Dear Shareholder:

The 2023 annual general meeting of shareholders (the “annual meeting”) of Jazz Pharmaceuticals plc, a public limited company formed under the laws of Ireland (the “company”), will be held on Thursday, August 3, 2023, at 9:45 a.m. local time at our corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland, for the following purposes:

1.   To elect by separate resolutions each of the four nominees for director named in the accompanying proxy statement (the “proxy statement”) to hold office until the 2026 annual meeting of shareholders (Proposal 1).

2.   To ratify, on a non-binding advisory basis, the appointment of KPMG as the independent auditors of the company for the fiscal year ending December 31, 2023 and to authorize, in a binding vote, the board of directors, acting through the audit committee, to determine the independent auditors’ remuneration (Proposal 2).

3.   To approve, on a non-binding advisory basis, the compensation of the company’s named executive officers, or NEOs, as disclosed in the accompanying proxy statement (Proposal 3).

4.   To grant the board of directors authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply (Proposal 4).

5.   To approve any motion to adjourn the annual meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve Proposal 4 (Proposal 5).

To conduct any other business properly brought before the annual meeting.

Proposals 1, 2, 3 and 5 are ordinary resolutions, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) at the annual meeting. Proposal 4 is a special resolution, requiring the approval of not less than 75% of the votes cast (in person or by proxy) at the annual meeting.

In addition to the above proposals, the annual meeting will also receive and consider the company’s Irish statutory financial statements for the fiscal year ended December 31, 2022 and the reports of the directors and auditors thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by the shareholders, and no such approval will be sought at the annual meeting. Under the company’s Memorandum and Articles of Association (our “articles”), and the Irish Companies Act 2014 (the “2014 Act”), Proposals 1 and 2 are deemed to be ordinary business, and Proposals 3, 4 and 5 are deemed to be special business.

The record date for the annual meeting is June 7, 2023. Only shareholders of record at the close of business on that date may vote at the annual meeting or any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and our proxy materials, which include this proxy statement, our annual letter to shareholders and our 2022 Annual Report on Form 10-K, are first being mailed to shareholders on or about June     , 2023.

A shareholder entitled to attend and vote at the annual meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him or her at the annual meeting, using the proxy card provided (or the form of proxy contained in section 184 of the 2014 Act) or using an electronic proxy card by telephone or via the internet in the manner described in this proxy statement. A proxy need not be a shareholder of record.

Whether or not you expect to attend the meeting, please vote as soon as possible. You may vote your shares:

Via the Internet www.proxyvote.com

By Mail

Complete, sign and return proxy card

In Person

Attend Annual Meeting

If you received a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card by mailing your proxy card or voting instruction card in the envelope provided. Proxy cards must be received by August 2, 2023. Electronic proxy cards submitted via the internet or by telephone must be received by 11:59 p.m., U.S. Eastern Time, on August 2, 2023. It may not be possible to count proxy cards received after the relevant time towards voting. Proxy cards received will be forwarded to the company’s registered office electronically before commencement of the annual meeting to comply with Irish law. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if the record holder of your ordinary shares is a broker, bank or other agent, and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Time and Date:

9:45 a.m., local time on

Thursday, August 3, 2023

Place:

Our Corporate Headquarters

Fifth Floor, Waterloo Exchange

Waterloo Road Dublin 4, Ireland

Strong commercial execution to drive diversified revenue growth and address unmet medical needs of our patients across our product portfolio, which focuses on neuroscience and oncology medicines;

Expanding and advancing our pipeline to achieve a valuable product portfolio of durable, highly differentiated programs;

Continuing to build a flexible, efficient and productive development engine for targeted therapeutic areas to identify and progress early-, mid- and late-stage assets;

Identifying and acquiring novel product candidates and approved therapies to complement our existing pipeline and commercial portfolio;

Investing in an efficient, scalable operating model and differentiated capabilities to enable growth; and

Unlocking further value through indication expansion and entry into global markets.

Xywav^® (calcium, magnesium, potassium, and sodium oxybates) oral solution, a product approved by the U.S. Food and Drug Administration, or FDA, in July 2020 and launched in the U.S. in November 2020 for the treatment of cataplexy or excessive daytime sleepiness, or EDS, in patients with narcolepsy seven years of age and older, and also approved by FDA in August 2021 for the treatment of idiopathic hypersomnia, or IH, in adults and launched in the U.S. in November 2021. Xywav contains 92% less sodium than Xyrem^®;

Xyrem (sodium oxybate) oral solution, a product approved by FDA and distributed in the U.S. for the treatment of cataplexy or EDS in patients with narcolepsy seven years of age and older; Jazz also markets Xyrem in Canada for the treatment of cataplexy in patients with narcolepsy. Xyrem is also approved and distributed in the European Union, or EU (EU market authorizations include Northern Ireland), Great Britain and other markets through a licensing agreement; and

Epidiolex^® (cannabidiol) oral solution, a product approved by FDA and launched in the U.S. in 2018 by GW Pharmaceuticals plc, or GW, and currently indicated for the treatment of seizures associated with Lennox-Gastaut syndrome, or LGS, Dravet syndrome, or DS, or tuberous sclerosis complex, or TSC, in patients one year of age or older; in the EU and Great Britain (where it is marketed as Epidyolex^®) and other markets listed in the table below, it is approved for adjunctive treatment of seizures associated with LGS or DS, in conjunction with clobazam (EU and Great Britain only), in patients 2 years of age and older and for adjunctive treatment of seizures associated with TSC in patients 2 years of age and older (select markets).

Rylaze^® (asparaginase erwinia chrysanthemi (recombinant)-rywn), a product approved by FDA in June 2021 and launched in the U.S. in July 2021 for use as a component of a multi-agent chemotherapeutic regimen for the treatment of acute lymphoblastic leukemia, or ALL, or lymphoblastic lymphoma, or LBL, in adults and pediatric patients aged one month or older who have developed hypersensitivity to E. coli-derived asparaginase;

Zepzelca^® (lurbinectedin), a product approved by FDA in June 2020 under FDA’s accelerated approval pathway and launched in the U.S. in July 2020 for the treatment of adult patients with metastatic small cell lung cancer, or SCLC, with disease progression on or after platinum-based chemotherapy; in Canada,

Zepzelca received conditional approval in September 2021 for the treatment of adults with Stage III or metastatic SCLC, who have progressed on or after platinum-containing therapy;

Defitelio^® (defibrotide sodium), a product approved in the U.S. and Brazil for the treatment of hepatic veno-occlusive disease, or VOD, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Japan for the treatment of hepatic sinusoidal obstruction syndrome (hepatic VOD). It is currently approved in the EU, Great Britain and other markets listed in the table below for the treatment of severe hepatic VOD, also known as sinusoidal obstructive syndrome, or SOS, in HSCT therapy. It is indicated in adults and pediatric patients over 1 month of age; and

Vyxeos^® (daunorubicin and cytarabine) liposome for injection, a product approved in the U.S., Canada, EU, Great Britain and other markets listed in the table below (marketed as Vyxeos^® liposomal in the EU, Great Britain and other markets) for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or t-AML, or AML with myelodysplasia-related changes, or AML-MRC. An expanded indication was granted in the U.S. for the treatment of newly diagnosed t-AML or AML-MRC in pediatric patients aged 1 year and older.

Name

2023 Director Nominees

Bruce C. Cozadd

Heather Ann McSharry

Anne O’Riordan

Rick E Winningham

Continuing Directors

Jennifer E. Cook

Patrick G. Enright

Peter Gray

Seamus Mulligan

Kenneth W. O’Keefe

Norbert G. Riedel, Ph.D.

Mark D. Smith, M.D.

Catherine A. Sohn, Pharm.D.

Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

Board Diversity Matrix (as of June 1, 2023)

Total Number of Directors

Part 1: Gender Identity

Directors

Part II: Demographic Background

African American or Black

White

LGBTQ+

Topic

ESG

•    In 2022, we obtained feedback from various external stakeholders to help us identify and prioritize the most impactful ESG matters for our business and our stakeholders. We plan to discuss the results of our materiality assessment in our next ESG Report for the year 2022.

•    In 2022, we issued our inaugural ESG Report for the year 2021 setting out the pillars of our ESG strategy, Patients, People, Community and Planet and recognizing the critical importance of these ESG pillars in achieving our near and long-term business objectives including Vision 2025.

•    Outlined in the committee charter, the nominating and corporate governance committee has oversight responsibilities for ESG strategy and practices. Our Executive Vice President and Chief Legal Officer has executive oversight for ESG strategic planning, risk management and reporting.

Board Skills

Director Commitments

Board Refreshment

Topic

Compensation

While shareholders provided positive feedback regarding our pay-for-performance alignment, we heard a strong preference that our long-term incentive program include performance-based equity awards. Shareholders raised concerns that our burn rate is higher than some of our peers. Shareholders disfavored the “evergreen provision” in our 2011 Equity Incentive Plan.

Shareholders also expressed their desire for our annual performance bonus plan to have an explicit cap on payouts to avoid the potential of excessive payouts not tied to performance and to mitigate certain risks inherent in incentive plans.

In response to shareholder feedback:

•    We incorporated performance stock units (PSUs) into our program in 2021 and we continue to grant PSUs representing approximately 50% of each executive officer’s target equity compensation;

•    Since 2021, stock options have been eliminated from our long-term incentive program, and 100% of the awards granted thereunder have been in the form of PSUs and restricted stock units (RSUs) which reduce our burn rate and result in less dilution than stock options;

•    The evergreen provision in the 2011 Equity Incentive Plan expired in January 2022 and we will not adopt a new one in the future;

•    We adopted and continue to maintain an explicit cap on payouts under annual performance bonus awards at 300% of an individual’s target award;

•    We selected performance goals for our executive compensation program that focus specifically on (i) growing and diversifying our commercial portfolio and (ii) enhancing the value of our pipeline to create a meaningful incentive and reward for successfully driving transformation and delivery of long-term sustainable value to shareholders and life-changing medicines to patients;

•    We structured our PSUs so that payout is based on financial and operational goal performance, which is then adjusted, based on the rate of return of our stock price relative to peers, or a relative total shareholder return modifier (TSR). The compensation committee believes that having a TSR modifier helps balance the importance of providing executives clearer line of sight to payout opportunities using financial and operational measures with the need to ensure that those payouts are aligned with shareholders’ experience during the performance period;

•    We further refined our 2022 PSUs so that objectives are measured over a three-year performance period;

•    We also have a policy for recoupment of incentive compensation, or a clawback policy, which is designed to mitigate risks generally associated with incentive compensation and allows us to recover amounts of incentive compensation under certain circumstances if we are required to restate our financial results due to material noncompliance with any financial requirement and the misconduct of an executive officer covered by the policy contributed to such noncompliance.

The ESG topics determined to be most impactful for purposes of the materiality assessment mentioned above, with reference to the Global Reporting Initiative (GRI) Standards and the Sustainability Accounting Standards Board (SASB) Agricultural Products and Biotechnology & Pharmaceuticals Reporting Standards, are not necessarily material for U.S. federal securities law reporting or other purposes.

Patient safety is among our top concerns. We have implemented systems and processes designed to help us meet our legal and regulatory obligations related to product safety including to track and report adverse events/experiences, and product complaints. We continue to enhance our activities to meet the expectations of patients and other stakeholders

For over two decades our commitment to public health and patient safety has included implementing a restricted distribution system for our oxybate products, which since 2007 has been known as a Risk Evaluation and Mitigation Strategy (REMS) in the U.S. We engage and work closely with stakeholders including regulatory authorities and physicians, with the goal of meeting the expectations of the evolving environment.

Quality in our products and services is essential. We maintain quality and regulatory compliance systems that are designed to help us meet both internal and external standards. Each of us is responsible for the quality of our work and for implementing the appropriate quality standards.

Continually working to expand patient access to medicines, including through our patient assistance programs, product donations to global aid organizations and monetary contributions to independent charities. We have been able to provide greater support and access to our medicines in markets around the world.

We strive to help patients get access to the medications they need. Our JazzCares™ patient assistance programs offer Xywav, Xyrem, Epidiolex, Rylaze, Zepzelca, Defitelio and Vyxeos to eligible patients who otherwise cannot afford the medications. Our JazzCares programs are designed to give patients the support and assistance they need throughout their treatment journey.

Enhancing our internal capabilities within the organization related to patient engagement and advocacy. We created a new advocacy role for R&D that was filled with a candidate with nearly 20 years of global experience in the biopharmaceutical industry building advocacy and engagement functions. We have focused strategies on incorporating patient and caregiver perspectives on needs into our review of trial protocols and target product profiles.

Building significant awareness programs to educate and inform patient communities on important information relevant to treatment of conditions. This includes collaboration with various patient groups including the American Heart Association and sleep patient groups to educate and inform on the relationship between sleep disorders and cardiovascular comorbidities.

In partnership with the Child Neurology Foundation, Jazz is supporting the establishment of a program in several Epilepsy Centers of Excellence to enhance genetic testing and reduce the time to diagnosis for rare epilepsies. In addition, we partner with several organizations to develop and deliver disease and CBD education.

In partnership with Stand Up to Cancer (SU2C), we have development initiatives to raise awareness of the need for earlier diagnosis and screening of small cell lung cancer in communities of color. Utilizing digital ethnography research we are seeking to understand the path to treatment for Black and Hispanic patients and caregivers with SCLC and leveraging the insights to increase awareness of, and screenings for, SCLC among this population.

We conduct recurring employee pulse surveys to gather employee feedback on what they value about the workplace experience. We consistently achieve participation rates above 75% and over 80% of

employees would recommend Jazz as a good place to work based on our most recently completely pulse survey in February 2023. Survey results provide valuable insights into where to focus, prioritize, and create a greater sense of belonging while informing initiatives aligned with our corporate objectives.

We continue to develop our flexible working model “Jazz Remix” which aims to provide eligible employees work location flexibility (including remote work capabilities). This dynamic and agile approach to working arrangements is designed to further our ability to connect globally, collaborate, innovate and perform.

We believe that fostering an employee community that fosters diversity and inclusion leads to innovation. Our employee resource teams, Jazz ConcERTos, are self-led teams of employee volunteers with diverse backgrounds that deliver global events to educate the organization on important issues, celebrate important dates on our cultural calendar, and act as employee listening hubs sharing feedback with decision makers on inclusive work practices. In addition, we have five active affinity forums at Jazz which provide a space for employees from various traditionally underrepresented groups and their allies to build community. The five forums include, ¡HOLA Jazz! (Hispanic Organization for Leadership Advancement), JazzSoul, JAWS (Jazz Associate of Women Supporters), Jazz Pride, and Pan-Asian. As of the end of the first quarter of 2023, 27% of our global workforce were active in employee resource teams.

We have established goals related to increasing the diversity of the representation of women and people of color in our workforce, particularly at the leadership level (i.e., employees at executive director and above). In this regard, we have made some meaningful progress, as demonstrated by the following, as of February 17, 2023:

55% of our executive committee is diverse in terms of gender, ethnicity and sexual orientation.

Females represent 54% of our global workforce and 46% at the global leadership level (employees at executive director and above).

People of color represent 33% of our U.S. workforce and 19% at the U.S. leadership level.

Our Global Talent Acquisition Sourcing Strategy seeks to attract, select, and secure diverse talent for our organization through building connections, attending diversity events, providing training workshops, posting to diverse job boards and partnering with local community channels.

Jazz encourages employees to complete development plans with their managers that outline growth interests and focus areas. Plans include customized, continuous learning opportunities that align with their career ambitions. Development and succession plans are regularly reviewed to successfully maintain business operations. We continue to evolve performance management, striving for a more meaningful and inclusive experience for all employees.

We invest in our talent pipeline by providing leadership development experiences (including and not limited to training) appropriate to management level and professional experience for many levels. In 2022, over 600 functional and people leaders participated in three quarterly targeted leadership development activities supporting transformation and integration. We continue to develop our top leadership, or Global Leadership Team (top 70 leaders), to build leadership excellence, strengthen relationships and encourage cross functional collaboration in pursuit of our enterprise strategic goals.

We provide our employees with what we believe to be market competitive and locally relevant compensation and benefits that support our overarching strategy to attract, retain and reward highly talented employees in an extremely competitive and dynamic industry.

Jazz offers full company participation in our long-term incentive plan providing employees with an ownership stake.

Our manufacturing operations have Health and Safety Systems that are designed to fully comply with the requirements of the European Union Framework Directive for Health and Safety and that are designed to meet the requirements of section 6.4.6 of ISO 26000 (Labour Practices – Health and Safety at Work).

Jazz provided financial donations to Direct Relief in support of Hurricane disasters in Florida and Puerto Rico in addition to earthquake relief in Turkey and Syria.

Jazz encourages global volunteer day which provides employees time off with full pay to give back to their communities. In recognition of International Volunteers’ Day, several of our UK colleagues spent a day working with FareShare, the UK’s national network of charitable food redistributors. German colleagues used volunteer day to support facilities for patients with Down syndrome and helped to remove old furniture from local nurseries.

In Italy, Jazz partnered with the Rise Against Hunger association to develop a charity initiative to benefit families and children in Zimbabwe, and organized a day dedicated to packing and assembling thousands of food rations for Schooling Programs in developing countries.

Our actions to support health equity include a commitment to improving the diversity within STEM fields and among healthcare professionals. Jazz also developed a novel program in partnership with Momentum and Value for People of Color whereby members of our R&D organization mentored students interested in the healthcare field and hosted a group of summer interns.

Jazz is actively involved in fostering diversity within the legal profession through our participation in various groups including the Leadership Council of Legal Diversity. Since 2020, the company has hosted multiple diverse interns within the legal department. Attorneys within the legal department provide pro-bono legal services through a variety of programs including providing assistance to seniors in preparation of life planning documents and assisting individuals in the renewal of their Deferred Action for Childhood Arrivals (DACA) applications.

In 2022, we published our first set of environmental performance data reflecting calendar year 2021 including energy consumption and information on energy management and water management.

Jazz maintains an environmental management system (EMS) and policies across our manufacturing and development operations to comply with applicable laws, directives, and regulations on environmental protection and sustainability. In addition to the harmonized EMS, Jazz continues to identify opportunities to reduce our environmental footprint in relation to greenhouse gas emissions, energy consumption, water use, and waste generation and disposal.

The manufacturing and development site Villa Guardia, Italy maintains ISO 14001:2015 and EU Eco-Management and Audit Scheme certification which sets the standard for an EMS and supports Jazz in its efforts to improve our environmental performance through more efficient use of resources and reduction of waste.

Both our Athlone, Ireland and Villa Guardia, Italy manufacturing and development sites purchase and consume renewable electricity.

Our Athlone, Ireland, Kent Science Park, U.K., and Villa Guardia, Italy manufacturing sites have implemented energy efficiency and conservation measures including LED light conversions, energy efficient chiller replacements, as well as installations electric vehicle charging stations.

The board of directors recommends a vote “FOR” each of the named nominees.

Vote required to elect each nominee to hold office until the 2026 annual meeting of shareholders: Affirmative vote of a majority of the votes cast on his or her election.

For more information, see Proposal 1 starting on page 17.

We are asking our shareholders to vote, by separate resolutions, on the election of each of Bruce C. Cozadd, Heather Ann McSharry, Anne O’Riordan and Rick E Winningham to hold office until the 2026 annual meeting of shareholders. Detailed information about each nominee’s background and experience can be found beginning on page 17.

Each of the nominees for director was nominated for election by the board of directors upon the recommendation of our nominating and corporate governance committee. Our board of directors believes that each nominee has the specific experience, qualifications, attributes and skills to serve as a member of the board of directors and has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. See “Corporate Governance and Board Matters—Director Commitments” beginning on page 30 for more information.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal.

For more information, see Proposal 2 starting on page 96.

Under Irish law, KPMG will be deemed to be reappointed as our independent auditors for the financial year ending December 31, 2023, without needing a shareholder vote at the annual meeting. However, our shareholders are being asked to ratify KPMG’s appointment on a non-binding advisory basis because we value our shareholders’ views on the company’s independent auditors. The board of directors and the audit committee intend to consider the results of this vote in making determinations in the future regarding the appointment of the company’s independent auditors.

Our shareholders are also being asked to authorize the board of directors, acting through the audit committee, to determine KPMG’s remuneration. This authorization is required by Irish law.

Less than 1% of the total fees that KPMG billed us for services last year were for services other than audit, audit-related and tax compliance services.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal.

For more information, see Proposal 3 starting on page 98.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of 75% of the votes cast on the proposal.

For more information, see Proposal 4 starting on page 100.

We are asking our shareholders to renew the authority granted to the board of directors at the 2022 annual meeting of shareholders, or 2022 AGM , to opt out of the pre-emption rights provision in the event of an issuance of shares for cash up to the amount of 20% of our issued ordinary share capital in the aggregate, for a period expiring on the date being 18 months from the passing of the resolution set forth in Proposal 4, unless otherwise varied, renewed or revoked.

In general, unless otherwise authorized by shareholders, before an Irish public limited company can issue shares for cash (including rights to subscribe for, convert into or otherwise acquire any shares) to any new shareholders, it must first offer the shares or rights to existing shareholders of the company pro-rata to their existing shareholdings. Under Irish law, the authority to opt-out of this pre-emption right, which we call the pre-emption opt-out authority, can be granted by shareholders for a maximum period of five years, at which point it lapses unless renewed by shareholders.

Granting our board of directors the pre-emption opt-out authority on the terms set forth in Proposal 4 is vital to the way we intend to advance our business. In this regard, our strategy for sustainable growth is rooted in executing commercial launches and ongoing

commercialization initiatives; advancing robust research and development programs and delivering impactful clinical results; effectively deploying capital to strengthen the prospects of achieving our short- and long-term goals through strategic corporate development; and delivering strong financial performance. In January 2022, we announced our Vision 2025, which aims to deliver sustainable growth and enhanced value, driving our continued transformation to an innovative, high-growth global pharmaceutical leader. The three core components of our Vision 2025 focus on commercial execution, pipeline productivity and operational excellence. In this regard, strategic capital allocation will continue to be an important driver of our growth, including investing in our current pipeline and facilitating our ability to continue corporate development.

Our strategy for growth depends in part on our ability to quickly take advantage of strategic opportunities, including potential acquisitions and other capital-intensive transactions that we believe would increase shareholder value. Many of these opportunities are highly competitive, with multiple parties often offering comparable or even the same economics. If Proposal 4 is not approved, in each case where we propose to issue shares for cash consideration after January 28, 2024 and/or beyond the limits of our current pre-emption opt-out authority, we would first have to offer those shares on the same or more favorable terms to our existing shareholders pro-rata following a specific Irish statutory procedure and timeline in the absence of a new shareholder approval to dis-apply the pre-emption rights provision to the issuance of those shares. This could put us at a distinct disadvantage vis-à-vis many of our peers in competing for acquisitions and similar transactions (particularly since many of the companies with which we compete strategically are listed and incorporated in the U.S. and are not subject to similar pre-emption right restrictions), and might make it difficult for us to complete such transactions in a timely manner or at all, thus potentially limiting our ability to further our strategy for growth by deploying capital to meet strategic goals that are in the best interests of our shareholders. And importantly, Jazz remains, like all U.S.-incorporated companies listed on Nasdaq, subject to compliance with Nasdaq listing rules, including the Nasdaq shareholder approval requirements related to equity issuances.

We expect to next propose renewal of the Board’s pre-emption opt-out authority at our 2024 AGM.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal.

For more information, see Proposal 5 starting on page 102.

We are asking our shareholders to vote on a proposal to approve any motion to adjourn the annual meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve Proposal 4.

Under Irish law, Proposal 4 is a special resolution, which requires no less than 75% of the votes of shareholders cast (in person or by proxy) at a general meeting to be voted “FOR” the proposal in order to be passed. Given the high vote threshold associated with Proposal 4, we are seeking your authority to adjourn the meeting to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve Proposal 4.

Director

Public
Company
Board
Experience

C-Suite /
Management
Experience

Industry
Expertise

Financial
Experience

Merger and
Acquisition /
Corporate
Development

Commercial
Experience

Scientific
Research
and Drug
Development
Experience

International
Perspective

Public
Policy and
Regulation

Human
Capital

Jennifer E. Cook

Bruce C. Cozadd

Patrick G. Enright

Peter Gray

Heather Ann McSharry

Seamus Mulligan

Kenneth W. O’Keefe

Anne O’Riordan

Norbert G. Riedel, Ph.D.

Mark D. Smith, M.D.

Catherine A. Sohn, Pharm. D.

Rick E Winningham

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger & Acquisition/

Corporate Development

Commercial Experience

Scientific Research and

Drug Development Experience

International Perspective

Public Policy and Regulation

Human Capital

DIRECTOR SINCE: 2003*

BOARD COMMITTEES:

None

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Commercial Experience

International Perspective

Public Policy and Regulation

Human Capital

OTHER CURRENT PUBLIC BOARDS:

ACELYRIN, INC.

SPECIFIC EXPERTISE:

Mr. Cozadd’s extensive leadership experience having served as co-founder and our Chief Executive Officer for over 10 years and having served previously as Chairperson and Chief Executive Officer of Jazz Pharmaceuticals, Inc, for 3 years, brings to our board of directors a deep and comprehensive knowledge of our business, as well as shareholder-focused insight into effectively executing the company’s strategy and business plans to maximize shareholder value.

BACKGROUND:

Bruce C. Cozadd has served as our Chairperson and Chief Executive Officer since the closing of the Azur Merger in January 2012, and from October 2019 through March 2020, he served as our interim principal financial officer. Mr. Cozadd co-founded Jazz Pharmaceuticals, Inc. and has served as Chairperson and Chief Executive Officer of Jazz Pharmaceuticals, Inc. since April 2009. From 2003 until 2009, he served as Jazz Pharmaceuticals, Inc.’s Executive Chairperson and as a member of its board of directors. From 1991 until 2001, he held various positions with ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson, including as Executive Vice President and Chief Operating Officer, with responsibility for research and development, manufacturing and sales and marketing. Previously at ALZA Corporation, he held the roles of Chief Financial Officer and Vice President, Corporate Planning and Analysis. Since February 2022, Mr. Cozadd has served on the board of ACELYRIN, INC., a late-stage clinical biopharma company which became public in May 2023, and has served as Chairperson of ACELYRIN’s board since February 2023. Mr. Cozadd also serves on the board of Biotechnology Innovation Organization, a biotechnology trade association, where he serves on its Health Section Governing Board. He also serves on the boards of two non-profit organizations, The Nueva School and SFJAZZ. He received a B.S. from Yale University and an M.B.A. from the Stanford Graduate School of Business.

Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

DIRECTOR SINCE: 2013

INDEPENDENT

NOMINATING & CORPORATE GOVERNANCE COMMITTEE

(Chair)

AUDIT COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Commercial Experience

International Perspective

Public Policy and Regulation

Human Capital

OTHER CURRENT PUBLIC BOARDS:

International Airlines Group, S.A

SPECIFIC EXPERTISE:

Ms. McSharry brings to our board of directors over 30 years of experience in multiple international industries, including healthcare, consumer goods and financial services, as well as expertise in crisis management, risk oversight and financial services relevant to our business.

BACKGROUND:

Heather Ann McSharry has served as a member of our board of directors since May 2013 and was appointed as chair of our nominating and corporate governance committee in August 2017. Ms. McSharry has served as a non-executive director on the board of directors of International Airlines Group, S.A since 2020 and as Senior Independent Director of International 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 leading 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 Bachelor of Commerce and a Master of Business Studies degree from University College Dublin.

DIRECTOR SINCE: 2019

INDEPENDENT

NOMINATING & CORPORATE GOVERNANCE COMMITTEE

(Member)

AUDIT COMMITTEE

(Member)

KEY SKILLS:

C-Suite/Management Experience

Industry Expertise

Financial Experience

International Perspective

Human Capital

OTHER CURRENT PUBLIC BOARDS:

None

SPECIFIC EXPERTISE:

Ms. O’Riordan brings to our board of directors 30 years of knowledge and leadership experience advising life sciences and healthcare companies across the globe, with a uniquely diverse perspective attributable to her geographic residency in Asia. Ms. O’Riordan is a leader in digital and innovation strategy. Ms. O’Riordan’s background in advising life sciences companies with respect to significant global markets provides an important contribution to our board of director’s mix of backgrounds, experiences and skills.

BACKGROUND:

Anne O’Riordan has served as a member of our board of directors since February 2019. Since June 2019, Ms. O’Riordan has served as a Group Director of Digital at Jardine Matheson Limited, a multinational conglomerate, headquartered in Hong Kong, focused on multiple industry segments throughout North and South East Asia. Ms. O’Riordan is a member of the board of directors of Jardine Matheson Limited (JML). From 1990 to March 2019, Ms. O’Riordan worked with Accenture (formerly Andersen Consulting) in their Life Sciences practice, where she held various leadership positions in North America (1992-1998), Europe (1998-2007) and Asia Pacific (2007-2014). From 2014-2019, she served as the Global Industry Senior Managing Director for Life Sciences responsible for the growth and management of the business across all geographies. In addition, Ms. O’Riordan currently serves on the board of governors of the American Chamber of Commerce in Hong Kong where she serves as the board liaison for the Healthcare Committee and is on the board of the International Women’s Forum Hong Kong where she serves as the Treasurer. She is also a long-standing member of the Women’s Foundation and the 30% Club. Ms. O’Riordan received 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.

DIRECTOR SINCE: 2010*

INDEPENDENT

NOMINATING & CORPORATE GOVERNANCE COMMITTEE

(Member)

SCIENCE & MEDICINE COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Commercial Experience

Scientific Research and Drug Development Experience

International Perspective

Public Policy and Regulation

Human Capital

OTHER CURRENT PUBLIC BOARDS:

Theravance Biopharma, Inc.

SPECIFIC EXPERTISE:

Mr. Winningham’s experience in senior management positions in the pharmaceutical industry provides significant industry knowledge and operational and management expertise to our board of directors, along with a deep knowledge of global marketing, commercialization and market access.

BACKGROUND:

Rick E Winningham has served as a member of our board of directors since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2010 until the closing of the Azur Merger. In May 2014, Mr. Winningham was appointed as Lead Independent Director of our board of directors. Mr. Winningham has served as Chairperson of the board of directors of Theravance Biopharma, Inc., a biopharmaceutical company, since July 2013. He has served as Chief Executive Officer of Theravance Biopharma, Inc. since its spin-off from Theravance, Inc. (now Innoviva, Inc.) in June 2014. From October 2001 to August 2014, Mr. Winningham served as Chief Executive Officer of Theravance, Inc., where he also served as Chairperson of the board of directors from April 2010 to October 2014. From 1997 to 2001, he served as President of Bristol-Myers Squibb Oncology/Immunology/Oncology Therapeutics Network and, from 2000 to 2001, as President of Global Marketing. Mr. Winningham is a member of Biotechnology Industry Organization’s board of directors and serves on the Health Section Governing Board Standing Committee on Reimbursement. He previously served as a member of the board of directors of Retrotope, Inc., a private biotechnology company focused on cell degeneration, from February 2021 to January 2022 and OncoMed Pharmaceuticals, Inc. from June 2015 until the company’s merger with Mereo BioPharma Group plc in April 2019. He also served as a member of the board of directors of the California Healthcare Institute, or CHI, from November 2011 to March 2015 and served as its Chairperson from January 2014 until CHI merged with Bay Area Bioscience Association to become the California Life Sciences Association, or CLSA, in March 2015. Mr. Winningham is on the board of directors of CLSA, 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.

Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

DIRECTOR SINCE: 2013

INDEPENDENT

AUDIT COMMITTEE

(Chair)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Scientific Research and Drug Development Experience

International Perspective

Human Capital

OTHER CURRENT PUBLIC BOARDS:

None

SPECIFIC EXPERTISE:

Mr. Gray brings to our board of directors and audit committee over 30 years of experience in financial and operational management within the pharmaceutical industry, with extensive experience in the development of pharmaceutical products and operational execution.

BACKGROUND:

Peter Gray has served as a member of our board of directors since May 2013 and was appointed as chair of our audit committee in April 2014. He is Chairperson of a privately-held company providing outsourced technology services to the biopharma industry, a director of a privately-held large molecule development company, and chairs a non-profit educational establishment. He served as Chairperson of the board of directors of UDG Healthcare plc, an international provider of healthcare services, from February 2012 to September 2020. In September 2011, Mr. Gray retired from his position as Chief Executive Officer of ICON plc, a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries, which he held since November 2002. At ICON plc, Mr. Gray previously served as Group Chief Operating Officer from June 2001 to November 2002 and Chief Financial Officer from June 1997 to June 2001. From November 1983 to November 1989, Mr. Gray served as senior financial officer at Elan Corporation plc, a pharmaceutical company. Mr. Gray holds a degree in law from Trinity College Dublin and qualified as a chartered accountant in 1981.

DIRECTOR SINCE: 2004*

INDEPENDENT

AUDIT COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Public Policy and Regulation

OTHER CURRENT PUBLIC BOARDS:

None

SPECIFIC EXPERTISE:

As Founder and Advisor to BPOC, LLC, Mr. O’Keefe brings to our board of directors significant expertise in accounting and financial matters and in analyzing and evaluating financial statements, as well as substantial experience managing high growth investments. As the former chairperson and current member of our audit committee, Mr. O’Keefe brings to our board of directors detailed knowledge of our financial position and finance strategy.

BACKGROUND:

Kenneth W. O’Keefe has served as a member of our board of directors 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. He received a B.A. from Northwestern University and an M.B.A. from the University of Chicago.

Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

DIRECTOR SINCE: 2020

INDEPENDENT

NOMINATING & CORPORATE GOVERNANCE COMMITTEE

(Member)

SCIENCE AND MEDICINE COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Scientific Research and Drug Development Experience

Public Policy and Regulation

Human Capital

OTHER CURRENT PUBLIC BOARDS:

Phreesia, Inc.

Teladoc Health, Inc

SPECIFIC EXPERTISE:

Dr. Smith brings to our board of directors 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. Additionally, Dr. Smith allocates part of his time for nonprofit organizations and a health policy foundation.

BACKGROUND:

Mark D. Smith, M.D. has served as a member of our board of directors since December 2020. Dr. Smith is a practicing physician and professor of clinical medicine at the University of California at San Francisco, where he has served since 1994. He also serves as a non-executive director on the boards of directors of two other publicly-held companies, Teladoc Health, Inc., a telemedicine and virtual healthcare company, and Phreesia, Inc., a healthcare software company. Dr. Smith also serves on the board of directors of the Commonwealth Fund, a private health policy foundation. From 1996 to 2013, Dr. Smith was the founding President and Chief Executive Officer of the California HealthCare Foundation, an independent nonprofit philanthropy organization. From 1991 to 1996, he served as Executive Vice President at the Henry J. Kaiser Family Foundation. Dr. Smith received 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.

DIRECTOR SINCE: 2012

INDEPENDENT

COMPENSATION COMMITTEE

(Member)

SCIENCE & MEDICINE COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Commercial Experience

Scientific Research and Drug Development Experience

International Perspective

Public Policy and Regulation

Human Capital

OTHER CURRENT PUBLIC BOARDS:

Axcella Health Inc.

Altimmune, Inc.

SPECIFIC EXPERTISE:

Dr. Sohn brings to our board of directors three decades of product development, strategy, commercial launch and business development transaction experience in the pharmaceutical industry and a global perspective that is directly relevant to our company.

BACKGROUND:

Catherine A. Sohn, Pharm.D. has served as a member of our board of directors since July 2012. Dr. Sohn also serves as a non-executive director on the boards of directors of two other public biotechnology companies: Axcella Health Inc and Altimmune, Inc. Dr. Sohn previously served as an independent director on the board of directors of the publicly traded life sciences company: Rubius Therapeutics, Inc. from January 2018 to February 2023, and Lifecore Biomedical (previously known as Landec Corporation) from November 2012 to November 2022. She also serves as Chairperson of the board of BioEclipse Therapeutics, Inc., a privately-held clinical-stage biopharmaceutical company. Dr. Sohn currently holds the position of Adjunct Professor at the University of California, San Francisco. From 1998 to 2010, she was Senior Vice President, Worldwide Business Development and Strategic Alliances at GlaxoSmithKline Consumer Healthcare responsible for leading numerous US, regional and global partnering deals, and acquisitions. From 1994 to 1998, she was Vice President, Worldwide Strategic Product Development at SmithKline Beecham Pharmaceuticals plc in the pharmaceutical division. From 1982 to 1994, she held a series of positions in Medical Affairs, Pharmaceutical Business Development and U.S. Product Marketing, including leading the creation of and commercial launch of the US Vaccine business and subsequently the commercialization of the company’s neuroscience product. Dr. Sohn was named the Distinguished Alum of the Year by the University of California, San Francisco (2000), was recognized as The Woman of the Year by the Healthcare Businesswomen’s Association (2003), received the Frank Barnes Mentoring Award from the Licensing Executive Society (2009) and was recognized as one of the PharmaVoice100 (2016). Dr. Sohn received a Pharm.D. from UCSF, a Corporate Directors Certificate from Harvard Business School, a Certificate of Professional Development from Wharton, a Certificate from Berkeley Law for ESG: Navigating the Board’s Role and is a Certified Licensing Professional Emeritus.

DIRECTOR SINCE: 2020

INDEPENDENT

COMPENSATION COMMITTEE

(Chair)

SCIENCE & MEDICINE COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Commercial Experience

Scientific Research and Drug Development Experience

International Perspective

Human Capital

OTHER CURRENT PUBLIC BOARDS:

BridgeBio Pharma, Inc.

Denali Therapeutics, Inc.

SPECIFIC EXPERTISE:

Ms. Cook brings to our board of directors over 30 years of biopharmaceutical experience with significant C-suite, global product development and commercialization expertise, with a focus on transformative growth.

BACKGROUND:

Jennifer E. Cook has served as a member of our board of directors 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 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 received 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.

DIRECTOR SINCE: 2009*

INDEPENDENT

AUDIT COMMITTEE

(Member)

COMPENSATION COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Commercial Experience

Scientific Research and Drug Development Experience

International Perspective

Public Policy and Regulation

Human Capital

OTHER CURRENT PUBLIC BOARDS:

Vera Therapeutics, Inc.

SPECIFIC EXPERTISE:

Based on his experience serving on the boards of several clinical-stage biotechnology companies and his investment experience in the life sciences industry, Mr. Enright brings to our board of directors operating experience and financial expertise in the life sciences industry.

BACKGROUND:

Patrick G. Enright has served as a member of our board of directors 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 board of directors of Vera Therapeutics, Inc. and privately held healthcare companies as well as the National Venture Capital Association. Previously, Mr. Enright was a Managing Director of Pequot Ventures 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 Inc. from 2016 to 2022, Aimmune Therapeutics, Inc. from 2013 until its acquisition by Nestlé in 2020 and Vaxcyte, Inc. from 2015 to 2020. Mr. Enright received a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania.

Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

DIRECTOR SINCE: 2012

INDEPENDENT

SCIENCE & MEDICINE COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Merger and Acquisition/Corporate Development

Commercial Experience

Scientific Research and Drug Development Experience

International Perspective

OTHER CURRENT PUBLIC BOARDS:

None

SPECIFIC EXPERTISE:

As a founder of Adapt Pharma and Azur Pharma, and a pharmaceutical industry executive, Mr. Mulligan brings to our board of directors an expertise in business development and over 35 years of experience in the pharmaceutical industry.

BACKGROUND:

Seamus Mulligan has served as a member of our board of directors since the closing of the Azur Merger in January 2012. Mr. Mulligan was a founder and principal investor of Azur Pharma and was Azur Pharma’s Chairperson and Chief Executive Officer as well as being a member of its board of directors from 2005 until January 2012. Mr. Mulligan also served as our Chief Business Officer, International Business Development from January 2012 until February 2013. Between 2014 and 2018, Mr. Mulligan served as Chairperson and Chief Executive Officer of Adapt Pharma Limited or Adapt Pharma, a specialty pharmaceutical company, which was acquired in October 2018 by Emergent BioSolutions Inc., a multinational specialty biopharmaceutical company. Mr. Mulligan acted as a Consultant to Emergent BioSolutions Inc. from October 2018 to March 2019, when he was appointed to its board of directors on which he served until his resignation from the board in May 2020. From 2006 to 2017, Mr. Mulligan served as Executive Chairperson of Circ Pharma Limited and its subsidiaries, a pharmaceutical development stage group. From 1984 until 2004, Mr. Mulligan held various positions with Elan Corporation, plc, a pharmaceutical company, most recently as Executive Vice President, Business and Corporate Development, and prior to that position, held the roles of President of Elan Pharmaceutical Technologies, the drug delivery division of Elan Corporation, plc, Executive Vice President, Pharmaceutical Operations, Vice President, U.S. Operations and Vice President, Product Development. Mr. Mulligan served as a member of the board of directors of the U.S. National Pharmaceutical Council until 2004. Mr. Mulligan holds a B.Sc. (Pharm) and M.Sc. from Trinity College Dublin.

DIRECTOR SINCE: 2013

INDEPENDENT

SCIENCE & MEDICINE COMMITTEE

(Chair)

COMPENSATION COMMITTEE

(Member)

KEY SKILLS:

Public Company Board Experience

C-Suite/Management Experience

Industry Expertise

Financial Experience

Merger and Acquisition/Corporate Development

Commercial Experience

Scientific Research and Drug Development Experience

International Perspective

Public Policy and Regulation

Human Capital

OTHER CURRENT PUBLIC BOARDS:

Cerevel Therapeutics Holdings, Inc.

Eton Pharmaceuticals, Inc.

SPECIFIC EXPERTISE:

Dr. Riedel brings over 20 years of experience in the biotechnology and pharmaceutical industries to our board of directors with significant scientific, drug discovery and development, and commercial expertise. Dr. Riedel also leverages this pharmaceutical research experience in his position as Chair of the science and medicine committee.

BACKGROUND:

Norbert G. Riedel, Ph.D. has served as a member of our board of directors since May 2013 and was appointed chair of our science and medicine committee in April 2022. Dr. Riedel currently serves on the boards of directors of two other publicly-held companies, Eton Pharmaceuticals, Inc., a development stage pharmaceutical company, where he serves as Chairperson of the board, and Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company, where he serves as Lead Independent Director. Dr. Riedel also currently serves on the board of directors of a non-profit organization, the Illinois Biotechnology Industry Organization, and is a member of the Austrian Academy of Sciences. Dr. Riedel is an Adjunct Professor at Boston University School of Medicine and an Adjunct Professor of Medicine at Northwestern University’s Feinberg School of Medicine. Dr. Riedel served as Executive Chairperson of Aptinyx Inc. from January 2022 to May 2023, as Chief Executive Officer from September 2015 to December 2021 and as President from September 2015 to December 2020. Aptinyx Inc. is a biopharmaceutical company spun out of its predecessor company, Naurex, Inc., where Dr. Riedel served as Chief Executive Officer and President from January 2014 to September 2015. From 2001 to 2013, he served as Corporate Vice President and Chief Scientific Officer of Baxter International Inc., a diversified healthcare company, where from 1998 to 2001, he also served as President and General Manager of the recombinant therapeutic proteins business unit and Vice President of Research and Development of the bioscience business unit. From 1996 to 1998, Dr. Riedel served as head of worldwide biotechnology and worldwide core research functions at Hoechst-Marion Roussel, now Sanofi, a global pharmaceutical company. Dr. Riedel served on the board of directors of Ariad Pharmaceuticals, Inc., an oncology company, from May 2011 until the company was acquired in February 2017. Dr. Riedel holds a Diploma in biochemistry and a Ph.D. in biochemistry from the University of Frankfurt.

serving as the principal liaison between the independent directors and the Chairperson;

coordinating the activities of the independent directors, including developing agendas for and presiding at executive sessions of the independent directors;

advising the Chairperson on board and committee agendas, meeting schedules and information provided to other board members, including the quality, quantity and timeliness of such information that is necessary or appropriate for the directors to effectively and responsibly perform their duties;

discussing the results of the Chief Executive Officer’s performance evaluation with the chair of the compensation committee; and

presiding at all meetings of the board of directors at which the Chairperson is not present.

We believe that our board of directors provides effective oversight of risk management for our company (including financial, operational, business, intellectual property, information technology (including cybersecurity), public policy, reputational risk, governance and compliance), particularly as a result of the work of our committees and the ongoing dialogue between the full board, our Chairperson and Chief Executive Officer and our active and engaged Lead Independent Director.

At its meetings, our full board of directors receives reports concerning the management of the relevant risks from each committee, in addition to reports concerning material risks and concerns or significant updates on such matters from our Chief Legal Officer, Chief Compliance and Ethics Officer and other executive officers, as necessary.

Audit
Committee

Our audit committee is responsible for overseeing our financial reporting process on behalf of our board of directors and reviewing with management and our auditors, as appropriate, our major financial risk exposures and the steps taken by management to monitor and control these exposures. Our board of directors has also formalized our audit committee’s role in oversight of risks related to information security, including cybersecurity. In its oversight role, the audit committee receives quarterly updates on information security developments, cybersecurity incidents and the steps taken by management to monitor and mitigate risk exposures in these areas.

Compensation
&
Management Development Committee

Our compensation & management development committee, or compensation committee, approves compensation of executive officers and all material compensation plans for our company and reviews our compensation practices to ensure that they do not encourage excessive risk taking and provide appropriate incentives for meeting both short-term and long-term objectives and increasing shareholder value over time. Our compensation committee also works with our full board of directors to oversee matters related to diversity, talent, and culture strategy including human capital programs and policies regarding management development, talent planning, diversity and inclusion initiatives, and employee engagement, as well as human capital management, which includes reviewing workforce trends, executive succession plans and talent risk and maintaining compensation objectives and corporate policies that appropriately incentivize creating and maintaining a positive workplace and corporate culture.

Nominating
and
Governance Committee

Our nominating and corporate governance committee oversees the company’s risk management other than those concerning the company’s major financial, business or cybersecurity risk exposures or risks related to our compensation programs and policies, on behalf of our board of directors. Our nominating and corporate governance committee has oversight responsibility over our ESG program and strategy. The nominating and corporate governance committee has oversight responsibility related to administration of and certifies to, compliance with the company’s corporate integrity agreement, or CIA, including compliance with CIA requirements related to training and disclosures of instances of potential non- compliance with certain federal laws, regulations, or company policy and meets at least quarterly. Additionally, our nominating and corporate governance committee maintains oversight over the company’s enterprise risk management program. Because enterprise risk management is holistic risk management, reported risks and their mitigation often include risks more fully governed by other committees, such as cybersecurity. The nominating and corporate governance committee review program methodology and results to ensure management has properly identified and are monitoring enterprise risks.

Integrity: Our corporate value of integrity is the foundation of our approach.

Compliance: The elements of an effective compliance program are managed to deter, detect, and respond appropriately to potential wrongdoing.

Accountability: Every employee plays a role in ensuring our actions live up to the company’s expectations, and every employee is encouraged to speak up if something looks wrong.

Respect: Respect for our patients, company and each other keep us on the right path.

Ethics: Being lawful is the minimum bar we must meet. Our commitment to patients and other stakeholders requires a higher ethical standard.

Adopting a system of standards of conduct, policies, procedures, trainings, communications, reporting mechanisms, monitoring, investigations and internal control system reasonably designed to prevent and detect violations of applicable laws, rules and regulations;

Overseeing the enforcement of compliance policies program and procedures by directing that all received reports of potential compliance violations are investigated and resolved, and that appropriate incentives and disciplinary measures are utilized, including discipline of employees responsible for violations;

Taking steps designed to ensure that the individuals responsible for our compliance program have adequate resources, authority and competencies to carry out their responsibilities;

Periodically reviewing the effectiveness of the day-to-day compliance activities engaged in by Jazz and

Taking such other actions, or making such other recommendations, designed to promote a compliant and ethical organizational culture at Jazz.

promotes stability and continuity, allowing our board and management to remain focused on our long-term strategy and value generation for our shareholders;

allows for the development of institutional knowledge at the board level, which is particularly important in our industry, given the multi-year life cycles of our product development programs; and

enhances director independence by decreasing pressures from special interest groups that might have short-term agendas contrary to the long-term interests of our shareholders.

Name

Jennifer E. Cook²

Patrick G. Enright

Peter Gray

Heather Ann McSharry

Seamus Mulligan

Kenneth W. O’Keefe

Anne O’Riordan³

Norbert G. Riedel, Ph.D.⁴

Mark D. Smith, M.D.

Catherine A. Sohn, Pharm.D.⁵

Rick E Winningham

The science and medicine committee was formed in April 2022.

Ms. Cook was appointed as chair of our compensation committee in April 2022.

Ms. O’Riordan was appointed as a member of our nominating and corporate governance committee in April 2022.

Mr. Riedel ceased serving as chair of our compensation committee in April 2022.

Dr. Sohn ceased serving on our nominating and corporate governance committee in April 2022.

evaluating the performance of and assessing the qualifications of the independent auditors;

determining and approving the engagement and remuneration of the independent auditors;

determining whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors;

determining and approving the engagement of the independent auditors to perform any proposed permissible non-audit services;

monitoring the rotation of partners of the independent auditors on our audit engagement team as required by applicable laws and rules;

reviewing and advising on the selection and removal of the head of our internal audit function, the activities and organizational structure of the internal audit function and the results of internal audit activities;

reviewing and approving the internal audit charter at least annually and the annual internal audit plan and budget;

meeting to review our annual audited financial statements, our quarterly financial statements and our financial press releases with management and the independent auditors, including reviewing our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our annual and quarterly reports filed with the SEC;

reviewing, overseeing and approving transactions between our company and any related persons;

conferring with management, the internal audit function and the independent auditors regarding the scope, adequacy and effectiveness of our internal control over financial reporting;

reviewing with management, the internal audit function and the independent auditors, as appropriate, major financial risk exposures, including reviewing, evaluating and approving our hedging and other financial risk management policies, as well as the steps taken by management to monitor and control these exposures;

establishing procedures, when and as required under applicable laws and rules, for the receipt, retention and treatment of any complaints received by our company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

reviewing with management our information security (including cybersecurity) risk exposures and the steps taken by management to monitor and mitigate these exposures.

The material under the heading “Report of the Audit Committee of the Board of Directors” in this proxy statement is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company 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.

reviewing, modifying (as needed) and approving overall compensation strategy and policies;

recommending to our board of directors for determination and approval the compensation and other terms of employment of our Chief Executive Officer and evaluating our Chief Executive Officer’s performance in light of relevant goals and objectives;

reviewing and approving the goals and objectives of our other executive officers and determining and approving the compensation and other terms of employment of these executive officers, as appropriate;

reviewing and recommending to our board of directors the type and amount of compensation to be paid or awarded to the members of our board of directors;

having the full power and authority of our board of directors regarding the adoption, amendment and termination of our compensation plans and programs and administering these plans and programs;

having direct responsibility for appointing, and providing compensation and oversight of the work of, any compensation consultants and other advisors retained by the compensation committee and considering the independence of each such advisor;

reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives, to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on our company;

periodically reviewing with our Chief Executive Officer the plans for succession to the offices of our executive officers and making recommendations to our board of directors with respect to the selection of appropriate individuals to succeed to these positions; and

reviewing and discussing with management our disclosures contained under the caption “Compensation Discussion and Analysis” in our annual proxy statement.

The material under the heading “Compensation Committee Report” in this proxy statement is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company 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.

review and advise management and our board regarding the strategy, direction, value and progress of the company’s R&D programs, pipeline and technology platforms;

review and advise management and our board on pertinent scientific, technological and medical elements of the company’s corporate development opportunities and transactions;

review and advise management and our board on the company’s R&D resource allocation strategy, including internal and external investments, investment allocation across R&D stages across franchises/therapeutic areas and technology platforms; and

identify and discuss new and emerging trends in pharmaceutical and biotechnological science, technology, and regulation.

overseeing all aspects of our corporate governance functions on behalf of our board of directors;

making recommendations to our board of directors regarding corporate governance issues;

identifying, reviewing and evaluating candidates to serve on our board of directors, and reviewing and evaluating incumbent directors;

reviewing, evaluating and considering the recommendation for nomination of incumbent members for reelection to our board of directors and monitoring the size of our board;

recommending director candidates to our board of directors;

overseeing on behalf of our board of directors the company’s compliance with applicable laws and regulations, other than the financial compliance issues overseen by the audit committee;

overseeing on behalf of our board of directors the company’s risk management matters, other than with respect to risks that are financial or information security risks (as to which the audit committee has oversight responsibility on behalf of our board of directors) or risks related to compensation policies (as to which the compensation committee has oversight responsibility on behalf of our board of directors);

evaluating director nominations and proposals by our shareholders and establishing policies, requirements, criteria and procedures in furtherance of the foregoing;

assessing the effectiveness and performance of our board of directors and its committees, and recommending and implementing board of directors’ self-evaluation process;

overseeing the company’s ESG strategy and practices and periodically reviewing and discussing with management the company’s practices with respect to ESG matters that are expected to have a significant impact on the company’s performance, business activities, or reputation; and

reviewing, discussing and assessing the performance of our board of directors, including committees of our board of directors, seeking input from all board members, senior management and others.

•   Of our director nominees and continuing directors, 11 out of 12 are independent

•   Regular executive sessions of independent directors

•   Audit, compensation and nominating and corporate governance committees are comprised solely of independent directors

•   Diverse board in terms of tenure, residency, gender, race, ethnicity, sexual orientation, experience and skills

•   Annual board self-evaluation

•   Risk oversight by the full board and committees

•   Board and committees may engage outside advisors independently of management

•   Independent compensation consultant reporting directly to the compensation committee

•   Limits for directors on other public company board service

•   No poison pill in place

•   Our Corporate Governance Guidelines incorporate a “Rooney Rule”-like policy with respect to new director searches

•   Annual advisory approval of executive compensation Shareholders may call extraordinary meetings

•   Proactive year-round, shareholder engagement program

•   Regular meeting attendance and devote sufficient time and attention to board duties

•   Director participation in continuing education and related reimbursement policy

•   Lead Independent Director with clearly delineated duties

•   Corporate Governance Guidelines

•   Majority voting for elections of directors for a three-year term

•   Share ownership guidelines for directors and executive officers

•   Anti-hedging/pledging policy

•   Code of Conduct

Name and Address of Beneficial Owner⁽¹⁾

5% Shareholders:

BlackRock, Inc.⁽³⁾

55 East 52nd Street

New York, NY 10055

The Vanguard Group⁽⁴⁾

100 Vanguard Blvd.

Malvern, PA 19355

Named Executive Officers and Directors:

Bruce C. Cozadd⁽⁵⁾

Daniel N. Swisher, Jr.⁽⁶⁾

Renée Galá⁽⁷⁾