Brett Grimaud
Theravance BiopharmaAbout Brett Grimaud
Brett A. Grimaud (age 51) is Senior Vice President, General Counsel and Secretary of Theravance Biopharma (TBPH), serving in this role since June 2022; previously Vice President & General Counsel (Oct 2021–Jun 2022), and at TBPH since June 2014 after prior roles at Innoviva (2012–2014) and Gunderson Dettmer (2003–2011). He holds a J.D. from the University of Chicago and a B.A. from UCLA . Company pay-versus-performance shows TBPH TSR index values of $63.14 (2022), $63.25 (2023), and $85.16 (2024), while net income moved from $872.1M (2022, driven by transactions) to losses of $55.2M (2023) and $56.4M (2024), with revenues rising from $51.3M (2022) to $64.4M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Theravance Biopharma | Senior VP, General Counsel & Secretary | Jun 2022–present | Leads legal, governance, and corporate secretary functions |
| Theravance Biopharma | Vice President & General Counsel | Oct 2021–Jun 2022 | Elevated to oversee legal operations |
| Innoviva | Senior Director & Senior Corporate Counsel | Jan 2012–Jun 2014 | Supported corporate and securities legal matters pre-TBPH spin-off |
| Gunderson Dettmer | Corporate & Securities Attorney | Jan 2003–Dec 2011 | Advised growth companies on financings and governance |
External Roles
None disclosed for Grimaud beyond TBPH-affiliated entities and transaction documents; signatures on subsidiary agreements reflect internal officer capacities rather than external board service .
Fixed Compensation
| Component | FY 2024 | Source |
|---|---|---|
| Base Salary ($) | 480,870 | |
| Target Bonus (%) | 50% of base (SVP) | |
| Actual Cash Bonus ($) | 205,000 (85% of target) |
Notes:
- TBPH disclosed 2024 base salaries “were as follows: $482,040 (Grimaud)”—the Summary Compensation Table reports $480,870 actually paid; use SCT for realized compensation .
Performance Compensation
Equity Awards (FY 2024 grants)
| Award Type | Grant Date | Grant Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs | Apr 2, 2024 | Included in total share awards ($790,624 across RSUs/PSUs) | 25% on Feb 20, 2025; remaining in equal quarterly installments over next 3 years (continuous service) | Time-based only |
| PSUs (market-based) | Apr 2, 2024 | Monte Carlo included in share awards ($449,374 portion) | After achievement, 4-year service vesting retroactive from grant date (25% on Feb 20, 2025; 6.25% quarterly thereafter) | Average closing price targets: $12.42, $14.49, $16.56 (20-day average) |
Cash Bonus Plan (FY 2024 outcomes)
| Metric Category | Targeting Description | Achievement vs Target |
|---|---|---|
| Commercial – Net Sales | Annual net sales goal | 42% of target |
| Commercial – Hospital Sales | Directly controlled hospital volumes | 150% of target |
| R&D – Ampreloxetine Enrollment | CYPRESS Phase 3 enrollment | 50% of target |
| Corporate – Operating Expense | OpEx control | 110% of target |
| Corporate – BD Transactions | 1–2 deals identified/developed | 75% of target |
| Corporate – Tax Structure | Optimize and implement tax plan | 175% of target |
| Corporate – Talent & Engagement | Employee engagement/recognition goal | 100% of target |
Payout mechanics: Company funded SVP bonus pool at 90% of target but committee discretion set Grimaud’s payout at 85% of target (cash bonus $205,000) .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 21, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Brett A. Grimaud | 169,906 | * (less than 1%) |
- Executive stock ownership guidelines: CEO 6× salary; other executives 2× salary; RSUs (vested/unvested) count toward compliance; performance-contingent shares excluded. TBPH states named executive officers are in compliance except those without sufficient tenure to require compliance .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Unvested Units (#) | Market Value ($) | Notes |
|---|---|---|---|
| RSUs (Nov 1, 2021 – restructuring) | 37,500 | 352,875 | 25% vested 11/20/2022; quarterly thereafter |
| RSUs (Nov 1, 2021 – promotion) | 4,375 | 41,169 | 25% vested 11/20/2022; quarterly thereafter |
| RSUs (Jun 1, 2022 – promotion) | 10,312 | 97,036 | 25% vested 5/20/2023; quarterly thereafter |
| RSUs (Mar 1, 2023 – annual) | 42,187 | 396,980 | 25% vested 2/20/2024; quarterly thereafter |
| RSUs (Apr 2, 2024 – annual) | 37,500 | 352,875 | 25% vested 2/20/2025; quarterly thereafter |
| PSUs (Apr 2, 2024 – market-based) | 20,833 (threshold) | 196,039 | Earned upon price targets and then service-based vesting |
- Valuation uses $9.41 closing price at year-end 2024 (as disclosed); options not listed for Grimaud, and TBPH did not grant options to NEOs in 2024 .
- Insider hedging policy prohibits derivatives and hedging/monetization transactions; prior approval required but TBPH does not intend to approve such transactions . Pledging restrictions not specifically disclosed.
Employment Terms
Severance Plan (amended Nov 2024)
| Scenario | Cash Severance | COBRA Benefits | Equity Acceleration | Other |
|---|---|---|---|---|
| Non-Change-in-Control (SVPs) | 100% of annual base salary (lump sum) | Up to 12 months | 12 months acceleration of time-based equity | Release required; CEO has separate non-CIC terms |
| Change-in-Control (SVPs) | 150% of base salary + target bonus (lump sum) | Up to 18 months | Full vesting of unvested equity; PSUs assessed at CIC value; unachieved PSUs forfeited | Pro-rata target bonus; release required |
| PSUs at CIC | Performance assessed using CIC per-share value; < $10.35 base value → forfeiture; interpolation between base and targets; service vesting remains 4 years from Feb 20, 2025 | — | — | Applies to 2024 PSUs |
- Clawback: Incentive-based compensation subject to clawback in event of financial restatement consistent with SEC/Nasdaq rules .
- Non-compete/non-solicit/garden leave: Not disclosed in proxy. “Involuntary termination” includes material reductions in authority, compensation, location, or breach by company .
Performance & Track Record (Company during Grimaud’s tenure)
- Yupelri net sales grew 8% to $238.6M in 2024; hospital volumes rose 41% y/y; brand profitability reached launch-to-date highs .
- TBPH received $50M TRELEGY royalty milestone for 2024 and outlined 2025–2026 milestone thresholds tied to TRELEGY sales levels .
- Strategic Review Committee formed in Nov 2024 to assess alternatives across Yupelri, Ampreloxetine, TRELEGY .
Company Financials (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 51,346,000 | 57,424,000 | 64,381,000 |
| EBITDA ($) | -76,084,000* | -51,648,000* | -40,726,000* |
| Net Income ($) | 872,132,000 | -55,193,000 | -56,418,000 |
Values with asterisk retrieved from S&P Global.
Compensation Structure Analysis
- Increased pay-at-risk via market-based PSUs with three escalating stock price hurdles; RSUs remain four-year time-based, creating ongoing retention hooks .
- SVP cash bonuses explicitly tied to multi-category corporate goals; committee exercised downward discretion for SVPs despite 90% pool to fund broader employee bonuses, aligning with cost discipline .
- No stock options granted to NEOs in 2024; equity mix favors RSUs/PSUs (lower volatility in retention, higher alignment via PSUs) .
- Share ownership guidelines at 2× salary for executives and hedging prohibition support alignment; pledging not specified .
Investment Implications
- Alignment: PSUs contingent on sustained stock price averages ($12.42/$14.49/$16.56) provide high-powered incentives; quarterly vesting of RSUs post-2/20 creates regular supply but modest relative to float .
- Retention: Four-year overlapping RSU/PSU schedules, severance protections (1.5× CIC multiple for SVPs), and ownership guidelines reduce near-term departure risk .
- Selling pressure signals: Upcoming RSU vest dates (quarterly following 2/20/2025) and any PSU milestone attainment could trigger Form 4 activity; hedging is disallowed which limits risk-mitigating sales .
- Governance/CIC: PSUs at CIC assessed on transaction value with forfeiture below base value—limits windfall risk and ties payouts to shareholder outcomes .
- Company execution: Yupelri growth and TRELEGY milestones underpin cash flows; continued losses and negative EBITDA warrant monitoring of cost discipline embedded in bonus metrics .