Theravance Biopharma Inc

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such officer complies, he or she will be expected to hold 50% of our after-tax shares acquired thereafter, whether by option exercise, vesting or settlement of equity awards.

Our named executive officers are subject to our clawback policy which, consistent with SEC and Nasdaq rules, requires the reimbursement of certain incentive-based compensation in the event of a restatement of our financial statements due to material noncompliance with any financial reporting requirement under U.S. securities laws.

Advisory Vote on Executive Compensation

Our most recent advisory vote on named executive officer compensation took place at our 2023 annual meeting of shareholders. Of the votes cast by our shareholders at the meeting, 89% voted “For” a non-binding advisory resolution approving the compensation of our named executive officers, as disclosed in the proxy statement for that meeting. Our compensation committee reviewed the results of the 2023 advisory vote and viewed the high level of shareholder support as an affirmation of our compensation policies. As a result, our compensation committee concluded that no revisions were necessary to our overall named executive officer compensation program or philosophy as a result of the advisory vote.

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.

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(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.

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(2)

In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal years 2023, 2022 and 2021, which consisted solely of adjustments to the PEO’s equity awards:

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(1)

The non-PEO NEOs for each year reported are as follows:

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For 2023: Richard Graham and Aziz Sawaf

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For 2022: Andrew Hindman, Rhonda Farnum, Richard Graham and Ann Brady

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For 2021: Andrew Hindman, Rhonda Farnum, Richard Graham, Kenneth Pitzer, Frank Pasqualone and Philip Worboys

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(2)

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.

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(3)

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 2023, 2022 and 2021, which consisted solely of adjustments to the non-PEO NEOs’ equity awards:

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(1)

Cumulative total shareholder return on our ordinary shares from December 31, 2020 through December 31, 2021, December 31, 2022, and December 31, 2023, respectively. Assumes the investment of $100 on December 31, 2020 in the NASDAQ Biotechnology Index and assumes the reinvestment of dividends.

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(2)

The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.

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Narrative Disclosure

Our compensation committee makes executive compensation decisions in consultation with our compensation consultant based on a number of factors, including, without limitation, market conditions, individual NEO performance and experience, targeted executive retention efforts in connection with our restructuring, and incentivizing achievement of long-term drug development and commercialization goals.

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”) and our cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment on December 31, 2020 of $100, for the fiscal years ended December 31, 2023, 2022 and 2021. In addition, the SCT total compensation of our PEO and the average SCT total compensation for our non-PEO NEOs, each as disclosed in the table above, are included in the following graph as supplemental disclosures for each of the periods presented.

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, 2023, 2022 and 2021. While we are required by the 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. In addition, the SCT total compensation of our PEO and the average SCT total compensation for our non-PEO NEOs, each as disclosed in the table above, are included in the following graph as supplemental disclosures for each of the periods presented.