Independent
Tenure on this board
8.3 yrs
Also a director at
Arvinas Inc (ARVN)
6 nominees · 3 ballot items.
Vote to elect six directors, ratify Ernst & Young LLP as the independent registered public accounting firm for 2026, and approve a non‑binding advisory resolution on the company’s executive compensation (“Say on Pay”).
Elect six directors (Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O’Connor, Deepika R. Pakianathan, and Rick E Winningham) to serve until the 2027 annual general meeting.
Ratify the appointment of Ernst & Young LLP as Theravance Biopharma, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non‑binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy (Item 402 disclosures).
This advisory “Say on Pay” proposal asks shareholders to approve, on a non‑binding basis, the company’s disclosure and overall approach to named executive officer compensation as presented under Item 402 of Regulation S‑K. Management is seeking shareholder endorsement to validate a compensation framework that emphasizes base salary stability, annual performance‑based cash bonuses tied to commercial, development and corporate goals, and long‑term equity (primarily RSUs) to align executives’ interests with shareholders. Notably, the CEO received no equity grant in 2025 and his base salary and target bonus were unchanged since 2021, reflecting management actions to restrain compensation and manage costs; broader changes include bonus funding that was 66.7% of target based on achievement of weighted corporate goals. The proposal must be approved by a simple majority of votes cast, but it is advisory and therefore not binding; the board and compensation committee state they will review and consider voting results in future compensation determinations. Contextually, the company experienced both commercial success with YUPELRI and a material negative development with the CYPRESS Phase 3 study for ampreloxetine (announced March 3, 2026), which has prompted a wind‑down of that program and an organizational restructuring to realize substantial cost savings; these developments bear directly on retention risk, incentive design, and near‑term compensation priorities. The compensation committee used an independent consultant (Frederic W. Cook & Co.) and continues to link payouts to clearly specified corporate milestones and performance metrics, while also preserving severance and change‑in‑control protections intended to align management behavior during strategic processes. For sophisticated investors evaluating governance risk, the proposal signals whether shareholders accept current pay-for‑performance linkages (including the use of performance‑based RSUs and caps on bonus funding) and the board’s stewardship during a period of strategic reassessment. The company’s prior advisory vote in 2025 received 98.8% support, which the board cites as validation of its approach; however, recent program setbacks and restructuring may prompt shareholders to scrutinize whether incentives remain appropriately calibrated to long‑term value creation. Finally, although approval would reinforce the board’s current compensation philosophy, a significant vote against could trigger a more substantial review of pay practices, goal setting, and executive retention strategies during the ongoing strategic review.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Madison Avenue Partners, LP | 18.4% | 9,511,150 | $154M |
| 2 | Weiss Asset Management LP | 14.5% | 7,457,060 | $121M |
| 3 | Newtyn Management, LLC | 9.4% | 4,841,629 | $79M |
| 4 | Irenic Capital Management LP | 5.4% | 2,760,948 | $45M |
| 5 | BlackRock, Inc. | 3.9% | 2,001,339 | $32M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 1,783,753 | $29M |
| 7 | BlackRock, Inc. | 2.7% | 1,371,052 | $22M |
| 8 | STATE STREET CORP | 2.5% | 1,297,323 | $21M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.5% | 1,276,576 | $21M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.4% | 1,258,497 | $20M |
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