Sector: Health Care
JAZZ PHARMACEUTICALS PLC · Meeting: July 23, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Jazz's 3-year return of +80.8% outperforms the peer median by +37.0 percentage points, well below the 65-point threshold needed to trigger a vote against under the strong-positive TSR rule; no overboarding (zero outside public boards), no attendance issues, and deep company knowledge as co-founder and long-serving former CEO support a FOR vote.
No TSR trigger fires (Jazz outperforms peers by +37.0pp versus the 65pp threshold); she holds one outside public board seat, well within limits; she chairs the Nominating Committee and brings 30+ years of relevant international business experience.
No TSR trigger fires; as a sitting CEO of Theravance Biopharma he holds one outside public board seat at Jazz (plus his own company board), which is within the policy limit of two outside seats for sitting CEOs; his long pharmaceutical industry experience and Lead Independent Director role support a FOR vote.
All three nominees pass the TSR test — Jazz's 3-year return of +80.8% exceeds the peer median by +37.0 percentage points, which is well short of the 65-point threshold that would trigger a vote against under the strong-positive TSR policy band. No nominee is overboarded, no attendance issues are disclosed, and each has relevant qualifications. The board discloses a skills matrix. Vote FOR all three.
CEO
Renee D. Gala
Total Comp
$19,151,558
Prior Support
94%%
Prior-year shareholder support was very strong at approximately 94%, well above the 70% threshold that would require visible changes. The pay program is heavily performance-oriented — annual bonuses are tied to pre-established corporate objectives (2025 payout was 150% of target reflecting record financial performance) and long-term equity is split 50% time-vested restricted stock units and 50% performance stock awards with multi-year metrics plus a TSR modifier versus peers (2023-2025 cycle paid out at 94% of target after the TSR modifier reduced a 97% operating achievement). The company discloses a meaningful clawback policy adopted in November 2023, and shareholders engaged during 2025 expressed general satisfaction with the compensation program.
Auditor
KPMG
Tenure
14 yrs
Audit Fees
$4,256,000
Non-Audit Fees
$1,501,000
Non-audit fees (audit-related fees of $75k + tax fees of $1,352k + all other fees of $74k = $1,501k) represent approximately 35% of core audit fees ($4,256k), which is well below the 50% threshold that would raise independence concerns; KPMG has served since 2012 (approximately 14 years), which is below the 25-year tenure trigger; KPMG is a Big 4 firm appropriate for a company of Jazz's size and complexity; no material restatements are disclosed.
The 2026 Jazz Pharmaceuticals annual meeting ballot is straightforward — all three director nominees pass the TSR screen (Jazz has outperformed both the XBI benchmark and its compensation peer group median over three years), KPMG's non-audit fee ratio is well within limits and tenure is far below the concern threshold, and the say-on-pay program earned 94% support last year with a well-structured performance-based design. The remaining proposals are routine Irish corporate law housekeeping items requiring board authority to issue shares.
13 companies disclosed in 2026 proxy filing
