, our Compensation Committee and our Board approved total target direct compensation reflecting a 0.7% increase for Mr. Cozadd. Certain other NEOs received a larger increase to ensure that the NEO’s target equity opportunity was positioned competitively with the market.

  93. Long-Term Incentive Program

    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 an equal mix of PSUs that vest based on achievement of pre-established multi-year performance goals and 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 2024 are discussed in “Goals for and Achievement of 2024 Performance-Based Compensation—2024–2026 PSU Program” above. The share amounts underlying the PSUs and RSUs granted to each executive officer in 2024 were determined by dividing the target fair value of the award that our Compensation Committee and, in the case of Mr. Cozadd, our Board, approved, by our Company’s 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 FASB ASC 718, is based on the closing price of our ordinary shares on the grant date (with respect to RSUs) and also 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 respective determination of the equity grants in this respect.

  94. Long-Term Incentive Program

    | 58 | 2025 PROXY STATEMENT | |

  95. Conclusion of Performance Period for 2022 PSUs

    Conclusion of Performance Period for 2022 PSUs In 2022, members of the management team, including NEOs who were part of the management team at the time, were granted PSUs. The performance period for these PSUs concluded on December 31, 2024. 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. As shown in the table and accompanying footnotes below, the commercial and development objectives were achieved at 71% of target. However, our TSR ranked in the 43rd percentile against peers, which reduced the payout by 5% based on the schedule that was established by our Compensation Committee at the time of grant. As a result, the final payout of the 2022-2024 PSU award cycle was 66% of target.

  96. Conclusion of Performance Period for 2022 PSUs

    | | | Goals | | | | | | Metric | Weighting (%) | Threshold (50% payout) | Target (100% payout) | Stretch (160% payout) | Actual Performance Result(1) | Vesting Percentage (%) | | Three Year Revenue CAGR | 40% | 8% | 11% | ≥13% | 9.5% | 76% | | Enhanced Pipeline Value(2) | 30% | 20 points | 25 points | ≥30 points | 28 points | 136% | | Non-GAAP Adjusted Operating Margin(3) | 30% | — | 47% | — | 43% | 0% | | Total Preliminary Results (Weighted) | | | | | | 71% | | ACTUAL PERFORMANCE RESULT | | | | | | | | Relative TSR Modifier | Peer Group Percentile Rank | ≤ 25th | 50th | ≥ 75th | 43rd | | | | Payout Modifier(4) | 75% | 100% | 125% | 93% | | | Final Results (93% x 71%) | | | | | | 66% |

  97. Conclusion of Performance Period for 2022 PSUs

    (1)The performance result is calculated by linear interpolation between payout goals. (2)One point awarded for each successful Investigational New Drug Application; four points awarded for each successful proof of concept study; and six points awarded for each successful pivotal study and/or regulatory approval of a marketing application occurring during the performance period. During the performance period, we achieved the following: six INDs (JZP815 (Pan-RAF inhibitor), long-acting Erwinia asparaginase (JZP341), JZP541 (cannabinoid), JZP505 (cannabinoid), JZP898 (conditionally activated IFN⍺2b cytokine pro-drug), and JZP441(orexin-2 receptor agonist)); one proof of concept Epidiolex/Epidyolex (JZP926); one successful pivotal study Zepzelca (JZP712) and two product approvals (Rylaze (JZP458) and zanidatamab (JZP598)). (3)Non-GAAP adjusted operating margin is a non-GAAP financial measure that is calculated as (a) total revenues for 2024 less non-GAAP adjusted cost of product sales, SG&A Expenses and R&D expenses for 2024 divided by (b) total revenues for 2024. 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, transaction and integration related expenses, acquisition accounting inventory fair value step-up expense, and other expenses deducted in arriving at non-GAAP adjusted net income. The threshold and stretch Non-GAAP Adjusted Operating Margin values set by our Compensation Committee in 2022 are not being disclosed as they represent confidential commercial and financial information, the disclosure of which would result in competitive harm to our Company. Our Compensation Committee believed that it 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. (4)For every percentile rank between 50th and 25th the payout modifier is decreased by 1% to a minimum of 75%; for every percentile rank between 50th and 75th the payout modifier is increased by 1% up to a maximum of 125%.

  98. Conclusion of Performance Period for 2022 PSUs

    | | 2025 PROXY STATEMENT | 59 |

  99. Conclusion of Performance Period for 2022 PSUs

    The table below sets forth the target number of PSUs granted and the total number of 2022 PSUs that were earned based on performance and subsequently vested for each of the NEOs.

  100. Conclusion of Performance Period for 2022 PSUs

    | Name | Target Number of PSUs Granted (#) | Actual Number of PSUs Vested(1) (#) | | Bruce C. Cozadd | 44,788 | 29,559 | | Renée Galá | 11,730 | 7,741 | | Philip L. Johnson | — | — | | Patricia Carr | 2,488 | 1,641 | | Robert Iannone | 11,374 | 7,506 | | Samantha Pearce | 3,839 | 2,533 |

  101. Conclusion of Performance Period for 2022 PSUs

    (1)The PSUs vested on January 17, 2025.

  102. Conclusion of Performance Period for 2022 PSUs

    | 60 | 2025 PROXY STATEMENT | |

  103. Renée Galá, President and COO(1)

    (1)Our Board appointed Renée Galá as our Company’s President and COO, effective as of October 1, 2023. Ms. Galá was previously our Company’s Executive Vice President and Chief Financial Officer. The amounts listed in the 2023 Pay column reflect Ms. Galá’s pay effective as of her appointment to President and COO. (2)Represents annual base salary rate for the applicable year. Ms. Galá’s initial 2023 base salary of $735,000 became effective March 2023. In connection with her appointment as President and COO, our Board increased Ms. Galá’s annual base salary to $800,000, effective October 1, 2023. Ms. Galá’s 2024 base salary became effective March 2024. (3)In connection with her appointment as President and COO, our Compensation Committee increased Ms. Galá’s target bonus opportunity for 2023 from 60% of her base salary to 75% of her base salary, effective as of October 1, 2023. The 2024 target bonus amount reflects a target performance bonus of 75% of base salary rate as of December 31, 2024, unchanged from 2023. The actual 2024 performance bonus paid was $697,000, reflecting 112% of target performance bonus, based on the 112% overall achievement of the 2024 corporate performance objectives. (4)Ms. Galá received an annual equity grant in March 2023 with a target value of $3,800,000. In connection with her appointment as President and Chief Operating Officer, she also received an additional one-time promotion grant in November 2023, incremental to her 2023 annual equity grant, with an approximate grant date value of $200,000. The target equity compensation presented in the chart above reflects the target dollar value approved by our Compensation Committee; this value differs from the values required to be shown in the Summary Compensation Table and Grants of Plan-Based Awards Table for 2023 and 2024, as applicable as further described above in “Summary of 2024 Compensation Decisions—Long-Term Incentive Program.” (5)Our Compensation Committee designed Ms. Galá’s target total direct compensation to be competitive as compared to the market data, as described in more detail above in “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data,” appropriate from an internal equity perspective and more heavily weighted towards equity compensation, in line with our pay-for-performance philosophy. Our Compensation Committee determined it was appropriate to increase Ms. Galá’s base salary and target equity compensation in an amount necessary to reflect her scope of responsibility and oversight of significant functions within the organization, as well as to maintain competitive positioning relative to the market data and the other NEOs. Based on our Compensation Committee’s professional experience and judgment, our Compensation Committee determined Ms. Galá’s target total direct compensation to be competitive and appropriate.

  104. Change in Control Plan and Severance Plan

    Change in Control Plan and Severance 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. In addition, beginning in April 2025, eligible employees who serve on our EC, other than our CEO, are eligible to participate in the Severance Plan. All of our NEOs for 2024 except Mr. Cozadd and Ms. Carr are eligible to participate in the Severance Plan. The Severance Plan provides for benefits upon an involuntary termination that does not occur upon or within twelve months following a change in control. As a result, there is no overlap where an executive officer would receive benefits under both the Change in Control Plan and the Severance Plan.

  105. Change in Control Plan and Severance Plan

    | | 2025 PROXY STATEMENT | 67 |

  106. Equity Grant Timing and Equity Plan Information

    Equity Grant Timing and Equity Plan Information Our equity incentive grant policy generally provides that grants to our 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 our 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. Grants to new hires who are not executive officers generally occur on the third business day of the month following the employee’s date of hire. In 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our Company does not grant stock options, stock appreciation rights, or similar instruments with option-like features and has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. We currently grant equity awards to the NEOs, including PSUs and RSUs, under 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 employees of our Company 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.

  107. Risk Assessment Concerning Compensation Practices and Policies

    Risk Assessment Concerning Compensation Practices and Policies Our Compensation Committee periodically reviews our Company’s 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 our Company. 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 or Company’s 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 Company’s 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. Compensation Committee Report(1) Our Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained herein. Based on this review and discussion, our Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in our proxy statement for the 2025 AGM and be included in the Annual Report on Form 10-K we filed with the SEC for the fiscal year ended December 31, 2024. Respectfully submitted,

  108. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain summary information for the years indicated with respect to the compensation earned by the NEOs during fiscal year 2024, 2023 and 2022, as applicable.

  109. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Bruce C. Cozadd Chairperson and CEO | 2024 | 1,203,514 | — | 12,799,687 | 1,492,445 | 31,818 | 15,527,464 | | | 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 | | Renée Galá President and COO | 2024 | 824,923 | — | 5,079,392 | 697,000 | 27,573 | 6,628,888 | | | 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 | | Philip L. Johnson(6) Executive Vice President and CFO | 2024 | 581,539 | 150,000 | 4,063,313 | 427,000 | 21,593 | 5,243,445 | | Patricia Carr(7) Senior Vice President and CAO (Former Interim Principal Financial Officer) | 2024 | 429,954 | — | 761,822 | 220,713 | 39,722 | 1,452,210 | | | 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 R&D | 2024 | 750,692 | — | 4,317,333 | 598,000 | 23,352 | 5,689,377 | | | 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 | | Samantha Pearce(8) Executive Vice President, CCO | 2024 | 619,794 | 300,000 | 2,975,603 | 491,000 | 77,857 | 4,464,254 |

  110. Summary Compensation Table

    Note: Amounts may not total due to rounding. (1)The dollar amounts in this column represent base salary earned during the indicated fiscal year 2024 base salary rates were effective March 2024. For more information on salaries in 2024, see “Compensation Discussion and Analysis—2024 Compensation Decisions for Our NEOs—Individual NEO Compensation Decisions” above. (2)The dollar amounts in this column represent a cash signing bonus paid to Mr. Johnson in connection with his appointment as Executive Vice President and CFO and a cash bonus paid to Ms. Pearce in connection with her appointment as Executive Vice President, CCO. (3)The dollar amounts in this column reflect the aggregate grant date fair value of all RSUs and PSUs granted during the indicated fiscal year computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The grant date fair value for RSUs is measured in accordance with FASB ASC 718 and based on the closing price of our ordinary shares on the date of grant. The grant date fair value for the 2024 PSUs is calculated using a Monte Carlo simulation model for the value of 1/3 of the number of PSUs and the closing price of our ordinary shares on the date of the grant for the value of 2/3 of the number of PSUs. The grant date fair value for the 2022 and 2023 PSUs was calculated in accordance with FASB ASC 718 using a Monte-Carlo simulation model since the PSUs are subject to a market condition. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. Assuming that maximum performance is achieved, the value of the PSUs granted to Mr. Cozadd, Ms. Galá, Mr. Johnson, Ms. Carr, Dr. Iannone, and Ms. Pearce in 2024 at the date of grant under FASB ASC 718 would have been $13,669,935, $5,424,755, $4,339,593, $813,634, $4,610,883, and $3,162,524, respectively. For additional information on the RSUs and PSUs granted to our NEOs in 2024, see “Compensation Discussion and Analysis—2024 Compensation Decisions for Our NEOs—Long-Term Incentive Program” and “Compensation Discussion and Analysis—Goals for and Achievement of 2024 Performance-Based Compensation—2024–2026 PSU Program” above and footnote 2 to the table entitled “Grants of Plan-Based Awards in Fiscal 2024.”

  111. Summary Compensation Table

    | 70 | 2025 PROXY STATEMENT | |

  112. Summary Compensation Table

    (4)The dollar amounts in this column represent the cash bonus awarded under the performance bonus plan for the indicated fiscal year. For more information on the cash bonus awards for 2024, see “Compensation Discussion and Analysis— Goals for and Achievement of 2024 Performance-Based Compensation—2024 Performance Bonus Program” and “Compensation Discussion and Analysis—2024 Compensation Decisions for Our NEOs” above. (5)The dollar amounts in this column for 2024 consisted of group term life insurance premiums paid, matching contributions under our 401(k) Plan, work from home expenses, healthcare contributions, well-being-reimbursements, pension contributions for Ms. Carr and Ms. Pearce, note of appreciation award for Ms. Carr, relocation benefits and car allowance for Ms. Pearce, and expenses associated with an annual conference for Mr. Cozadd and Ms. Galá of $5,844 and $5,900, respectively. Matching contributions under our 401(k) Plan consisted of $17,250 for Mr. Cozadd, Dr. Iannone, and Ms. Galá, and $13,462 for Mr. Johnson. Ms. Carr received employer pension contributions into the Jazz Retirement Plan of $34,396 for 2024. The actual amount of the benefit for Ms. Carr was paid in Euros, specifically €31,667 converted to USD using the average foreign exchange rate for 2024 of 1.08628. Ms. Pearce received employer pension contributions into the Jazz Retirement Plan in the amount of $42,943, relocation assistance $18,888 and $11,587 for car allowance. Ms. Pearce was paid in pounds, specifically, £33,361 for employer pension contributions converted to USD using the average monthly exchange rate from January 2024 to October 2024 of 1.2799, £14,719 for relocation benefits converted to USD using the average foreign exchange rate for August 2024 of 1.2832 and £9,100 for car allowance converted to USD using the average monthly exchange rate from January 2024 to September 2024 of 1.2733, converted to USD, using the average foreign exchange rate for 2024 of 1.2807. (6)Mr. Johnson was appointed our Executive Vice President and CFO effective March 1, 2024. (7)Ms. Carr served as our Interim Principal Financial Officer from October 2023 to March 2024. The actual salary paid to Ms. Carr for 2024 was €395,833 which was converted to USD using the average foreign exchange rate for 2024 of 1.08628. The actual amount of “Non-Equity Incentive Plan Compensation” paid to Ms. Carr was €212,000 which was converted to USD using the average foreign exchange rate for March 2025 of 1.04110. The actual amount of “All Other Compensation” paid to Ms. Carr was €36,590 which was converted to USD using the relevant average foreign exchange for 2024. (8)Ms. Pearce was promoted to Executive Vice President, CCO effective August 1, 2024; prior to that, she served as our Senior Vice President, Europe and International. Ms. Pearce was paid her annual salary in pounds from January 2024 to September 2024 until her relocation to the U.S. Her actual salary paid before relocation consisted of £356,026 converted to USD using the monthly average exchange rate from January 2024 to September 2024 of 1.2733. As part of her promotion, she agreed to relocate to the U.S.

  113. Summary Compensation Table

    | | 2025 PROXY STATEMENT | 71 |

  114. Summary Compensation Table

    Grants of Plan-Based Awards in Fiscal 2024 The following table shows, for the fiscal year ended December 31, 2024, certain information regarding grants of plan-based awards to the NEOs.

  115. Summary Compensation Table

    | 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 | — | — | — | 1,332,540 | 2,665,080 | — | — | — | — | — | | | PSU | 3/1/2024 | 2/7/2024 | — | — | — | 8,365 | 50,187 | 100,374 | — | 6,834,968 | | | RSU | 3/1/2024 | 2/7/2024 | — | — | — | — | — | — | 50,187 | 5,964,720 | | Renée Galá | Annual Cash | — | — | — | 622,500 | 1,867,500 | — | — | — | — | — | | | PSU | 3/1/2024 | 2/7/2024 | — | — | — | 3,319 | 19,916 | 39,832 | — | 2,712,377 | | | RSU | 3/1/2024 | 2/7/2024 | — | — | — | — | — | — | 19,916 | 2,367,015 | | Philip L. Johnson | Annual Cash | — | — | — | 381,000 | 1,143,000 | — | — | — | — | — | | | PSU | 3/1/2024 | 2/7/2024 | — | — | — | 2,655 | 15,932 | 31,864 | — | 2,169,796 | | | RSU | 3/1/2024 | 2/7/2024 | — | — | — | — | — | — | 15,932 | 1,893,517 | | Patricia Carr | Annual Cash | — | — | — | 195,531 | 586,593 | — | — | — | — | — | | | PSU | 3/1/2024 | 2/7/2024 | — | — | — | 498 | 2,987 | 5,974 | — | 406,817 | | | RSU | 3/1/2024 | 2/7/2024 | — | — | — | — | — | — | 2,987 | 355,005 | | Robert Iannone, M.D., M.S.C.E | Annual Cash | — | — | — | 494,000 | 1,482,000 | — | — | — | — | — | | | PSU | 3/1/2024 | 2/7/2024 | — | — | — | 2,821 | 16,928 | 33,856 | — | 2,305,442 | | | RSU | 3/1/2024 | 2/7/2024 | — | — | — | — | — | — | 16,928 | 2,011,891 | | Samantha Pearce | Annual Cash | — | — | — | 438,750 | 1,316,250 | — | — | — | — | — | | | PSU | 3/1/2024 | 2/7/2024 | — | — | — | 844 | 5,065 | 10,130 | — | 689,785 | | | | 8/2/2024(5) | 7/24/2024 | — | — | — | 1,166 | 6,996 | 13,992 | — | 891,477 | | | RSU | 3/1/2024 | 2/7/2024 | — | — | — | — | — | — | 5,065 | 601,975 | | | | 8/2/2024 | 7/24/2024 | — | — | — | — | — | — | 6,996 | 792,366 |

  116. Summary Compensation Table

    (1)This column sets forth the target and maximum bonus amount for each NEO for the year ended December 31, 2024 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 2024 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 2024 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 2024 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, 2024 and originally were 110% for Mr. Cozadd, 75% for Ms. Galá, 65% for Mr. Johnson, 65% for Dr. Iannone, 50% for Ms. Pearce and 45% for Ms. Carr. Mr. Johnson’s target bonus took into account Mr. Johnson was not employed for the entire year. Ms. Pearce’s target bonus percentage increased to 65% as of August 1, 2024 in connection with Ms. Pearce’s appointment as Executive Vice President,CCO. The dollar value of the actual bonus award earned for the year ended December 31, 2024 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, 2024. For a description of the performance bonus plan, see “Compensation Discussion and Analysis—Goals for and Achievement of 2024 Performance-Based Compensation—2024 Performance Bonus Program” above.

  117. Summary Compensation Table

    | 72 | 2025 PROXY STATEMENT | |

  118. Summary Compensation Table

    (2)PSU awards were granted to our NEOs on March 1, 2024 pursuant to the 2011 Plan, with the exception of the additional PSUs granted to Ms. Pearce on August 2, 2024 in connection with her appointment as Executive Vice President, CCO. Each of the PSU awards vests depending on the achievement of three objective performance metrics to be assessed over a performance period of January 1, 2024 to December 31, 2026, including our Company’s relative TSR for the three-year period. The peer group used for purposes of calculating relative TSR (weighted at 33.34%) is the Nasdaq Biotechnology Index. The other two performance metrics (Epidiolex and oncology product revenues and pipeline value) are weighted at 33.33% each. The amounts shown reflect the number of shares that may be earned for threshold performance at 50% of target for one of these metrics, 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 200% of target. For additional information on performance-based PSUs granted to our NEOs in 2024, see “Compensation Discussion and Analysis—2024 Compensation Decisions for Our NEOs — Long-Term Incentive Program” and “Compensation Discussion and Analysis— Goals for and Achievement of 2024 Performance-Based Compensation—2024 – 2026 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 2022, 2023 and 2024 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 RSU awards vests in four equal annual installments on the anniversary of the vesting commencement date of March 5, 2024, with the exception of the RSUs granted to Ms. Pearce in connection with her appointment as Executive Vice President, CCO. This annual RSU award granted to Ms. Pearce vests in four equal annual installments on the anniversary of the vesting commencement date of August 5, 2024. As a general matter, time-based RSUs will cease vesting upon each NEO’s last day of service. 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—Change in Control Plan.” (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 2024. These amounts have been calculated in accordance with FASB ASC 718. The grant date fair value for RSUs is based on the closing price of our ordinary shares on the date of grant. The grant date fair value for PSUs is calculated using a Monte Carlo simulation model for the value of 1/3 of the number of PSUs and the closing price of our ordinary shares on the date of the grant for the value of 2/3 of the number of PSUs. 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 Executive Vice President, CCO as of August 1, 2024, Ms. Pearce received additional one-time promotion PSU and RSU awards, incremental to her 2024 annual equity grant. Description of Compensation Arrangements

  119. 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 $23,000 for employees under age 50, and $30,500 for employees age 50 and over in 2024. 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 2024, consisted of a match of 100% of up to the first 5% of eligible compensation contributed by each employee toward his or her 401(k) plan.

  120. 401(k) Plan

    | | 2025 PROXY STATEMENT | 75 |

  121. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as the 401(k) Plan, in the United States, 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. For NEOs based outside the United States, we offer pension or other retirement benefits that are consistent with local regulations and on the same basis as other employees in such jurisdictions.

  122. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During the year ended December 31, 2024, 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. Outstanding Equity Awards at Fiscal Year-End The following table sets forth, for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards held at fiscal year-end for the NEOs.

  123. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table

  124. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | 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 | 130,000 | — | 113.10 | 2/26/2030 | 50,187(5) | 6,180,529 | 100,374(10) | 12,361,058 | | | 125,000 | — | 140.03 | 2/27/2029 | 31,791(6) | 3,915,062 | 42,388(11) | 5,220,082 | | | 92,500 | — | 140.67 | 2/29/2028 | 29,559(7) | 3,640,191 | — | — | | | 86,500 | — | 136.18 | 3/1/2027 | 22,394(8) | 2,757,821 | — | — | | | 77,500 | — | 123.36 | 2/24/2026 | 9,481(9) | 1,167,585 | — | — | | | 72,500 | — | 175.19 | 2/25/2025 | — | — | — | — | | Renée Galá | 41,500 | — | 109.45 | 5/6/2030 | 19,916(5) | 2,452,655 | 39,832(10) | 4,905,311 | | | — | — | — | — | 579(12) | 71,304 | 13,556(11) | 1,669,421 | | | — | — | — | — | 9,588(6) | 1,180,762 | — | — | | | — | — | — | — | 7,741(7) | 953,304 | — | — | | | — | — | — | — | 5,864(8) | 722,152 | — | — | | | — | — | — | — | 2,528(9) | 311,323 | — | — | | Philip L. Johnson | — | — | — | — | 15,932(5) | 1,962,026 | 31,864(10) | 3,924,052 | | Patricia Carr | 4,500 | — | 113.10 | 2/26/2030 | 2,987(5) | 367,849 | 5,974(10) | 735,698 | | | 4,250 | — | 140.03 | 2/27/2029 | 1,892(6) | 233,000 | 2,523(11) | 310,707 | | | 4,500 | — | 140.67 | 2/29/2028 | 1,641(7) | 202,089 | — | — | | | 5,250 | — | 136.18 | 3/1/2027 | 1,244(8) | 153,199 | — | — | | | 313 | — | 123.36 | 2/24/2026 | 473(9) | 58,250 | — | — | | | 4,500 | — | 175.19 | 2/25/2025 | — | — | — | — |

  125. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | 76 | 2025 PROXY STATEMENT | |

  126. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | 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) | | Robert Iannone, M.D., M.S.C.E. | 27,000 | — | 113.10 | 2/26/2030 | 16,928(5) | 2,084,683 | 33,856(10) | 4,169,366 | | | 30,500 | — | 137.12 | 8/7/2029 | 9,335(6) | 1,149,605 | 12,447(11) | 1,532,848 | | | — | — | — | — | 7,506(7) | 924,364 | — | — | | | — | — | — | — | 5,686(8) | 700,231 | — | — | | | — | — | — | — | 2,133(9) | 262,679 | — | — | | Samantha Pearce | 6,907 | — | 109.45 | 5/6/2030 | 6,996(13) | 861,557 | 24,122(10) | 2,970,624 | | | — | — | — | — | 5,065(5) | 623,755 | 3,870(11) | 476,591 | | | — | — | — | — | 2,902(6) | 357,381 | — | — | | | — | — | — | — | 2,533(7) | 311,939 | — | — | | | — | — | — | — | 1,919(8) | 236,325 | — | — | | | — | — | — | — | 790(9) | 97,289 | — | — |

  127. Outstanding Equity Awards at 2024 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—Change in Control Plan” and (ii) pursuant to the 2022, 2023 and 2024 RSU and PSU award agreements described under, “Potential Payments upon Termination or Change in Control—Treatment of 2022, 2023 and 2024 RSUs” and “Potential Payments upon Termination or Change in Control—Treatment of 2022, 2023 and 2024 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 $123.15, the closing price of our ordinary shares on December 31, 2024. (4)The market values of the PSU awards that have not vested are calculated by multiplying the number of shares underlying the PSU awards shown in the table by $123.15, the closing price of our ordinary shares on December 31, 2024. (5)RSUs awarded on March 1, 2024, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2024. (6)RSUs awarded on March 3, 2023, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2023. (7)This reflects the actual number of shares earned under PSUs granted in 2022 based on the performance period ended December 31, 2024. The PSUs vested on January 17, 2025. (8)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)RSUs awarded on February 25, 2021, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2021. (10)For the PSUs granted in 2024, the maximum number of PSUs is shown in each case assuming maximum performance of 200%. The actual number of PSUs that will be earned is not yet determinable. For additional information on the 2024 PSUs, see “Compensation Discussion and Analysis—2024 Compensation Decisions for Our NEOs—Long-Term Incentive Program” and “Compensation Discussion and Analysis— Goals for and Achievement of 2024 Performance-Based Compensation —2024 – 2026 PSU Program” above. (11)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 could be earned is between 0% and 200% of the target number of PSUs, which vest depending on our Company’s 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. The actual number of PSUs that will be earned is not yet determinable.

  128. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | 2025 PROXY STATEMENT | 77 |

  129. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    (12)RSUs awarded on November 10, 2023, vesting in equal annual installments over four years measured from the vesting commencement date of December 5, 2023. (13)RSUs awarded on August 2, 2024, vesting in equal annual installments over four years measured from the vesting commencement date of August 5, 2024. Option Exercises and Stock Vested in Fiscal 2024 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, 2024.

  130. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | 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 | — | — | 70,820 | 8,365,940 | | Renée Galá | — | — | 20,080 | 2,362,841 | | Philip L. Johnson | — | — | — | — | | Patricia Carr | — | — | 3,704 | 437,149 | | Robert Iannone, M.D., M.S.C.E | — | — | 16,760 | 1,979,353 | | Samantha Pearce | — | — | 7,478 | 882,425 |

  131. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    (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. Potential Payments upon Termination or Change in Control

  132. 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 31, 2024, which was the last business day of 2024. 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 had 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 31, 2024. The table also reflects amounts relating to potential vesting acceleration of the 2022, 2023 and 2024 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 as of December 31, 2024. 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. As described above, in April 2025, we adopted a Severance Plan under which the NEOs for 2024 other than Mr. Cozadd and Ms. Carr are eligible to receive certain severance benefits upon an involuntary termination without cause that occurs on or after April 23, 2025 and that does not occur upon or within 12 months following a change in control; because the Severance Plan was not in place as of December 31, 2024, such benefits are not provided in the table below. However, a description of the benefits under the Severance Plan is provided above under “Severance Plan.” The benefits each NEO for 2024, other than Mr. Cozadd and Ms. Carr is eligible for under the Severance Plan are less than those under the Change in Control Plan.

  133. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    Potential Payments Upon Termination or Change in Control as of December 31, 2024

  134. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | 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 | 6,900,135 | | — | — | — | — | | | COBRA Payments | 95,086 | | — | — | — | — | | | Vesting Acceleration(6) | 30,937,225 | | 30,937,225 | 24,735,358 | 14,020,997 | 7,840,468 | | | Benefit Total | 37,932,446 | | 30,937,225 | 24,735,358 | 14,020,997 | 7,840,468 | | Renée Galá | Lump Sum Cash Severance Payment | 3,751,000 | | — | — | — | — | | | COBRA Payments | 95,086 | | — | — | — | — | | | Vesting Acceleration(6) | 10,304,814 | | 10,304,814 | 7,974,813 | 4,738,196 | — | | | Benefit Total | 14,150,900 | | 10,304,814 | 7,974,813 | 4,738,196 | — | | Philip L. Johnson | Lump Sum Cash Severance Payment | 2,046,333 | | — | — | — | — | | | Health Continuation Coverage | 43,901 | | — | — | — | — | | | Vesting Acceleration(6) | 3,924,048 | | 3,924,048 | 2,540,207 | 1,962,026 | — | | | Benefit Total | 6,014,282 | | 3,924,048 | 2,540,207 | 1,962,026 | — | | Patricia Carr | Lump Sum Cash Severance Payment | 1,203,553 | | — | — | — | — | | | COBRA Payments | 2,962 | | — | — | — | — | | | Vesting Acceleration(6) | 1,797,250 | | 1,797,250 | 1,428,123 | 812,297 | — | | | Benefit Total | 3,003,765 | | 1,797,250 | 1,428,123 | 812,297 | — |

  135. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | | 2025 PROXY STATEMENT | 83 |

  136. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | 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) | | Rob Iannone, M.D. M.S.C.E. | Lump Sum Cash Severance Payment | 2,635,000 | | — | — | — | — | | | COBRA Payments | 62,437 | | — | — | — | — | | | Vesting Acceleration(6) | 9,215,430 | | 9,215,430 | 7,203,989 | 4,197,198 | 1,275,218 | | | Benefit Total | 11,912,867 | | 9,215,430 | 7,203,989 | 4,197,198 | 1,275,218 | | Samantha Pearce | Lump Sum Cash Severance Payment | 2,240,000 | | — | — | — | — | | | COBRA Payments | 50,159 | | — | — | — | — | | | Vesting Acceleration(6) | 4,610,979 | | 4,610,979 | 3,288,914 | 2,176,307 | — | | | Benefit Total | 6,901,138 | | 4,610,979 | 3,288,914 | 2,176,307 | — |

  137. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    (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 31, 2024. 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 2022, 2023 and 2024 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 31, 2024. 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 2022, 2023 and 2024 PSUs,” the terms of the 2022, 2023 and 2024 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 2022, 2023 and 2024 PSU full vesting acceleration is included in the table. (3)Represents the value of the 2022, 2023 and 2024 RSU vesting acceleration and pro-rated portion of 2022, 2023 and 2024 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 2022, 2023 and 2024 RSU vesting continuation upon a termination due to disability. The value of the 2022, 2023 and 2024 PSU vesting benefit upon a termination due to disability is not included because no PSUs were earned as of December 31, 2024; with respect to the 2022 PSUs, the performance period ended on December 31, 2024, so the awards were no longer subject to vesting benefits relating to termination due to disability. 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 2022 and 2023 RSU vesting continuation upon retirement. The value of 2024 RSU vesting continuation upon retirement is not included because the vesting continuation benefit in this termination scenario under the 2022, 2023 and 2024 RSUs does not arise until one year from the date of grant. The value of the 2022, 2023 and 2024 PSU vesting benefit upon retirement is not included because no PSUs were earned as of December 31, 2024; with respect to the 2022 PSUs, the performance period ended on December 31, 2024, so the awards were no longer subject to vesting benefits relating to retirement. 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 Dr. Iannone was eligible for Regular Retirement as of December 31, 2024. (6)The value of equity grants vesting acceleration or continuation, as applicable, is based on the closing price of $123.15 per ordinary share on December 31, 2024, minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration.

  138. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | 84 | 2025 PROXY STATEMENT | |

  139. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    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 2024, 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, 2024. •To identify our median employee from our employee population, we calculated the annual target amount of each employee’s 2024 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 2024. For purposes of base salaries, bonuses and commissions, we used an estimate based on the rates in effect on October 1, 2024. The value of equity awards was not included in the calculation of the median of the annual total compensation of our employees for 2024. •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, 2024. Using this approach, we determined our median employee and then calculated the annual total compensation of this employee for 2024 in accordance with the requirements of the Summary Compensation Table. For 2024, the median of the annual total compensation of our employees (other than our CEO) was $281,421 and the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $15,527,464. 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 55 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. 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 our Company performance, refer to the “Executive Compensation—Compensation Discussion and Analysis” section above.

  140. 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 2024, 2023, 2022, 2021 and 2020, as well as our financial performance for each of these FYs 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.

  141. Required Tabular Disclosure of Pay Versus Performance

    | | 2025 PROXY STATEMENT | 85 |

  142. Required Tabular Disclosure of Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in thousands)(4) | Total Revenues ($ in thousands)(5) | | Year | | | | | TSR ($)(3) | Peer Group TSR ($)(3) | | | | 2024 | 15,527,464 | 17,262,015 | 4,695,635 | 5,200,146 | 82.50 | 118.20 | 560,120 | 4,068,950 | | 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 |

  143. Required Tabular Disclosure of Pay Versus Performance

    (1)For each FY, represents amount reported for our 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:

  144. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Bruce C. Cozadd | Renee Gala, Patricia Carr, Robert Iannone, Philip Johnson and Samantha Pearce | | 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 |

  145. 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 FY, 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:

  146. Required Tabular Disclosure of Pay Versus Performance

    | | 2024 | | | Adjustments | PEO ($) | Average Non-PEO NEOs ($) | | Total compensation as reported in the Summary Compensation Table | 15,527,464 | 4,695,635 | | (Deduct): Grant date fair value of awards as reported in the Stock Awards column in the Summary Compensation Table for current FY | (12,799,687) | (3,439,493) | | Add: ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of current fiscal year-end, determined as of applicable fiscal year-end | 14,526,756 | 3,926,373 | | Add: Change in ASC 718 fair value from prior fiscal year-end to current fiscal year-end of awards granted during prior FYs that were outstanding and unvested as of applicable fiscal year-end | 331,883 | 64,690 | | Add: Change in ASC 718 fair value from prior fiscal year-end to vesting date of awards granted during prior fiscal years that vested during current fiscal year | (324,401) | (47,059) | | Total Adjustments | 1,734,551 | 504,511 | | Compensation Actually Paid | 17,262,015 | 5,200,146 |

  147. Required Tabular Disclosure of Pay Versus Performance

    (3)For the relevant fiscal year, represents the cumulative TSR 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.

  148. Required Tabular Disclosure of Pay Versus Performance

    | 86 | 2025 PROXY STATEMENT | |

  149. Required Tabular Disclosure of Pay Versus Performance

    (4)The amounts represent the 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.

  150. 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 TSR 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.

  151. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    | | 2025 PROXY STATEMENT | 87 |

  152. 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.

  153. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    | 88 | 2025 PROXY STATEMENT | |

  154. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    Compensation Consultant Fees Since 2010, Aon has been engaged by our Compensation Committee each year to provide peer company and industry compensation data and provide our Compensation Committee with advice regarding executive officers’ compensation, including base salaries, performance-based bonuses and long-term equity incentives, advice regarding directors’ compensation as well as other matters under our Compensation Committee’s charter. In 2024, the cost of Aon’s consulting services directly related to our Compensation Committee support was approximately $330,000. Management also engaged with Aon for various insurance-related products and services, covering director and officer liability insurance, health and benefits, pension-related services, other insurance brokerage services and risk services to the business. The aggregate Aon revenue from these additional services in 2024 (not related to Aon’s compensation committee consulting services) was approximately $5,600,000. Although our Compensation Committee was aware of the nature of the services performed by Aon affiliates and the non-executive employee compensation survey data provided by Aon, our Compensation Committee did not review and approve such services, surveys and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business. Aon maintains certain policies and practices to protect the independence of the executive compensation consultants engaged by our Compensation Committee. In particular, Aon provides an annual update to our Compensation Committee on the financial relationship between Aon and our Company, and provides written assurances that, within Aon, the Aon consultants who perform executive compensation services for our Compensation Committee have compensation determined separately from Aon’s other lines of business and from the other services it provides to our Company. These safeguards were designed to help ensure that our Compensation Committee’s executive compensation consultants continued to fulfill their role in providing independent, objective advice.

  155. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    | | 2025 PROXY STATEMENT | 89 |