Deepika Pakianathan
Theravance BiopharmaAbout Deepika Pakianathan
Deepika R. Pakianathan, Ph.D., age 60, has served on Theravance Biopharma’s board since July 2020. She is independent under Nasdaq rules, chairs the Nominating/Corporate Governance Committee (since July 2022), and serves on the Audit Committee as a financial expert, reflecting strong governance and financial oversight credentials. Her background includes biotech venture investing (Delphi Ventures since 2001), executive leadership (CEO of Redd Pharmaceuticals since 2019), and scientific and healthcare finance roles (Genentech postdoc; JPMorgan VP), with current public boards at Karyopharm Therapeutics (since 2013) and Mereo Biopharma Group PLC (since 2019) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delphi Ventures | Managing Member | Since 2001 | Biotech investor/portfolio manager |
| Redd Pharmaceuticals, Inc. | Chief Executive Officer | Since Sep 2019 | Privately held pharma company |
| Discovery-stage biopharma (private) | Chief Executive Officer | Since Aug 2023 | Private company |
| JPMorgan Chase & Co. | Vice President, Healthcare Group | 1998–2001 | Healthcare investment banking |
| Genentech | Postdoctoral Scientist, Immunology | 1993–1997 | Scientific training/industry experience |
External Roles
| Company/Entity | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karyopharm Therapeutics, Inc. | Director | Since Apr 2013 | Not disclosed in TBPH proxy |
| Mereo Biopharma Group PLC | Director | Since Feb 2019 | Not disclosed in TBPH proxy |
| Calithera Biosciences, Inc. | Director | 2010–Dec 2023 | Past five years |
| Alder Pharmaceuticals, Inc. | Director | 2007–2019 | Prior service |
| OncoMed Pharmaceuticals, Inc. | Director | 2008–2019 | Prior service |
| FSDC I (SPAC) | Director | Aug 2020–Feb 2021 | Special purpose acquisition company |
| FSDC II (SPAC) | Director | Feb 2021–Dec 2021 | Special purpose acquisition company |
| Two private biopharma boards | Director | Current | Private companies |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Dr. Pakianathan is independent .
- Committee memberships: Audit Committee member and financial expert; Nominating/Corporate Governance Committee chair .
- Attendance: In 2024, the board met 11 times; no director attended fewer than 75% of board and committee meetings; Nom/Gov held 4 meetings; Audit held 7 meetings .
- Board leadership: In Oct 2024, TBPH separated the Chair and CEO roles; Susannah Gray became Chair, enhancing independent oversight .
- Executive sessions: Independent directors hold regular executive sessions .
Fixed Compensation
Director cash compensation program (2024):
| Fee Type | Amount (USD) |
|---|---|
| Annual base retainer (non-employee director) | $50,000 |
| Lead Independent Director (until Oct 2024) | $25,000 |
| Chairperson (from Oct 2024) | $35,000 |
| Audit Committee chair | $20,000 |
| Audit Committee member (non-chair) | $10,000 |
| Compensation Committee chair | $15,000 |
| Compensation Committee member (non-chair) | $7,500 |
| Nominating/Corporate Governance Committee chair | $10,000 |
| Nominating/Corporate Governance Committee member (non-chair) | $5,000 |
| Commercialization & Development Committee chair | $10,000 |
| Commercialization & Development Committee member (non-chair) | $5,000 |
| Strategic Review Committee chair (commencing Aug 2024) | $20,000 |
| Strategic Review Committee member (commencing Aug 2024) | $10,000 |
| In-person board meetings outside the U.S. | $1,500 per meeting |
2024 cash paid to Dr. Pakianathan:
| Metric | Value (USD) |
|---|---|
| Fees Earned or Paid in Cash | $84,750 |
Performance Compensation
Equity awards under the non-employee director program:
| Award Type | Standard Grant Value (USD) | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| RSUs (annual) | $100,000 | Vest in full on the earlier of 1-year anniversary or next AGM, subject to service | Automatic full vesting on change in control, death, or disability |
| Nonstatutory Options (annual) | $125,000 Black-Scholes value | Vest monthly over earlier of one year of service or next AGM; 10-year term; 3-year post-termination exercise (other than for cause) | Automatic full vesting on change in control, death, or disability |
Dr. Pakianathan’s 2024 equity compensation:
| Metric | Value (USD) |
|---|---|
| Share Awards (RSUs) | $99,996 |
| Option Awards | $124,833 |
| Total Equity Compensation | $224,829 |
No performance metrics are attached to director equity awards; grants are formulaic and time-based under the program .
Other Directorships & Interlocks
- Public company boards: Karyopharm Therapeutics, Inc. (since 2013); Mereo Biopharma Group PLC (since 2019) .
- Multiple board seats policy: TBPH limits directors to ≤4 public boards (≤2 for CEOs); the Nom/Gov committee regularly reviews commitments. All directors currently meet the guidelines; Dr. Pakianathan complies .
- Related party transactions: TBPH’s audit committee reviews and approves related party transactions; no transactions involving Dr. Pakianathan are disclosed. A CEO restricted share purchase agreement is disclosed separately .
Expertise & Qualifications
- Board skills matrix indicates Dr. Pakianathan’s strengths in BioPharma/Life Sciences, Corporate/Business Development/M&A, Clinical Development, Finance & Accounting/Audit, Legal/Policy/Corporate Governance, Product Strategy, and Strategic Planning .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Deepika R. Pakianathan | 144,036 | <1% | Includes 96,620 options exercisable within 60 days and 10,537 RSUs subject to release within 60 days |
Non-Employee Director Share Ownership Guidelines: Directors are expected to hold shares equal to at least 5x the annual base cash retainer after five years of service; all non-employee directors are in compliance except those without sufficient tenure .
Insider Trading/Hedging Policy: Hedging and monetization transactions require pre-approval and are not intended to be approved; publicly traded options on TBPH securities are prohibited .
Say-on-Pay & Shareholder Feedback
| Item | 2024 AGM | 2025 AGM |
|---|---|---|
| Say-on-Pay Approval (votes) | For: 35,205,714; Against: 2,683; Abstain: 332,345; Broker non-votes: 3,952,947 | For: 30,154,992; Against: 9,536,311; Abstain: 374,257; Broker non-votes: 5,680,519 |
| Commentary | 99% “For” at 2024 AGM, viewed by the Compensation Committee as affirmation of program design | Passed in 2025; investor support remains strong despite higher opposition vs. 2024 |
Governance Assessment
- Strengths: Independence, chairing Nom/Gov, Audit financial expert status, and strong attendance support board effectiveness; separation of Chair/CEO enhances oversight; formulaic, time-based director equity avoids pay-for-performance distortions .
- Alignment: Compliant ownership guidelines and meaningful beneficial holdings (including exercisable options/near-term RSUs) support skin-in-the-game; robust anti-hedging policy reduces misalignment risk .
- Compensation structure: Balanced cash retainer plus equity; clear vesting and change-of-control terms; 2024 total director compensation for Dr. Pakianathan was $309,579 (cash $84,750; RSUs $99,996; options $124,833) .
- Red flags: None disclosed specific to Dr. Pakianathan. Related-party transaction oversight is formalized; no hedging/pledging allowed. Note: CEO change-in-control tax gross-up exists for legacy eligibility, a shareholder-unfriendly feature but not attributable to Dr. Pakianathan .