James Kelly
Theravance BiopharmaAbout James Kelly
James Kelly, age 44, has served as an independent director of Theravance Biopharma, Inc. since April 2023. He is a Managing Director and Investment Committee member at Weiss Asset Management and previously worked at Farallon Capital Management, Madison Dearborn Partners, and Lehman Brothers; he graduated cum laude from Duke University with a BS in Economics (minors in Math and Political Science). The board has determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Notes / Impact |
|---|---|---|---|
| Weiss Asset Management | Managing Director; Investment Committee | Nov 2010–present | Finance, strategy, capital markets expertise applied to board oversight |
| Farallon Capital Management | Investment professional | Prior to 2010 | Alternative investments background |
| Madison Dearborn Partners | Investment professional | Prior to 2010 | Private equity experience |
| Lehman Brothers | Analyst | Prior to 2010 | Early career sell-side analytical training |
External Roles
| Entity | Role | Public Company Board? |
|---|---|---|
| Weiss Asset Management | Managing Director | No board role disclosed in TBPH proxy biography |
The TBPH proxy biography does not list any current public company directorships for Mr. Kelly.
Board Governance
- Committee assignments: Nominating/Corporate Governance Committee member (independent); served since August 2023. The committee held 4 meetings in 2024.
- Independence: Board determined all directors other than the CEO (Winningham) are independent; Kelly is independent.
- Attendance: In 2024 the full board met 11 times; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 Annual Meeting.
- Shareholder support: Elected as a Class I director at the May 8, 2024 AGM (Votes: For 35,265,676; Against 274,631; Abstain 435; Broker non-votes 3,952,947).
- Governance enhancements: Board separated Chair/CEO roles in October 2024; Susannah Gray elected Chair.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $43,096 | $58,000 |
| Program structure (cash) | Annual director retainer $50,000; Nominating/Gov. member $5,000; Chair fees and other committee fees as disclosed; $1,500 per in-person board meeting outside U.S. | Annual director retainer $50,000; Nominating/Gov. member $5,000; Chairperson $35,000 (from Oct 2024); committee fees per schedule; $1,500 per in-person board meeting outside U.S. |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| RSU grant value ($) | $0 (equity waived) | $0 (equity waived) |
| Option grant value ($) | $0 (equity waived) | $0 (equity waived) |
| Director equity program terms (standard) | Automatic RSUs $100,000 grant-date value; nonstatutory options $125,000 Black-Scholes value; time-based vesting; full vest on change-in-control | Same as 2023; RSUs vest by next AGM or 1 year; options vest monthly; 10-year term; 3-year post-service exercise window (cause excluded) |
Mr. Kelly expressly waived his right to receive equity awards under the non-employee director compensation program.
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Indicator |
|---|---|---|
| Weiss Asset Management LP | Managing Director at WAM | WAM beneficially owns 7,457,060 TBPH shares (14.91%); proxy states Kelly has no voting or dispositive power over WAM’s TBPH shares. |
Additional major holders: Madison Avenue Partners (19.02%), Newtyn Management (9.51%), and Irenic Capital (5.52%), with a cooperation and information-sharing agreement in place with Irenic (e.g., trading prohibition windows).
Expertise & Qualifications
- Finance & accounting / audit; corporate/M&A; legal/policy/corporate governance; strategic planning per board skills matrix and biography.
- Shareholder perspective recognized in board’s skills matrix.
Equity Ownership
| Ownership Item | Status |
|---|---|
| Beneficial ownership (shares) | None reported as of March 21, 2025 (beneficial ownership table shows no shares for James Kelly) |
| Ownership as % of outstanding | 0% (based on 50,001,332 shares outstanding) |
| Options/RSUs held | None; waived equity awards |
| Pledging/Hedging | Company policy prohibits hedging and use of derivatives; directors require preclearance and the company does not intend to approve hedging transactions. |
| Director stock ownership guidelines | Expected to hold shares equal to 5x annual base cash retainer after five years of service; compliance measured after five-year window (Kelly joined 2023, not yet required). |
Governance Assessment
- Positive signals:
- Strong shareholder support in 2024 director election (35.27M for vs. 0.27M against) and high Say-on-Pay support historically (99% approval at 2024 AGM; 2025 Say-on-Pay passed with 30,154,992 for vs. 374,257 against).
- Active service on Nominating/Corporate Governance, aligned with board refresh and governance changes (declassification and separation of Chair/CEO).
- No Section 16 reporting issues noted for Kelly in 2024; company reported overall compliance with only a CEO Form 4 filed one day late due to administrative error.
- Watch items / RED FLAGS:
- Alignment gap: no personal TBPH equity ownership and waived director equity; while not yet required by guidelines (five-year window), this limits direct “skin-in-the-game” relative to peers.
- Affiliation with a 14.91% holder (Weiss Asset Management): proxy states Kelly lacks voting/dispositive power over WAM’s TBPH shares, mitigating direct conflict, but investors should monitor any perceived influence given WAM’s stake.
- Activist dynamics: cooperation agreement and information-sharing protocols with Irenic introduce governance complexity; ensure adherence to confidentiality and trading blackout provisions.
Committee & Meeting Data (Context for effectiveness)
| Body | 2023 Meetings | 2024 Meetings | Notes |
|---|---|---|---|
| Board of Directors | 20 | 11 | No director <75% attendance; all directors attended 2024 AGM |
| Nominating/Corporate Governance | 11 | 4 | Kelly member since Aug 2023 |
| Audit Committee | 6 | 7 | Independent; financial experts designated |
| Compensation Committee | 7 | 7 | FW Cook engaged; no conflicts of interest |
Compensation Committee Analysis (Board-level context)
- Composition (2024–2025): Broshy (Chair), Grant, Mitchell, O’Connor (and Gray in 2024); independent members only.
- Consultant: FW Cook engaged; committee concluded no conflicts of interest.
- CEO excluded from decisions on his own pay; participates in broader exec pay discussions alongside GC and Strategy SVP.
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: 99% “For” approval, viewed by the committee as affirmation of program; no changes made.
- 2025 Say-on-Pay: Approved (For 30,154,992; Against 374,257; Abstain 9,536,311; Broker non-votes 5,680,519).
Related Party Transactions
- No Item 404(a) related-party transactions for James Kelly; standard indemnification agreement only.
- Company’s related party review processes are overseen by the Audit Committee; notable 2024 RSPA disclosed for CEO share purchases; none for directors including Kelly.
Summary View for Investors
- Board effectiveness: Kelly’s finance/capital markets background complements governance work on Nominating/Corporate Governance; attendance and independence are solid.
- Alignment: Absence of personal ownership and waiver of equity awards reduces direct alignment, though guidelines allow a five-year ramp; WAM affiliation monitored but proxy clarifies lack of voting/dispositive power.
- Overall investor confidence: Strong election and Say-on-Pay outcomes; governance reforms (Chair/CEO separation) enhance oversight.