Theravance Biopharma (TBPH) Appoints Jeremy Grant to its Board

Theravance Biopharma, Inc. (NASDAQ: TBPH) today announced the appointment to its Board of Directors of Jeremy Grant, who serves as a Special Advisor to Irenic Capital Management LP ("Irenic"). With the addition of Mr. Grant, Theravance has appointed four new directors to the Board since 2020.

"We are pleased to welcome Jeremy to the Theravance Board as a new independent director," said Rick E Winningham, Chairman and CEO of Theravance. "Jeremy's appointment underscores that Theravance values the perspectives of its investors and that the Board and management team are focused on our shared goal of maximizing value for shareholders. We look forward to benefitting from Jeremy's financial background and perspectives as a seasoned investor."

"I am excited to join the Theravance Board at this time," said Mr. Grant. "Theravance is operating from a position of strength, and I look forward to working with my fellow directors to deliver value to shareholders."

With the appointment of Mr. Grant, the Theravance Board will temporarily increase to 10 directors. As previously announced, Dr. Burton Malkiel has informed the Company that he does not intend to stand for re-election at the 2024 Annual General Meeting of Shareholders (the "2024 AGSM"), which is scheduled for May 8, 2024. Following the 2024 AGSM, the Board will comprise nine directors, eight of whom are independent.

In connection with today's announcement, Theravance has entered into a cooperation agreement (the "Agreement") with Irenic. Pursuant to the agreement, Irenic has agreed to customary standstill and voting commitments, among other provisions. The Agreement will be filed on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC").

"We appreciate the productive discussions we've had with Irenic and are pleased to have reached this agreement," Mr. Winningham continued. "Since mid-2022, we have returned over $300 million to shareholders, reduced shares outstanding by approximately 35%, eliminated debt, enhanced governance, progressed ampreloxetine into Phase 3 and grown YUPELRI sales while streamlining our expense base. Theravance is committed to maximizing shareholder value and plans to maintain our disciplined approach to expense management and implement cost-cutting initiatives within G&A. As we did earlier this year in increasing our capital return program from $250 million to $325 million, our Board is pleased to reaffirm our commitment to return all excess capital to shareholders through repurchases or dividends."

"Irenic invested in Theravance because we believe Rick and the team are well-positioned to complete the Phase 3 trial of ampreloxetine successfully and deliver value to shareholders from its market-leading respiratory portfolio," said Adam Katz, Co-founder and Chief Investment Officer of Irenic. "We believe Theravance is committed to operating in a disciplined manner and delivering enhanced value to shareholders."

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