Susannah Gray
Theravance BiopharmaAbout Susannah Gray
Susannah Gray (age 64) is an independent director of Theravance Biopharma (TBPH) since February 2023 and was elected Chair of the Board in October 2024 as part of TBPH’s separation of the Chair and CEO roles. She previously served as EVP & CFO of Royalty Pharma (2005–2018) and EVP, Finance & Strategy (2018–2019), and earlier held senior healthcare finance roles at CIBC World Markets, Merrill Lynch, and Chase Securities. She holds a BA (Wesleyan) and an MBA (Columbia). Her background is in healthcare finance, capital markets, and value-creation in biopharma, and the Board cites her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royalty Pharma | EVP & CFO | Jan 2005–Dec 2018 | Senior financial leadership during a long growth period |
| Royalty Pharma | EVP, Finance & Strategy | Dec 2018–Sep 2019 | Strategy and finance leadership prior to retirement |
| CIBC World Markets | Managing Director & Senior Analyst (Healthcare, High Yield) | 2002–2004 | Healthcare credit/markets expertise |
| Merrill Lynch; Chase Securities (predecessor to J.P. Morgan Securities) | Senior healthcare finance roles | Prior to 2002 | Sell-side and banking experience |
External Roles
| Company | Role | Since/Through | Notes |
|---|---|---|---|
| Maravai LifeSciences | Director | Since Nov 2020 | Public company board service |
| 4D Molecular Therapeutics | Director | Since Aug 2020 | Public company board service |
| Apria, Inc. | Director | Apr 2021–Mar 2022 | Prior public board; company sold in 2022 |
| Morphic Therapeutic | Director | Apr 2021–Jul 2024 | Prior public board; company sold in 2024 |
Board Governance
- Roles and independence: Independent director; elected Chair of the Board in Oct 2024 when TBPH separated the Chair/CEO roles. The Board has determined all directors other than the CEO are independent under Nasdaq rules; Gray is also designated an audit committee financial expert.
- Committees: Audit Committee member since Oct 2024; Audit Committee met 7 times in 2024 (O’Connor, Chair). Gray is not on Compensation or Nominating/Corporate Governance committees.
- Attendance and engagement: The full Board met 11 times in 2024; no director attended fewer than 75% of Board and committee meetings during their service period.
- Executive sessions: Independent directors hold regularly scheduled executive sessions.
- Shareholder engagement and activism context: In 2024 TBPH engaged with holders of a majority of outstanding shares and extended a Cooperation Agreement with Irenic Capital (added Jeremy Grant to Board). TBPH also formed an independent Strategic Review Committee in Nov 2024 to evaluate alternatives (no member list disclosed).
Fixed Compensation
| Component (Non‑Employee Directors) | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $50,000 | Standard retainer |
| Chair of the Board retainer (cash) | $35,000 | Applicable from Oct 2024; pro‑rated |
| Audit Committee: Chair | $20,000 | |
| Audit Committee: Member | $10,000 | Gray is a member (since Oct 2024; pro‑rated) |
| Compensation Committee: Chair | $15,000 | |
| Compensation Committee: Member | $7,500 | |
| Nominating/Corporate Governance: Chair | $10,000 | |
| Nominating/Corporate Governance: Member | $5,000 | |
| In‑person meeting fee (outside U.S.) | $1,500 per meeting |
| 2024 Actual – Susannah Gray | Amount |
|---|---|
| Cash fees earned/paid | $76,584 |
| Share awards (grant date fair value) | $99,996 |
| Option awards (grant date fair value) | $124,833 |
| Total | $301,413 |
Performance Compensation
| Equity Element | Grant Policy | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $100,000 grant date value | Vests in full by next AGM or first anniversary, subject to service | Non‑discretionary automatic award |
| Annual stock option grant | $125,000 Black‑Scholes value | Vests monthly over the earlier of one year or until next AGM | 10‑year term; FMV strike; 3‑year post‑service exercise (non‑cause); full vest on CIC/death/disability |
TBPH does not use performance‑conditioned equity for directors; awards are time‑based RSUs and options under the non‑employee director program.
Other Directorships & Interlocks
- Current public boards: Maravai LifeSciences (since Nov 2020) and 4D Molecular Therapeutics (since Aug 2020). Prior public boards include Apria (to Mar 2022) and Morphic Therapeutic (to Jul 2024). No committee roles disclosed in TBPH’s proxy.
- Interlocks: TBPH discloses no compensation committee interlocks or insider participation for 2024.
- Multiple board seats policy: TBPH limits directors to ≤4 public boards (≤2 for a CEO). All directors currently meet the policy. Gray serves on three public boards (TBPH, MRVI, FDMT), within limit.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” by the Board; deep healthcare finance and capital markets background (Royalty Pharma CFO, prior sell‑side and banking).
- Education: BA, Wesleyan University; MBA, Columbia University.
- Board skills matrix: Finance & accounting/audit; corporate/M&A; risk management; biopharma/life sciences.
Equity Ownership
| Ownership Measure | Value |
|---|---|
| Total beneficial ownership (ordinary shares) | 109,774 shares; <1% of outstanding |
| Unvested RSUs at 12/31/2024 | 15,602 |
| Stock options outstanding at 12/31/2024 | 78,286 |
| Director share ownership guideline | ≥5x annual cash retainer after 5 years of service |
| Compliance status (directors overall) | All in compliance except those without sufficient tenure to require compliance |
| Hedging/derivatives policy | Prohibits hedging/monetization arrangements; prohibits trading publicly‑traded options on TBPH securities |
No related‑party transactions, loans, or pledging by Gray are disclosed in TBPH’s 2025 proxy statement.
Governance Assessment
- Strengths
- Independent Chair since Oct 2024; separation of Chair/CEO roles enhances oversight and investor confidence.
- Audit Committee member and designated financial expert; strong finance/audit skillset on key committee.
- Attendance and engagement: Board met 11 times in 2024; no director fell below 75% participation.
- Ownership alignment: Mandatory director ownership guidelines and ongoing equity grants (time‑vested RSUs/options); anti‑hedging policy in place.
- Board responsiveness to shareholders: Active engagement and Cooperation Agreement with Irenic; addition of shareholder‑perspective directors; formation of independent Strategic Review Committee.
- Watch items
- Outside commitments: Multiple public boards, but within TBPH’s limit (≤4); nom/gov committee monitors time commitments.
- Option component in director pay can add leverage to equity exposure; however, grants are standardized and time‑vested.
No red flags identified for Gray regarding related‑party transactions, hedging/pledging, attendance, or independence. Say‑on‑Pay support in 2024 was 99%, a favorable governance signal for compensation oversight.