Aziz Sawaf
Theravance BiopharmaAbout Aziz Sawaf
Aziz Sawaf, CFA, is Senior Vice President and Chief Financial Officer of Theravance Biopharma, Inc. (TBPH) since January 2023, after serving as VP of Finance from October 2021 to December 2022 and holding finance roles at TBPH since June 2014; prior roles include finance positions at Gilead Sciences (~4 years), Amgen, consulting, and internet start-ups . He holds a BA in Finance (University of Arizona), an MBA (USC Marshall), and a Master of Biotechnology Enterprise & Entrepreneurship (Johns Hopkins), is a CFA Charterholder since 2013, and serves on the California Life Sciences Association board (Finance and Development Committees) since 2023 . TBPH’s pay structure for NEOs ties annual bonuses to commercial, R&D, and corporate goals and 2024 equity included RSUs and market-based PSUs with share price appreciation targets; pay-versus-performance disclosures link NEO compensation to company performance, including TSR analysis, though specific TSR values are not detailed in the excerpt .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Theravance Biopharma, Inc. | Senior Vice President, Chief Financial Officer | Since Jan 2023 | Finance leadership; member of Senior Leadership Team |
| Theravance Biopharma, Inc. | Vice President of Finance | Oct 2021–Dec 2022 | Senior Leadership Team; finance oversight |
| Theravance Biopharma, Inc. | Finance roles | Jun 2014–Oct 2021 | Increasing responsibility across finance organization |
| Gilead Sciences | Finance roles supporting Commercial and R&D | ~4 years (dates not disclosed) | Supported commercial and R&D financial operations |
| Amgen | Finance roles | Not disclosed | Finance experience in biopharma |
| Various | Consulting and internet start-up finance | Not disclosed | Early-stage and advisory finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| California Life Sciences Association (CLS) | Board Member; Finance & Development Committees | Since 2023 | Industry engagement and governance |
Fixed Compensation
Multi-year summary compensation (NEO SCT):
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 448,500 | 462,375 |
| Bonus | 9,000 | — |
| Share Awards (grant-date fair value) | 803,200 | 790,624 |
| Non-Equity Incentive Plan Compensation (annual bonus earned) | 126,000 | 197,000 |
| All Other Compensation | — | 777 |
| Total | 1,386,700 | 1,450,777 |
2024 fixed elements:
- Base salary set: $463,500; target bonus: 50% of base salary for SVPs .
- 2024 annual bonus program funded at 90% of target for non-CEO NEOs; CFO payout applied at 85% of target, resulting in $197,000 cash bonus .
Performance Compensation
Annual bonus metrics and outcomes (2024):
| Category | Specific Goal | Target (quant) | Achievement (%) | Payout impact |
|---|---|---|---|---|
| Commercial | Net sales target | Not disclosed | 42% | Reduced CEO/NEO pool |
| Commercial | Hospital sales target | Not disclosed | 150% | Positive impact |
| R&D | Ampreloxetine enrollment | Not disclosed | 50% | Mixed impact |
| Corporate | Operating expense | Not disclosed | 110% | Positive impact |
| Corporate | 1–2 BD transactions | Not disclosed | 75% | Moderate impact |
| Corporate | Optimize corporate tax structure | Not disclosed | 175% | Significant positive impact |
| Corporate | Employee engagement initiatives | Not disclosed | 100% | Neutral to positive |
| Overall | NEO bonus pool | NA | 90% target; CFO payout 85% | $197,000 to CFO |
Equity awards and vesting (2024):
| Award Type | Grant Date | Grant-Date FV ($) | Key Performance Conditions | Vesting Schedule |
|---|---|---|---|---|
| RSUs | 2024 (annual grant) | Included in $790,624 total | None (service-based) | 25% on Feb 20, 2025; remaining in equal quarterly installments over 3 years |
| PSUs (market-based) | Apr 2024 | $449,374 (subset of share awards) | 20-day avg closing price milestones: $12.42, $14.49, $16.56 (equal tranches); CIC assessment uses “CIC Value” vs $10.35 base; straight-line interpolation; forfeiture if CIC Value < $10.35 | Upon milestone achievement, service-based vesting applies retroactively over 4 years from grant (25% on Feb 20, 2025; 6.25% each quarterly vest date thereafter) |
Outstanding equity awards at 12/31/2024 (CFO):
| Grant (footnote ref) | Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| (4) | RSUs | 625 | 5,881 |
| (10) | RSUs | 20,000 | 196,039 |
| (11) | RSUs | 2,500 | 23,525 |
| (12) | RSUs | 17,500 | 164,675 |
| (13) | RSUs | 6,562 | 61,748 |
| (6) | Equity plan award | 45,000 | 423,450 |
| (7) | Equity plan award | 37,500 | 352,875 |
| (9) | Equity plan award | 20,833 | 196,039 |
Award footnotes and schedules:
- 2021 restructuring/promotion RSUs: 25% vested on Nov 20, 2022; remaining 75% vest in equal quarterly installments over 3 years .
- 2022 promotion RSUs: 25% vested on May 20, 2023; remaining 75% vest in equal quarterly installments over 3 years .
- 2024 RSUs and PSUs schedules as above; options to NEOs were not granted in 2024 .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (CFO) | 151,482 shares as of Mar 21, 2025 |
| Shares outstanding (reference) | 50,001,332 ordinary shares |
| Ownership (% of SO) | ~0.30% (151,482 / 50,001,332) |
| Options (exercisable/unexercisable at 12/31/2024) | None held by CFO |
| Stock ownership guidelines | 2× base salary for executive officers; compliance required by Jan 1, 2023 or within 5 years of becoming an executive; executives must hold 50% of after-tax shares if not yet compliant |
| Compliance status disclosure | All named executive officers are in compliance, except those not yet at required tenure for compliance |
| Hedging/derivatives policy | Prohibits transactions in publicly traded options; hedging requires prior permission, which company does not intend to grant |
| Pledging disclosure | Not discussed in cited sections; insider policy focuses on hedging/derivatives |
Employment Terms
| Element | Terms |
|---|---|
| Employment | Offer letter; at-will; can be terminated at any time |
| Non-CIC severance (U.S.-based NEOs; plan amended Nov 2024) | Lump sum 100% of base salary; up to 12 months health/welfare benefits (or until COBRA expires); 12 months acceleration of time-based equity awards |
| Change-in-control (CIC) severance (SVPs, including CFO) | Lump sum 150% of base salary + target bonus; pro-rata target bonus for year of termination; up to 18 months health/welfare benefits; full vesting of unvested options/other equity (PSUs subject to performance assessment at CIC) |
| CIC equity treatment (general plan) | Equity awards fully vest upon CIC unless assumed or replaced with comparable awards |
| PSUs at CIC | Performance measured vs “CIC Value”; forfeited entirely if CIC Value < $10.35; straight-line interpolation between base and targets; service-based vesting continues over 4 years from Feb 20, 2025 |
| Clawback | Consistent with SEC/Nasdaq; reimbursement of certain incentive-based compensation in case of material noncompliance/restatement |
| Tax gross-ups | Only CEO eligible under legacy Innoviva plan; CFO not eligible |
| Deferred compensation/pension | No non-qualified deferred comp or SERP; 401(k) with 50% company match up to $5,000 |
| Perquisites | Generally none beyond those provided to all employees |
Investment Implications
- Pay-for-performance alignment: CFO cash bonus tied to challenging 2024 goals across commercial (net sales and hospital sales), R&D (ampreloxetine enrollment), and corporate (opEx, BD, tax optimization, engagement); NEO pool funded at 90% and CFO paid at 85%, indicating disciplined payouts and linkage to operational outcomes .
- Equity incentive design: 2024 PSUs require sustained share price milestones ($12.42/$14.49/$16.56) and impose a four-year service-based vesting schedule even after milestone attainment; this supports long-term alignment and retention. 2025 replenishment awards for NEOs were solely time-vested RSUs (CEO excluded), reducing performance leverage in the current year and potentially lowering risk for executives .
- Ownership and selling pressure: Beneficial ownership (~0.30%) is modest; multiple legacy RSU grants from 2021–2022 and 2024 RSUs vest on company quarterly schedules (including a 25% cliff on Feb 20, 2025) which can create periodic Form 4 activity and potential selling pressure near vest dates; hedging/derivatives are prohibited, and no pledging disclosures were identified in the cited sections .
- Retention and change-in-control economics: Non-CIC severance (1× salary, benefits, 12 months time-based equity acceleration) and CIC severance (1.5× salary+bonus, benefits, equity acceleration with PSUs performance assessment) offer meaningful protection and retention incentives; PSUs can be forfeited if CIC Value is below base, aligning payouts with transaction value and mitigating windfalls .
- Governance signals: Say-on-pay received 99% support at the 2024 annual meeting, indicating strong shareholder endorsement of the compensation framework; stock ownership guidelines (2× salary for execs) and clawback policy further reinforce alignment and accountability .