Rick Winningham
Theravance BiopharmaAbout Rick Winningham
Rick E. Winningham, age 65, is Chief Executive Officer and Director of Theravance Biopharma (TBPH). He has served on the Board since July 2013 (Chairman until October 2024) and as CEO since TBPH’s spin-off from Innoviva in June 2014; he holds an MBA from Texas Christian University and a BS from Southern Illinois University . 2024 operating highlights used in compensation decisions included YUPELRI net sales up 8% to $238.6M and hospital volumes up 41%, continued Phase 3 CYPRESS enrollment, and achievement of a $50M Trelegy royalty milestone tied to 2024 sales; TBPH’s TSR value (fixed $100 baseline at 12/31/2021) improved from 63.25 (2023) to 85.16 (2024) while 2024 net loss was $56.4M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Theravance Biopharma | Chief Executive Officer | 2014–present | Led post-spin strategy; oversaw commercial execution (YUPELRI growth), clinical progress (ampreloxetine), and monetization of royalty assets used as inputs to incentive design . |
| Innoviva (formerly Theravance, Inc.) | Chief Executive Officer; Chairman | CEO 2001–2014; Chair 2010–2014 | Led portfolio/partnering strategy prior to TBPH spin; governance experience as Chair informs TBPH board leadership transition in 2024 . |
| Bristol-Myers Squibb | President, Oncology/Immunology/OTN; President, Global Marketing | 1997–2001 (OTN); 2000–2001 (Global Marketing) | Ran major therapeutics businesses and global marketing across CV, ID, Immunology, Oncology/Metabolics, GU/GI/Neuroscience, bringing big-pharma operating depth . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jazz Pharmaceuticals plc | Director | Current | Public biopharma board service . |
| Rivus Pharmaceuticals, Inc. (private) | Director | Current | Private biopharma board service . |
| Biotechnology Innovation Organization (BIO) | Director; Health Section Governing Board Standing Committee on Reimbursement | Current | Industry policy and reimbursement expertise . |
| California Life Sciences Association (CLSA)/California Healthcare Institute | Director; Chairman (CHI 2014–2015) | Prior | State advocacy leadership; served on CLSA board until July 2023 . |
| OncoMed Pharmaceuticals, Inc. | Director | 2015–2019 (prior) | Public biopharma board experience . |
| Retrotope, Inc. (private) | Director | 2021–2022 (prior) | Private biopharma board experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 1,047,431 | 1,047,431 |
| Target Bonus (% of salary) | 60% (unchanged into 2024) | 60% |
| Discretionary Bonus ($) | — | 9,802 |
| Non-Equity Incentive Plan Payout ($) | 251,000 | 490,198 |
| Share Awards Grant-Date Fair Value ($) | 3,015,100 | 2,443,500 (incl. PSUs valued via Monte Carlo) |
| Total Compensation ($) | 4,318,531 | 3,995,931 |
| 2025 Cash Comp Changes | No increase in salary or target bonus (4th year) | No increase in salary or target bonus (4th year) |
- Say-on-Pay support: 99% FOR at 2024 AGM ; 2025 AGM tallies: For 30,154,992; Against 374,257; Abstain 9,536,311; Broker non-votes 5,680,519 .
Performance Compensation
Annual Cash Bonus Design (2024)
- Target = 60% of salary for CEO; payouts range up to 200% of target based on corporate goal attainment and individual performance .
- Goals grouped into Commercial, Development, and Corporate categories; set to be “more than reasonably achievable” to drive stretch performance .
- 2024 achievements highlighted: YUPELRI net sales +8% to $238.6M; hospital volumes +41%; progress on CYPRESS; $50M Trelegy milestone achieved in Feb 2025 for 2024 sales .
Long-Term Equity (granted 2024; RSUs + PSUs)
| Award Type | Grant Date | Grant Size | Vesting | Performance Conditions |
|---|---|---|---|---|
| Time-vested RSUs | Apr 2, 2024 | 150,000 units | 25% on Feb 20, 2025; remaining 75% in equal quarterly installments over next 3 years (company vesting dates) | None (service-based). |
| Performance-based RSUs (PSUs) | Apr 2, 2024 | 50,000 units shown at threshold (1 tranche) | After performance achieved, service vests retroactively from grant: 25% on Feb 20, 2025 and 6.25% each quarterly vest date thereafter | Three share-price hurdles over any 20-trading-day average within 4 years: $12.42 (33.3%), $14.49 (33.3%), $16.56 (33.3%) . |
- 2023 PSUs: 55,000 units shown at threshold; similar three-hurdle structure (market-based) .
- Mix: ~50% of 2024 executive equity awarded as PSUs, increasing pay-performance sensitivity to share price .
- 2025: No annual equity grant was awarded to Winningham (cost discipline; at his suggestion) .
Pay vs. Performance (SEC Item 402(v))
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | TSR Value (Fixed $100 Starting 12/31/2021) | Net Income ($000s) |
|---|---|---|---|---|
| 2022 | 6,272,907 | 6,747,378 | 63.14 | 872,132 |
| 2023 | 4,318,531 | 4,116,164 | 63.25 | (55,193) |
| 2024 | 3,995,931 | 2,089,290 | 85.16 | (56,418) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,760,132 shares (3.5% of outstanding as of 3/21/2025, base 50,001,332 shares) . |
| Near-term vesting/exercisable | Includes 407,708 options exercisable within 60 days and 30,313 RSUs/PSUs releasing within 60 days (component of above) . |
| Outstanding options | 364,792 exercisable; 150,208 unexercisable; strike $10.24; expiration 2/24/2032 . |
| YE 2024 stock price (for valuation footnotes) | $9.41 per share (used to compute RSU market values) . |
| In-the-money status at YE 2024 | Options OTM at YE 2024 (strike $10.24 > $9.41) . |
| 2024 RSU vesting cadence | 25% of 150,000 (37,500) on 2/20/2025; remaining 112,500 vests evenly over 12 quarters (9,375/shr per quarter) thereafter, subject to service . |
| PSU triggers (2024 grant) | Price hurdles: $12.42 / $14.49 / $16.56 (33.3% each), 20-day avg within 4 years; after achievement, 4-year service vest schedule applies . |
| Ownership guidelines | CEO must hold 6x base salary; all NEOs in compliance (except those not yet at five-year mark) . |
| Hedging/derivatives policy | Hedging/monetization transactions require pre-approval; company has not and does not intend to approve such transactions; trading in publicly-traded options is prohibited . |
| Pledging | No explicit pledging disclosure identified in the proxy sections reviewed . |
| 2024 share purchases (RSPA) | Committed ~20% of after-tax salary to periodic purchases; 13,395 shares bought in 2024 for ~$120,116.70 at market close prices after earnings windows . |
Implications: 2024 RSU quarterly vesting creates steady supply from 2025–2028; PSUs can accelerate alignment and add potential supply if price hurdles are achieved; OTM options do not create near-term exercise pressure at YE 2024 levels .
Employment Terms
- At-will employment; “cause” includes unauthorized disclosure causing material harm, felony conviction, gross negligence, or repeated failure to perform after notice .
- Non-CIC severance (Winningham-specific): If terminated without cause and not eligible under the severance plan, lump sum equal to 24 months’ salary plus 2x current target bonus (requires release) .
- CIC severance (double-trigger; within 3 months before or 24 months after CIC): 200% of salary and target bonus; pro-rata target bonus for year of termination; up to 18 months COBRA; full vesting of unvested options/other equity (PSUs subject to special CIC performance assessment) .
- CIC PSU assessment: Performance period ends at CIC; targets assessed using transaction per-share value; if CIC value < $10.35 grant-date price, PSUs forfeited; between base and targets, interpolate; service vesting remains four years from 2/20/2025 (25% then quarterly) .
- 280G: Legacy Innoviva plan participants receive excise tax gross-up; Mr. Winningham is the only NEO eligible for this benefit (shareholder-unfriendly) .
- Clawback: Compliant with SEC/Nasdaq rules for restatements .
- Perquisites/retirement: Minimal; broad-based 401(k) with up to $5,000 company match; no SERP; no non-qualified deferred compensation .
Board Governance
- Board service: Director since July 2013; served as Chairman until October 2024; in Oct 2024, roles were separated and Susannah Gray became Chair, with Winningham continuing as CEO and director—improving independence in oversight .
- Independence/committees: Audit, Compensation, and Nominating/Governance committees composed of independent directors; each committee operates under a written charter .
- Director fee framework (non-employee directors): Chair $35,000 (from Oct 2024); Lead Independent Director $25,000 (until Oct 2024); Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; Nominating Chair $10,000/member $5,000; plus fees for certain other committees; in-person meeting travel fee $1,500 for meetings outside U.S. .
- Director ownership guidelines: 5x annual cash retainer within five years; compliance reported except where tenure insufficient .
Risk Indicators and Red Flags
- 280G excise tax gross-up eligibility for CEO under legacy plan (rare; viewed as shareholder-unfriendly) .
- Significant performance equity tied to stock-price hurdles; may incent short-term price focus, but also tightens alignment with shareholders .
- Options outstanding largely OTM at YE 2024 (reduced exercise pressure); RSU quarterly vests create predictable supply cadence through 2028 .
- Hedging/derivatives prohibited in practice; no pledging disclosure identified, reducing alignment concerns, but absence of explicit pledging ban language in excerpted sections should be noted .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: 99% FOR .
- 2025 Say-on-Pay: For 30,154,992; Against 374,257; Abstain 9,536,311; Broker non-votes 5,680,519 .
Selected Performance Context (used in Compensation Narrative)
| Item | 2024 Value/Status |
|---|---|
| YUPELRI total net sales | $238.6M (+8% YoY) |
| YUPELRI hospital volumes | +41% YoY |
| Ampreloxetine (CYPRESS) | Enrollment on track for mid-2025 completion; data ~6 months later |
| Trelegy milestones | $50M milestone paid Feb 2025 for 2024 sales; with 2024 sales of $3.46B, ≥$50M projected for 2025 at similar levels; only ~2% growth needed for $100M in 2026 |
Insider Transactions and Controls
- 2024 CEO Share Purchase Program (RSPA): ~20% of after-tax salary redeployed into TBPH shares quarterly post-earnings; 13,395 shares for ~$120,116.70 total consideration .
- Section 16 compliance: One Form 4 for 3,193-share purchase filed 1 day late due to administrative error .
- Related-party transactions policy: Audit Committee review/approval required for items >$120,000; RSPA disclosed with cross-reference to filed form .
Investment Implications
- Pay-for-performance alignment improving: flat cash comp since 2021, heavier performance equity (PSUs ~50% of 2024 equity) and a 2025 no-grant decision signal cost discipline and alignment; share-purchase plan adds positive insider signal .
- Watch PSU price triggers ($12.42/$14.49/$16.56) as catalysts: crossing hurdles can unlock PSU vesting and increase realized pay; monitor for supply from service-based vesting thereafter .
- Supply dynamics: 2024 RSU grant vests 37,500 shares in Feb 2025, then ~9,375 quarterly through 2028; options were OTM at YE 2024, reducing near-term exercise overhang at those levels .
- Change-in-control economics: Double-trigger with 2.0x salary+bonus for CEO and full equity vesting (PSUs assessed at CIC value) could influence negotiation posture; 280G gross-up for CEO is a governance overhang in a sale scenario .
- Governance: Separation of Chair/CEO in Oct 2024 strengthens oversight; committees fully independent; insider hedging effectively prohibited; no pledging disclosure noted in proxy excerpts reviewed .