jazz-20240603
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.    )


Filed by the Registrant

Filed by a Party other than the Registrant ☐


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☒    Preliminary Proxy Statement

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☐    Definitive Proxy Statement

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☐    Soliciting Material Pursuant to Section 240.14a-12



JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

    No fee required.

☐    Fee paid previously with preliminary materials

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



PRELIMINARY COPY – SUBJECT TO COMPLETION
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NOTICE OF 2024 ANNUAL GENERAL MEETING
OF SHAREHOLDERS
TO BE HELD ON JULY 25, 2024
Dear Shareholder:
The 2024 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, July 25, 2024, 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 three nominees for director named in the accompanying proxy statement (the “proxy statement”) to hold office until the 2027 annual meeting of shareholders (Proposal 1).
2.   To ratify, on a non-binding advisory basis, the appointment of KPMG as our independent auditors for the fiscal year ending December 31, 2024 and to authorize, in a binding vote, our board of directors, acting through our audit committee, to determine the independent auditors’ remuneration (Proposal 2).
3.   To approve, on a non-binding advisory basis, the compensation of our named executive officers, or NEOs, as disclosed in the accompanying proxy statement (Proposal 3).
4.   To indicate, on a non-binding advisory basis, the preferred frequency of the advisory vote on the compensation of our named executive officers (Proposal 4).
5. To grant our 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 5).
6.   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 5 (Proposal 6).
To conduct any other business properly brought before the annual meeting.
Proposals 1, 2, 3, 4 and 6 are ordinary resolutions, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) at the annual meeting. Proposal 5 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 our Irish statutory financial statements for the fiscal year ended December 31, 2023 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 our Constitution (our “constitution”), and the Irish Companies Act 2014 (the “2014 Act”), Proposals 1 and 2 are deemed to be ordinary business, and Proposals 3, 4, 5 and 6 are deemed to be special business.
The record date for the annual meeting is May 29, 2024. 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 2023 Annual Report on Form 10-K, are first being mailed to shareholders on or about June , 2024.
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:
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Over the Telephone
1-800-690-6903
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Via the Internet
www.proxyvote.com
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By Mail
Complete, sign and return proxy card
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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 July 24, 2024. Electronic proxy cards submitted via the internet or by telephone must be received by 11:59 p.m., U.S. Eastern Time, on July 24, 2024. It may not be possible to count proxy cards received after the relevant time towards voting. Proxy cards received will be forwarded to our 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.
Important Notice Regarding the Availability of Proxy Materials for the annual meeting of shareholders to be held on July 25, 2024,
at 9:45 a.m. local time at our corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland.

The proxy statement, our letter to shareholders, our Irish statutory financial statements and our 2023 Annual Report on Form 10-K
are available at https://materials.proxyvote.com/G50871.
By order of our board of directors,
Aislinn Doody, Company Secretary
Dublin, Ireland
June    , 2024



TABLE OF CONTENTS
PROXY OVERVIEW
Business Overview
Information About our Board of Directors
Shareholder and Other Stakeholder Engagement
Corporate Sustainability and Social Impact
Summary of Shareholder Voting Matters and Board Recommendations
GENERAL
PROPOSAL 1 ELECTION OF DIRECTORS
CORPORATE GOVERNANCE AND BOARD MATTERS
Overview
Board Leadership Structure
Lead Independent Director
Classified Board Structure
Independence of our Board
Director Commitments
Board Evaluation
Board Refreshment
Committees of our Board
Board and Committee Information
Audit Committee
Compensation and Management Development Committee
Compensation Committee Processes and Procedures
Nominating and Corporate Governance Committee
Science and Medicine Committee
Risk Oversight
Ethical Business Practices
Other Corporate Governance Matters
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Summary of Compensation
Grants of Plan-Based Awards
Description of Compensation Arrangements
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Potential Payments upon Termination or Change in Control
Pay Ratio Disclosure
Item 402(v) Pay versus Performance
Compensation Consultant Fees
Compensation Committee Report
DIRECTOR COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
PROPOSAL 2 RATIFY, ON A NON-BINDING ADVISORY BASIS, THE APPOINTMENT OF KPMG AS THE INDEPENDENT AUDITORS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2024 AND AUTHORIZE, IN A BINDING VOTE, OUR BOARD OF DIRECTORS, ACTING THROUGH OUR AUDIT COMMITTEE, TO DETERMINE KPMG’S REMUNERATION
Independent Registered Public Accounting Firm Fees and Services
Pre-Approval Policies and Procedures
Independence
Report of Audit Committee of our Board
PROPOSAL 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 4 NON-BINDING ADVISORY VOTE ON THE PREFERRED FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 5 BOARD AUTHORITY TO ALLOT AND ISSUE ORDINARY SHARES FOR CASH WITHOUT FIRST OFFERING SHARES TO EXISTING SHAREHOLDERS
PROPOSAL 6 ADJOURNMENT PROPOSAL
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
OTHER MATTERS
Presentation of Irish Statutory Financial Statements
Delinquent Section 16(a) Reports
Registered and Principal Executive Offices
Shareholder Proposals and Director Nominations for the 2025 Annual Meeting
Householding of Proxy Materials
Annual Report on Form 10-K
Special Note Regarding Forward-Looking Statements
General



Index of Frequently Requested Information
Page
Anti-Hedging/Pledging Policy
Auditor Fees
Auditor Tenure
Board Diversity
Board Leadership
Board Meeting Attendance
Clawback Policy
Code of Conduct
Compensation Consultant Fees
Corporate Governance Guidelines
Corporate Sustainability and Social Impact Pillar Highlights
Director Biographies
Director Commitments
Director Independence
Director Qualifications
Corporate Sustainability and Social Impact
Item 402(v) Pay versus Performance
Majority Voting for Directors
Pay Ratio Disclosure
Peer Group Companies
Performance-Based Equity Awards
Procedures for Shareholder Proposals and Director Nominations for the 2025 Annual Meeting
Related Party Transactions
Risk Oversight
Severance Benefits
Share Ownership Guidelines for Directors
Share Ownership Guidelines for Executives
Shareholder and Other Stakeholder Engagement
Shareholder Communications with our Board


2024 NOTICE OF MEETING AND PROXY STATEMENT
PROXY OVERVIEW
This overview highlights certain information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. For more complete information regarding our business and 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023 that we filed with the Securities and Exchange Commission, or SEC, on February 28, 2024, which we refer to throughout this proxy statement as the 2023 Annual Report on Form 10-K.
In this proxy statement, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “Jazz,” “our company,” “we,” “us” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries, except when the context makes clear that the time period being referenced is prior to January 18, 2012, in which case such terms are references to Jazz Pharmaceuticals, Inc. and its consolidated subsidiaries. On January 18, 2012, the businesses of Jazz Pharmaceuticals, Inc. and Azur Pharma Public Limited Company, or Azur Pharma, were combined in a merger transaction, or the Azur Merger, in connection with which Azur Pharma was renamed Jazz Pharmaceuticals plc, and we became the parent company of and successor to Jazz Pharmaceuticals, Inc., with Jazz Pharmaceuticals, Inc. becoming our wholly owned subsidiary.
Meeting and Voting Information
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Time and Date:
9:45 a.m., local time on
Thursday, July 25, 2024
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Place:
Our Corporate Headquarters
Fifth Floor, Waterloo Exchange
Waterloo Road Dublin 4, Ireland
Whether or not you expect to attend the meeting, please vote as soon as possible. Please see “Questions and Answers About These Proxy Materials and Voting—How do I vote?” beginning on page 102 below.
Business Overview
We are a global biopharmaceutical company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with serious diseases—often with limited or no therapeutic options. We have a diverse portfolio of marketed medicines, including leading therapies for sleep disorders and epilepsy, and a growing portfolio of cancer treatments. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics in oncology and neuroscience.
Our strategy for growth is rooted in executing commercial launches and ongoing commercialization initiatives; advancing robust research and development, or R&D, 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. We focus on patient populations with high unmet needs. We identify and develop differentiated therapies for these patients that we expect will be long-lived assets and that we can support with an efficient commercialization model. In addition, we leverage our efficient, scalable operating model and integrated capabilities across our global infrastructure to effectively reach patients around the world.
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.
Our strategy to deliver sustainable growth and enhanced value is focused on:
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 portfolio of durable, highly differentiated products;
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;
JAZZ PHARMACEUTICALS | 2024 Proxy Statement
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2024 NOTICE OF MEETING AND PROXY STATEMENT
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.
A key aspect of our growth strategy is our continued investment in evolving and expanding our R&D capabilities and initiatives. If we are not successful in the clinical development of our product candidates, if we are unable to obtain regulatory approval for our product candidates in a timely manner, or at all, or if sales of an approved product do not reach the levels we expect, our anticipated revenue from our product candidates would be negatively affected, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Our lead marketed products, listed below, are approved in countries around the world to improve patient care.
Neuroscience
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 seven years of age and older with narcolepsy, 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®. Xywav is also approved in Canada for the treatment of cataplexy in patients with narcolepsy;
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 seven years of age or older with narcolepsy; 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, 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.
Oncology
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. In September 2023, the European Commission granted marketing authorization for this therapy under the trade name Enrylaze; and
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.
Information About Our Board of Directors
Director Nominees and Continuing Directors
Summary information about our director nominees and continuing directors, including their key skills and experiences that are relevant to serving on our board of directors, or our board, is provided in the charts below. See pages 14 to 25 for more information.
Our nominating and corporate governance committee, or nominating committee, examines the experience and expertise of our board, to ensure alignment between the abilities and contributions of our board and our long-term strategic priorities by primarily emphasizing expertise in global and U.S. commercialization, in scientific development, in financial management and in corporate development transactions among other skill sets. Our directors exhibit high commitment, integrity, collegiality, innovative thinking, sound business judgment and a knowledge of corporate governance requirements and practices.
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
NameAgeDirector SincePrincipal PositionIndependentOther Current Public Boards
2024 Director Nominees
Patrick Kennedy552024 Chairperson and Governor, Bank of Ireland Group plcYes1
Kenneth W. O’Keefe57
2004 (1)
Founder, BPOC, LLCYes0
Mark D. Smith, M.D.722020 Clinical Professor, University of California, San Francisco and Director, Phreesia, Inc. and Teladoc Health, Inc.Yes2
Continuing Directors (2)
Bruce C. Cozadd60
2003 (1)
Chairperson and Chief Executive Officer, Jazz Pharmaceuticals plcNo1
Jennifer E. Cook582020 Director, BridgeBio Pharma, Inc. and Denali Therapeutics Inc.Yes2
Patrick G. Enright62
2009 (1)
Managing Director, Longitude CapitalYes1
Heather Ann McSharry622013 Director, International Consolidated Airlines Group, S.A.Yes1
Seamus Mulligan632012 Director, Jazz Pharmaceuticals plcYes0
Anne O’Riordan562019 Group Director of Digital, Jardine Matheson LimitedYes0
Norbert G. Riedel, Ph.D.662013 Chairperson, Eton Pharmaceuticals, Inc. and Director, Cerevel Therapeutics Holdings, Inc.Yes2
Rick E Winningham64
2010 (1)
Chairperson and Chief Executive Officer, Theravance Biopharma, Inc.Yes1
(1)    Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.
(2)    Continuing directors do not include Peter Gray and Catherine A. Sohn, Pharm.D., who are not standing for re-election at the annual meeting and each of their terms of office as a director will expire at the annual meeting.
Director Nominees and Continuing Directors:
769658140264476965814026457696581402646
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Our board as of June 1, 2024(1):
Board Diversity Matrix
Total Number of Directors13
FemaleMaleNon-BinaryDid Not Disclose Gender
Part 1: Gender Identity
Directors4900
Part II: Demographic Background
African American or Black0100
White4800
LGBTQ+1
(1) Includes Peter Gray and Catherine A. Sohn, Pharm.D., who are not standing for re-election at the annual meeting.
Shareholder and Other Stakeholder Engagement
We value engaging with and obtaining feedback from our shareholders and view our shareholder engagement efforts as essential to our success. We continuously engage with our shareholders in many forms and forums from industry conferences, non-deal roadshows, to direct one-on-one meetings. We seek to act in the long-term interests of its shareholders and recognize the value in building long lasting and trusting relationships with them. Through these relationships, we have obtained valuable insight on their thoughts regarding a variety of topics, including our business and growth strategy, corporate governance practices, executive compensation matters, and various other environmental, social and governance, or ESG, matters. Shareholder feedback is reported to our board and its committees throughout the year.
The following graphic describes our typical shareholder outreach and engagement cycle.
Annual General Meeting
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Prior to Annual General Meeting
Discuss business strategy and performance
Seek feedback on any matters for shareholder consideration
Publish Annual Report on Form 10-K and proxy statement, highlighting recent board and company activities
After Annual General Meeting
Discuss vote outcomes from annual general meeting in light of existing governance and executive compensation practices, as well as any feedback received from shareholders during proxy season
Review corporate governance trends, recent regulatory developments, and our own policies and procedures
Off-Season Engagement and Evaluation of Practices
Solicit and consider shareholder feedback on our board governance and executive compensation practices to better understand investor viewpoints and inform discussions with our board
Evaluate our board composition, governance or executive compensation practices in light of shareholder feedback and review of practices
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
In 2023 and early 2024, members of our management, and in many cases members of our board, actively engaged in a dialogue with a significant number of our large shareholders to gain a better understanding of their views regarding our executive compensation program, our environmental, social and governance, or ESG, strategy, and other corporate governance matters. Specifically, we reached out to approximately 20 of our largest shareholders, representing over 46% of our outstanding ordinary shares, and held informative discussions with shareholders who expressed interest in speaking with us, which comprised of seven of our largest shareholders representing over 27% of our outstanding ordinary shares. We will continue outreach and dialogue with our shareholders in 2024.
We have taken a number of significant and responsive actions over the past several years to incorporate feedback received from shareholders, as highlighted in the following table.
TopicWhat We HeardWhat We Did
ESGShareholders and stakeholders continued to highlight the importance of ESG.
In 2023:
We established a fit-for-purpose governance structure to support the execution of our Corporate Sustainability and Social Impact, or CSSI, priorities and help us meet regulatory expectations. The new governance structure is aligned with our CSSI pillars, enabling efficient decision-making and fostering accountability by relevant business functions for the delivery of our pillar-specific roadmaps and activities.
We continued to report our progress on key ESG topics through our CSSI report based on calendar 2022 data and activities.
We launched ESG reporting compliance readiness workstreams due to expanding global regulations.
Board SkillsShareholders wanted enhanced disclosure regarding the most significant skills and qualifications that each member of our board possesses.We have enhanced our director skills disclosure by presenting our directors’ skills on an individual basis and by providing a description of each skill to help shareholders understand how each skill helps contribute to effective oversight.
Director CommitmentsShareholders expressed interest in our policies and practices regarding director commitments.Our Corporate Governance Guidelines provide that directors may not serve on more than five public company boards (including our board) and if a director is also the chief executive officer of a public company, that director may not serve on more than three public company boards (including our board). Both the charter of our nominating committee and our Corporate Governance Guidelines ensures that when performing our annual review of each of our director’s time commitments and service on other companies’ boards, we also review their service on other companies’ board committees.
Board RefreshmentShareholders continued to stress the importance of board refreshment and the role it plays in enhancing skills and capabilities and increasing board diversity.
Jazz recognizes the critical importance of balancing the appropriate representation of experience and skills on our board of directors to fit the current and future needs of our company. Our board understands that strategic board refreshment is essential to Jazz’s success and effective board oversight. With this purpose in mind, our nominating committee seeks out experienced candidates with a track record for commercial success and/or drug development, that exhibit strength of character, judgment and principles of diversity, including diversity of race, ethnicity, gender, age, geographic residency, cultural background and professional experiences.
We have an ongoing board evaluation process, with a mix of one-on-ones with the Lead Independent Director, surveys and external assessments. Board refreshment is a consistent theme of our board and committee evaluations.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
TopicWhat We HeardWhat We Did
CompensationWhile 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 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 have incorporated performance-vesting restricted stock units, or PSUs, into our program in 2021 and we continue to grant PSUs representing 50% of each executive officer’s target annual equity compensation;
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 time-vesting restricted stock units, or RSUs, which reduce our burn rate and result in less dilution than stock options;
We adopted and continue to maintain an explicit cap on payouts under annual performance bonus awards at 300% of an individual’s target award (other than for our Chief Executive Officer, or CEO, whose actual bonus is capped based on the applicable range of achievement of our corporate objectives);
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, or TSR. Our compensation and management development committee, or 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 also have adopted an incentive compensation recoupment policy which is designed to mitigate risks generally associated with incentive compensation and requires us to recover from covered executive officers the amount of erroneously awarded compensation resulting from an accounting restatement due to the material noncompliance of our company with any financial reporting requirement under the securities laws.
We also continue to evaluate feedback received from shareholders on other topics, including our classified board structure, setting climate change targets and reporting on workforce diversity.
Corporate Sustainability & Social Impact
Our Approach
Jazz is committed to creating a company where the culture reflects our purpose to serve patients, be a great place to work, and to live our shared values of integrity, collaboration, passion, innovation, and pursuit of excellence. Our values, underpinned by good corporate governance, social responsibility and environmental stewardship, anchor our corporate strategy and support our commitment to generate positive outcomes for patients, employees, shareholders, and other stakeholders.
The pillars of our CSSI strategy are Patients, People, Community and Planet. Jazz recognizes the critical importance of these CSSI pillars in achieving our near and long-term business objectives.
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
2023 was a critical year for our CSSI program. We progressed our CSSI strategy and continue to embed it into our corporate strategy to deliver on commitments to our employees, patients, customers and stakeholders.
Jazz has established a fit-for-purpose governance structure to support the execution of our CSSI priorities and help us meet regulatory expectations that are expanding and growing in complexity on a global basis. The new governance structure is aligned with our CSSI pillars, enabling efficient decision-making and fostering accountability by relevant business functions for the delivery of our pillar-specific roadmaps and activities.
Board Oversight and Management
The full board oversees the strategy for addressing ESG risks and opportunities significant to our business and stakeholders. Each committee of the Board oversees ESG matters across our business operations in the areas that align with their respective responsibilities. The nominating committee has been delegated oversight responsibilities for ESG/CSSI strategy and practices. The nominating committee periodically reviews and discusses with management ESG matters expected to have a significant impact on our performance, business activities or reputation. In addition, the compensation committee works with the full board to oversee human capital management matters, including Diversity, Equity, Inclusion and Belonging (DEIB), a core aspect of our ESG approach. The audit committee has primary responsibility for overseeing risks related to information security, including cybersecurity. See the section entitled “Corporate Governance and Board Matters” on page 22 for a further discussion of our Board and Board committees.
Our Chief Executive Officer and Chief Legal Officer have executive oversight for ESG strategic planning, risk management, and reporting. A cross-functional team of senior leaders and subject matter experts support ESG/CSSI efforts across the organization. Senior management regularly briefs the Board and its committees on ESG/CSSI progress.
ESG Reporting
Our 2022 Corporate Sustainability and Social Impact Report covers selected Jazz Pharmaceuticals plc ESG initiatives and metrics for the calendar year 2022. The report was prepared with reference to the Global Reporting Initiative (GRI) standards and aligns with the Sustainability Accounting Standards Board (SASB) Agricultural Products and Biotechnology & Pharmaceuticals reporting standards that apply to our business, to the extent indicated within.
We intend to continue to evolve and enhance our ESG reporting and disclosures to better meet the expectations of our stakeholders and to comply with applicable regulatory requirements including without limitation the EU Corporate Sustainability Reporting Directive (CSRD).
Corporate Sustainability and Social Impact Pillar Highlights(1)
Patients
We are innovating to develop life-changing medicines for patients who often have limited or no therapeutic options. We strive to help patients get access to the medications they need, and we advocate for policies that support the lives of patients.
Our R&D team launched an initiative aimed to have the participants in Jazz’s clinical trials reflect the patient population affected by the disease and has set forth a strategic roadmap designed to promote representative trial diversity and inclusion.
Reflective of our investment in our internal ability to drive better patient outcomes, our number of R&D employees has grown by more than 20% since 2021.
Our U.S. based JazzCares™ patient assistance programs offer Jazz medicines to eligible patients who otherwise cannot afford the medications. These programs are designed to give patients the support and assistance they need throughout their treatment journey.
The use of Early Access Programs in our Europe & International region is a way of providing access to some of Jazz’s products to eligible patients with high unmet medical need across geographies through both individual and multiple patient programs. A key driver is to aim to provide more rapid, fair and equitable access to our products for patients in medical need.
(1)Corporate Sustainability and Social Impact Pillar Highlights cover selected Jazz Pharmaceutical plc environmental, social, and governance initiatives and metrics from January 1, 2023 through December 31, 2023, unless the period is otherwise noted or the context otherwise requires.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
People
We are committed to creating a company where the culture embodies our corporate purpose to innovate to transform the lives of patients and their families and reflects our key goals: (1) be a great place to work; and (2) live our core values of Integrity, Collaboration, Passion, Innovation and Pursuit of Excellence.
Our 2023 Pulse surveys showed positive results with 85% of respondents saying they feel connected to our purpose to transform the lives of patients and their families, and 81% recommending Jazz as a good place to work.
At the end of 2023, 32% of our employees were active in our employee resource teams.
46% of our board and 55% of our executive committee is diverse in terms of gender, ethnicity and sexual orientation.(1)
Women represent 54% of our global workforce and 47% at the leadership level (employees at executive director and above).
In the U.S., people of color represent 35% of our workforce and 20% at the leadership level.
Community
We aim to be an engaged corporate citizen globally and in our communities. We work through direct philanthropy, employee volunteerism and with partners to execute key initiatives that reflect our social impact goals and values.
Stand Up to Cancer (SU2C) and Jazz have an established research partnership to explore new opportunities, including a large focus on new treatment options for children living with rare and hard-to-treat solid tumors – building on our commitment to pediatric oncology. We are also working with SU2C to better understand the attitudes and perspectives of healthcare providers, patients and their families.
Our partnership with Patient Resources and Go2 Foundation developed a Small Cell Lung Cancer guide resource in both English and Spanish. 6,500 guides were requested for distribution over 3 months by institutions and healthcare practitioners.
Our donation to Midlands Science, Ireland, a not-for-profit company whose core objective is to create greater interest in STEM (Science, Technology, Engineering and Mathematics) education facilitated workshops to develop skills amongst students, teachers and members of the public at the regional level.
Members of our legal department provided pro-bono legal services through a variety of programs, including participating in a “Research-A-Thon” with the Florida Rights Restoration Coalition, researching more than 200 criminal cases to support people in restoring their right to vote.
Planet
We seek to operate our business in an environmentally responsible way to comply with evolving regulatory standards for climate impact, to take steps to reduce our environmental impact and use sustainable practices where feasible.
In 2023, we developed a governance, oversight and project management structure for our CSSI Planet pillar, which is intended to guide and support our environmental sustainability objectives.
Our Athlone, Villa Guardia, and Kent Science Park manufacturing sites purchased and consumed 100% renewable electricity in 2023.
From 2022 to 2023, energy use at the Athlone site was reduced approximately 20% resulting from energy conservation and efficiency initiatives, despite an increase in production volumes and capacity.
Our Environmental Management System programs support Jazz in enhancing our environmental performance and achieving our environmental sustainability objectives through monitoring of our energy use, waste generation, water use, water discharges, and emissions.
To learn more about Jazz Corporate Sustainability and Social Impact, visit www.jazzpharmaceuticals.com. The reference to our website address here and elsewhere in this proxy statement does not constitute incorporation by reference of the information contained at or available through our website.
(1)Board of directors and executive committee diversity representation as of June 1, 2024.
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
Summary of Shareholder Voting Matters and Board Recommendations
For the reasons set forth below and in the rest of this proxy statement, our board recommends that you vote your shares “FOR” each of the nominees named below for director to hold office until the 2027 annual meeting of shareholders and “FOR” each of the other proposals.
Proposal 1 — Election of Directors
Our board recommends a vote “FOR” each of the named nominees.
Vote required to elect each nominee to hold office until the 2027 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 14.
We are asking our shareholders to vote, by separate resolutions, on the election of each of Patrick Kennedy, Kenneth W. O’Keefe and Mark D. Smith, M.D., to hold office until the 2027 annual meeting of shareholders. Detailed information about each nominee’s background and experience can be found beginning on page 14.
Each of the nominees for director was nominated for election by our board upon the recommendation of our nominating committee. Our board 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 24 for more information.
Proposal 2 — Ratify, on a Non-Binding Advisory Basis, the Appointment of KPMG as the Independent Auditors for the Financial Year Ending December 31, 2024 and Authorize, in a Binding Vote, our Board of Directors, Acting Through our Audit Committee, to Determine KPMG’s Remuneration
Our board 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 92.
Under Irish law, KPMG will be deemed to be reappointed as our independent auditors for the financial year ending December 31, 2024, 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 our independent auditors. Our board and our audit committee intend to consider the results of this vote in making determinations in the future regarding the appointment of our company’s independent auditors.
Our shareholders are also being asked to authorize our board, acting through our 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.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Proposal 3 — Non-Binding Advisory Vote on Executive Compensation
Our board 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 95.
We are asking our shareholders for advisory approval of our NEOs’ compensation. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote. Our executive compensation program is aligned with our business strategy and priorities and encourages executive officers to work for meaningful shareholder returns consistent with our pay-for-performance philosophy. 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. Our annual performance bonus awards are not earned unless pre-determined levels of performance are achieved against annual corporate objectives approved by our board of directors at the beginning of the year. We also have executive share ownership guidelines to further support our ownership culture and align the interests of executive officers and shareholders. Further, in 2021 we implemented a new performance-based equity program tied to the achievement of critical multi-year financial and other strategic objectives as well as relative total shareholder return goals, with performance-based restricted stock unit awards making up approximately 50% of each NEO’s target annual equity grant, and time-vested restricted stock unit awards making up the other approximately 50%. Our 2023 advisory say-on-pay proposal was approved by approximately 92% of total votes cast.
Proposal 4 — Non-Binding Advisory Vote on the Preferred Frequency of the Advisory Vote on Executive Compensation
Our board recommends that you vote for the frequency option of every “1 YEAR” for this proposal.
Vote required: The frequency option that receives the affirmative vote of a majority of the votes cast will be deemed to be the frequency preferred by our shareholders.
For more information, see Proposal 4 starting on page 97.
We are asking our shareholders for an advisory indication as to whether they would prefer a say-on-pay vote every year, every two years or every three years, or abstain from providing any indication.
Our board believes that an annual say-on-pay vote has worked well for us and has determined that an annual say-on-pay vote will continue to permit our shareholders to provide direct input on our executive compensation program as disclosed in our proxy statement each year, which is consistent with our efforts to engage in an ongoing dialogue with our shareholders on executive compensation and other corporate governance matters.
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
Proposal 5 — Board Authority to Allot and Issue Ordinary Shares for Cash Without First Offering Shares to Existing Shareholders
Our board 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 5 starting on page 98.
We are asking our shareholders to renew the authority granted to our board at the 2023 annual meeting of shareholders, or 2023 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 5, 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 the pre-emption opt-out authority on the terms set forth in Proposal 5 is vital to the way we intend to advance our business. In this regard, our strategy for 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 5 is not approved, in each case where we propose to issue shares for cash consideration after February 3, 2025 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, we remain, like all U.S.-incorporated companies listed on The Nasdaq Stock Market LLC, or 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 our board’s pre-emption opt-out authority at our 2025 annual general meeting of shareholders.
JAZZ PHARMACEUTICALS | 2024 Proxy Statement
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Proposal 6 — Adjournment Proposal
Our board 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 6 starting on page 100.
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 5.
Under Irish law, Proposal 5 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 5, 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 5.
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
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PROXY STATEMENT
FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2024
GENERAL
Purpose of this Proxy Statement and Other General Information
Our board is soliciting proxies for use at our 2024 annual general meeting of shareholders, or the annual meeting. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the annual meeting. Please read it carefully. The Notice of Internet Availability of Proxy Materials and our proxy materials, which include this proxy statement, our annual letter to shareholders and our 2023 Annual Report on Form 10-K, are first being mailed to shareholders on or about June , 2024. Our proxy materials are also available online at https://materials.proxyvote.com/G50871. The specific proposals to be considered and acted upon at the annual meeting are summarized in the accompanying Notice of 2024 Annual General Meeting of Shareholders. Each proposal is described in more detail in this proxy statement.
This solicitation is made on behalf of our board and all solicitation expenses, including costs of preparing, assembling and mailing proxy materials and notices, will be borne by us. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. In addition, we have retained Alliance Advisors, a proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $28,000 plus reimbursement of expenses.
Our board has set the close of business on May 29, 2024 as the record date for the annual meeting. Shareholders of record who owned our ordinary shares on that date are entitled to vote at and attend the annual meeting. Each ordinary share is entitled to one vote. There were 63,062,356 of our ordinary shares outstanding and entitled to vote on the record date.
JAZZ PHARMACEUTICALS | 2024 Proxy Statement
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2024 NOTICE OF MEETING AND PROXY STATEMENT
PROPOSAL 1
ELECTION OF DIRECTORS
Our board is divided into three classes, designated Class I, Class II and Class III. The term of the Class I directors will expire on the date of this annual meeting; the term of the Class II directors will expire on the date of the 2025 annual meeting of shareholders; and the term of the Class III directors will expire on the date of the 2026 annual meeting of shareholders. At each annual meeting of shareholders, successors to the directors whose term expires at that annual meeting are put forward for election for a three-year term.
Our board currently has 13 members and there are no vacancies. There are five directors in Class I whose term of office expires at the annual meeting. Three of these Class I directors are standing for election at the annual meeting: Patrick Kennedy, Kenneth W. O’Keefe and Mark D. Smith, M.D. All three Class I director nominees were nominated for election by our board upon the recommendation of our nominating committee. Mr. O’Keefe and Dr. Smith were previously elected to our board by our shareholders. Mr. Kennedy, who was identified by a third-party search firm, joined our board in March 2024 after being considered and recommended by our nominating committee.
On February 23, 2024, Peter Gray, a Class I director, notified us that he would not stand for re-election to our board upon the completion of his current term, which expires at our 2024 annual meeting of shareholders. On May 31, 2024, Catherine A. Sohn, Pharm.D. notified us that she would not stand for re-election to our board upon the completion of her current term, which expires at our 2024 annual meeting of shareholders. Director departures bring into focus our continuing efforts with respect to our board refreshment strategy. For more information see Corporate Governance and Board Matters—Board Refreshment.
In order to be elected as a director at the annual meeting to hold office until the 2027 annual meeting of shareholders, each nominee must be appointed by an ordinary resolution, meaning each must individually receive the affirmative vote of a majority of the votes cast by the holders of ordinary shares represented in person or by proxy at the annual meeting (including any adjournment thereof). Under our constitution, if, at any annual meeting of shareholders, the number of directors is reduced below the minimum prescribed by our board pursuant to our constitution due to the failure of any 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 annual meeting of shareholders unless he or she is re-elected at such time.
If any nominee becomes unavailable for election as a result of an unexpected occurrence, the proxy holders will vote your proxy for the election of any substitute nominee as may be proposed by our nominating committee. Each nominee has consented to being named as a nominee in this proxy statement and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If elected at the annual meeting by the affirmative vote of a majority of the votes cast on his election, each nominee would serve as a director until the 2027 annual meeting of shareholders and until his successor has been elected and qualified, or, if sooner, until his death, resignation, retirement, disqualification or removal. It is our policy to invite directors and nominees for director to attend annual meetings of shareholders. All twelve of our then-serving directors attended our 2023 annual meeting of shareholders.
Vacancies on our board, including a vacancy that results from an increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the directors then in office, provided that a quorum is present at the relevant board meeting. A director elected by our board to fill a vacancy in a class will serve for the remainder of the full term of that class and until the director’s successor is elected and qualified, or, if sooner, until his or her death, resignation, retirement, disqualification or removal. Under our constitution, if the number of directors is increased, directors are apportioned among the classes to maintain the number of directors in each class as nearly equal as possible, or as the Chairperson of our board may otherwise direct.
We believe our director nominees bring a variety of expertise, qualifications and skills. The table below summarizes some of the expertise, qualifications and skills of each individual director nominee. Further information on each director nominee, including some of their specific experience, qualifications or skills, is set forth in their biographies below.
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
Jazz Pharmaceuticals Board Skills and Experience Matrix
DirectorPublic Company Board ExperienceC-Suite / Management ExperienceIndustry ExpertiseFinancial ExperienceMerger and Acquisition / Corporate DevelopmentCommercial ExperienceScientific Research and Drug Development ExperienceInternational PerspectivePublic Policy and RegulationHuman Capital
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Jennifer E. Cookllllllll
Bruce C. Cozaddlllllllll
Patrick G. Enrightllllllllll
Peter Gray (1)
llllllll
Patrick Kennedylllllllll
Heather Ann McSharrylllllllll
Seamus Mulliganlllllll
Kenneth W. O’Keefellllll
Anne O’Riordanllllll
Norbert G. Riedel, Ph.D.llllllllll
Mark D. Smith, M.D.lllll
Catherine A. Sohn, Pharm D. (2)
llllllllll
Rick E Winninghamllllllllll
Indicates experience/expertise in subject matter.
(1)    Mr. Gray is not standing for re-election at the annual meeting and his term of office as a director will expire at the annual meeting.
(2)     Dr. Sohn is not standing for re-election at the annual meeting and her term of office as a director will expire at the annual meeting.
Capabilities Description
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Public Company Board ExperienceExperience as a board member of a publicly-traded company
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C-Suite/Management Experience Experience as a C-suite officer or as a member of senior management of a large or growing business
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Industry ExpertiseKnowledge of the healthcare and biopharmaceutical industry, including, as applicable, science, manufacturing, regulatory compliance and payer dynamics    
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Financial ExperienceExperience in positions requiring financial knowledge and analysis with expertise in the evaluation a large or growing company’s capital structure
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Merger & Acquisition/
Corporate Development
Experience or expertise in structuring financing and executing strategic acquisitions, partnerships, and other corporate development activities
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Commercial ExperienceExperience or expertise in cultivating a large or growing business’s brand equity, the development and management of business relationships with customers and the process of reimbursement of pharma products
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Scientific Research and
Drug Development Experience
Relevant backgrounds in academia, clinical practice, science and technology and, in particular, the research and development of pharmaceutical products
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International PerspectiveExperience or expertise in the operation of complex multinational organizations
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Public Policy and RegulationExperience operating in a highly regulated industry, navigating governmental or public policy matters in related to medicines and healthcare products
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Human CapitalExperience leading larger, diverse teams and human capital management initiatives generally, including leadership development, succession planning, executive recruitment, oversight of corporate culture, diversity and inclusion, and compensation
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2024 NOTICE OF MEETING AND PROXY STATEMENT
The following includes a brief biography of each nominee for director and each of our other directors whose terms of office will continue following the annual meeting, including their respective ages, as of June 1, 2024. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led our nominating committee and our board to determine that the applicable nominee or other current director should serve as a member of our board. We evaluate diversity considerations as well as the experience and expertise of our board as a whole to ensure alignment between the abilities and contributions of our board and our strategic priorities and long-range plan, emphasizing, among other things, expertise in global and U.S. sales and marketing, in product development, in financial management and in corporate development transactions.
Director Nominees
Patrick Kennedy
Age: 55
DIRECTOR SINCE: 2024
INDEPENDENT
AUDIT COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
Merger and Acquisition/Corporate
Development
Commercial Experience
International Perspective
Public Policy and Regulation
Human Capital
OTHER CURRENT PUBLIC BOARDS:
Bank of Ireland
SPECIFIC EXPERTISE:
Mr. Kennedy brings over 30 years of experience including extensive financial and operating expertise in managing dynamic, high growth-oriented companies.
BACKGROUND:
Patrick Kennedy has served as a member of our board since March 2024. Since 2010, Mr. Kennedy has served on the board of directors of the Bank of Ireland, and has served as its governor and chair since 2018. Mr. Kennedy was the Chief Executive Officer of Paddy Power plc (now a part of Flutter Entertainment plc), a leading Irish brand, for nine years ending in 2014. Additionally, Mr. Kennedy was previously Chief Financial Officer of Greencore Group plc, and held prior roles with KPMG Corporate Finance and McKinsey & Company. Mr. Kennedy served as a non-executive director of Elan Corporation plc, a biotechnology company, and of retailer ASOS plc. He is currently also the chair and non-executive director of CarTrawler, a B2B technology platform for car rental and mobility solutions. He holds a BComm Degree (Banking & Finance) and a Post Graduate Diploma in Accountancy from University College Dublin. Mr. Kennedy also holds a Post Graduate Diploma in Statistics from Trinity College Dublin and he is a Fellow of the Institute of Chartered Accountants in Ireland.
Kenneth W. O’Keefe
Age: 57
DIRECTOR SINCE: 2004*
INDEPENDENT
AUDIT COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
Merger and Acquisition/Corporate
Development
Public Policy and Regulation
OTHER CURRENT PUBLIC BOARDS:
None
SPECIFIC EXPERTISE:
As Founder and Advisor to BPOC, LLC, Mr. O’Keefe brings to our board significant expertise in accounting and financial matters and in analyzing and evaluating financial statements, as well as substantial experience managing private equity investments. As the former chairperson and current member of our audit committee, Mr. O’Keefe brings to our board detailed knowledge of our financial position and finance strategy.
BACKGROUND:
Kenneth W. O’Keefe has served as a member of our board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2004 until the closing of the Azur Merger. He served as Managing Director from January 1996 to January 2010 and Chief Executive Officer from January 2010 to January 2018 of BPOC, LLC, a healthcare private equity firm he co-founded. Since January 2018 he has served as Founder of and Advisor to BPOC, LLC. He serves on the boards of several privately-held healthcare companies and serves or has served on the audit committee of several companies in the healthcare industry. He holds a B.A. from Northwestern University and an M.B.A. from the University of Chicago.
*    Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Mark D. Smith, M.D.
Age: 72
DIRECTOR SINCE: 2020
INDEPENDENT
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
(Member)
SCIENCE & MEDICINE COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Scientific Research and Drug Development Experience
Public Policy and Regulation
Human Capital
OTHER CURRENT PUBLIC BOARDS:
Phreesia, Inc.
Teladoc Health, Inc
SPECIFIC EXPERTISE:
Dr. Smith brings to our board an impressive background that marries the worlds of active medical practice and business development. A practicing physician and professor, Dr. Smith also has experience working for a variety of health focused companies both public and private. Dr. Smith has a deep understanding of the trends in public policy and future trends in healthcare delivery systems in the United States.
BACKGROUND:
Mark D. Smith, M.D. has served as a member of our board since December 2020. Dr. Smith is a practicing physician and professor of clinical medicine at the University of California at San Francisco, where he has served since 1994. He also serves as a non-executive director on the boards of directors of two other publicly-held companies, Teladoc Health, Inc., a telemedicine and virtual healthcare company, and Phreesia, Inc., a healthcare software company. Dr. Smith also serves on the board of directors of the Commonwealth Fund, a private health policy foundation. From 1996 to 2013, Dr. Smith was the founding President and Chief Executive Officer of the California HealthCare Foundation, an independent nonprofit philanthropy organization. From 1991 to 1996, he served as Executive Vice President at the Henry J. Kaiser Family Foundation. Dr. Smith holds a B.A. from Harvard College, an M.D. from the University of North Carolina at Chapel Hill and an M.B.A. from The Wharton School at the University of Pennsylvania.
Our board recommends a vote “FOR” each nominee named above.
Class II Directors Continuing in Office Until the 2025 Annual General Meeting
Jennifer E. Cook
Age: 58
DIRECTOR SINCE: 2020
INDEPENDENT
COMPENSATION COMMITTEE
(Chair)
SCIENCE & MEDICINE COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience Industry Expertise
Financial Experience
Commercial Experience
Scientific Research and Drug Development Experience
International Perspective
Human Capital
OTHER CURRENT PUBLIC BOARDS:
BridgeBio Pharma, Inc.
Denali Therapeutics, Inc.
SPECIFIC EXPERTISE:
Ms. Cook brings to our board over 30 years of biopharmaceutical experience with significant C-suite, global product development and commercialization expertise, with a focus on transformative growth.
BACKGROUND:
Jennifer E. Cook has served as a member of our board since December 2020 and was appointed chairperson of our compensation committee in April 2022. Ms. Cook serves as a non-executive director on the boards of directors of two other publicly-held companies, Denali Therapeutics Inc. and BridgeBio Pharma, Inc., both biotechnology companies. Ms. Cook founded Jennifer Cook Consulting, a consulting company, and has served as Principal since July 2019. From January 2018 to June 2019, Ms. Cook was the Chief Executive Officer at GRAIL, Inc., a privately-held early cancer detection diagnostic company. Prior to that, Ms. Cook worked at Roche Pharmaceuticals/Genentech, a global biotechnology company, for 25 years, where she held a number of senior management positions covering the full lifecycle of product development and commercialization. From 2010 to 2013, she oversaw Genentech’s U.S. Immunology and Ophthalmology Business Unit, and from 2013 to 2016, she led Roche’s European commercial business. She also served as Roche’s Global Head of Clinical Operations throughout 2017. In 2016, Ms. Cook was recognized as Woman of the Year by the Healthcare Businesswoman’s Association. Ms. Cook holds a B.A. in Human Biology and a M.S. in Biology from Stanford University and an M.B.A. from the Haas School of Business at University of California, Berkeley.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Patrick G. Enright
Age: 62
DIRECTOR SINCE: 2009*
INDEPENDENT
AUDIT COMMITTEE
(Member)
COMPENSATION COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
Merger and Acquisition/Corporate
Development
Commercial Experience
Scientific Research and Drug Development Experience
International Perspective
Public Policy and Regulation
Human Capital
OTHER CURRENT PUBLIC BOARDS:
Vera Therapeutics, Inc.
SPECIFIC EXPERTISE:
Based on his experience serving on the boards of several clinical-stage biotechnology companies and his investment experience in the life sciences industry, Mr. Enright brings to our board operating experience and financial expertise in the life sciences industry.
BACKGROUND:
Patrick G. Enright has served as a member of our board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2009 until the closing of the Azur Merger. Mr. Enright co-founded Longitude Capital, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Mr. Enright currently serves on the boards of directors of Vera Therapeutics, Inc. and numerous privately held healthcare companies. Previously from 2002 to 2007, Mr. Enright was a Managing Director of Pequot Ventures (now known as FirstMark Capital), a venture capital firm, where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including holding senior executive positions at Valentis, Boehringer Mannheim (acquired by Roche) and Sandoz (now known as Novartis). Mr. Enright previously served on the boards of directors of over twenty companies, including, Aptinyx, from 2016 to 2022, Aimmune Therapeutics, Inc. from 2013 until its acquisition by Nestlé in 2020 and Vaxcyte, Inc. from 2015 to 2020. Mr. Enright holds a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania.
*    Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.
Seamus Mulligan
Age: 63
DIRECTOR SINCE: 2012
INDEPENDENT
SCIENCE & MEDICINE COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Merger and Acquisition/Corporate
Development
Commercial Experience
Scientific Research and Drug Development Experience
International Perspective
OTHER CURRENT PUBLIC BOARDS:
None
SPECIFIC EXPERTISE:
As a founder of Adapt Pharma and Azur Pharma, and a pharmaceutical industry executive, Mr. Mulligan brings to our board an expertise in business development and over 40 years of experience in the pharmaceutical industry.
BACKGROUND:
Seamus Mulligan has served as a member of our board since the closing of the Azur Merger in January 2012. Mr. Mulligan was a founder and principal investor of Azur Pharma and was Azur Pharma’s Chairperson and Chief Executive Officer as well as being a member of its board of directors from 2005 until January 2012. Mr. Mulligan also served as our Chief Business Officer, International Business Development from January 2012 until February 2013. Between 2014 and 2018, Mr. Mulligan served as Chairperson and Chief Executive Officer of Adapt Pharma Limited or Adapt Pharma, a specialty pharmaceutical company, which was acquired in October 2018 by Emergent BioSolutions Inc., a multinational specialty biopharmaceutical company. Mr. Mulligan acted as a Consultant to Emergent BioSolutions Inc. from October 2018 to March 2019, when he was appointed to its board of directors on which he served until his resignation from the board in May 2020. From 2006 to 2017, Mr. Mulligan served as Executive Chairperson of Circ Pharma Limited and its subsidiaries, a pharmaceutical development stage group. From 1984 until 2004, Mr. Mulligan held various positions with Elan Corporation, plc, a pharmaceutical company, most recently as Executive Vice President, Business and Corporate Development, and prior to that position, held the roles of President of Elan Pharmaceutical Technologies, the drug delivery division of Elan Corporation, plc, Executive Vice President, Pharmaceutical Operations, Vice President, U.S. Operations and Vice President, Product Development. Mr. Mulligan served as a member of the board of directors of the U.S. National Pharmaceutical Council until 2004. Mr. Mulligan holds a B.Sc. (Pharm) and M.Sc. from Trinity College Dublin.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Norbert G. Riedel, Ph.D.
Age: 66
DIRECTOR SINCE: 2013
INDEPENDENT
SCIENCE & MEDICINE COMMITTEE
(Chair)
COMPENSATION COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
Merger and Acquisition/Corporate
Development
Commercial Experience
Scientific Research and Drug Development Experience
International Perspective
Public Policy and Regulation
Human Capital
OTHER CURRENT PUBLIC BOARDS:
Cerevel Therapeutics Holdings, Inc.
Eton Pharmaceuticals, Inc.
SPECIFIC EXPERTISE:
Dr. Riedel brings over 20 years of experience in the biotechnology and pharmaceutical industries to our board with significant scientific, drug discovery and development, and commercial expertise. Dr. Riedel also leverages this pharmaceutical research experience in his position as Chair of the science and medicine committee, or SMC.
BACKGROUND:
Norbert G. Riedel, Ph.D. has served as a member of our board since May 2013 and was appointed chair of our SMC in April 2022. Dr. Riedel currently serves on the boards of directors of two other publicly-held companies, Eton Pharmaceuticals, Inc., a development stage pharmaceutical company, where he serves as Chairperson of the board, and Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company, where he serves as Lead Independent Director. Dr. Riedel also currently serves on the board of directors of a non-profit organization, the Illinois Biotechnology Industry Organization, and is a member of the Austrian Academy of Sciences. Dr. Riedel is an Adjunct Professor at Boston University School of Medicine and an Adjunct Professor of Medicine at Northwestern University’s Feinberg School of Medicine. Dr. Riedel served as Executive Chairperson of Aptinyx Inc. from January 2022 to May 2023, as Chief Executive Officer from September 2015 to December 2021 and as President from September 2015 to December 2020. Aptinyx Inc. is a biopharmaceutical company spun out of its predecessor company, Naurex, Inc., where Dr. Riedel served as Chief Executive Officer and President from January 2014 to September 2015. From 2001 to 2013, he served as Corporate Vice President and Chief Scientific Officer of Baxter International Inc., a diversified healthcare company, where from 1998 to 2001, he also served as President and General Manager of the recombinant therapeutic proteins business unit and Vice President of Research and Development of the bioscience business unit. From 1996 to 1998, Dr. Riedel served as head of worldwide biotechnology and worldwide core research functions at Hoechst-Marion Roussel, now Sanofi, a global pharmaceutical company. Dr. Riedel served on the board of directors of Ariad Pharmaceuticals, Inc., an oncology company, from May 2011 until the company was acquired in February 2017. Dr. Riedel holds a Diploma in biochemistry and a Ph.D. in biochemistry from the University of Frankfurt.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Class III Directors Continuing in Office Until the 2026 Annual General Meeting
Bruce C. Cozadd
Age: 60
DIRECTOR SINCE: 2013*
BOARD COMMITTEES
None
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
Merger and Acquisition/Corporate
Development
Commercial Experience
International Perspective
Public Policy and Regulation
Human Capital
OTHER CURRENT PUBLIC BOARDS:
ACELYRIN, INC.
SPECIFIC EXPERTISE:
Mr. Cozadd’s extensive leadership experience having served as co-founder and our CEO for over 10 years and having served previously as Chairperson and CEO of Jazz Pharmaceuticals, Inc, for 3 years, brings to our board a deep and comprehensive knowledge of our business, as well as shareholder-focused insight into effectively executing our strategy and business plans to maximize shareholder value.
BACKGROUND:
Bruce C. Cozadd has served as our Chairperson and CEO since the closing of the Azur Merger in January 2012, and from October 2019 through March 2020, he served as our interim principal financial officer. Mr. Cozadd co-founded Jazz Pharmaceuticals, Inc. and has served as Chairperson and CEO of Jazz Pharmaceuticals, Inc. since April 2009. From 2003 until 2009, he served as Jazz Pharmaceuticals, Inc.’s Executive Chairperson and as a member of its board of directors. From 1991 until 2001, he held various positions with ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson, including as Executive Vice President and Chief Operating Officer, with responsibility for research and development, manufacturing and sales and marketing. Previously at ALZA Corporation, he held the roles of Chief Financial Officer and Vice President, Corporate Planning and Analysis. Since February 2022, Mr. Cozadd has served on the board of ACELYRIN, INC., a late-stage clinical biopharma company which became public in May 2023, and has served as Chairperson of ACELYRIN’s board since February 2023. Mr. Cozadd also serves on the board of Biotechnology Innovation Organization, a biotechnology trade association, where he serves on its Health Section Governing Board. He also serves on the boards of two non-profit organizations, The Nueva School and SFJAZZ. He holds a B.S. from Yale University and an M.B.A. from the Stanford Graduate School of Business.
*    Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.
Heather Ann McSharry
Age: 62
DIRECTOR SINCE: 2013
INDEPENDENT
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
(Chair)
AUDIT COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
Merger and Acquisition/Corporate
Development
Commercial Experience
International Perspective
Public Policy and Regulation
Human Capital
OTHER CURRENT PUBLIC BOARDS:
International Airlines Group, S.A
SPECIFIC EXPERTISE:
Ms. McSharry brings to our board over 30 years of experience in multiple international industries, including healthcare, consumer goods and financial services, as well as expertise in crisis management, risk oversight and financial services relevant to our business.
BACKGROUND:
Heather Ann McSharry has served as a member of our board since May 2013 and was appointed as chair of our nominating committee in August 2017. Ms. McSharry has served as a non-executive director on the board of directors of International Consolidated Airlines Group, S.A since 2020 and as Senior Independent Director of International Consolidated Airlines Group, S.A. since June 2022. From 2006 to 2009, Ms. McSharry was Managing Director Ireland of Reckitt Benckiser, a multinational health, home and hygiene consumer products company. From 1989 to 2006, she held various positions at Boots Healthcare, a global consumer healthcare company, most recently as Managing Director of Boots Healthcare Ireland Limited. Ms. McSharry served on the boards of directors of the Bank of Ireland from 2007 to 2011, the Industrial Development Agency in Ireland from 2010 to 2014, Uniphar plc from 2019 to 2020, CRH plc from 2012 to 2021 and Greencore Group plc from 2013 to 2021. Ms. McSharry holds a BComm and a MBS degree from University College Dublin.
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
Anne O’Riordan
Age: 56
DIRECTOR SINCE: 2019
INDEPENDENT
AUDIT COMMITTEE
(Member)
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
International Perspective
Human Capital
OTHER CURRENT PUBLIC BOARDS:
None
SPECIFIC EXPERTISE:
Ms. O’Riordan brings to our board of directors 30 years of knowledge and leadership experience advising life sciences and healthcare companies across the globe, with a uniquely diverse perspective attributable to her geographic residency in Asia. Ms. O’Riordan is a leader in digital and innovation strategy. Ms. O’Riordan’s background in advising life sciences companies with respect to significant global markets provides an important contribution to our board’s mix of backgrounds, experiences and skills.
BACKGROUND:
Anne O’Riordan has served as a member of our board since February 2019. Since June 2019, Ms. O’Riordan has served as a Group Director of Digital at Jardine Matheson Limited, a multinational conglomerate, headquartered in Hong Kong, focused on multiple industry segments throughout North and South East Asia. Ms. O’Riordan is a member of the board of directors of Jardine Matheson Limited. From 1990 to March 2019, Ms. O’Riordan worked with Accenture (formerly Andersen Consulting), multinational professional services company, in their Life Sciences practice, where she held various leadership positions in North America (1992-1998), Europe (1998-2007) and Asia Pacific (2007-2014). From 2014 to 2019, she served as the Global Industry Senior Managing Director for Life Sciences responsible for the growth and management of the business across all geographies. In addition, Ms. O’Riordan currently serves on the board of governors of the American Chamber of Commerce in Hong Kong where she serves as the board liaison for the Healthcare Committee. She is on the advisory board of the J.E. Cairns Business School in the University of Galway, Ireland. She is also a long-standing member of the Women’s Foundation and the 30% Club. Ms. O’Riordan holds a B.Sc. in Biotechnology from Dublin City University as well as a postgraduate diploma in Financial Accounting and MIS from the University of Galway.
Rick E Winningham
Age: 64
DIRECTOR SINCE: 2010*
INDEPENDENT
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
(Member)
SCIENCE & MEDICINE COMMITTEE
(Member)
KEY SKILLS:
Public Company Board Experience
C-Suite/Management Experience
Industry Expertise
Financial Experience
Merger and Acquisition/Corporate
Development
Commercial Experience
Scientific Research and Drug
Development Experience
International Perspective
Public Policy and Regulation
Human Capital
OTHER CURRENT PUBLIC BOARDS:
Theravance Biopharma, Inc.
SPECIFIC EXPERTISE:
Mr. Winningham’s experience in senior management positions in the pharmaceutical industry provides significant industry knowledge and operational and management expertise to our board of directors, along with a deep knowledge of global marketing, commercialization and market access.
BACKGROUND:
Rick E Winningham has served as a member of our board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2010 until the closing of the Azur Merger. In May 2014, Mr. Winningham was appointed as Lead Independent Director of our board of directors. Mr. Winningham has served as Chairperson of the board of directors of Theravance Biopharma, Inc., a biopharmaceutical company, since July 2013. He has served as Chief Executive Officer of Theravance Biopharma, Inc. since its spin-off from Theravance, Inc. (now Innoviva, Inc.) in June 2014. From October 2001 to August 2014, Mr. Winningham served as Chief Executive Officer of Theravance, Inc., where he also served as Chairperson of the board of directors from April 2010 to October 2014. From 1997 to 2001, he served as President of Bristol-Myers Squibb Oncology/Immunology/Oncology Therapeutics Network and, from 2000 to 2001, as President of Global Marketing. Mr. Winningham is a member of Biotechnology Industry Organization’s board of directors and serves on the Health Section Governing Board Standing Committee on Reimbursement. He has served as a member of the board of directors of Rivus Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, since February 2024. He previously served as a member of the board of directors of Retrotope, Inc., a private biotechnology company focused on cell degeneration, from February 2021 to January 2022 and OncoMed Pharmaceuticals, Inc. from June 2015 until the company’s merger with Mereo BioPharma Group plc in April 2019. He also served as a member of the board of directors of the California Healthcare Institute, or CHI, from November 2011 to March 2015 and served as its Chairperson from January 2014 until CHI merged with Bay Area Bioscience Association to become the California Life Sciences Association, or CLSA, in March 2015. Mr. Winningham served on the board of directors of CLSA from March 2015 to July 2023, and served as its Chairperson from March 2015 until November 2015. Mr. Winningham holds an M.B.A. from Texas Christian University and a B.S. from Southern Illinois University.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
CORPORATE GOVERNANCE AND BOARD MATTERS
Overview
We are committed to maintaining and enhancing exemplary corporate governance practices for the long-term benefit of our shareholders.
As a part of this commitment, our board has adopted a set of Corporate Governance Guidelines to provide the framework for the governance of our company and to assist our board in the exercise of its responsibilities. This is further supported by our Code of Conduct and committee charters. Our Corporate Governance Guidelines cover, among other topics, board composition, director qualifications and board membership criteria, board share ownership guidelines, and director orientation and education.
Our corporate governance materials, including our Corporate Governance Guidelines and Code of Conduct, can be found on our website, www.jazzpharmaceuticals.com.
The highlights of our corporate governance practices include the following:
12 out of 13 current directors and 10 out of 11 directors continuing in office after the annual meeting are independent.
Regular executive sessions of independent directors.
Our audit, compensation, SMC, and nominating committees are comprised solely of independent directors.
We have a diverse board in terms of tenure, residency, gender, race, ethnicity, sexual orientation, experience, and skills.
We hold annual board self-evaluations and periodically use a third party to facilitate the evaluation.
Risk oversight (as detailed below) is the responsibility of the full board with specific risks designated to certain committees.
Our board and each committee may engage outside advisors independent of management.
Our compensation committee engages an independent compensation consultant.
We have mandated limits for directors on other public company board service.
No shareholder rights plan, or poison pill, in place.
Our Corporate Governance Guidelines require our nominating committee to consider (and ask any search firm it engages to provide) a set of candidates that includes both underrepresented people of color and different genders when undertaking a search for director candidates.
We seek annual advisory approval of executive compensation from shareholders; the frequency of such votes is subject to a non-binding advisory vote at this annual meeting.
Our shareholders may call extraordinary meetings (as detailed below).
We run a targeted shareholder engagement program.
We have a Lead Independent Director with clearly delineated duties.
We have a majority voting standard for elections of directors for a three-year term.
Share ownership guidelines for directors and executive officers.
Anti-hedging/pledging policy.
Board Leadership Structure
Mr. Cozadd has served as our chairperson and CEO since the closing of the Azur Merger in January 2012.
Our board believes that combining the role of the chairperson and CEO is in the best interests of our company and its shareholders. Mr. Cozadd’s wealth of commercial and industry experience, together with his unique knowledge of our business, being a founder, means he is best positioned to drive strategic priorities and proactively address strategic risks with our board.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Together with our Lead Independent Director, this supports unified leadership for our management team and enhances communication between our management team and our board.
Lead Independent Director
Where the role of chairperson and CEO is held by the same person, our Corporate Governance Guidelines require the independent directors to elect a Lead Independent Director. Rick E Winningham currently serves as our Lead Independent Director. Mr. Winningham has significant public company board experience with strong industry and business acumen. Mr. Winningham plays a critical role in promoting good corporate governance, maintaining board independence, and safeguarding shareholder interests.
Specific roles and responsibilities of the Lead Independent Director, which are detailed in our Corporate Governance Guidelines, include:
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 directors;
discussing the results of the CEO’s performance evaluation with the chair of our compensation committee; and
calling meetings of the independent directors of our board, where necessary.
In addition to fulfilling the responsibilities of his role as Lead Independent Director, Mr. Winningham attends meetings of committees where he is not a member to remain informed and communicates with the chairperson and CEO on matters involving us on a regular basis, regularly seeks input from other independent directors relating to significant developments affecting us between regular board meetings, attends certain meetings involving strategic portfolio and/or scientific reviews and makes himself available for direct communication with significant shareholders as necessary.
Classified Board Structure
Our board is divided into three classes, designated Class I, Class II and Class III. Our nominating committee has discussed the shareholder feedback received in relation to our classified board structure and continues to believe that this structure is appropriate for us and remains in the best interests of our shareholders. In particular, our nominating committee believes that the classified board structure:
promotes stability and continuity, allowing our board and management to remain focused on our long-term strategy and value generation for our shareholders;
preserves the skillset present on our board and allows for the development of its members’ institutional knowledge, 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.
While we recognized that some shareholders may see this structure as an entrenchment risk, we believe this risk is mitigated by the statutory right of shareholders of an Irish incorporated company to remove directors and replace any board vacancies created by such removal under Irish law.
Independence of our Board
As required under the Nasdaq listing standards, the majority of our board must qualify as “independent,” as affirmatively determined by our board.
At least annually, our nominating committee consults with counsel to ensure that our board’s determinations are consistent with the applicable Nasdaq and SEC rules and regulations regarding the definition of “independent”.
Following review of all relevant transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent registered public accounting firm, our board affirmatively determined that all of our
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2024 NOTICE OF MEETING AND PROXY STATEMENT
current directors, other than Mr. Cozadd, are independent within the meaning of the applicable Nasdaq listing standards. Mr. Cozadd is not considered independent by virtue of his employment with us.
In addition, our board has determined that each member of our audit committee, compensation committee and nominating committee meets the applicable Nasdaq and SEC rules and regulations regarding “independence” and that each member is free of any relationship that would impair their individual exercise of independent judgment regarding us.
Director Commitments
Our Corporate Governance Guidelines provide that directors may not serve on more than five public company boards (including our board), and if a director is also the chief executive officer of a public company, that director may not serve on more than three public company boards (including our board).
In addition, our Corporate Governance Guidelines require directors to seek prior approval from our chairperson, our Lead Independent Director and the chair of our nominating committee before accepting an invitation to serve on any additional boards of directors.
We monitor our directors’ time commitments throughout the year, and we have determined that, as of the date of this proxy statement, all our directors are currently in compliance with our Corporate Governance Guidelines.
In accordance with our nominating committee charter and the Corporate Governance Guidelines, when performing our annual review of each of our director’s time commitments and service on other companies’ boards, we also review their service on other companies’ board committees.
Board Evaluation
Our board is committed to conducting a rigorous annual self-evaluation and will periodically engage an independent third-party advisor experienced in corporate governance matters to facilitate, and bring an outside perspective to, our board’s annual self-assessment process. Our board engaged such an advisor in 2023. The scope and structure of the assessment was developed in conjunction with the chairperson, Lead Independent Director, chair of our nominating committee, Chief Legal Officer and Company Secretary. The advisor conducted one-on-one interviews with all board members to provide each director with the opportunity to openly discuss the performance and effectiveness of our board as a whole and its committees and facilitated the identification of areas for improvement.
Board Refreshment
We believe it is critical that our board has the right skills and experience, while acknowledging the value of fresh and diverse voices in the boardroom. Our nominating committee is responsible for identifying, reviewing and evaluating candidates for our board (including conducting appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates) and it prioritized the discussion and consideration of board refreshment at its meetings throughout 2023. Members of our nominating committee obtain recommendations for potential directors from their and other board members’ contacts. Our nominating committee also engages search firms to assist in identifying potential directors. In February 2024, our nominating committee recommended, and our board resolved, to appoint Patrick Kennedy.
Of the director nominees and the continuing directors, our board has three female directors, four Irish directors (one of whom is a non-Irish resident), one director that identifies as LGBTQ+ and one person of color. In the case of incumbent directors whose terms of office are set to expire, our nominating committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence, the importance of board refreshment, as well as the results of our board’s self-evaluation, to determine whether to recommend them to our board for nomination for a new term.
Our nominating committee will consider 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, nor has it rejected a director nominee from a shareholder or shareholders.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Committees of our Board
Our board has four standing committees: audit committee, compensation committee, nominating committee and SMC. In addition to our standing committees, we have a transaction committee, which meets on an ad hoc basis when necessary to approve specific transactions.
Board and Committee Information
During 2023, our board met eight times and acted by written consent once. Each of our directors attended 75% or more of the total meetings of our board and our committees on which they served. All directors attended our 2023 Annual General Meeting.
As required under applicable Nasdaq listing standards, in 2023, the independent directors generally met at each regular board meeting in scheduled executive sessions at which only independent directors were present.
Committee Membership
Our board, with recommendations from our nominating committee, reviews and resolves upon committee membership annually. The following table provides membership information for each committee as of June 1, 2024.
NameAuditCompensationNominatingSMCTransaction
Jennifer E. CookC
Patrick G. Enright
Peter Gray (1)
C
Patrick Kennedy (2)
Heather Ann McSharryC
Seamus MulliganC
Kenneth W. O’Keefe
Anne O’Riordan
Norbert G. Riedel, Ph.D.C
Mark D. Smith, M.D.
Catherine A. Sohn, Pharm.D. (3)
Rick E Winningham
C = committee chair      = committee member
(1)    Mr. Gray is not standing for re-election at the annual meeting and his term of office as a director will expire at the annual meeting.
(2)    Mr. Kennedy was appointed to our board and joined our audit committee effective as of March 1, 2024.
(3)    Dr. Sohn is not standing for re-election at the annual meeting and her term of office as a director will expire at the annual meeting.
Audit Committee
The primary responsibilities of our audit committee include:
evaluating the performance of and assessing the qualifications of our independent auditors;
determining and approving the engagement and remuneration of our independent auditors;
determining whether to retain or terminate our existing independent auditors or to appoint and engage new independent auditors;
determining and approving the engagement of our 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;
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2024 NOTICE OF MEETING AND PROXY STATEMENT
reviewing and advising on the selection and removal of our head of our internal audit function, the activities and organizational structure of our internal audit function and the results of internal audit activities;
reviewing and approving our internal audit charter at least annually and our 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 us and any related persons;
conferring with management, our internal audit function and our independent auditors regarding the scope, adequacy and effectiveness of our internal control over financial reporting;
reviewing with management, our internal audit function and our 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 us 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.
Our board has determined that each of Mr. Gray, Mr. Enright, Mr. Kennedy, Ms. McSharry, Mr. O’Keefe and Ms. O’Riordan meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Nasdaq listing standards with respect to audit committee members.
Our board has also determined that each of Mr. Gray, Mr. Enright, Mr. Kennedy, Ms. McSharry and Mr. O’Keefe qualifies as an “audit committee financial expert” within the meaning of SEC regulations. In making this determination, our board considered the overall knowledge, experience and familiarity of each with accounting matters, analyzing and evaluating financial statements, and, in the case of Mr. O’Keefe, managing private equity investments, and, in the case of Mr. Enright, managing venture capital investments.
During 2023, our audit committee met four times. Our audit committee also had a number of informal discussions and consultations with one another, with our Chief Financial Officer, our Chief Accounting Officer and our Head of Internal Audit and with Mr. Cozadd during 2023.
Our Audit Committee is governed by an annually reviewed, board approved Charter, which is available on our website, jazzpharmaceuticals.com.
Compensation and Management Development Committee
The primary responsibilities of our compensation committee include:
reviewing, modifying (as needed) and approving overall compensation strategy and policies;
recommending to our board for determination and approval the compensation and other terms of employment of our CEO and evaluating our CEO’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 the type and amount of compensation to be paid or awarded to the members of our board;
having the full power and authority of our board regarding the adoption, amendment and termination of our compensation plans and programs and administering these plans and programs;
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having direct responsibility for appointing, and providing compensation and oversight of the work of, any compensation consultants and other advisors retained by our 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 us;
periodically reviewing with our CEO the plans for succession to the offices of our executive officers and making recommendations to our board 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.
Each member of our compensation committee meets the independence requirements of the Nasdaq listing standards with respect to compensation committee members. In determining whether Mr. Enright, Dr. Riedel, Dr. Sohn and Ms. Cook are independent within the meaning of the Nasdaq listing standards pertaining to compensation committee membership, our board determined, based on its consideration of factors specifically relevant to determining whether any such director has a relationship to us that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, that no member of our compensation committee has a relationship that would impair that member’s ability to make independent judgments about compensation of our executive officers.
Our compensation committee met five times during 2023. Our compensation committee is governed by an annually reviewed, board approved charter, which is available on our website, www.jazzpharmaceuticals.com.
Compensation Committee Processes and Procedures
Our compensation committee meets as often as it determines necessary to carry out its duties and responsibilities through regularly scheduled meetings and, if necessary, special meetings. The agenda for each compensation committee meeting is usually developed by members of our human resources department and our CEO with input from members of our legal department, and is reviewed and finalized with the chair of our compensation committee. Members of our human resources department also attend compensation committee meetings. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by our compensation committee to make presentations, provide financial or other background information or advice or otherwise participate in our compensation committee meetings.
In making executive compensation determinations (other than for our CEO), our compensation committee considers recommendations from our CEO. In making his recommendations, our CEO receives input from our human resources department and from the individuals who manage or report directly to the other executive officers, and he reviews various third party compensation surveys and compensation data provided by the independent compensation consultant to our compensation committee, as described in the section of this proxy statement entitled “Executive Compensation—Compensation Discussion and Analysis.” While our CEO discusses his recommendations for the other executive officers with our compensation committee, he does not participate in the deliberations and recommendations to our board concerning, or our board’s determination of, his own compensation. The charter of our compensation committee grants our compensation committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and consultants and other external resources that our compensation committee considers necessary or appropriate in the performance of its duties. In particular, our compensation committee has the authority, in its sole discretion, to retain or obtain, at our expense, compensation consultants to assist in its evaluation of executive compensation, and is directly responsible for the appointment, compensation and oversight of the work of its compensation consultants. Our compensation committee engages an independent compensation consultant each year to provide a competitive compensation assessment with respect to the executive officers to assist our compensation committee in making annual compensation decisions. Since 2010, Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, has been engaged by our compensation committee 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 compensation, and similar advice regarding non-employee director compensation.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
The charter of our compensation committee provides that our compensation committee may delegate any responsibility or authority of our compensation committee under its charter to the chair of the committee or to one or more committee members, including subcommittees, except to the extent inconsistent with any applicable laws and rules, including the Nasdaq listing standards. Our compensation committee does not, however, delegate any of its functions to others in determining or recommending executive or director compensation.
For additional information regarding our processes and procedures for the consideration and determination of executive compensation, including the role of Radford in determining and recommending executive compensation, see the section of this proxy statement entitled “Executive Compensation—Compensation Discussion and Analysis.” With respect to director compensation matters, our compensation committee recommends to our board and our board determines and sets non-employee director compensation.
Our compensation arrangements for our non-employee directors are described under the section of this proxy statement entitled “Director Compensation.”
Nominating and Corporate Governance Committee
The primary responsibilities of our nominating committee include:
overseeing all aspects of our corporate governance functions on behalf of our board;
making recommendations to our board regarding corporate governance issues;
identifying, reviewing and evaluating candidates to serve on our board, and reviewing and evaluating incumbent directors;
reviewing, evaluating and considering the recommendation for nomination of incumbent members for reelection to our board and monitoring the size of our board;
recommending director candidates to our board;
overseeing on behalf of our board our compliance with applicable laws and regulations, other than the financial compliance issues overseen by our audit committee;
overseeing on behalf of our board our risk management matters, other than with respect to risks that are financial or information security risks (as to which our audit committee has oversight responsibility on behalf of our board) or risks related to compensation policies (as to which our compensation committee has oversight responsibility on behalf of our board);
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 and its committees, and recommending and implementing board’s self-evaluation process;
overseeing our ESG strategy and practices and periodically reviewing and discussing with management our practices with respect to ESG matters that are expected to have a significant impact on our performance, business activities, or reputation; and
reviewing, discussing and assessing the performance of our board, including committees of our board, seeking input from all board members, senior management and others.
Each member of our nominating committee meets the independence requirements of the Nasdaq listing standards.
Our nominating committee met five times during 2023.
Our nominating committee is governed by a regularly reviewed, Board approved charter, which is available on our website, www.jazzpharmaceuticals.com.
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Science and Medicine Committee
Our SMC reviews research, development and technology, or R&D, initiatives. Specific responsibilities of our SMC include:
review and advise management and our board regarding the strategy, direction, value and progress of our R&D program, pipeline and technology platforms;
review and advise management and our board on pertinent scientific, technological and medical elements of our corporate development opportunities and transactions;
review and advise management and our board on our 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.
During 2023, our SMC met four times. Our SMC is governed by a regularly reviewed, board approved charter, which is available on our website, www.jazzpharmaceuticals.com.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Risk Oversight
We recognize that risks are an inherent part of conducting business in today’s environment.
Our board provides oversight of our risk management, including financial, operational, business, intellectual property, information technology (including cybersecurity), public policy, reputational risk, governance and compliance. At its regular meetings, our board is updated with respect to relevant risks by each committee chair, with an opportunity to raise questions and give feedback. Senior Management also regularly presents to our board on material risks and concerns and/or significant related updates to them.
Our Enterprise Risk Management, or ERM, is a comprehensive business strategy designed to identify, assess, prepare for and mitigate risks that may affect us. Governed by our nominating committee with oversight from our senior management, our ERM team facilitates this ERM program. This team is comprised of senior cross-functional management and subject matter experts who meet at least twice a year to review and consider high risks and changes to our risk profile. Subsequent reviews and reporting are then provided to our nominating committee and our senior management, as applicable. Our proactive and collaborative approach to ERM is designed to allow us to not only safeguard our business but to also contribute positives to our stakeholders, communities and environment in which we operate.
Audit Committee
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Our audit committee is responsible for overseeing our financial reporting process on behalf of our board 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 addresses our cybersecurity risk management as part of its general oversight function. Our Audit Committee helps oversee our cybersecurity risk management processes, including oversight of risks from cybersecurity threats. 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
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Our compensation committee approves compensation of executive officers and all material compensation plans 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 board 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 & Corporate Governance Committee
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Our nominating committee oversees the company’s risk management other than those concerning our company’s major financial, business or cybersecurity risk exposures or risks related to our compensation programs and policies, on behalf of our board. Our nominating committee has oversight responsibility over our ESG program and strategy and compliance and ethics program. Our nominating committee has had oversight responsibility related to administration of and certifies to compliance with our 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. Our period of compliance obligations under the CIA has expired; however, we remain obligated to submit a final report and remain to subject to the CIA until that report has been reviewed and it is confirmed that we have met our obligations under the CIA. Additionally, our nominating committee maintains oversight over our 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. Our nominating committee review program methodology and results to ensure management has properly identified and are monitoring enterprise risks.
Science & Medicine Committee
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Our SMC is responsible for overseeing research, development and technology initiatives. Our SMC also discusses significant emerging trends, issues and risks in science and technology and considers the potential impact these may have on us.
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Ethical Business Practices
We are committed to conducting our business with integrity and the pursuit of excellence in all that we do. Our management team and our board are committed to honesty and we strive to comply with all laws, rules, regulations and corporate policies that apply to our business, and we expect the same commitment from our employees, consultants, business partners and service providers. In particular, we are committed to acting responsibly, safely and with transparency in our interactions with patients, doctors and other stakeholders in the healthcare system.
Compliance and Ethics Program – I-CARE
I-CARE is our philosophy that acknowledges it takes more than just striving to adhere to the law and company policy to create a healthy and ethical corporate culture. The following elements comprise I-CARE:
Integrity: Our corporate value of integrity is the foundation of our approach.
Compliance: The elements of an effective compliance program are managed in a way designed to deter, detect, and respond appropriately to potential wrongdoing.
Accountability: Every employee is asked to play a role in ensuring our actions live up to our 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.
I-CARE strives to create a strong, effective compliance and ethics program by educating and advising our employees to empower smart risk decisions, advance our value of integrity, and promote operational efficiencies.
We have established various methods of confidential communication for our employees, vendors and others to report suspected violations of laws, rules, regulations or company policies. Where permitted by local laws, anonymous reporting is available.
Chief Compliance and Ethics Officer
The Chief Compliance and Ethics Officer is responsible for designing and implementing our compliance program, managing the I-CARE team and compliance program elements, and administering the obligations and reporting requirements of the CIA. The Chief Compliance and Ethics Officer reports to the CEO, and makes periodic reports to our board.
Corporate Compliance Committee
The corporate compliance committee is comprised of members of our management team and is responsible for overseeing the implementation and effectiveness of our compliance program to support the Chief Compliance and Ethics Officer. The corporate compliance committee’s responsibilities include:
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.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Board Oversight of Compliance
Our board oversees matters related to compliance requirements and our compliance program generally, including: the adequacy of resources dedicated to the compliance function; the identification and handling of instances of non-compliance; and the overall effectiveness of the design and implementation of the compliance program. Our nominating committee has responsibility for review and oversight of matters related to compliance with U.S. federal health care program requirements and the obligations of the CIA, including the performance of the Chief Compliance and Ethics Officer and corporate compliance committee. Our nominating committee meets at least quarterly with the Chief Compliance and Ethics Officer to review our compliance program and annually adopt a resolution summarizing its review and oversight of Jazz’s compliance with U.S. federal health care program requirements and the obligations of the CIA. In addition, our board meets regularly with the Chief Compliance and Ethics Officer.
Anti-Corruption Policy
Our global Anti-Corruption Policy applies to all of our employees, directors and officers, our subsidiaries and affiliates, and third party vendors and other agents acting on our behalf. We are committed to complying with applicable anti-corruption and anti-bribery laws, including the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act (UKBA). The Anti-Corruption Policy is available on our website at www.jazzpharmaceuticals.com under the section entitled “Ethical Standards” under “Our Purpose.”
Anti-Slavery and Human Trafficking Commitment
We are committed to operating our global business with integrity and upholding a high level of ethical conduct among our employees and business partners including assessing and addressing the risk of modern slavery and human trafficking within our business operations and supply chain. We have existing procedures designed to assess our suppliers that provide materials for use in our tangible goods for sale, and we have enhanced these procedures to include steps for reasonably evaluating whether these suppliers have policies and procedures in place that are designed to promote compliance with applicable laws related to eradication of human trafficking, slavery and illegal child labor.
Code of Conduct
Our Code of Conduct applies to all of our employees, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and those of our subsidiaries. The Code of Conduct is available on our website at www.jazzpharmaceuticals.com under the section entitled “Ethical Standards” under “Our Purpose.” We intend to satisfy the disclosure requirements under Item 5.05 of SEC Form 8-K regarding any amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website at the website address and location specified above.
Political Contributions Guidance
Our Political Contributions Guidance outlines a process intended to ensure political contributions (including political action committee contributions) are made with transparency, segregated from lobby activities and also designed to ensure that these activities are conducted in accordance with the applicable federal, state, and local campaign and lobbying laws.
Other Corporate Governance Matters
New Director Orientation
We have a robust onboarding program for new directors, wherein all key Jazz materials and policies are shared with them, including comprehensive information and materials on our corporate, operational, financial and business activities/performance. Individual meetings for new directors are set up with members of the Jazz executive team and key leaders across the organization.
Anti-Hedging/Pledging Policy
Our insider trading policy prohibits directors, executive officers and other employees from engaging in speculative trading activities, including hedging transactions or other inherently speculative transactions with respect to our securities. Our insider trading policy also prohibits directors, executive officers and other employees from pledging our securities as collateral for any loans.
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Clawback Policy
In November 2023, our compensation committee adopted an incentive compensation recoupment policy, or Clawback Policy, that complies with the new listing standards adopted by Nasdaq that implement the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and applies to our executive officers (as defined in applicable SEC rules). The Clawback Policy, which replaces and supersedes our prior clawback policy adopted in April 2021, requires us to recover from covered executive officers the amount of erroneously awarded compensation resulting from an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. The Clawback Policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023.
Share Ownership Guidelines for Directors and Executive Officers
We maintain and periodically review share ownership guidelines for our non-employee directors, CEO and certain other employees who serve on our executive committee. More information about our share ownership guidelines can be found under the sections of this proxy statement entitled “Executive Compensation—Compensation Discussion and Analysis—Additional Compensation Information—Ownership Guidelines for Executive Officers” and “Director Compensation—Ownership Guidelines for Directors.”
Shareholder Ability to Call Extraordinary Meetings
Irish law provides that shareholders holding 10% or more of the total voting rights may at any time request that the directors call an extraordinary general meeting (i.e., special meeting). The shareholders who wish to request an extraordinary general meeting must deliver to our principal executive office a written notice, signed by the shareholders requesting the meeting and stating the purposes of the meeting. If the directors do not, within 21 days of the date of delivery of the request, proceed to convene a meeting to be held within two months of that date, those shareholders (or any of them representing more than half of the total voting rights of all of them) may themselves convene a meeting within a specified period, but any meeting so convened cannot be held after the expiration of three months from the date of delivery of the request.
Shareholder Communications with our Board
Our board believes that shareholders should have an opportunity to communicate with our board, and efforts have been made to ensure that the views of shareholders are heard by our board or individual directors, as applicable, and that appropriate responses are provided to shareholders in a timely manner. We believe that our responsiveness to shareholder communications to our board has been excellent. Shareholders interested in communicating with our board or a particular director (including our Chairperson or our Lead Independent Director) may do so by sending written communication to: Jazz Pharmaceuticals plc, Attention: Company Secretary, Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. Each communication should set forth the name and address of the shareholder as it appears on our records (and, if the shares are held by a nominee, the name and address of the beneficial owner of the shares), and the number of our ordinary shares that are owned of record by the record holder or beneficially by the beneficial owner, as applicable. Our Company Secretary will, in his or her discretion, screen out communications from shareholders that are not related to the duties and responsibilities of our board. The purpose of this screening is to allow our board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). If deemed an appropriate communication, our Company Secretary will forward the communication, depending on the subject matter, to the Chairperson, the Lead Independent Director or the chair of the appropriate committee of our board.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our ordinary shares as of May 1, 2024 (except as noted) by: (i) each director; (ii) each of the executive officers named in the Summary Compensation Table under “Executive Compensation” below (referred to throughout this proxy statement as our NEOs); (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our ordinary shares.
Beneficial Ownership (2)
Name and Address of Beneficial Owner (1)
Number of Shares
(#)
Percentage of Total
(%)
5% Shareholders:
BlackRock, Inc. (3)
50 Hudson Yards
New York, NY 10001
7,055,747 11.2 %
The Vanguard Group (4)
100 Vanguard Blvd.
Malvern, PA 19355
6,363,748 10.1 %
Named Executive Officers and Directors:
Bruce C. Cozadd (5)
899,956 1.4 %
Renée Galá (6)
58,189 *
Patricia Carr (7)
23,313 *
Robert Iannone, M.D., M.S.C.E (8)
85,644 *
Neena M. Patil (9)
66,958 *
Daniel N. Swisher, Jr. (10)
93,669 *
Kim Sablich (11)
47,647 *
Jennifer E. Cook (12)
10,288 *
Patrick G. Enright (13)
33,176 *
Peter Gray (14)
41,843 *
Patrick Kennedy— *
Heather Ann McSharry (15)
42,553 *
Seamus Mulligan (16)
1,198,150 1.9 %
Kenneth W. O’Keefe (17)
54,943 *
Anne O‘Riordan (18)
28,146 *
Norbert G. Riedel, Ph.D. (19)
39,480 *
Mark D. Smith, M.D. (20)
10,288 *
Catherine A. Sohn, Pharm.D. (21)
40,643 *
Rick E Winningham (22)
36,219 *
All current directors and executive officers as a group (20 persons) (23)
2,694,942 4.2 %
*    Less than 1%.
(1)Unless otherwise provided in the table above or in the notes below, the address for each of the beneficial owners listed is c/o Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland.
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(2)This table is based upon information supplied by officers and directors as well as Schedules 13G or 13G/A filed with the SEC by beneficial owners of more than five percent of our ordinary shares. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole voting and investment power with respect to the ordinary shares indicated as beneficially owned. Applicable percentages are based on 63,039,821 ordinary shares outstanding on May 1, 2024, adjusted as required by rules promulgated by the SEC. The number of shares beneficially owned includes ordinary shares issuable pursuant to the exercise of stock options that are exercisable and RSUs that will vest within 60 days of May 1, 2024. Shares issuable pursuant to the exercise of stock options that are exercisable and RSUs that will vest within 60 days of May 1, 2024 are deemed to be outstanding and beneficially owned by the person to whom such shares are issuable for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3)This information is based on a Schedule 13G/A filed with the SEC on January 24, 2024 by BlackRock, Inc., or BlackRock. According to the Schedule 13G/A, as of December 31, 2023, BlackRock has sole power to vote or direct the vote of 6,320,817 ordinary shares and sole power to dispose or direct the disposition of 7,055,747 ordinary shares. The Schedule 13G/A also indicates that BlackRock is acting as a parent holding company for a number of entities that beneficially owned the ordinary shares being reported. The Schedule 13G/A provides information only as of December 31, 2023 and, consequently, the beneficial ownership of the above-mentioned entity may have changed between December 31, 2023 and May 1, 2024.
(4)This information is based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, or Vanguard. According to the Schedule 13G/A, as of December 29, 2023, Vanguard has shared power to vote or direct the vote of 54,434 ordinary shares, sole power to dispose or direct the disposition of 6,211,844 ordinary shares, and shared power to dispose or direct the disposition of 151,904 shares. The Schedule 13G/A provides information only as of December 29, 2023 and, consequently, the beneficial ownership of the above-mentioned entity may have changed between December 29, 2023 and May 1, 2024.
(5)Includes 584,000 ordinary shares Mr. Cozadd has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(6)Includes 41,500 ordinary shares Ms. Galá has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(7)Includes 23,313 ordinary shares Ms. Carr has the right to acquire pursuant to options exercisable and within 60 days of May 1, 2024.
(8)Includes 57,500 ordinary shares Dr. Iannone has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(9)Includes 51,000 ordinary shares Ms. Patil has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(10)Includes 68,206 ordinary shares Mr. Swisher has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024. Mr. Swisher was an NEO for fiscal year ended December 31, 2023. Mr. Swisher retired as Jazz’s President and COO effective October 1, 2023.
(11)Includes 39,511 ordinary shares Ms. Sablich has the right to acquire pursuant to options exercisable and 4,200 shares Ms. Sablich is expected to receive pursuant to RSUs scheduled to vest, in each case, within 60 days of May 1, 2024. Ms. Sablich was an NEO for fiscal year ended December 31, 2023. Ms. Sablich ceased serving in her role as Executive Vice President and General Manager, US., and as an executive officer of Jazz on December 31, 2023, which was her last day of service in such capacity.
(12)Includes 6,475 ordinary shares Ms. Cook has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(13)Includes 15,305 ordinary shares Mr. Enright has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(14)Includes 28,850 ordinary shares Mr. Gray has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(15)Includes 28,850 ordinary shares Ms. McSharry has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(16)Includes 28,850 ordinary shares Mr. Mulligan has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(17)Includes 28,850 ordinary shares Mr. O’Keefe has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024. Includes 4,445 ordinary shares held by The Kenneth W. O’Keefe Trust U/A/D 2/12/1997, of which Mr. O’Keefe is the sole trustee and sole beneficiary.
(18)Includes 18,670 ordinary shares Ms. O’Riordan has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(19)Includes 28,850 ordinary shares Dr. Riedel has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(20)Includes 6,475 ordinary shares Dr. Smith has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(21)Includes 28,850 ordinary shares Dr. Sohn has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(22)Includes 28,850 ordinary shares Mr. Winningham has the right to acquire pursuant to options exercisable within 60 days of May 1, 2024.
(23)Includes 1,013,095 ordinary shares that our executive officers and non-employee directors have the right to acquire pursuant to options exercisable within 60 days of May 1, 2024. See footnotes (5) through (9) and (12) through (23) above. Because Mr. Swisher and Ms. Sablich are not currently serving as executive officers of Jazz Pharmaceuticals, the number of ordinary shares and percentage ownership indicated in the table above with respect to the beneficial ownership of all directors and executive officers as a group do not include any ordinary shares beneficially owned by Mr. Swisher and Ms. Sablich.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
EXECUTIVE OFFICERS
The following table provides information regarding our executive officers as of June 1, 2024.
NameAgePosition
Bruce C. Cozadd 60Chairperson and Chief Executive Officer
Renée Galá 52President and Chief Operating Officer
Robert Iannone, M.D., M.S.C.E57Executive Vice President, Global Head of Research and Development
Philip L. Johnson60Executive Vice President and Chief Financial Officer
Neena M. Patil 49Executive Vice President and Chief Legal Officer
Patricia Carr 53Senior Vice President, Chief Accounting Officer
Liz Henderson 52Senior Vice President, Technical Operations
Samantha Pearce 58Senior Vice President, Europe and International
Bruce C. Cozadd. Biographical information regarding Mr. Cozadd is set forth above under “Proposal 1—Election of Directors— Class III Directors Continuing in Office Until the 2026 Annual Meeting.”
Renée Galá was appointed our President and Chief Operating Officer in October 2023. Ms. Galá joined Jazz as Executive Vice President and Chief Financial Officer in March 2020. From January to June 2019, Ms. Galá served as the Chief Financial Officer of GRAIL, Inc., a private healthcare company focused on the early detection of cancer. Prior to that, from December 2014 to January 2019, she served as Senior Vice President and Chief Financial Officer of Theravance Biopharma, Inc., a biopharmaceutical company, following its spin-out from Innoviva, Inc. Ms. Galá joined Innoviva in 2006 and held various roles in the finance organization before leading the company’s spin-out transaction. Prior to that, Ms. Galá served in various roles in global treasury, pharmaceutical sales and corporate strategy/business development at Eli Lilly and Company, a global pharmaceutical company, from 2001 to 2006. Before joining Eli Lilly, Ms. Galá spent seven years in the energy industry in positions focused on corporate finance, project finance, and mergers and acquisitions. Ms. Galá serves on the board of directors of Gossamer Bio, Inc., a clinical-stage biopharmaceutical company, where she also chairs the audit committee. Ms. Galá previously served as a member of the board of Gyroscope Therapeutics (acquired by Novartis) and Corcept Therapeutics. Ms. Galá holds a B.S. in Mathematics from Vanderbilt University and an M.B.A. from Columbia Business School.
Robert Iannone, M.D., M.S.C.E. was appointed our Executive Vice President, Global Head of Research and Development as of May 2019. He also served as our Chief Medical Officer from December 2019 until October 2021. From April 2018 until May 2019, Dr. Iannone served as Head of Research and Development and Chief Medical Officer of Immunomedics, Inc., a biopharmaceutical company. Prior to that, from July 2014 to April 2018, Dr. Iannone served in the roles of Senior Vice President and Head of Immuno-oncology, Global Medicines Development and the Global Products Vice President at AstraZeneca plc, a global science-led biopharmaceutical company. From 2004 to 2014, Dr. Iannone served in management roles at Merck Co., Inc., a global biopharmaceutical company, culminating in his role as Executive Director and Section Head of Oncology Clinical Development. From 2001 to 2004, he served as Assistant Professor of Pediatrics and from 2004 to 2012 as Adjunct Assistant Professor of Pediatrics at the University of Pennsylvania School of Medicine. Dr. Iannone has been serving on the board of directors of Autolus Therapeutics plc, a clinical-stage biopharmaceutical company, since June 2023, and iTeos Therapeutics, Inc., a clinical-stage biopharmaceutical company, since May 2021. He has also served on the Cancer Steering Committee of the Foundation for the National Institutes of Health since 2011. Dr. Iannone joined the Scientific Advisory Board of Crossbow Therapeutics, Inc. in October 2023. Dr. Iannone previously served as director of Jounce Therapeutics, Inc., a clinical-stage immunotherapy company, from January 2020 to May 2023. Dr. Iannone holds a B.S. from The Catholic University of America, an M.D. from Yale University and an M.S.C.E. from University of Pennsylvania and completed his residency in Pediatrics and fellowship in Pediatric Hematology-Oncology at Johns Hopkins University.
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Philip L. Johnson was appointed our Executive Vice President and Chief Financial Officer as of March 2024. From January 2018 to February 2024, Mr. Johnson served as group vice president and treasurer at Eli Lilly and Company, a global pharmaceutical company. Joining Eli Lilly and Company in 1995, Mr. Johnson served in a variety of roles, increasing in responsibility. Prior to his tenure at Eli Lilly, he was a management consultant at McKinsey & Company and worked with investment banks in Milan, Italy and Chicago, Illinois. Mr. Johnson serves as an executive board member and Treasurer of the Indianapolis Urban League and as a board member of Lynx Capital. He also served on the board of directors of the Indiana Chamber of Commerce, Equity1821, AMR Action Fund and PrescriberPoint as well as an advisory committee member for Jumpstart Nova and Sixty8 Capital. Mr. Johnson holds a B.S. in Finance from the University of Illinois and an MBA from the Kellogg School of Management at Northwestern University.
Neena M. Patil was appointed our Executive Vice President and Chief Legal Officer as of August 2022. Ms. Patil joined Jazz Pharmaceuticals as Senior Vice President and General Counsel in July 2019. From September 2018 to July 2019, Ms. Patil served as Senior Vice President, General Counsel and Corporate Secretary of Abeona Therapeutics Inc., a clinical-stage biopharmaceutical company. Prior to that, from May 2008 to October 2016, Ms. Patil served in management positions at Novo Nordisk Inc., a global healthcare company, culminating in her role as Vice President for Legal Affairs and Associate General Counsel. Prior to 2008, she worked for several other global biopharmaceutical companies including Pfizer, GPC Biotech and Sanofi. Ms. Patil serves on the board of directors of Teleflex, Inc., a global provider of medical technologies. Ms. Patil also serves on the U.S. Board of Mothers 2 Mothers, a global health care organization operating in Africa. Ms. Patil holds a B.A. from Georgetown University and a J.D. and Master of Health Services Administration from the University of Michigan.
Patricia Carr was appointed our Senior Vice President and Chief Accounting Officer as of August 2021 and served as our interim Principal Financial Officer from October 2023 to March 1, 2024. Ms. Carr joined Jazz Pharmaceuticals as Vice President, Finance in July 2012 and was appointed Principal Accounting Officer in August 2019. Prior to that, from September 2011 to July 2012, she served as Vice President, Finance of Alkermes plc, a global biopharmaceutical company. From June 2002 to September 2011, she served in a number of roles in Elan Corporation, a neuroscience-based biotechnology company, most recently as Vice President, Finance. Ms. Carr is a Fellow of the Institute of Chartered Accountants (Ireland) and holds a BComm from the University of Galway.
Liz Henderson was appointed our Senior Vice President, Technical Operations as of August 2023. Prior to joining Jazz, Ms. Henderson held various roles of increasing responsibility at Merck KGaA, a global science and technology company. At Merck KGaA, she held positions in the Healthcare Business as Senior Vice President, APAC Region & Health Care Sustainability Lead from May 2020 to July 2023, as General Manager and Managing Director Merck UK & ROI from October 2018 to May 2020, as Executive Vice President, Head of Global Manufacturing and Supply from November 2016 to October 2018 and as Senior Vice President, Global Pharma Manufacturing from April 2015 to November 2016. From December 2008 to March 2015, Ms. Henderson held various management positions at Merck Life Science of Merck KGaA, culminating in her role as Vice President Global Operations. Prior to her tenure at Merck KGaA, Ms. Henderson held manufacturing leadership roles at Amgen, a global biotechnology company, from 2006 to 2007 and Pfizer, a global pharmaceutical and biotechnology company, from 1998 to 2006. Ms. Henderson holds a B.Sc. degree in Analytical Chemistry from Dublin City University, Ireland.
Samantha Pearce was appointed our Senior Vice President, Europe and International as of March 2020. From March 2010 to December 2019, Ms. Pearce held various global senior management positions with Celgene Corporation, a pharmaceutical company, most recently as Vice President and General Manager, International Markets. Prior to that, from August 2002 to March 2010, she served in management positions at AstraZeneca plc, a global pharmaceutical company, culminating in her role as Director, Specialist Care. Prior to August 2002, she worked for DuPont Pharmaceuticals, a global pharmaceutical company. Ms. Pearce holds a B.Sc. from Birmingham University, U.K. and an M.B.A. from Cranfield University, U.K.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the material elements of compensation for the following individuals who were our named executive officers, or NEOs, for the fiscal year ended December 31, 2023.
Bruce C. CozaddChairperson and Chief Executive Officer (CEO)
Renée Galá (1)
President, Chief Operating Officer (COO)
Patricia Carr (2)
Senior Vice President, Chief Accounting Officer (Former Interim Principal Financial Officer)
Robert IannoneExecutive Vice President, Global Head of Research and Development
Neena M. PatilExecutive Vice President and Chief Legal Officer
Daniel N. Swisher, Jr. (3)
Former President and Chief Operating Officer
Kim Sablich (4)
Former Executive Vice President and General Manager, US
(1)Ms. Galá became Jazz’s President and COO effective October 1, 2023. Prior to October 1, 2023, Ms. Galá was Jazz’s Executive Vice President and Chief Financial Officer.
(2)Ms. Carr served as Jazz’s Interim Principal Financial Officer from October 1, 2023 to March 1, 2024. Ms. Carr has also served as our Senior Vice President and Chief Accounting Officer since August 2021.
(3)Mr. Swisher retired as Jazz’s President and COO effective October 1, 2023.
(4)Ms. Sablich ceased serving in her role as Executive Vice President and General Manager, US., and as an executive officer of Jazz on December 31, 2023, which was her last day of service in such capacity.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Table of Contents
Compensation Discussion and Analysis
Executive Summary
Our Business
2023 Performance Highlights
Key Features of Our Executive Compensation Program
2023 Pay-for-Performance Overview
Compensation Philosophy and Objectives
How We Determine Executive Compensation
Role of Our Compensation Committee
Role of Our CEO and Management
Annual Executive Compensation Program Cycle
Role of the Independent Compensation Consultant
Competitive Assessment of Compensation - Peer Companies and Market Data
Factors Used in Determining Executive Compensation
2023 Advisory Vote on Executive Compensation and Shareholder Engagement
Key Components and Design of the Executive Compensation Program
Total Direct Compensation
Components of Total Direct Compensation
Goals for and Achievement of 2023 Performance-Based Compensation
2023 Performance Bonus Program
Corporate Objectives
2023 – 2025 PSU Program
2023 Compensation Decisions for Our Named Executive Officers
General Approach
Summary of 2023 Compensation Decisions
Conclusion of Performance Period for 2021 PSUs
Individual NEO Compensation Decisions
Additional Compensation Information
Ownership Guidelines for Executive Officers
Clawback Policy
Change in Control Plan
Equity Grant Timing and Equity Plan Information
Accounting and Tax Considerations
Risk Assessment Concerning Compensation Practices and Policies
Reconciliations of Non-GAAP Adjusted Net Income
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Executive Summary
Our Business
We are a global biopharmaceutical company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with serious diseases—often with limited or no therapeutic options. We have a diverse portfolio of marketed medicines, including leading therapies for sleep disorders and epilepsy, and a growing portfolio of cancer treatments. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics in oncology and neuroscience.
Our strategy for growth is rooted in executing commercial launches and ongoing commercialization initiatives; advancing robust research and development, or R&D, 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. We focus on patient populations with high unmet needs. We identify and develop differentiated therapies for these patients that we expect will be long-lived assets and that we can support with an efficient commercialization model. In addition, we leverage our efficient, scalable operating model and integrated capabilities across our global infrastructure to effectively reach patients around the world.
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 2023, consistent with our strategy, we continued to focus on R&D activities within our oncology and neuroscience therapeutic areas.
2023 Performance Highlights
2023 was a year of continued strong execution across our business that exemplified our purpose to innovate to transform the lives of patients and their families. Our total revenue growth was led by the strength of our marketed therapies, including the continued adoption of Xywav® across both narcolepsy and idiopathic hypersomnia (IH), meaningful Epidiolex® growth and robust demand for Rylaze®. Building on several transformative years for R&D at our company, we have enhanced the breadth and depth of our pipeline, as well as our development capabilities.
Financial
2023 total revenues of $3,834.2 million increased 5% over 2022.
2023 GAAP(1) net income was $414.8 million, or $6.10 per diluted share compared to 2022 GAAP net loss of $(224.1) million, or $(3.58) per diluted share.
2023 non-GAAP adjusted net income(2) of $1,295.8 million, or $18.29 per diluted share, compared to $933.6 million, or $13.20 per diluted share, for 2022.
     7696581399810
(1)U.S. generally accepted accounting principles (GAAP).
(2)Non-GAAP adjusted net income (and the related per share measure) are non-GAAP financial measures. See “Reconciliations of Non-GAAP Adjusted Net Income” below.
(3)Includes high-sodium oxybate authorized generics royalty revenue.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Commercial
Neuroscience
Xywav net product sales were $1,273.0 million in 2023, an increase of 33% over 2022.
Epidiolex/Epidyolex® net product sales were $845.5 million in 2023, an increase of 15% over 2022.
Oncology
Rylaze net product sales were $394.2 million in 2023, an increase of 40% over 2022.
Initiated European rolling launch of Enrylaze® (JZP458; a recombinant Erwinia asparaginase or crisantaspase), marketed as Rylaze in the U.S. and Canada, in the fourth quarter of 2023.
Zepzelca® net product sales were $289.5 million in 2023, an increase of 7% over 2022.
Key Pipeline Highlights
In the fourth quarter of 2023, Jazz initiated the zanidatamab rolling biologics license application submission with the U.S. Food and Drug Administration, or FDA, for accelerated approval in second-line use in biliary tract cancer, which was completed in late March 2024. The HERIZON-GEA-01 trial, evaluating zanidatamab in 1L gastroesophageal adenocarcinoma, is ongoing.
Jazz has two ongoing trials for suvecaltamide (JZP385): a Phase 2b trial in patients with essential tremor and a Phase 2 trial in patients with Parkinson's disease tremor.
In the fourth quarter of 2023, Jazz enrolled its first patient in a Phase 1 study to investigate the safety, tolerability, pharmacokinetics, immunogenicity and preliminary antitumor activity of JZP898 both as a monotherapy and in combination with pembrolizumab in adults with advanced/metastatic solid tumors.
Corporate Development
In November 2023, we entered into an exclusive global license and collaboration agreement with Autifony to discover and develop drug candidates for two different ion channel targets associated with neurological disorders.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Key Features of Our Executive Compensation Program
What We doWhat We Don’t Do
üDesign executive compensation to align pay with performanceûNo excessive change in control or severance arrangements
üBalance short-term and long-term incentive compensation, with a majority of executive compensation being “at-risk”ûNo “single-trigger” cash or equity change in control benefits
üGrant equity awards that vest based on performance goals over a multi-year performance periodûNo repricing of underwater stock options without prior shareholder approval
üMaintain executive share ownership guidelinesûNo excessive perquisites
üProvide “double-trigger” change in control benefitsûNo tax gross ups on severance or change in control benefits
üProhibit hedging and pledging by executive officers and directorsûNo post-termination retirement or pension benefits that are not available to employees generally
üMaintain a clawback policyûNo guaranteed bonuses or base salary increases
üEstablish threshold and maximum levels of achievement for
payouts under our annual performance bonus plan and our
performance-vesting equity awards, including an overall cap on
individual payout amounts
üHave 100% independent directors on our compensation committee
üRetain independent compensation consultant who reports directly to our compensation committee
üMeet regularly in executive session without management present
2023 Pay-for-Performance Overview
As discussed throughout this Compensation Discussion and Analysis, our executive compensation program is designed to align executive pay with the achievement of our most critical financial and strategic objectives and the creation of long-term, sustainable shareholder value. The following 2023 compensation payouts were directly impacted by our achievement of pre-determined performance objectives.
Annual Performance Bonus Our 2023 annual performance bonus program is described in more detail below under “2023 Performance Bonus Program.” Our performance during 2023 against the bonus plan corporate objectives resulted in achievement at 95% of target.
Long-Term Incentive Our annual long-term incentive program consists of 50% time-vesting RSUs and 50% PSUs that are eligible to vest based on performance goals measured over a multi-year performance period. The PSUs granted for the 2021-2023 performance period provided senior executives the opportunity to earn share awards based on a mix of commercial and development goals measured from the close of our transaction with GW Pharmaceuticals on May 5, 2021, through December 31, 2023, modified by a TSR ranking versus peers, measured during the same period. Based on the achievement of the commercial and development objectives, the preliminary payout was 96% of target. However, our TSR ranked in the 26th percentile against peers, which reduced the payout by 24% based on the schedule that was established by our compensation committee at the time of grant. As a result, the final payout of the 2021-2023 PSU award cycle was 73% of target. Additional details about our PSU program and the 2021-2023 PSU award cycle are provided below under “Goals for and Achievement of 2023 Performance-Based Compensation—2023 – 2025 PSU Program” and “2023 Compensation Decisions for Our Named Executive Officers—Conclusion of Performance Period for 2021 PSUs.”
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2024 Proxy Statement | JAZZ PHARMACEUTICALS

2024 NOTICE OF MEETING AND PROXY STATEMENT
Compensation Philosophy and Objectives
Our executive compensation program is designed to support the following philosophy and objectives:
Attract, incentivize, reward and retain diverse, talented individuals with relevant experience in the life sciences industry through a competitive pay structure. We reward individuals fairly over time and seek to retain those individuals who continue to meet our high expectations.
Deliver balanced total compensation packages to accomplish our business objectives and mission. Our executive compensation program focuses on target total direct compensation, combining short-term and long-term components, cash and equity, and fixed and variable payments, in the proportions that we believe are the most appropriate to incentivize and reward our executive officers for achieving our corporate goals while minimizing incentives for excessive risk-taking or unethical conduct.
Align pay with our performance. As illustrated below, a substantial portion of our NEOs’ compensation opportunity is variable or “at-risk” and dependent upon our performance. Our annual performance bonus awards are not earned unless pre-determined levels of performance are achieved against annual corporate objectives approved by our board, upon recommendation of our compensation committee, at the beginning of the year. Likewise, our PSUs are not earned unless pre-determined levels of performance are achieved and our RSUs will not provide increased value unless there is an increase in the value of our shares, which benefits all shareholders. We also have executive share ownership guidelines to further support our ownership culture and align the interests of executive officers and shareholders.
How We Determine Executive Compensation
Role of our Compensation Committee
We refer to our compensation committee in this proxy statement as our compensation committee. Our compensation committee is (and was at all times during 2023) composed entirely of independent directors, as defined by the Nasdaq listing standards applicable to the independence of compensation committee members. Our compensation committee meets as often as it determines necessary to carry out its duties and responsibilities through regularly scheduled meetings and, if necessary, special meetings. Our compensation committee also has the authority to take certain actions by written consent of all members. The agenda for each compensation committee meeting is usually developed by members of our human resources department and our CEO, with input from members of our legal department, and is reviewed and finalized with the chairperson of our compensation committee.
Our compensation committee reviews and oversees our compensation policies, plans and programs and reviews and generally determines the compensation to be paid to the executive officers, including the NEOs. Our CEO’s compensation is approved by our compensation committee or the independent members of our board, upon recommendation from our compensation committee, after considering advice from its independent compensation consultant. References in this Compensation Discussion and Analysis to our board approving our CEO’s compensation are to the independent members of our board.
In making executive compensation determinations other than for our CEO, our compensation committee considers recommendations from our CEO.
Role of Our CEO and Management
In making his recommendations regarding executive compensation determinations, our CEO receives input from our human resources department and from the individuals who manage or report directly to the other executive officers, and he reviews various sources of market compensation data provided by the independent compensation consultant to our compensation committee, as described below. While our CEO discusses his recommendations for the other executive officers with our compensation committee, he does not participate in the deliberations and recommendations to our board concerning, or our board’s determination of, his own compensation. Members of our human resources department also attend compensation committee meetings.
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2024 NOTICE OF MEETING AND PROXY STATEMENT
Annual Executive Compensation Program Cycle
Below are the highlights of the annual cycle our compensation committee follows in reviewing and making decisions with respect to our executive compensation program.
1Q
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