Dean Mitchell
Theravance BiopharmaAbout Dean J. Mitchell
Dean J. Mitchell, age 69, has served on TBPH’s board since June 2014 and is an independent director. He was TBPH’s Lead Independent Director until October 2024, when the board separated the Chair/CEO roles and appointed Susannah Gray as Chair . Mitchell holds an M.B.A. from City University London and a B.Sc. in biology from Coventry University; his background spans CEO roles and senior operating posts across biopharma, with expertise in late-stage development, commercialization, transactions, and product strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpharma, Inc. | President & CEO | 2006–2008 | Led specialty pharma until acquisition |
| Guilford Pharmaceuticals, Inc. | President & CEO | 2004–2005 | Led oncology/acute care-focused company until acquisition |
| Lux Biosciences, Inc. | President & CEO | Jul 2010–Aug 2013 | Ophthalmic diseases focus; operated biotech platform |
| Bristol Myers Squibb | Senior executive roles | 2001–2004 | Worldwide medicines group; commercial/clinical/product strategy |
| GlaxoSmithKline plc | Sales/marketing/GM/commercial/clinical roles | 14 years prior to BMS | Broad operating experience across functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Praxis Precision Medicines, Inc. | Director | Since Aug 2020 | Public biopharma |
| ReCode Therapeutics | Chairman | Since Mar 2024 | Private clinical-stage genetic medicines |
| Covis Pharma Holdings | Executive Chairman | Aug 2013–Mar 2020 | Specialty pharma; exited via sale |
| PaxVax Corporation | Chairman | Jan 2016–Oct 2018 | Exited via sale |
| ImmunoGen Inc. | Director | 2012–Feb 2024 | Exited via sale |
| Kinnate Biopharma, Inc. | Director | Aug 2020–Apr 2024 | Exited via sale |
| Precigen, Inc. | Director | Mar 2009–Jul 2024 | Public biotech |
Board Governance
- Independence: TBPH’s board determined all directors except the CEO (Winningham) are independent under Nasdaq standards; Mitchell is independent . Independent directors hold regularly scheduled executive sessions .
- Leadership: Mitchell served as Lead Independent Director until October 2024, when the Chair role was separated and Susannah Gray was appointed Chair .
- Committees and attendance:
- Compensation Committee member (since July 2020); Chair is Eran Broshy; FW Cook engaged as independent consultant (no conflicts) .
- Not an Audit Committee member (audit chaired by Donal O’Connor; members include Gray, Broshy, Pakianathan) .
- Not a Nominating/Corporate Governance Committee member (members: Pakianathan (Chair), Smaldone Alsup, Kelly) .
- Board met 11 times in 2024; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 AGM .
- Shareholder engagement: TBPH maintained investor outreach, and extended a cooperation agreement and information-sharing agreement with Irenic Capital (with standstill, voting commitments, and post-cleanse trading blackout) .
- Strategic oversight: Board formed a Strategic Review Committee of independent directors in Nov 2024 to evaluate alternatives related to YUPELRI, ampreloxetine, and TRELEGY; no timetable or assurance of outcome .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $90,810 |
| Share Awards (grant-date fair value) | $99,996 |
| Option Awards (grant-date fair value) | $124,833 |
| Total | $315,639 |
| Standard Director Cash Retainers (2024) | Amount (USD) |
|---|---|
| Annual base cash retainer (non-employee directors) | $50,000 |
| Lead Independent Director stipend (until Oct 2024) | $25,000 |
| Compensation Committee member | $7,500 |
| Meeting fee: in-person board meetings held outside U.S. | $1,500 per meeting |
| Other applicable fees (examples): Audit Chair $20,000; Audit member $10,000; Comp Chair $15,000; Nominating Chair $10,000; Nominating member $5,000; Strategic Review Chair $20,000 (from Aug 2024); Strategic Review member $10,000 (from Aug 2024) |
Note: Mitchell’s cash fees reflect base retainer plus applicable leadership/committee fees and meeting fees (detail not itemized in the proxy) .
Performance Compensation
| Award Feature (Non-Employee Directors) | Terms |
|---|---|
| Annual RSU grant | $100,000 grant-date value; vests in full on earlier of 1-year anniversary or next AGM; dividend equivalent rights if cash dividends are paid |
| Annual option grant | $125,000 Black-Scholes grant-date value; vests monthly over earlier of one year of service or next AGM; exercise price = FMV on grant date; term up to 10 years; exercisable for 3 years post-service (other than for cause) |
| Change-in-control/death/disability | All automatic equity awards vest in full upon CoC or death/disability while in service |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Praxis Precision Medicines, Inc. (Director, since Aug 2020) |
| Prior public boards | ImmunoGen Inc. (to Feb 2024); Kinnate Biopharma, Inc. (to Apr 2024); Precigen, Inc. (to Jul 2024) |
| Interlocks | TBPH discloses no compensation committee interlocks; none of its executives serve on boards/comp committees of other entities with reciprocal interlocks |
Expertise & Qualifications
- Later-stage drug development and commercialization; corporate/business development/M&A; product strategy; broad biopharma operating experience across GSK and BMS; multiple biotech CEO roles .
- Board skill matrix shows Mitchell contributes biopharma industry, corporate/M&A, clinical development, commercial, product strategy, and strategic planning expertise .
Equity Ownership
| Ownership Alignment | Detail |
|---|---|
| Beneficial ownership (3/21/2025) | 178,175 shares; <1% of outstanding (based on 50,001,332 shares outstanding) |
| Outstanding options (12/31/2024) | 97,620 options to purchase TBPH ordinary shares |
| Unvested RSUs (12/31/2024) | 10,537 ordinary shares issuable under outstanding, unvested RSUs |
| Director stock ownership guidelines | Directors expected to hold shares (incl. vested/unvested RSUs) equal to ≥5x annual base cash retainer after five years of service; company states compliance except for those without sufficient tenure |
| Hedging/derivative policy | Directors prohibited from engaging in publicly-traded options or hedging; company does not approve hedging/monetization transactions |
Insider Trades
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-05-21 | 2025-05-19 | Award (A) | Ordinary Shares | 10,649 | $0.00 | 91,204 shares [post] | |
| 2025-05-21 | 2025-05-19 | Award (A) | Share Option (Right to Buy) | 24,258 | $9.39 | 24,258 options [post] | |
| 2024-05-10 | 2024-05-08 | Award (A) | Ordinary Shares | 10,537 | $0.00 | 80,555 shares [post] | |
| 2024-05-10 | 2024-05-08 | Award (A) | Share Option (Right to Buy) | 23,576 | $9.49 | 23,576 options [post] |
Governance Assessment
- Board effectiveness and independence: Mitchell is an established independent director (11 years of service), with prior Lead Independent Director experience and active service on the Compensation Committee; attendance thresholds met across the board, and executive sessions maintained by independents .
- Compensation alignment: Director pay mixes cash retainers and time-based equity (RSUs and options) with standard annual grants and CoC acceleration; 2024 mix for Mitchell was $90.8k cash and $224.8k equity, emphasizing equity-based alignment with shareholder outcomes; no director performance-condition metrics disclosed for annual grants .
- Ownership and trading conduct: Beneficial ownership and outstanding equity indicate skin-in-the-game; adherence to strict hedging prohibitions and director ownership guidelines supports alignment (company reports compliance except for insufficient-tenure cases) .
- Conflicts and related-party exposure: Proxy discloses related-party review processes and an RSPA related to the CEO, with Audit Committee oversight; no Mitchell-specific related-party transactions disclosed, and compensation committee interlocks are explicitly negated .
- Shareholder sentiment and engagement: 2024 say-on-pay passed with 99% support; board instituted governance changes (separation of Chair/CEO), formed a Strategic Review Committee, and maintained structured engagement, supporting investor confidence .
Potential monitoring items (noted, not flagged): multi-board service is typical in biotech; continue to monitor time commitments and any future overlapping transaction exposure given Mitchell’s network (no such conflicts disclosed) .