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Aine Miller

Senior Vice President, Development and Head of Ireland Office at Theravance BiopharmaTheravance Biopharma
Executive

About Aine Miller

Áine Miller, Ph.D., is Senior Vice President, Development and Head of Theravance Biopharma’s Ireland office. She was appointed SVP in November 2023 and has led regulatory, quality, clinical safety and pharmacovigilance functions since March 2022; prior roles included VP Regulatory, VP Regulatory & Medical Writing, and VP Regulatory, Quality, Clinical Safety & PV since joining in February 2020. She holds a BSc and PhD in Biotechnology from Dublin City University and has 20 years of global regulatory leadership, including negotiations with EMA, FDA and international agencies across multiple therapeutic areas . As of March 21, 2025, her age is 48 .

Company performance context during her tenure:

  • YUPELRI annual net sales rose to $239M in 2024 from $221M in 2023 (+8%) .
  • Pay‑versus‑performance TSR improved from $63.25 (2023) to $85.16 (2024); net income was $(56.4)M in 2024 vs $(55.2)M in 2023 and $872.1M in 2022 (reflecting the TRELEGY monetization effects) .

Past Roles

OrganizationRoleYearsStrategic Impact
AlkermesGlobal Senior Director of Regulatory5 years Led regulatory strategy across multiple development programs; served as Development Team Leader through NDA approval
ElanGlobal regulatory strategy (commercial & development programs)Led global regulatory strategic activities across programs
Allergan MedicalRegulatory roles of increasing responsibilityProgressed through increasing regulatory leadership roles

Fixed Compensation

LevelBase Salary (Disclosed?)Target Bonus %Program Design
Senior Vice PresidentNot individually disclosed for Dr. Miller50% of annual base salary (company policy for SVPs in 2024) Company-wide bonus program with pre‑established commercial, development, and corporate goals; individual bonuses scaled to corporate goal achievement and individual performance, capped at 200% of target

Note: Dr. Miller’s specific salary and bonus payouts are not disclosed. The table reflects SVP‑level policy.

Performance Compensation

MetricWeightingTargetActualPayout/Pool OutcomeVesting/Notes
YUPELRI Net SalesNot disclosedAnnual net sales target42% of target achieved 2024 bonus pool funded at 78% of target for CEO; 90% for other NEOs (company-wide outcome) Applies to company bonus pool; individual SVP awards depend on function and subjective assessment
Hospital SalesNot disclosedHospital sales target150% of target achieved See aboveSee above
Ampreloxetine Enrollment (Development)Not disclosedEnrollment milestone50% of target achieved See aboveDevelopment executives have PSUs tied to clinical milestones; after milestone, service‑based vesting applies (25% on Feb 20, 2025 and 6.25% quarterly thereafter)
Corporate OpexNot disclosedOperating expense goal110% of target achieved See above
BD TransactionsNot disclosed1–2 transactions75% of target achieved See above
Tax Structure OptimizationNot disclosedOptimize tax structure175% of target achieved See above
Employee EngagementNot disclosedEngagement goal100% of target achieved See above
PSUs (officer design)N/ADevelopment milestones (for development leads); stock price hurdles (for CEO/corporate)Hurdle-basedEarned upon milestones; CEO PSUs based on 20‑day average share price hurdlesAfter achievement, four‑year service vesting retroactive to grant date (25% on first vest date; 6.25% each quarterly vest date)

Note: Weightings by function are “pre‑established” but not numerically disclosed; the actual figures above are company achievements for 2024 .

Equity Ownership & Alignment

Policy ElementRequirementCompliance TimingHolding Requirement
Executive stock ownership guidelinesCEO: 6x base salary; Other executive officers: 2x base salary By Jan 1, 2023 or 5 years from becoming an executive officer, whichever is later If not in compliance at measurement date, expected to hold 50% of after‑tax shares acquired until compliant
Hedging/PledgingPolicy
Derivatives & HedgingDirectors, officers, and employees are prohibited from engaging in transactions in publicly-traded options (puts/calls) and, although permission is theoretically required for hedging/monetization transactions, the company has not and does not intend to approve any hedging

Beneficial ownership for Dr. Miller is not disclosed in the proxy’s beneficial ownership table; no pledging disclosures specific to Dr. Miller are provided .

Employment Terms

ScenarioEligibility ScopeCash SeveranceBenefits ContinuationEquity TreatmentOther
Non‑CIC termination (US‑based NEOs)Named executive officers (US-based; excludes CEO) 100% of annual base salary (lump sum) Health & welfare up to 12 months or COBRA expiration 12 months acceleration of time‑based equity Requires release of claims
CIC termination (within 3 months before or 24 months after)Named executive officersSenior Vice Presidents: 150% of annual base salary + 150% of target bonus (lump sum); CEO: 200% Up to 18 months or COBRA expiration Full vesting of unvested options/other equity (PSUs assessed at CIC Value with interpolation; forfeiture if below Base Value) Pro‑rata target bonus for year of termination
CIC PSU assessmentNEO PSUsPerformance measured at CIC using per‑share CIC Value; if CIC Value < grant date Base Value ($10.35), PSUs forfeited; between Base and target, straight-line interpolation; service vesting continues four years from Feb 20, 2025

The plan above applies to named executive officers; Dr. Miller’s specific severance eligibility and whether non‑CIC provisions apply to Ireland-based executives are not disclosed .

Performance & Track Record

  • Development leadership: completed the open-label portion of the pivotal Phase 3 CYPRESS ampreloxetine study in Q3 2025; topline results anticipated in Q1 2026 . Program highlighted through publications and four AAS 2025 presentations; Dr. Miller led development/regulatory updates on investor calls .
  • 2024 company accomplishments: YUPELRI net sales increased 8% to $238.6M; hospital volumes grew 41% YoY; $50M TRELEGY royalty milestone achieved for 2024 sales levels; Strategic Review Committee formed in November 2024 .

Company performance metrics

MetricFY 2022FY 2023FY 2024
TSR – value of initial fixed $100 investment$63.14 $63.25 $85.16
Net Income (USD thousands)$872,132 $(55,193) $(56,418)

YUPELRI annual net sales

Year201920202021202220232024
Net Sales ($USD Millions)$55 $143 $162 $202 $221 $239

Compensation Committee Analysis

  • Committee composition (2024–2025): Independent directors Broshy (Chair), Grant, Mitchell, O’Connor; Ms. Gray joined in 2023 and served as a member (2024) .
  • Independent consultant: FW Cook engaged by the compensation committee; no conflicts identified; advises on executive and director compensation benchmarking and plan design .
  • 2025 decisions: to manage compensation costs, the CEO received no annual equity grant; annual replenishment equity awards for NEOs (other than CEO) were solely time‑vested RSUs .

Say‑On‑Pay & Shareholder Feedback

  • 2024 advisory vote: 99% “For” on NEO compensation .
  • 2025 AGM voting (May 19, 2025): Proposal Three (NEO compensation) received 30,154,992 For; 374,257 Against; 9,536,311 Abstentions; 5,680,519 Broker Non‑Votes .

Investment Implications

  • Alignment: As an SVP overseeing development, Dr. Miller’s incentives are shaped by the company’s officer equity design—development executives earn PSUs for clinical milestones with subsequent service-based vesting—linking payout to execution in CYPRESS and regulatory progress, while stock ownership guidelines require building meaningful “skin‑in‑the‑game” over five years .
  • Retention risk: Robust CIC severance for Senior VPs exists for named executive officers; non‑CIC severance applies to US‑based NEOs only. Dr. Miller’s Ireland-based role and non‑disclosed NEO status leave some ambiguity on non‑CIC protections, but milestone‑tied PSUs and overlapping RSU schedules support retention incentives through Q1 2026 data .
  • Insider selling pressure: Hedging and derivatives are prohibited, reducing potential sell‑pressure via monetization strategies; no pledging disclosed for Dr. Miller .
  • Trading signals: The Q1 2026 ampreloxetine Phase 3 catalyst under Dr. Miller’s remit is a key near‑term driver; YUPELRI’s strengthening cash flow provides funding stability. Positive CYPRESS outcomes could unlock value and PSU vesting, while Strategic Review dynamics may alter incentive realizations (CIC PSU interpolation) .