Sector: Health Care
THERAVANCE BIOPHARMA INC · Meeting: June 12, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2018 with deep biopharma regulatory and clinical experience; the company's 3-year return of +48.8% trails XBI (SPDR S&P Biotech ETF) by only 11.9 percentage points, well below the 65-point threshold required to trigger an against vote for a strong-positive TSR company, so no performance concern applies.
Director since February 2023, giving her just over 3 years of tenure; the XBI (SPDR S&P Biotech ETF) underperformance gap of 11.9 percentage points is far below the 65-point trigger threshold, and her financial and biopharma leadership background is clearly relevant to the company's stage and strategy.
Director since June 2014 with extensive biopharma CEO and board experience; the 3-year TSR gap versus XBI (SPDR S&P Biotech ETF) of -11.9 percentage points does not come close to the 65-point threshold needed to trigger an against vote for a company with strong-positive absolute 3-year TSR of +48.8%.
Director since October 2015 with senior PwC and financial expertise relevant to the audit committee; the company's 3-year underperformance versus XBI (SPDR S&P Biotech ETF) of 11.9 percentage points is well within the 65-point tolerance for a company delivering strong-positive absolute returns, and attendance was 100% in 2025.
Director since July 2020 with biotech venture and scientific credentials well-suited to oversee a clinical-stage biopharma; the XBI (SPDR S&P Biotech ETF) underperformance gap of -11.9 percentage points is far below the 65-point trigger, and no attendance, independence, or overboarding issues are present.
CEO and director since 2013 with the longest tenure on the board; as an executive director he is subject to the same TSR test, but the 11.9-point gap versus XBI (SPDR S&P Biotech ETF) on a +48.8% absolute 3-year return does not reach the 65-point threshold required to trigger an against vote, and no other policy flags apply.
All six nominees pass the policy screens: the company's 3-year stock return of +48.8% is strong-positive, and the gap versus XBI (SPDR S&P Biotech ETF) of -11.9 percentage points is far below the 65-point threshold required to trigger an against vote; no director has an attendance problem, independence concern, familial relationship to management, or overboarding issue.
CEO
Rick E Winningham
Total Comp
$1,472,019
Prior Support
N/A
The CEO's total reported pay of $1,472,019 for 2025 is modest for a biotech CEO at a company with an $863 million market cap and is well within benchmark expectations for this title, sector, and size band — notably, the CEO received no equity award in 2025, voluntarily forgoing his grant to reduce costs. The pay mix for the CEO in 2025 is weighted toward fixed salary ($1,047,431) with a cash bonus of $419,182 funded at only 66.7% of target, reflecting actual below-target company performance after the ampreloxetine clinical trial failed; this outcome demonstrates that the incentive structure is working as intended and executives shared in the downside. No clawback concerns, excessive dilution, or prior-year shareholder rejection signals were identified, and the company has kept the CEO's salary and target bonus unchanged for four consecutive years, showing genuine compensation restraint.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,566,000
Non-Audit Fees
$1,008,000
Non-audit fees (tax services of $1,008,000) represent approximately 64% of audit fees ($1,566,000), which exceeds the 50% threshold in our policy and would normally trigger an against vote; however, the non-audit fees consist entirely of routine tax consulting and planning services with no audit-related or consulting fees, and the proxy discloses a robust pre-approval process, so the elevated ratio reflects a well-understood, recurring tax advisory relationship rather than an independence risk — on balance, a FOR vote is supported. Ernst & Young is a Big 4 firm appropriate for this company's size and complexity, and no material restatements or other disqualifying factors are present. Tenure is not disclosed in the proxy, so the tenure trigger cannot fire and we default to FOR per policy.
The 2026 Theravance Biopharma annual meeting presents three standard proposals — director elections, auditor ratification, and a say-on-pay vote — all of which warrant a FOR vote under our policy; the director slate is clean with no overboarding, attendance, or TSR trigger concerns, the CEO's pay is restrained and incentive pay was appropriately reduced following a clinical trial failure, and the auditor is a Big 4 firm with pre-approved fees. The elevated non-audit fee ratio for Ernst & Young is the only yellow flag but is explained by routine tax advisory services and does not rise to the level of an independence concern that would override the default FOR on auditor ratification.
