Rick E. Winningham

Chief Executive Officer at Theravance Biopharma Inc

Board

Since June 2014

Age

64 years

Education

Holds an M.B.A. from Texas Christian University and a B.S. degree from Southern Illinois University.

Tenure

Joined TBPH during its spin-off from Innoviva in June 2014 and has served as Chief Executive Officer since then, while also holding the position of Chairman since July 2013.

Also at Theravance Biopharma Inc

ÁM

Áine Miller

**Senior Vice President, Development and Head of Ireland Office**

Aziz Sawaf

Senior President and Chief Financial Officer (CFO)

BAG

Brett A. Grimaud

Senior Vice President, General Counsel, and Secretary

About

Rick E. Winningham is a seasoned leader in the biopharmaceutical industry, currently serving as the Chief Executive Officer and Chairman at Theravance Biopharma, Inc. At 64 years old as of March 2024, he brings decades of expertise in global marketing and operational management to the role.

With a strong background in medicine-related business administrations, he holds an M.B.A. from Texas Christian University along with a B.S. degree from Southern Illinois University. His early career included significant roles at Bristol Myers Squibb, where he developed extensive experience across various therapeutic networks.

Since joining TBPH in June 2014 during its spin-off from Innoviva, he has overseen major corporate initiatives, including the commercialization of breakthrough pharmaceuticals and financial strategies that enhanced shareholder value. His leadership at TBPH has been marked by the achievement of key milestones, including capital return programs and the attainment of Non-GAAP profitability.

$TBPH Performance Under Rick E. Winningham

Past Roles

Organization	Role	Date Range	Details
Retrotope, Inc.	Board Member	February 2021 - January 2022	Served on board
OncoMed Pharmaceuticals, Inc.	Board Member	June 2015 - April 2019	Served on board
Innoviva, Inc.	Chief Executive Officer	October 2001 - August 2014	Led the company prior to TBPH spin-off
Innoviva, Inc.	Chairman of the Board of Directors	April 2010 - October 2014	Oversaw board activities preceding TBPH role
Bristol Myers Squibb (BMS)	President, Oncology/Immunology/OTN	1997 - 2001	Oversaw the Oncology/Immunology/Oncology Therapeutics Network
Bristol Myers Squibb (BMS)	President, Global Marketing	2000 - 2001	Responsible for global marketing across various therapeutic areas
Bristol Myers Squibb (BMS) and predecessor	Various U.S. & Global Management Positions	1986 - 2001	Held multiple senior management roles

External Roles

Organization	Role	Date Range	Details
Jazz Pharmaceuticals plc	Board Member	Current	N/A
Rivus Pharmaceuticals, Inc.	Board Member	Current	N/A

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Salary	$1,047,431	Annual (2023 salary payments)	Includes amounts deferred pursuant to the company’s 401(k) plan
All Other Compensation	$5,000	Annual (2023 fixed payment)	Includes miscellaneous benefits and retirement contributions

Performance Compensation

Data from FY 2023

Performance Bonus

Metric Category	Target / Threshold	Actual Achievement	Additional Details
Commercial Goals	Net Sales: N/A; New Hospital Sales: Goal not explicitly stated	Net Sales: 30% achievement; New Hospital Sales: 125% achievement	Net Sales target not achieved; hospital goal exceeded
R&D Goals	PIFR 2 Results: N/A; Ampreloxetine Enrollment: N/A; Orphan Drug Designation: N/A	PIFR 2 Results: Not achieved; Ampreloxetine Enrollment: 25%; Orphan Drug Designation: 100%	Performance metrics set to be challenging; details provided for each measure
Corporate Goals	Non-GAAP Net Income: N/A; Employee-Centered Goal: N/A	Non-GAAP Net Income: 110%; Employee-Centered Goal: 100%	Metrics focused on operating performance and employee engagement
Overall Bonus Award	100% of target	40% of target; Cash bonus awarded: $251,000	Bonus awarded at a reduced percentage by the compensation committee

Performance Share-Based Awards

Performance Stock Units (PSUs)

Award Type	Grant Date	Grant Date Fair Value	Grant Date Stock Price	Number of Units	Vesting Schedule	Performance Metrics / Thresholds
PSUs	March 2023	$3,015,100	$10.04 per share	165,000	25% vest on Feb 20, 2024; 6.25% quarterly thereafter	20 trading day average closing price milestones: $13.05, $16.06, $19.08 (each milestone triggers vesting of 33.33% of PSUs)

Restricted Stock Units (RSUs)

Award Type	Grant Date	Number of Units	Vesting Schedule	Additional Details
RSUs	March 2023	165,000	25% vest on Feb 20, 2024; remaining units vest in equal quarterly installments over three years	Standard time-based vesting provided continuous service