Eran Broshy
Theravance BiopharmaAbout Eran Broshy
Eran Broshy (age 66) is an independent director of Theravance Biopharma (TBPH) who has served on the board since June 2014, bringing deep healthcare services and strategy experience from prior CEO/chair roles and management consulting; he holds an MBA from Harvard University, an MS in Civil Engineering from Stanford University, and a BS in Civil Engineering from MIT . His board tenure is 11 years (joined 2014), aligning with the board’s skills matrix emphasis on biopharma, finance, M&A, and strategic planning .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| inVentiv Health (now Syneos Health) | Chief Executive Officer; Chairman of the Board | CEO until 2008; Chair until 2010 | Led growth of global clinical/commercial services; public company (1999–Aug 2010) |
| The Boston Consulting Group | Managing Partner, Healthcare Practice (Americas) | 15 years at BCG (dates not individually listed) | Led healthcare strategy across Americas |
| Coelacanth Corporation | President & CEO | Not specified | Privately held biotech leadership |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Certara | Director | Since July 2022 | Current public company directorship |
| CluePoints | Chairman | Current | Privately held healthcare software |
| Corporation of MIT | Member | Current | Institutional governance role |
| American Friends of the Open University of Israel | Chairman | Current | Non-profit leadership |
| American Jewish Committee | Board of Governors | Current | Non-profit governance |
| Magellan Health | Director | Within last 5 years (prior) | Prior public board |
| Clario (formerly ERT) | Chairman | Within last 5 years (prior) | Private healthcare technology |
| Thirty Madison | Chairman | Within last 5 years (prior) | Private digital healthcare |
Board Governance
- Independence: TBPH’s board determined all directors other than the CEO (Winningham) are independent under Nasdaq rules; Broshy is independent .
- Committees: Member of Audit Committee (financial expert); Audit chaired by Donal O’Connor; Audit met 7 times in 2024 . Chair of Compensation Committee; members are Broshy, Grant, Mitchell, O’Connor; Compensation met 7 times in 2024 . Not listed on Nominating/Corporate Governance Committee .
- Attendance: The full board met 11 times in 2024, and no director attended fewer than 75% of meetings and relevant committees; all directors attended the 2024 Annual Meeting .
- Board leadership: Roles of Chair and CEO were separated in Oct 2024, with Susannah Gray elected Chair, strengthening independent oversight .
- Compensation committee governance: FW Cook engaged directly by the committee; independence assessed and no conflicts found; no committee interlocks with TBPH executives .
- Executive sessions: Independent directors hold separate regular executive sessions .
- Multiple board seats: TBPH guidelines cap at ≤4 public boards (≤2 for CEOs); all directors meet these guidelines .
Fixed Compensation
| Component | Policy Rate | 2024 Broshy Actual |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | $81,000 total cash fees (includes committee roles and applicable meeting/location fees) |
| Committee chair fees | Compensation Chair: $15,000; Audit Chair: $20,000; Nominating Chair: $10,000; Strategic Review Chair: $20,000; Commercialization & Development Chair: $10,000 | Compensation Chair role applies |
| Committee member fees | Audit: $10,000; Compensation: $7,500; Nominating: $5,000; Strategic Review: $10,000; Commercialization & Development: $5,000 | Audit member applies |
| Meeting/location fee | $1,500 for in‑person board meetings outside the U.S. | Included in cash total as applicable |
Performance Compensation
| Equity Award Type (Director Program) | 2024 Broshy Grant Date Fair Value | Vesting | Key Terms |
|---|---|---|---|
| RSUs (Annual automatic grant) | $99,996 | Vests in full by 1-year anniversary or next AGM, subject to service | Includes dividend equivalents; accelerates on change-in-control, death or disability; settled in ordinary shares |
| Options (Annual automatic grant) | $124,833 (Black‑Scholes value) | Monthly vesting over earlier of one year or next AGM | 10-year term; exercise price at grant FMV; 3-year post‑termination exercise (non‑cause); accelerates on change-in-control |
Compensation Committee‑overseen corporate performance metrics (for executive bonuses; signals committee rigor):
| 2024 Goal Category | Goals Summary | Achievement (% of Target) |
|---|---|---|
| Commercial | Net sales target; Hospital sales target | Net sales 42%; Hospital sales 150% |
| R&D | Ampreloxetine Phase 3 enrollment progress | 50% |
| Corporate | OpEx discipline; BD transactions; tax structure optimization; employee engagement | 110%; 75%; 175%; 100% |
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Committee interlocks | None; no member (incl. Broshy) was an officer of TBPH in 2024; no executive served on boards/comp committees of entities with reciprocal executive overlap |
| Shareholder engagement/activism context | Board entered and extended a Cooperation Agreement with Irenic Capital; added Jeremy Grant to board; information sharing protocols and standstill through the Cooperation Period (board size ≤9) |
Expertise & Qualifications
- Board skills matrix highlights Broshy’s expertise in BioPharma/Life Sciences, Corporate/Business Development & M&A, Clinical Development, Commercial, Finance & Accounting/Audit, Legal/Policy/Corporate Governance, Marketing, Product Strategy, Risk Management, and Strategic Planning .
- Education: MBA (Harvard), MS Civil Engineering (Stanford), BS Civil Engineering (MIT) .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 178,175 |
| Ownership % of outstanding | <1% (asterisk indicates less than one percent) |
| Options exercisable within 60 days | 97,620 |
| RSUs scheduled to release within 60 days | 10,537 |
| Director ownership guidelines | 5x annual base cash retainer; all non‑employee directors in compliance except those lacking sufficient tenure (Broshy exceeds tenure threshold) |
| Insider trading/hedging policy | Prohibits hedging and derivatives; requires pre‑clearance; company does not approve hedging/monetization transactions |
Insider Trades
| Date | Action | Shares | Price Range | Plan/Notes | Post-Trade Direct Holdings |
|---|---|---|---|---|---|
| Nov 11, 2025 | Sold; multiple transactions | 45,000 | $17.0–$18.5 | Under Rule 10b5‑1 plan adopted Mar 14, 2024; Form 4/A filed Nov 14, 2025 | 60,204 shares directly |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with independent consultant (FW Cook) and no conflicts; robust board/committee activity and ≥75% attendance; separation of Chair/CEO roles in 2024; strong ownership alignment via director stock ownership guidelines and prohibition on hedging; 99% Say‑on‑Pay support in 2024 underscores investor confidence in compensation oversight .
- Ownership alignment: Beneficial ownership includes both options and RSUs; compliance with 5x retainer guideline supports skin‑in‑the‑game; no pledging disclosed .
- Conflicts/related‑party: No related party transactions disclosed for Broshy; audit committee reviews any such items per policy .
- Signals/RED FLAGS: Insider sale in Nov 2025 could be viewed cautiously, but executed under a pre‑set Rule 10b5‑1 plan; no hedging/pledging and no option repricing disclosed reduce alignment concerns . All directors meet outside board limits, mitigating overboarding risk .