Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | THERAVANCE BIOPHARMA, INC. |
Entity Central Index Key | 0001583107 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay-Versus-Performance As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our named executive officers (or “NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this disclosure differ from those required in the Summary Compensation Table. For our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average. Year Summary (1) Compensation (2) Average (3) Average (4) Value of Initial Fixed Net Income (7) VIATRIS (8) Total (5) Peer Group (6) 2022 $ 6,272,907 $ 6,747,378 $ 971,395 $ 789,294 $ 43.34 $ 111.27 $ 872,132 $ 48,624 2021 $ 4,451,942 $ 1,861,180 $ 2,841,340 $ 2,053,765 $ 42.68 $ 124.89 $ (199,426 ) $ 43,848 2020 $ 6,577,746 $ 1,845,635 $ 2,662,221 $ 944,742 $ 68.64 $ 125.69 $ (278,017 ) $ 43,893 (1) Our PEO for each year reported is Rick Winningham, our Chief Executive Officer. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Winningham in the “Total” column of the Summary Compensation Table in the applicable fiscal year. (2) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal years 2022, 2021 and 2020, which consisted solely of adjustments to the PEO’s equity awards: Description of Adjustment 2022 2021 2020 Summary Compensation Table – Total Compensation $ 6,272,907 $ 4,451,942 $ 6,577,746 - grant date fair value of option awards and stock awards granted in the covered fiscal year $ (4,497,647 ) $ (3,400,000 ) $ (4,977,600 ) + fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year $ 5,173,856 $ 1,878,500 $ 3,020,900 + change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years $ 27,094 $ (1,011,360 ) ($ 2,339,575 ) + fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year — — — + change in fair value as of the vesting date of option $ (228,833 ) $ (57,903 ) $ (435,836 ) - fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year — — — + dollar value of dividends or earnings paid on option — — — Total Equity Adjustments (subtotal) $ 474,471 $ (2,590,762 ) $ (4,732,111 ) Compensation Actually Paid $ 6,747,378 $ 1,861,180 $ 1,845,635 (3) The non-PEO NEOs for each year reported are as follows: For 2022: Andrew Hindman, Rhonda Farnum, Richard Graham and Ann Brady For 2021: Andrew Hindman, Rhonda Farnum, Richard Graham, Kenneth Pitzer, Frank Pasqualone and Philip Worboys For 2020: Andrew Hindman, Brett Haumann, Vijay Sabesan and Bradford Shafer The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in the applicable fiscal year. (4) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during fiscal years 2022, 2021 and 2020, which consisted solely of adjustments to the non-PEO NEOs’ equity awards: Description of Adjustment 2022 2021 2020 Summary Compensation Table – Total Compensation $ 971,395 $ 2,841,340 $ 2,662,221 - grant date fair value of option awards and stock awards granted in the covered fiscal year — $ (2,316,098 ) $ (1,746,186 ) + fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year — $ 2,069,643 $ 1,059,758 + change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years $ 86,152 $ (463,459 ) $ (867,244 ) + fair value on vesting date of option awards and stock — $ 34,125 — + change in fair value as of the vesting date of option awards $ (151,278 ) $ (94,489 ) $ (163,807 ) - fair value of as of prior fiscal year end of option awards and $ (116,975 ) $ (17,296 ) — + dollar value of dividends or earnings paid on option awards — — — Total Equity Adjustments (subtotal) $ (182,101 ) $ (787,575 ) $ (1,717,479 ) Compensation Actually Paid $ 789,294 $ 2,053,765 $ 944,742 (5) Cumulative total shareholder return on our ordinary shares from December 31, 2019 through December 31, 2020, December 31, 2021, and December 31, 2022 respectively. Assumes the investment of $100 on December 31, 2019 in our ordinary shares and assumes the reinvestment of dividends, if any, although dividends have never been declared on our ordinary shares. (6) Cumulative total shareholder return on the NASDAQ Biotechnology Index from December 31, 2019 through December 31, 2020, December 31, 2021, and December 31, 2022 respectively. Assumes the investment of $100 on December 31, 2019 in the NASDAQ Biotechnology Index and assumes the reinvestment of dividends. (7) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (8) The dollar amounts reported represent the amount of Viatris Collaboration Revenue reflected in our audited financial statements for the applicable year. | ||
Company Selected Measure Name | VIATRIS Collaboration Revenue | ||
Named Executive Officers, Footnote [Text Block] | (1) Our PEO for each year reported is Rick Winningham, our Chief Executive Officer. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Winningham in the “Total” column of the Summary Compensation Table in the applicable fiscal year. (2) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal years 2022, 2021 and 2020, which consisted solely of adjustments to the PEO’s equity awards: Description of Adjustment 2022 2021 2020 Summary Compensation Table – Total Compensation $ 6,272,907 $ 4,451,942 $ 6,577,746 - grant date fair value of option awards and stock awards granted in the covered fiscal year $ (4,497,647 ) $ (3,400,000 ) $ (4,977,600 ) + fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year $ 5,173,856 $ 1,878,500 $ 3,020,900 + change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years $ 27,094 $ (1,011,360 ) ($ 2,339,575 ) + fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year — — — + change in fair value as of the vesting date of option $ (228,833 ) $ (57,903 ) $ (435,836 ) - fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year — — — + dollar value of dividends or earnings paid on option — — — Total Equity Adjustments (subtotal) $ 474,471 $ (2,590,762 ) $ (4,732,111 ) Compensation Actually Paid $ 6,747,378 $ 1,861,180 $ 1,845,635 (3) The non-PEO NEOs for each year reported are as follows: For 2022: Andrew Hindman, Rhonda Farnum, Richard Graham and Ann Brady For 2021: Andrew Hindman, Rhonda Farnum, Richard Graham, Kenneth Pitzer, Frank Pasqualone and Philip Worboys For 2020: Andrew Hindman, Brett Haumann, Vijay Sabesan and Bradford Shafer The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in the applicable fiscal year. | ||
Peer Group Issuers, Footnote [Text Block] | (6) Cumulative total shareholder return on the NASDAQ Biotechnology Index from December 31, 2019 through December 31, 2020, December 31, 2021, and December 31, 2022 respectively. Assumes the investment of $100 on December 31, 2019 in the NASDAQ Biotechnology Index and assumes the reinvestment of dividends. | ||
PEO Total Compensation Amount | $ 6,272,907 | $ 4,451,942 | $ 6,577,746 |
PEO Actually Paid Compensation Amount | $ 6,747,378 | 1,861,180 | 1,845,635 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal years 2022, 2021 and 2020, which consisted solely of adjustments to the PEO’s equity awards: Description of Adjustment 2022 2021 2020 Summary Compensation Table – Total Compensation $ 6,272,907 $ 4,451,942 $ 6,577,746 - grant date fair value of option awards and stock awards granted in the covered fiscal year $ (4,497,647 ) $ (3,400,000 ) $ (4,977,600 ) + fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year $ 5,173,856 $ 1,878,500 $ 3,020,900 + change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years $ 27,094 $ (1,011,360 ) ($ 2,339,575 ) + fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year — — — + change in fair value as of the vesting date of option $ (228,833 ) $ (57,903 ) $ (435,836 ) - fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year — — — + dollar value of dividends or earnings paid on option — — — Total Equity Adjustments (subtotal) $ 474,471 $ (2,590,762 ) $ (4,732,111 ) Compensation Actually Paid $ 6,747,378 $ 1,861,180 $ 1,845,635 | ||
Non-PEO NEO Average Total Compensation Amount | $ 971,395 | 2,841,340 | 2,662,221 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 789,294 | 2,053,765 | 944,742 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during fiscal years 2022, 2021 and 2020, which consisted solely of adjustments to the non-PEO NEOs’ equity awards: Description of Adjustment 2022 2021 2020 Summary Compensation Table – Total Compensation $ 971,395 $ 2,841,340 $ 2,662,221 - grant date fair value of option awards and stock awards granted in the covered fiscal year — $ (2,316,098 ) $ (1,746,186 ) + fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year — $ 2,069,643 $ 1,059,758 + change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years $ 86,152 $ (463,459 ) $ (867,244 ) + fair value on vesting date of option awards and stock — $ 34,125 — + change in fair value as of the vesting date of option awards $ (151,278 ) $ (94,489 ) $ (163,807 ) - fair value of as of prior fiscal year end of option awards and $ (116,975 ) $ (17,296 ) — + dollar value of dividends or earnings paid on option awards — — — Total Equity Adjustments (subtotal) $ (182,101 ) $ (787,575 ) $ (1,717,479 ) Compensation Actually Paid $ 789,294 $ 2,053,765 $ 944,742 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Total Shareholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”), total compensation from the Summary Compensation Table (“SCT”), our cumulative Total Shareholder Return (“TSR”) and the TSR of the NASDAQ Biotechnology Index, assuming an initial fixed investment on December 31, 2019 of $100, for the fiscal years ended December 31, 2022, 2021 and 2020. A significant portion of our NEOs’ compensation consists of equity awards. As a result, the change between the values disclosed in our Summary Compensation Table and Compensation Actually Paid tends to be directionally aligned with changes in our TSR. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, total compensation from the SCT and our net income (loss) for the fiscal years ended December 31, 2022, 2021 and 2020. While we are required by SEC rules to disclose the relationship between our net income and “compensation actually paid” to our NEOs, this is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and VIATRIS Collaboration Revenue The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, total compensation from the SCT and our VIATRIS Collaboration Revenue for the fiscal years ended December 31, 2022, 2021 and 2020. | ||
Tabular List [Table Text Block] | Most Important Performance Measures Every year our board of directors sets a list of corporate goals as part of our annual business plan. These goals are used to evaluate our performance and the performance of our executive officers. These goals are used in our executive compensation programs, in particular in our annual bonus program. For 2022 these goals included: • YUPELRI ® (Revefenacin) Inhalation Solution net sales • Clinical study preparation (regulatory meetings), commencement, enrollment and results • Research program advancement (development candidate and indication nomination) • Corporate and business development achievements • Financial achievements, including cash flow positivity or non-GAAP profitability • Employee resources and cultural strength | ||
Total Shareholder Return Amount | $ 43.34 | 42.68 | 68.64 |
Peer Group Total Shareholder Return Amount | 111.27 | 124.89 | 125.69 |
Net Income (Loss) | $ 872,132,000 | $ (199,426,000) | $ (278,017,000) |
Company Selected Measure Amount | 48,624 | 43,848 | 43,893 |
PEO Name | Rick Winningham | Rick Winningham | Rick Winningham |
Additional 402(v) Disclosure [Text Block] | (5) Cumulative total shareholder return on our ordinary shares from December 31, 2019 through December 31, 2020, December 31, 2021, and December 31, 2022 respectively. Assumes the investment of $100 on December 31, 2019 in our ordinary shares and assumes the reinvestment of dividends, if any, although dividends have never been declared on our ordinary shares. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | YUPELRI® (Revefenacin) Inhalation Solution net sales | ||
Non-GAAP Measure Description [Text Block] | (8) The dollar amounts reported represent the amount of Viatris Collaboration Revenue reflected in our audited financial statements for the applicable year. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Clinical study preparation (regulatory meetings), commencement, enrollment and results | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Research program advancement (development candidate and indication nomination) | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Corporate and business development achievements | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Financial achievements, including cash flow positivity or non-GAAP profitability | ||
Measure [Axis]: 6 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Employee resources and cultural strength | ||
Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (4,497,647) | $ (3,400,000) | $ (4,977,600) |
Equity Awards Adjustments Year End Fair Value of Awards Granted in Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,173,856 | 1,878,500 | 3,020,900 |
Equity Awards Adjustments Change in Fair Value as of Year End of Outstanding and Unvested Awards Granted in Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 27,094 | (1,011,360) | (2,339,575) |
Equity Awards Adjustments Change in Fair Value as of Vesting Date of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (228,833) | (57,903) | (435,836) |
Net Adjustments for Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 474,471 | (2,590,762) | (4,732,111) |
Equity Awards Adjustments Adjustments for Equity Awards Failed to Meet Performance Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (116,975) | (17,296) | |
Non-PEO NEO [Member] | Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,316,098) | (1,746,186) | |
Non-PEO NEO [Member] | Equity Awards Adjustments Year End Fair Value of Awards Granted in Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,069,643 | 1,059,758 | |
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value as of Year End of Outstanding and Unvested Awards Granted in Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 86,152 | (463,459) | (867,244) |
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value as of Vesting Date of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (151,278) | (94,489) | (163,807) |
Non-PEO NEO [Member] | Net Adjustments for Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (182,101) | (787,575) | $ (1,717,479) |
Non-PEO NEO [Member] | Equity Awards Adjustments Change in Fair Value as of Vesting Date of Current Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 34,125 |