Donal O’Connor
Theravance BiopharmaAbout Donal O’Connor
Donal O’Connor (age 74) is an independent director of Theravance Biopharma, Inc. (TBPH) and has served on the board since October 2015 (board tenure ~10 years as of March 21, 2025). He is a Fellow of the Institute of Chartered Accountants in Ireland and holds a Bachelor of Commerce from University College Dublin. He is designated an “audit committee financial expert,” with deep Irish accounting, tax, legal, and regulatory expertise; he currently chairs TBPH’s Audit Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) Ireland | Senior Partner; previously Partner-in-Charge Financial Services (1988), Leader Audit Practice (1992) | Senior Partner for >12 years until 2007 | Member, PwC Global Board (2003–2008); former Chairman, PwC Eurofirms Board |
| Anglo Irish Bank | Chairman (Government-appointed) | Dec 2008 – Jun 2010 | Oversaw crisis-era governance and stabilization |
| Icarom plc (Irish High Court) | Court-appointed Administrator | 1995 – Feb 2013 | Regulatory/insolvency leadership |
| Readymix plc | Non-Executive Director; Senior Independent Director | Dec 2008 – May 2012 | Board oversight |
| Elan Corporation, plc | Non-Executive Director | May 2008 – Dec 2013 (acquired by Perrigo) | Industry oversight through acquisition |
| Malin Corporation plc | Non-Executive Director; Chairman | Jul 2017 – Jul 2018 (Chair from Jan 2018) | Board leadership |
| Irish Auditing & Accountancy Supervisory Authority | Board Member | 2001 – 2009 | National regulatory oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Perrigo Company plc (public) | Non-Executive Director | Since Nov 2014 | Current public directorship |
| Galco Steel Limited (private) | Chairman | Since Sep 2010 | Chair role |
| Huttonread Unlimited Company (private) | Chairman | Since Mar 2011 | Chair role |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair; Compensation Committee member; designated audit committee financial expert under SEC rules; independent under Nasdaq standards .
- Attendance: In 2024, the board met 11 times; “no director attended fewer than 75%” of board and committee meetings; the Audit Committee held 7 meetings; the Compensation Committee held 7 meetings .
- Board structure: TBPH is declassifying its board in 2026; O’Connor is a Class II nominee in 2025 for a one-year term ending 2026 .
- Independent leadership: TBPH separated Chair/CEO in Oct 2024 (Chair: Susannah Gray); independent directors hold regularly scheduled executive sessions .
Fixed Compensation
- 2024 Cash Program (non-employee directors):
- Annual board retainer $50,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000; Commercialization & Development Chair $10,000/member $5,000; Strategic Review Chair $20,000/member $10,000 (from Aug 2024); $1,500 per in-person board meeting held outside the U.S. .
| Director (2024) | Cash Fees ($) | Notes |
|---|---|---|
| Donal O’Connor | 84,118 | Actual cash earned/paid; reflects board retainer, committee premiums, and applicable meeting/committee fees |
Performance Compensation
Non-employee director equity is formulaic and time-based (no performance metrics). Standard automatic annual grants at each AGM: RSUs with $100,000 grant-date value and options with $125,000 Black-Scholes value; options vest monthly (earlier of 1 year or next AGM), RSUs vest in full on earlier of one-year anniversary or next AGM; full acceleration on change of control, death, or disability; post-service option exercise window up to three years .
| Director (2024) | RSUs (Grant-Date Fair Value) | Options (Grant-Date Fair Value) | Vesting Terms |
|---|---|---|---|
| Donal O’Connor | 99,996 | 124,833 | RSUs: single-year cliff to next AGM; Options: monthly over ~1 year; standard CIC/death/disability acceleration |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks |
|---|---|---|---|
| Perrigo Company plc | Public | Non-Executive Director (since 2014) | No disclosed related-party dealings with TBPH |
| Elan Corporation, plc | Public (prior) | Non-Executive Director (2008–2013) | Elan was acquired by Perrigo in 2013 |
| Malin Corporation plc | Public (prior) | NED; Chairman (2018) | None disclosed with TBPH |
Compensation Committee interlocks: TBPH discloses no interlocks or insider participation issues; committee members (incl. O’Connor) were not officers/employees; no cross-board interlocks with TBPH executives .
Expertise & Qualifications
- Audit/finance leadership; designated audit committee financial expert; extensive experience in Irish accounting/tax/regulatory matters .
- Senior leadership and governance through complex situations (e.g., government-appointed chair of Anglo Irish Bank during crisis) .
- Industry exposure across pharma/biopharma boards (Elan, Malin, Perrigo) .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (incl. derivatives as per SEC rules) | 173,175 shares; <1% of outstanding (*) |
| Company shares outstanding (record date) | 50,001,332 |
| Outstanding options (as of 12/31/2024) | 109,620 options |
| Unvested RSUs (as of 12/31/2024) | 10,537 RSUs |
| Director ownership guideline | ≥5x annual cash retainer; company reports director compliance except those without sufficient tenure (O’Connor has tenure) |
| Hedging/derivatives policy | Prohibits trading in publicly-traded options and hedging/monetization; company does not intend to approve hedging transactions |
() Per company table: percent indicated with “” denotes less than 1% .
Governance Assessment
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Strengths
- Independent, long-tenured audit chair with financial expert designation; chairs a highly active committee (7 meetings in 2024) .
- Strong attendance; board-level governance refresh with separation of Chair/CEO roles; robust director ownership guidelines and hedging prohibitions support alignment .
- Compensation governance: O’Connor serves on a committee that uses an independent consultant (FW Cook) with no conflicts; no interlocks .
-
Potential risk indicators and monitoring items
- Long tenure (~10 years) can raise refresh/independence perception concerns despite skills relevance; noted within TBPH’s active board refresh and declassification path to annual elections in 2026 .
- Prior crisis-era chairmanship of Anglo Irish Bank may draw reputational scrutiny in some governance screens; also evidences experience in remediation and regulatory engagement .
- Activism context: TBPH has a cooperation agreement with Irenic; while not specific to O’Connor, ongoing investor engagement suggests scrutiny on board effectiveness and capital allocation; continue monitoring strategic review outcomes .
-
Conflicts/Related Party
- No related-party transactions involving O’Connor disclosed; audit committee pre-approves significant related-party transactions per policy .
Director Compensation (Detail)
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees (board/committees/meetings) | 84,118 | Earned/paid in 2024/2025 |
| RSU grant (grant-date fair value) | 99,996 | Automatic annual grant |
| Option grant (Black-Scholes value) | 124,833 | Automatic annual grant |
| Total | 308,947 | Sum of the above |
Insider Transactions and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports compliance for directors; the only noted late filing was a one-day delay for the CEO on a purchase under a share purchase agreement; no issues cited for O’Connor . |
Compensation Committee Analysis (structure and independence)
- Members: Broshy (Chair), Grant, Mitchell, O’Connor; all independent under Nasdaq rules .
- Consultant: Frederic W. Cook & Co. (FW Cook), retained by the committee; reports directly to the committee; independence assessed with no conflict of interest .
- Activity: 7 meetings in 2024; O’Connor participated as a member .
RED FLAGS
- None disclosed specific to O’Connor on attendance, related-party transactions, hedging/pledging, or committee independence. Continue to monitor board refresh and any potential overboarding relative to TBPH’s policy (max four public boards; TBPH discloses directors meet the policy) .
Overall, O’Connor’s profile reflects strong audit/financial governance credentials, active committee leadership, and alignment policies (ownership/hedging). No direct conflict disclosures; risk mainly centers on tenure optics and historical association with crisis-era Anglo Irish Bank, which warrants awareness rather than immediate concern .