Rhonda Farnum
Chief Business Officer and Senior Vice President, Commercial & Medical Affairs at 
Theravance Biopharma
Theravance BiopharmaExecutive
About Rhonda Farnum
Rhonda F. Farnum is Chief Business Officer and Senior Vice President, Commercial & Medical Affairs at Theravance Biopharma (TBPH). She joined the company in July 2018 as VP, Sales & Marketing and was appointed CBO & SVP in December 2021; she is 60 years old as of March 21, 2025 . She oversees commercial execution of branded products (sales, marketing, managed markets). Farnum holds a B.S. from the University of Georgia in Physics and Pre‑Med (Magna Cum Laude) and completed programs/boarded registration in Nuclear Medicine Technology and Nursing . Company-level pay-versus-performance disclosures show challenging dynamics with 2022 TSR value of an initial $100 at $43.34 vs NASDAQ Biotech $111.27 and net income of $872,132k in 2022, contextualizing performance-linked pay structures across NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Theravance Biopharma | VP, Sales & Marketing; later CBO & SVP, Commercial & Medical Affairs | Joined Jul 2018; appointed CBO Dec 2021 | Leads commercial execution of branded products (sales, marketing, managed markets) |
| Amgen, Inc. (Oncology BU) | Led marketing efforts | Jun 2015–Jul 2018 | Oncology product marketing leadership |
| Onyx Pharmaceuticals | Head, Hematology Business Unit | Dec 2014–Jun 2015 | BU leadership in hematology |
| Pharmacyclics | Increasing sales/marketing leadership roles | Not disclosed | Commercial leadership progression |
| Genentech | Increasing sales/marketing leadership roles | Not disclosed | Commercial leadership progression |
External Roles
No public company board roles or external positions disclosed for Farnum in TBPH proxy filings .
Fixed Compensation
Multi-year summary compensation (company-reported “Summary Compensation Table”):
| Metric | 2021 | 2022 |
|---|---|---|
| Salary ($) | 430,518 | 460,000 |
| Target Bonus (% of base) | 50% | 50% |
| Bonus ($) | — | 213,207 |
| Non-Equity Incentive Plan ($) | — | 264,500 |
| Share Awards ($) | 2,586,950 | — |
| Option Awards ($) | — | — |
| All Other Compensation ($) | 5,000 | 5,099 |
| Total ($) | 3,022,468 | 942,806 |
Notes:
- The annual cash incentive plan sets NEO target bonuses at 50% of base (CEO at 60%) and max payout at 200% of target .
- 2022 actual cash incentive payout for Farnum was 115% of target ($264,500) .
Performance Compensation
Annual Cash Incentive Plan (2022)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | Company-determined (NEO plan) | 50% of base salary | 115% of target | $264,500 | Cash (annual) |
2021–2022 Equity Awards and Performance-Contingent Structure
| Award Type | Grant Date | Qty/Value | Performance Metric | Weighting/Tranches | Actual Achievement | Vesting Schedule |
|---|---|---|---|---|---|---|
| Restructuring RSUs | Dec 2021 | 187,500 RSUs; Grant-date fair value included in $1,505,625 total (PSUs $0) | Time-based | 37,500 RSUs vest in equal installments on Feb 20, 2022 and Aug 20, 2022; 150,000 RSUs vest 25% on Nov 20, 2022 then equal quarterly over 3 years | Time-based only | As scheduled; remaining quarterly vesting through ~Nov 2025 subject to continued service |
| Restructuring PSUs | Dec 2021 | 100,000 PSUs; grant-date fair value $0 based on probability | YUPELRI net sales FY2022 | 25% threshold; 25% target; 50% maximum | None of the performance metrics achieved; Farnum forfeited all Restructuring PSUs | 50% upon certification of achievement; 50% one year thereafter (if achieved) |
2022 Retention/Restructuring Cash Bonuses
| Component | Amount | Condition | Dates |
|---|---|---|---|
| Installment 1 | 75% of annual bonus target | Continued employment | Paid if employed through Mar 15, 2022 |
| Installment 2 | 50% of annual bonus target | Continued employment | Paid if employed through Jun 15, 2022 |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % of Outstanding | Shares Outstanding Basis | Notes |
|---|---|---|---|---|
| Mar 1, 2022 | 202,834 | * (<1%) | Not disclosed in chunk | Includes shares and RSUs exercisable/releasable within 60 days per SEC rules |
| Mar 6, 2023 | 256,104 | * (<1%) | 63,225,611 shares | SEC methodology used; RSUs within 60 days count toward beneficial ownership |
Policies and alignment:
- Executive share ownership guidelines: CEO 6x salary; other executives 2x salary; compliance by Jan 1, 2023 or five-year anniversary of becoming an executive; thereafter measured annually; if not compliant, must hold 50% of after-tax shares acquired until compliant .
- Insider trading policy: prohibits transactions in publicly-traded options on TBPH; hedging/monetization requires pre-approval, and company does not intend to approve such transactions .
- Pledging: No pledging language disclosed in the cited sections; hedging restrictions noted .
- Director share ownership guidelines (not directly applicable to Farnum): 5x annual cash retainer; all compliant except those without sufficient tenure .
Employment Terms
Potential payments upon termination/change in control (hypothetical as of Dec 31, 2021):
| Component | Amount ($) | Notes |
|---|---|---|
| Bonus for year of termination | 230,000 | Payment at target |
| Cash severance | 1,035,000 | Plan pays 150% or 200% of base + target bonus, as applicable |
| Vacation payout | 37,485 | Standard payout |
| Options that vest | — | No options indicated |
| Restricted shares/RSUs that vest | 3,323,807 | Full vesting of unvested RSAs/RSUs, except PSUs; PSUs calculated per award terms |
| Health & welfare (COBRA) | 53,818 | Per plan |
| Total | 4,680,110 | Aggregate |
Change-in-control vesting mechanics:
- Options/RSUs become fully vested if the company is acquired and the holder is subject to an involuntary termination (double-trigger acceleration) .
- Farnum 2021 PSUs: 50% forfeited; of remaining 50%, 2% earned for each 1% by which change-in-control value exceeds base value ($8.19); all earned PSUs vest at closing (subject to plan) .
Clawback policy:
- NEOs subject to clawback aligned with SEC and Nasdaq rules for restatements due to material noncompliance .
Performance & Track Record
- Corporate execution highlights (2022): sold 85% economic interest in TRC for ~$1.1B upfront; retired outstanding debt; initiated and expanded capital return program up to $325M; maintained strong retention (voluntary turnover 11% vs industry 16%) and re-energized culture during restructuring . These outcomes contributed to 2022 NEO cash bonuses at 115% of target, including Farnum’s $264,500 payout .
- Pay-versus-performance context: 2022 PEO “compensation actually paid” vs TSR and net income provided; non-PEO NEO average “compensation actually paid” methodologies detailed, reflecting significant equity valuation adjustments .
Compensation Structure Analysis
- Shift to RSUs and performance-contingent PSUs: 2021 equity awards emphasized RSUs (time-based) and PSUs (performance-based), with PSUs set to challenging YUPELRI net sales targets; PSUs were forfeited in 2022 due to non-achievement, signaling rigorous performance hurdles .
- Increased guaranteed vs at-risk pay: 2022 saw cash elements (bonus and non‑equity incentive) while equity grants for Farnum were concentrated in late‑2021 (time-based RSUs continue vesting), reducing near-term new-at-risk equity issuance .
- Ownership alignment: 2x salary guideline and strong hedging restrictions support alignment; no pledging provisions referenced in cited sections .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 99% “For” vote, with compensation committee viewing high support as affirmation; no program changes made as a result .
Equity Ownership & Alignment (Detailed Vesting)
| Award | Grant Date | Quantity | Vesting Details |
|---|---|---|---|
| Promotional RSUs (time-based) | Dec 14, 2021 | 27,500 | 25% on first Company vesting date after one year, then equal quarterly installments over three years |
| Restructuring RSUs (time-based) | Dec 2021 | 37,500 + 150,000 | 37,500: equal installments on Feb 20, 2022 & Aug 20, 2022; 150,000: 25% on Nov 20, 2022, then equal quarterly over 3 years |
| Restructuring PSUs (performance-contingent) | Dec 2021 | 100,000 | 25% threshold, 25% target, 50% max based on FY2022 YUPELRI net sales; 50% vest upon certification, 50% one year later (if achieved); ultimately forfeited (0%) |
Risk Indicators & Red Flags
- Performance hurdles and PSU forfeiture: 0% PSU vesting in 2022 underscores aggressive targets and potential retention/sentiment implications for commercial leadership incentives .
- Hedging restricted; absence of pledging language in cited sections: reduces misalignment risks, though no explicit pledging policy noted in the referenced disclosures .
- Severance economics: significant acceleration value tied to RSUs in change-in-control scenarios ($3.32M component in 2021 pro forma), creating potential supply upon event-driven vesting .
Investment Implications
- Alignment: Farnum’s compensation is increasingly tied to time-based RSUs with ongoing quarterly vesting through ~Nov 2025, creating a predictable cadence of potential share releases; hedging restrictions and executive ownership guidelines support alignment, but absence of explicit pledging policy in cited sections leaves a gap to monitor .
- Performance sensitivity: The forfeiture of 2021 PSUs tied to YUPELRI net sales highlights high bars for commercial execution; future PSU frameworks should be assessed for achievability vs strategic trajectory .
- Event risk: Double-trigger acceleration of options/RSUs upon acquisition and involuntary termination can amplify sell-side supply in transaction scenarios; for Farnum, modeled 12/31/2021 change-in-control scenario totaled $4.68M, largely from RSU acceleration .
- Trading signals: Quarterly RSU vesting dates (company vesting cadence following Nov 20, 2022 grant) may correlate with Form 4 activity; monitor insider transactions and blackout windows to gauge selling pressure and sentiment.