VERTEX PHARMACEUTICALS INC / MA
For the period ended May 13, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Apr 2, 2026
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Contents
PAY VERSUS PERFORMANCE
Pursuant to Item 402(v) of Regulation S-K, we are presenting information that describes the relationship between compensation actually
paid, as computed under the rules prescribed by Item 402(v), to our NEOs and certain financial performance measures for the
company’s five most recently completed fiscal years. For more information about our executive compensation program, refer to the
Compensation Discussion and Analysis section of this proxy statement starting on page 49.
| Year · SummaryCompensationTable Total forCEO(1) · CompensationActually Paidto CEO(2) · AverageSummaryCompensationTable Total forNon-CEONEOs(3) · AverageCompensationActually Paidto Non-CEONEOs(4) · Total ShareholderReturn (Value ofInitial Fixed $100Investment) · Net Income(Loss)(7) · Net ProductRevenue(8) | ||||||||
|---|---|---|---|---|---|---|---|---|
| VRTXTSR(5) · NBITSR(6) | ||||||||
| 2025 | $21,144,261 | $38,218,069 | $7,727,328 | $13,414,754 | $191.83 | $124.75 | $4.0Billion | $11.97Billion |
| 2024 | $21,538,668 | $43,611,733 | $8,088,674 | $18,370,307 | $170.39 | $93.49 | $(0.5)Billion | $11.02Billion |
| 2023 | $20,594,441 | $44,202,174 | $7,376,771 | $18,104,165 | $172.16 | $94.03 | $3.6Billion | $9.87Billion |
| 2022 | $15,864,497 | $29,529,089 | $8,982,257 | $18,263,330 | $122.19 | $89.90 | $3.3Billion | $8.93Billion |
| 2021 | $15,198,856 | $18,341,489 | $7,193,835 | $8,969,051 | $92.92 | $100.02 | $2.3Billion | $7.57Billion |
(1)This column reflects the amounts reported in the “Total” column of the Summary Compensation Table for Reshma Kewalramani, our CEO.
(2)The amounts in this column reflect the Compensation Actually Paid for Reshma Kewalramani, our CEO. The amounts in the following table reflect the
adjustments (additions/deductions) to the Summary Compensation Table Total to determine Compensation Actually Paid. Adjustments (additions/
deductions) are not listed for Pension/Non-Qualified Deferred Compensation because we do not offer these plans.
| Year | SummaryCompensationTable Total | AmountsDeducted fromGrant Date Valueof Annual Equity | Amounts Addedfor the Fair Valueof AwardsGranted DuringFiscal Year | Amounts Addedfor AwardsGranted & Vested During Fiscal Year | AmountsAdded/Deducted forAwards thatVested DuringFiscal Year | Amounts Added/Deducted for the Change in Fair Value of Awards Outstanding at Fiscal Year End(a) | Compensation Actually Paid |
|---|---|---|---|---|---|---|---|
| 2025 | $21,144,261 | $(15,002,270) | $16,164,097 | $— | $5,800,843 | $10,111,138 | $38,218,069 |
| 2024 | $21,538,668 | $(15,002,202) | $24,557,854 | $— | $1,298,423 | $11,218,990 | $43,611,733 |
| 2023 | $20,594,441 | $(15,001,894) | $24,692,933 | $— | $272,767 | $13,643,927 | $44,202,174 |
| 2022 | $15,864,497 | $(10,640,784) | $16,817,103 | $— | $768,712 | $6,719,561 | $29,529,089 |
| 2021 | $15,198,856 | $(10,924,599) | $14,344,492 | $— | $(659,323) | $382,063 | $18,341,489 |
(a)Pursuant to applicable SEC rules, the fair values at the end of each fiscal year for the financial PSU awards were valued at 125% as of December
31, 2025, and 200% as of December 31, 2024, 2023, 2022, 2021 and 2020; and, the non-financial PSU award for 2020 was valued at 200%, 50%
and 50% as of December 31, 2022, 2021 and 2020, respectively; the non-financial PSU award for 2021 was valued at 100%, 50% and 50% as of
December 31, 2023, 2022 and 2021, respectively; the non-financial PSU award for 2022 was valued at 200%, 50% and 0% as of December 31,
2024, 2023 and 2022, respectively; the non-financial PSU award for 2023 was valued at 200%, 100% and 50% as of December 31, 2025, 2024
and 2023, respectively; the non-financial PSU award for 2024 was valued at 200% and 200% as of December 31, 2025 and 2024, respectively;
the non-financial PSU award for 2025 was valued at 50% as of December 31, 2025.
(3)This column reflects the average of the amounts reported in the “Total” column of the Summary Compensation Table for our NEOs as a group
(excluding our CEO) for each of the periods presented. The NEOs included for purposes of computing the amounts in this column were as follows:
for 2025, Mr. Wagner, Mr. Arbuckle, Dr. Bozic, Mr. Sachdev and Dr. Tatsis; for 2024, Mr. Wagner, Dr. Altshuler, Mr. Arbuckle, and Dr. Tatsis; for 2023
and 2022, Mr. Wagner, Dr. Altshuler, Mr. Arbuckle, and Dr. Leiden; and for 2021, Mr. Wagner, Mr. Arbuckle, Dr. Leiden, and Dr. Tatsis.
(4)This column reflects the average of the Compensation Actually Paid for our NEOs as a group (excluding our CEO) for each of the periods presented.
The amounts in the following table reflect the adjustments to the Summary Compensation Table Total to determine Compensation Actually Paid. The
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NEOs included for purposes of computing the amounts in this column are listed in footnote (3) above. Adjustments (additions/deductions) are not
listed for Pension/Non-Qualified Deferred Compensation because we do not offer these plans.
| Year | SummaryCompensationTable Total | AmountsDeducted fromGrant Date Valueof Annual Equity | Amounts Addedfor the Fair Valueof AwardsGranted DuringFiscal Year | Amounts Addedfor AwardsGranted & VestedDuring Fiscal Year | AmountsAdded/Deducted forAwards thatVested DuringFiscal Year | Amounts Added/Deducted for the Changein Fair Value of AwardsOutstanding at FiscalYear End(a) | Compensation Actually Paid |
|---|---|---|---|---|---|---|---|
| 2025 | $7,727,328 | $(5,753,864) | $4,813,532 | $711,634 | $2,732,414 | $3,183,710 | $13,414,754 |
| 2024 | $8,088,674 | $(5,496,460) | $8,997,325 | $— | $526,590 | $6,254,178 | $18,370,307 |
| 2023 | $7,376,771 | $(5,590,153) | $8,606,944 | $812,533 | $236,286 | $6,661,784 | $18,104,165 |
| 2022 | $8,982,257 | $(7,261,199) | $9,489,852 | $1,062,531 | $538,093 | $5,451,796 | $18,263,330 |
| 2021 | $7,193,835 | $(5,687,759) | $6,319,320 | $1,125,037 | $(778,741) | $797,359 | $8,969,051 |
(a)Pursuant to applicable SEC rules, the fair values at the end of each fiscal year for the financial PSU awards were valued at 125% as of December
31, 2025, and 200% as of December 31, 2024, 2023, 2022, 2021 and 2020; and, the non-financial PSU award for 2018 was valued at 200% as of
December 31, 2020; the non-financial PSU award for 2019 was valued at 200% and 100% as of December 31, 2021 and 2020, respectively; the
non-financial PSU award for 2020 was valued at 200%, 50% and 50% as of December 31, 2022, 2021 and 2020, respectively; the non-financial
PSU award for 2021 was valued at 100%, 50% and 50% as of December 31, 2023, 2022 and 2021, respectively; the non-financial PSU award for
2022 was valued at 200%, 50% and 0% as of December 31, 2024, 2023 and 2022, respectively; the non-financial PSU award for 2023 was
valued at 200%, 100% and 50% as of December 31, 2025, 2024 and 2023, respectively; the non-financial PSU award for 2024 was valued at
200% and 200% as of December 31, 2025 and 2024, respectively; the non-financial PSU award for 2025 was valued at 50% as of December 31,
(5)This column represents our cumulative total shareholder return (“TSR”) under SEC rules from December 31,2020, the last trading day before the start
of 2021, through the last trading day for the applicable fiscal year in the table. TSR is calculated by dividing the sum of the cumulative amount of
dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of
the measurement period by our share price at the beginning of the measurement period.
(6)This column represents the TSR of the NBI, our selected peer group, which is the same peer group used for purposes of Item 201(e) of Regulation
S-K from December 31, 2020, the last trading day before the start of 2021, through the last trading day for the applicable fiscal year in the table,
assuming reinvestment of dividends and weighted according to the respective companies’ stock market capitalization at the beginning of each
period for which a return is indicated.
(7)This column reflects net income (loss) as reported for each year in our Annual Report on Form 10-K. In 2024, we had a net loss of $536 million, which
reflected our strong operating results offset by $4.4 billion of AIPR&D expense related to our acquisition of Alpine.
(8)This column reflectsnet product revenue as reported for each year in our Annual Report on Form 10-K. For purposes of the table above, we have
selected net product revenue as the financial performance measure representing the most important financial performance measure used to link
executive compensation actually paid to our financial performance in the most recently completed fiscal year. Please see the Compensation
Discussion and Analysis section beginning on page 49 of this proxy statement for additional information.
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Relationship Between Pay and Performance
The relationships between certain specified measures in the pay-versus-performance table over the five most recently completed fiscal
years are provided below.
Compensation Actually Paid vs TSR (and TSR vs Peer Group TSR)
Compensation Actually Paid vs Net Income (Loss)
(1)
(1)As discussed in (7) above, our net loss in 2024 was primarily related to our acquisition of Alpine.
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Compensation Actually Paid vs Net Product Revenue
$11.02
$9.87
$8.93
List of Performance Measures
The tabular list below includes the three financial and non-financial performance measures that represent the most important
performance measures used to link compensation actually paid to company performance in 2025. The performance measures included
in this list are not ranked by relative importance.
Performance Measures Used to Link Executive Compensation Actually Paid to Company Performance for the Most Recently Completed Fiscal Year
Net Product Revenue
Pipeline Progression(1)
Adjusted Non-GAAP EBITDA(2)
(1)Pipeline progression is a non-financial performance measure used to link executive compensation to company performance and includes
achievements described on page 62 under Achievements– Marketed Products and Late-Stage Clinical Programs, on page 62 under Achievements
– Pipeline Growth, and on page 70 in the description of the 2022 three-year non-financial based PSU awards in the Performance Units Results Table.
(2)Adjusted non-GAAP EBITDA is a financial performance measure used to link compensation actually paid to company financial performance, as
described in Goals – Financial Strength. We calculated adjusted non-GAAP EBITDA by excluding interest, taxes, depreciation and amortization
expenses, as well as AIPR&D and certain other adjustments, from net income, as well as excluding each of our non-GAAP adjustments to pre-tax
income included in our “Reconciliation of GAAP to Non-GAAP Financial Information” in our quarterly earnings release filed on February 12, 2026, for
the year ended December 31,2025.
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