DEF 14A of United Therapeutics Corp, Apr 29, 2024

DEF 14A of United Therapeutics Corp

Filed Apr 29, 2024 · FY20230001082554-24-000017

Open on EDGAR

  1. Features of our Executive Compensation Program—Other Executive Compensation Policies and Practices—Stock

    Features of our Executive Compensation Program—Other Executive Compensation Policies and Practices—Stock Ownership Guidelines. Board of Directors and Nominees The following presents information concerning persons nominated for election as directors at our Annual Meeting, including their age as of the date of this Proxy Statement, membership on committees of our Board, principal occupations or affiliations during the last five years or more, director qualifications, and certain other directorships held. For additional information concerning the director nominees, including stock ownership and compensation, see the section entitled Non-Employee Director Compensation and the Other Matters—Beneficial Ownership of Common Stock table below. Our Corporate Governance

  2. Features of our Executive Compensation Program—Other Executive Compensation Policies and Practices—Stock

    | 22 | United Therapeutics, a public benefit corporation |

  3. Features of our Executive Compensation Program—Other Executive Compensation Policies and Practices—Stock

    Nominees for Election at our 2024 Annual Meeting of Shareholders Mr. Causey, Professor Dwek, Mr. Giltner, Mr. Kurzweil, Dr. Maxwell, Professor Mesa, Dr. Olian, Mr. Patusky, Dr. Rothblatt, Dr. Sullivan, and Governor Thompson were each previously elected by shareholders at our 2023 Annual Meeting to serve a one-year term. Ms. Malcolm has been nominated as a new director candidate. All twelve of our director-nominees have been nominated for election at our 2024 Annual Meeting to serve a one-year term.

  4. Features of our Executive Compensation Program—Other Executive Compensation Policies and Practices—Stock

    | | Christopher Causey, M.B.A. | | | | Age: 61 Director Since: 2003 | Committees: Nominating and Governance (Chair) Audit |

  5. Background

    Background Mr. Causey served as the Principal of the Causey Consortium, a professional services organization providing business strategy and marketing counsel to the healthcare industry, from 2002 until his retirement in 2021. Previously, Mr. Causey served as a senior marketing officer for a variety of healthcare companies. From 2001 to 2002, Mr. Causey served as Chief Marketing Officer for Definity Health Incorporated. He was also a member of the board of directors of Data Sciences International, Inc., a private company that develops wireless physiological monitoring solutions, from 2008 to 2013. Mr. Causey currently serves on the Board of Trustees of The College of Wooster. Mr. Causey received his bachelor's degree in psychology from The College of Wooster, and his M.B.A. from The George Washington University.

  6. Director Qualifications

    Director Qualifications Drawing upon nearly 30 years of experience in strategic planning and marketing for health care delivery, financing, and biotechnology organizations, including as Principal of Causey Consortium, Mr. Causey brings to our Board substantial experience in the health care and biotech industries. Our Board benefits from Mr. Causey’s extensive leadership experience as a senior health care marketing executive. Our Board has determined that Mr. Causey meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

  7. Director Qualifications

    | | Raymond Dwek, C.B.E., F.R.S. | | | | Age: 82 Director Since: 2002 | Committees: Compensation |

  8. Background

    Background Professor Dwek is a Fellow of the Royal Society, London, and served as Director of the Glycobiology Institute at the University of Oxford from 1988 to 2021. He also served as Professor of Glycobiology at the University of Oxford from 1988 through 2009, and currently serves as Professor Emeritus. He was President of the Institute of Biology (a professional organization) from 2008 through 2010. From 2000 to 2006, Professor Dwek served as head of the Department of Biochemistry at the University of Oxford. Professor Dwek has been serving in various positions at the University of Oxford since 1966. In 1988, Professor Dwek was the scientific founder of Oxford GlycoSciences PLC, which was publicly-traded on the London Stock Exchange and Nasdaq, and he served as a member of its board of directors until its sale in 2003. The company, in collaboration with Professor Dwek's Glycobiology Institute, successfully developed an FDA-approved treatment for Gaucher disease. He was the 2007 Kluge Chair of Technology and Society at the U.S. Library of Congress. Professor Dwek is the founder of glycobiology, the study of the structure, biosynthesis, and biology of sugar chains attached to proteins. Professor Dwek studied Chemistry at Manchester University. After completing his M.Sc., he pursued a DPhil in Chemistry. He holds a D.Sc and M.A from Oxford University. He has been elected Fellow of the Royal Society (FRS), Fellow of the Royal Society of Chemistry (FRSC), and an Honorary Fellow Royal Institute of Physicians (Hon FRCP), and was awarded the Commander of the Order of the British Empire (CBE) honour, as well as the Romanian Order of Merit. He has been awarded honorary degrees from numerous universities worldwide.

  9. Director Qualifications

    Director Qualifications Professor Dwek has extensive scientific experience as both the head of the Department of Biochemistry at the University of Oxford, one of the world’s largest biochemistry departments, and as a biotechnology innovator at organizations such as the Glycobiology Institute and Oxford GlycoSciences PLC. In evaluating existing and potential new programs, our Board benefits from his scientific insight and experience in pharmaceutical research and development. Our Corporate Governance

  10. Director Qualifications

    | 2024 Proxy Statement | 23 |

  11. Director Qualifications

    | | Richard Giltner | | | | Age: 60 Director Since: 2009 | Committees: Audit (Chair) Nominating and Governance |

  12. Background

    Background From 2009 until his retirement in 2010, Mr. Giltner was a portfolio manager at Lyxor Asset Management, an asset management group at the French bank Société Générale. From 2006 until 2009, he served as a managing director of Société Générale Asset Management, an international fund management firm, and head of the European office for its fund of hedge funds group. From 2003 to 2006, Mr. Giltner was the global head of foreign exchange options for the investment banking arm of Société Générale. He also held various other managerial positions within Société Générale from 1991 until 2003. Mr. Giltner has been a private investor since his retirement from Société Générale in 2010. Mr. Giltner received his bachelor's degree from Northwestern University.

  13. Director Qualifications

    Director Qualifications Mr. Giltner brings to our Board decades of experience in the financial sector, including international financial markets, financial derivatives, alternative investments, and asset management. As our business continues to grow and expand, our Board benefits from Mr. Giltner’s global business and financial experience and his perspective as an institutional investor, as well as his leadership experience in international finance from his service in various management roles at Société Générale. Our Board has determined that Mr. Giltner is an audit committee financial expert as defined under the rules and regulations of the SEC and meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

  14. Director Qualifications

    | | Ray Kurzweil | | | | Age: 76 Director Since: 2002 | Committees: None |

  15. Background

    Background Mr. Kurzweil is an inventor, entrepreneur, and author, and has created several important technologies in the artificial intelligence field. He has received the National Medal of Technology, the MIT Lemelson Prize, twenty-one honorary doctorates, a Grammy award for his contributions to music technology, and honors from three U.S. Presidents. In 2002, Mr. Kurzweil was inducted into the National Inventors Hall of Fame. Since 1995, Mr. Kurzweil has served as the Chief Executive Officer of Kurzweil Technologies, Inc., a technology development firm. Since January 2013, he has also served as a Director of Engineering and currently serves as Principal Researcher and AI Visionary for Google, a global technology and Internet search company. Mr. Kurzweil previously served on the boards of directors of Inforte Corp. and Medical Manager Corporation, both of which were publicly-traded. Mr. Kurzweil has a B.S. in Computer Science and Literature from the Massachusetts Institute of Technology.

  16. Director Qualifications

    Director Qualifications Mr. Kurzweil brings to our Board extensive technological experience as an inventor and technology developer. His technical experience in the areas of artificial intelligence, telemedicine, and pharmaceutical research and development, and his experience in building businesses around his inventions, provide our Board with perspective in evaluating current and proposed technologies and business opportunities. In particular, Mr. Kurzweil has over 60 years of experience in the field of artificial intelligence, and has brought many artificial intelligence- related inventions to market. Artificial intelligence technologies are becoming increasingly important in the field of medicine, making Mr. Kurzweil's expertise highly valuable to United Therapeutics. Mr. Kurzweil also brings to our Board substantial corporate leadership experience from his role as Chief Executive Officer of Kurzweil Technologies, Inc., as well as public company governance experience through previous directorships. Our Corporate Governance

  17. Director Qualifications

    | 24 | United Therapeutics, a public benefit corporation |

  18. Director Qualifications

    | | Jan Malcolm | | | | Age: 67 Director Since: N/A | Committees: None |

  19. Background

    Background Ms. Malcolm is an accomplished leader in health policy, public health, and health care finance and delivery. She has demonstrated a career-long dedication to improving the health of the public and the care of complex populations. Twice Minnesota’s Commissioner of Health under three governors representing two political parties (from 1999-2003 and from 2018 until her retirement in January 2023), Ms. Malcolm earned a national reputation as one of the first health care leaders to highlight health disparities and the impact of social determinants of health. As Health Commissioner during the COVID-19 pandemic, she also played an instrumental and visible role in educating the public, creating dynamic and user-friendly systems for sharing COVID-19 data with the people of Minnesota, and rapidly expanding testing capacity. Prior to the COVID-19 pandemic, the Minnesota Department of Health had a budget of over $600 million per year from all funding sources, and employed over 1,500 highly professional staff. During the pandemic the budget and staffing more than doubled with federal funds, staff re-deployments, and temporary contractors. In recognition of her many accomplishments, in February 2024 the American Medical Association (AMA) presented Ms. Malcolm with the AMA Award for Outstanding Government Service. Prior to being re-appointed Commissioner in 2018, Ms. Malcolm was an adjunct faculty member at the University of Minnesota School of Public Health, where she co-directed a national research and leadership development program funded by the Robert Wood Johnson Foundation. Ms. Malcolm also served as vice president of the Allina Health system from 1994 to 1999 and 2013 to 2016, with responsibilities spanning corporate communications, public affairs, government relations, health policy, community relations, and philanthropy. From 2005 to 2013, she served as CEO of the Courage Center, a leading provider of rehabilitation and health services for people with disabilities serving over 12,000 patients annually. Ms. Malcolm received a bachelor’s degree in philosophy and psychology from Dartmouth College.

  20. Director Qualifications

    Director Qualifications If elected to our Board, Ms. Malcolm’s deep public health and government relations experience will be invaluable as we tackle the diverse array of challenges we will face in our efforts to revolutionize the treatment of end-stage organ disease through the development, commercialization, and distribution of manufactured organs. Through her experiences as Commissioner of Health for the State of Minnesota and as CEO of the Courage Center, she also has hands-on operational experience managing complex organizations, which we believe will give her valuable practical insights in guiding our company. Finally, her focus on healthcare equity matters aligns with our public benefit purpose of bringing a brighter future to patients, regardless of their financial resources. Our Corporate Governance

  21. Director Qualifications

    | 2024 Proxy Statement | 25 |

  22. Director Qualifications

    | | Linda Maxwell, M.D., M.B.A. | | | | Age: 50 Director Since: 2020 | Committees: Audit |

  23. Background

    Background Dr. Maxwell is an experienced physician-surgeon, an educator, a published scientific author, and a health technology entrepreneur and innovator. She began her professional career in 2006 as an academic ENT surgeon. Most recently in March 2021, she joined DCVC, a Silicon Valley venture capital firm, as an Operating Partner where she focuses on portfolio company governance and due diligence. From 2015 through January 2024, Dr. Maxwell was an Adjunct Professor of Surgery at the University of Toronto, a public university, Distinguished Visiting Professor at Toronto Metropolitan University (formerly known as Ryerson), a public university, and Associate Scientist at the Li Ka Shing Knowledge Institute in Toronto, a research and educational center. She served as Founding and Executive Director of the Biomedical Zone in 2015, Canada's only hospital-embedded, physician-led business incubator for emerging health technology companies. In that capacity, she guided a wide variety of startup companies through clinical development, capitalization, and commercialization. From 2013 to 2014, Dr. Maxwell managed a life sciences tech transfer portfolio at the University of Oxford and the UK National Health Service, executing patent strategy, spin-out company formation, and early-stage capital raising. She has also served as a healthcare innovation expert to various Canadian federal, provincial, and local government entities, as a member of the Department Audit Committee of the Public Health Agency of Canada, and as an advisor to the Canadian Medical Association and the Canadian Space Agency. She is a graduate of Harvard College and Yale Medical School, and holds an MBA from Oxford University. Dr. Maxwell completed surgical training at the University of Toronto and is double board certified in Otolaryngology-Head Neck Surgery and Facial Plastic Reconstructive Surgery. She holds an ICD.D designation, awarded by the Institute of Corporate Directors, University of Toronto, School of Management. She is a member of NACD and completed the Diligent Climate Leadership Certificate in 2022. She previously served as a member of the board of directors of Profound Medical Inc., a publicly-traded company.

  24. Other Current Public Company Board

    Other Current Public Company Board •ImmunityBio, Inc.

  25. Director Qualifications

    Director Qualifications Dr. Maxwell brings to our Board important expertise as a medical doctor, as a health technology entrepreneur and innovator, and as an expert in corporate governance. Her experience in guiding emerging health technology companies through clinical development and commercialization is highly valued to an entrepreneurial biotech company like United Therapeutics. In addition, our Canadian operations have become increasingly important in recent years, so Dr. Maxwell's knowledge of the Canadian regulatory environment is very valuable to us. Our Board has determined that Dr. Maxwell meets the financial sophistication requirements of Nasdaq's listing standards for Audit Committee members. Our Corporate Governance

  26. Director Qualifications

    | 26 | United Therapeutics, a public benefit corporation |

  27. Director Qualifications

    | | Nilda Mesa, J.D. | | | | Age: 64 Director Since: 2018 | Committees: Compensation Nominating and Governance |

  28. Background

    Background Professor Mesa has had a long and innovative career in environment, energy, and sustainability at the city, state, national, and global levels, and now writes and presents extensively on climate, energy, equity, and urban systems relating to them. From 2014 to 2016, Professor Mesa served as Director of the New York City Mayor’s Office of Sustainability, where she led the pathbreaking OneNYC long-term sustainability plan for the city. As chief sustainability officer for New York City, she oversaw programs in climate, energy, sustainability, air quality and public health, waste, green buildings, transportation, public education, and other initiatives. In 2016, she returned to Columbia University, where she had previously served, as an adjunct professor at the School of International and Public Affairs, as well as Director of the Urban Sustainability and Equity Planning Program with Columbia’s Center for Sustainable Urban Development at the Earth Institute. She was also Adjunct Professor in the Graduate School of Architecture, Planning, and Preservation. In 2006, she founded Columbia’s Office of Environmental Stewardship, one of the first in the United States for a university. She also served as Chief Administrative Officer at the Columbia Journalism School from 2012 to 2014. Before joining Columbia, Professor Mesa served in environmental leadership roles at the White House Council on Environmental Quality, the U.S. Air Force, the U.S. Environmental Protection Agency, and the California Attorney General’s office, and practiced law in both the public and private sectors. Her work has involved extensive international experience, including most recently a 2018 to 2021 appointment as a visiting professor and lecturer at the Paris School of International Affairs at SciencesPo (Paris Institute of Political Studies), an international research university in France. She is the co-author of Collaborating for Climate Resilience (Routledge, 2021), and a contributor to Smarter New York City: How City Agencies Innovate (Columbia University Press, 2019). She is a graduate of Harvard Law School and Northwestern University.

  29. Director Qualifications

    Director Qualifications Professor Mesa brings to our Board extensive executive leadership experience, particularly in the area of environmental stewardship, energy, and sustainability. As we continue to operate and grow our business in an environmentally sustainable fashion, we expect Professor Mesa’s insights to be extremely valuable. In addition, our Board benefits from her experience working in a variety of scientific, academic, government, legal, and international settings. Our Corporate Governance

  30. Director Qualifications

    | 2024 Proxy Statement | 27 |

  31. Director Qualifications

    | | Judy Olian, Ph.D. | | | | Age: 72 Director Since: 2015 | Committees: Audit |

  32. Background

    Background Dr. Olian has served as President of Quinnipiac University, a private university, since July 2018. Previously, she served as dean of the UCLA Anderson School of Management and the John E. Anderson Chair in Management from 2006 to 2018. Her research and business expertise centers on aligning organizational strategies and design with human resource systems and incentives, and managing top management teams. She began her UCLA appointment after serving as dean and professor of management at the Smeal College of Business Administration at Pennsylvania State University. Earlier, she served in various faculty and executive roles at the University of Maryland and its Robert H. Smith School of Business. Dr. Olian serves or has been a member of various advisory boards (including the U.S. Studies Centre at the University of Sydney, Peking University Business School’s International Advisory Board, the Connecticut Governor’s Workforce Council, the Business-Higher Education Forum, New Haven Promise, and Catalyst, a leading global think tank for women in business) and served as Chair of the Loeb Awards for Business Journalism. In 2024, she was appointed by the Governor of Connecticut to co-chair AdvanceCT, a public private entity that attracts and retains businesses in the state, and since 2022 she has served on the board of Hartford Healthcare, the largest healthcare system in Connecticut. Born and raised in Australia, Dr. Olian received her B.S. in Psychology from the Hebrew University, Jerusalem and her M.S. and Ph.D. in Industrial Relations from the University of Wisconsin, Madison. She was the Chair of AACSB International, the premier thought leadership and accreditation organization for leading global business schools, and currently serves on the board of directors of Ares Management, L.P., a publicly-traded global alternative asset management firm, and Mattel, Inc., a publicly-traded multinational toy manufacturing company.

  33. Other Current Public Company Boards

    Other Current Public Company Boards •Ares Management, L.P. •Mattel, Inc.

  34. Director Qualifications

    Director Qualifications As the president of a prestigious university and former dean of one of the world’s leading business schools, Dr. Olian brings valuable expertise in managing and leading a large organization. Her academic expertise, which centers on the alignment of organizational strategies with human resource systems and incentives, provides valuable insight to a growing biotech company like United Therapeutics. In addition, her service as a director of Ares Management and Mattel provides valuable public company board experience. Our Board has determined that Dr. Olian meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members. Our Corporate Governance

  35. Director Qualifications

    | 28 | United Therapeutics, a public benefit corporation |

  36. Director Qualifications

    | | Christopher Patusky, J.D., M.G.A. | | | | Age: 60 Director Since: 2002 Vice Chair of the Board Lead Independent Director | Committees: Compensation (Chair) Nominating and Governance |

  37. Background

    Background Mr. Patusky has 35 years of experience in the private, public, and non-profit sectors. After graduating from Harvard Law School, he practiced law from 1988 to 2000, focusing on litigation, intellectual property, and business startups. His legal work included co-leading a team that obtained the first approval from the Federal Communications Commission and the United Nations' International Telecommunications Union of the use of stratospheric stations for delivery of telecommunication services worldwide. After receiving a master’s degree in governmental administration from the University of Pennsylvania in 2001, Mr. Patusky served from 2002 to 2007 as Executive Director and faculty member at the University of Pennsylvania’s Fels Institute of Government where he directed the implementation of an innovative performance management system for the 270 schools of the Philadelphia School District, which was recognized by the IBM Business of Government awards program. From 2007 to 2011, Mr. Patusky was the Real Estate Director for the Maryland Department of Transportation with oversight responsibility for real estate policy for all modes of transportation, service on the department's sustainability committee and implementation of the Governor's Transit Oriented Development (TOD) program, including the drafting and passage of Maryland's first of kind TOD law. Since 2012, Mr. Patusky has served as the founding principal of Patusky Associates, LLC, which serves as a personal investment vehicle, and as an executive manager of Slater Run Vineyards, LLC, his family’s farm-based vineyard and winery. Mr. Patusky received a bachelor of science in history and political science from Northwestern University.

  38. Director Qualifications

    Director Qualifications Mr. Patusky brings to our Board extensive legal, regulatory, business, governance, financial, and international experience from his varied career. Our Board has determined that Mr. Patusky meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

  39. Director Qualifications

    | | Martine Rothblatt, Ph.D., J.D., M.B.A. | | | | Age: 69 Director Since: 1996 Chairperson of the Board Chief Executive Officer | Committees: None |

  40. Background

    Background Dr. Rothblatt founded United Therapeutics in 1996 and has served as Chairperson and Chief Executive Officer since its inception. Previously, she created the satellite radio company SiriusXM. She is a co-inventor on nine U.S. patents, with additional patents pending. Her pioneering book, Your Life or Mine: How Geoethics Can Resolve the Conflict Between Private and Public Interests in Xenotransplantation, anticipated the need both for global virus bio-surveillance and a greatly expanded supply of transplantable organs. Dr. Rothblatt has also analyzed the socio-ethical issues of human-like cyber competencies, as are emerging from large language models, in her 2014 book Virtually Human.

  41. Director Qualifications

    Director Qualifications Dr. Rothblatt brings to our Board extensive leadership and business experience at technology companies, as well as in depth knowledge of our company from her service as our founder, Chairperson, and Chief Executive Officer. She also has substantial knowledge of medical ethics, having obtained her Ph.D. in medical ethics from the University of London. Our Corporate Governance

  42. Director Qualifications

    | 2024 Proxy Statement | 29 |

  43. Director Qualifications

    | | Louis Sullivan, M.D. | | | | Age: 90 Director Since: 2002 | Committees: Compensation Nominating and Governance |

  44. Background

    Background Dr. Sullivan was the founding President of Morehouse School of Medicine, from 1981 to 1989, served as President again from 1993 to 2002, and has served as President Emeritus since 2002. Dr. Sullivan was also one of the founders and served as Chair of Medical Education for South African Blacks, Inc., a member of the National Executive Council for the Boy Scouts of America, and a member of the Board of Trustees of Little League of America. Dr. Sullivan served as Secretary of the U.S. Department of Health and Human Services from 1989 to 1993. He is a physician certified in internal medicine with a sub-specialty certification in hematology. Dr. Sullivan currently serves on the board of directors of Emergent BioSolutions, Inc. (since 2005), a publicly-traded company. He also serves as Co-Chair of the Henry Schein Cares Foundation. Dr. Sullivan previously served on the boards of directors of a wide range of public companies, including General Motors Company, BioSante Pharmaceuticals, Inc., Bristol Myers Squibb Company, Cigna Corporation, 3M Company, Henry Schein, Inc., Household International (now HSBC), Equifax, and Georgia Pacific Corporation. Dr. Sullivan received his bachelor's degree from Morehouse College, and his medical degree from Boston University.

  45. Other Current Public Company Board

    Other Current Public Company Board •Emergent BioSolutions, Inc.

  46. Director Qualifications

    Director Qualifications Dr. Sullivan brings to our Board extensive experience in the healthcare industry as a public official from his service as Secretary of the U.S. Department of Health and Human Services, a physician certified in internal medicine, and as President of Morehouse School of Medicine. He also has substantial public company board experience.

  47. Director Qualifications

    | | Tommy Thompson, J.D. | | | | Age: 82 Director Since: 2010 | Committees: Audit |

  48. Lead Independent Director

    | Compensation Committee | | | Members: | Meetings in 2023: 5 | | Christopher Patusky (Chair), Raymond Dwek, Nilda Mesa, Louis Sullivan Our Compensation Committee oversees our compensation plans and policies, reviews and approves compensation for our executive officers, oversees the administration of our equity incentive and share tracking awards plans and our Supplemental Executive Retirement Plan, and reviews and approves grants of equity awards to our executive officers and the methodology and formulae for granting stock options and restricted stock units to other employees. Our Compensation Committee may delegate its responsibilities to subcommittees of the Compensation Committee if it determines such delegation would be appropriate. Primary Responsibilities •Creating a system for awarding long-term and short-term performance-oriented incentive compensation to attract and retain senior management, and reviewing our compensation plans to confirm that they are appropriate, competitive, and properly reflect our goals and objectives while managing risk •Assisting our Board in discharging its responsibilities regarding compensation of our executive officers •Establishing and overseeing the administration of our clawback policy, in consultation with our Audit Committee •Evaluating our CEO and setting our CEO's compensation •Overseeing human capital management and diversity, equity, and inclusion matters For additional information regarding the processes and procedures used by our Compensation Committee, see the section entitled Compensation Discussion and Analysis below. | |

  49. BOARD OF DIRECTORS

    BOARD OF DIRECTORS •At its regularly scheduled meetings, our Board receives reports from our Chairperson and Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, and General Counsel, and may also receive reports from the Committee Chairs, outside consultants, and other members of senior management, among others. These presentations often include identification and assessment of risks our company currently faces or may face in the future. On an annual basis, our Board receives presentations from our Chief Compliance Officer and the head of our Risk Management Department. •Our Board asks questions, discusses and provides guidance to management on the risks presented, as well as any risks identified by our Board. •Our Board implements its risk oversight function both as a whole and through delegation to various committees. These committees meet regularly and report back to the full Board.

  50. MANAGEMENT

    | Investor Relations and Senior Management We provide investors with many opportunities to provide feedback to our Board and senior management. We participate in investor conferences throughout the year and regularly meet with our shareholders. | Board Involvement Directors regularly and actively engage with our shareholders. For several years, our Compensation Committee Chair has actively sought to engage with our top 25+ shareholders at least once, and usually twice, per year. Our Nominating and Governance Committee Chair also engages with our shareholders on other governance topics. | | | | | 2023 Engagement We offered to meet with shareholders before our 2023 Annual Meeting, reaching out to 37 of our largest shareholders that collectively held approximately 70% of our outstanding shares. Calls were held with five shareholders (holding approximately 10% of our outstanding shares) where we engaged in dialogue about governance topics, ESG topics along with corporate strategy. We also sought to engage with our shareholders following the 2023 Annual Meeting, again offering to meet with shareholders that collectively held approximately 70% of our outstanding shares (32 of our largest shareholders), and held a discussion with four shareholders (holding approximately 30% of our outstanding shares) that accepted our offer. Those conversations focused on our most recent Corporate Responsibility and PBC Report and other governance topics. | | | | | | Outcomes from Shareholder Engagement Each year, we consider shareholder feedback carefully, and have modified our governance practices, executive compensation program, and disclosures in light of this feedback. Some of the actions we have taken in response to shareholder feedback over the past several years include: Governance •Adoption of majority voting (2015) •Adoption of proxy access (2015) •Board declassification (2020) •Stricter overboarding limits for directors (2020) •Restrictions on certain advance notice bylaws absent shareholder approval (2023) ESG •Commenced ESG disclosure program, resulting in the creation of our corporate responsibility website and our first annual corporate responsibility report (2020) •Launched effort to become the first-ever public biopharmaceutical company organized as a public benefit corporation (2021) Executive Compensation •Renegotiated our Chief Executive Officer’s employment agreement to eliminate her entitlement to an annual stock option grant based on a market capitalization formula, and to eliminate an excise tax gross-up provision (2015) •Shifted to 100% performance-based equity compensation program for our NEOs (2017) •Reduced annualized total direct compensation for our CEO to approximately the 50th percentile of our peer group (2019) •Reduced compensation for our CEO by 89% in 2020, compared to 2019 (2020); by 92% in 2021, compared to 2019 (2021); and by 88% in 2022, compared to 2019 (2022) •Addressed 2020 Say-on-Pay voting result through responsive changes and disclosures (2021) •Changed design of CEO long-term incentive compensation for 2023 in response to shareholder feedback (2023) Enhanced Disclosure •Complete revamp of our proxy statement, to enhance readability (2020) •Added significant additional disclosure concerning our executive compensation decisions, and how they tie into our business strategy (2020 and 2021) •Enhanced disclosure concerning Board skills and diversity (2021 and 2022) | |

  51. MANAGEMENT

    Board Education Our Board participates in a number of educational activities. Key members of management regularly provide scientific and business presentations to our Board to increase its understanding of the science behind our pipeline and our business activities. Experts regularly provide training sessions on key topics, particularly in complex legal, regulatory, and compliance areas. We provide directors memberships with the National Association of Corporate Directors, and encourage our Board members to take advantage of its numerous educational resources and programs. We also provide support for directors who wish to attend educational programs they identify that are relevant to their Board service. Board Meetings and Board Member Attendance at our Annual Meetings of Shareholders Our full Board held four meetings during 2023. In addition, during 2023, our Audit Committee held five meetings, our Compensation Committee held five meetings, and our Nominating and Governance Committee held six meetings. Every director attended 100% of the total number of meetings of our Board and the committees on which they served during 2023. In accordance with applicable Nasdaq listing standards, the independent members of our Board met without management present four times during 2023. Our Board encourages all of its members to attend our Annual Meeting of Shareholders, although attendance is not mandatory. All of our directors attended our 2023 Annual Meeting of Shareholders. Shareholder Communication with Directors Shareholders are encouraged to address any director communications to our Corporate Secretary by overnight or certified mail, signature acceptance or return receipt required, at: United Therapeutics Corporation, Attention: Corporate Secretary, 1735 Connecticut Avenue N.W., Washington, D.C. 20009. Our Corporate Secretary has the authority to disregard or take other reasonable action with respect to any inappropriate shareholder communications. After confirming the stock ownership of the author of the communication, our Corporate Secretary will review the appropriateness of a shareholder communication based on the relevance of the communication to Board duties and responsibilities. If deemed an appropriate communication, our Corporate Secretary will submit the shareholder communication to our Lead Independent Director, who may share it with our Nominating and Governance Committee or our full Board. Non-Employee Director Compensation Overview In 2023, our non-employee director compensation program was comprised of three main elements: •an annual cash retainer (payable quarterly) for service as a member of our Board •additional annual cash retainers (payable quarterly) for service on Board committees and for service as Lead Independent Director •stock options or restricted stock units (in either case, granted initially upon joining our Board, and thereafter on an annual basis) for service as a member of our Board Directors may also be compensated for special assignments from our Board, although no such assignments occurred during 2023. Employee directors do not receive any compensation for service on our Board in addition to their regular compensation as employees. Our Compensation Committee generally reviews non-employee director compensation levels approximately once every two years, and final decisions with respect to any changes in non-employee director compensation levels are made by our Board upon the recommendation of our Compensation Committee. For 2023, our Compensation Committee’s independent consultant reviewed the market competitiveness of our non-employee director compensation program relative to our compensation peer group and did not recommend any changes in compensation levels. Such non-employee director compensation levels were established by our Board in February 2016. The following table outlines the non-employee director compensation levels in effect for 2023: Our Corporate Governance

  52. MANAGEMENT

    (1)Compensation for service as Lead Independent Director is paid in addition to amounts paid for membership on our Board and for any committee chair or membership. (2)Committee chairs received the compensation indicated for committee chair in lieu of the compensation for committee membership. Compensation for committee chair and committee membership is paid in addition to amounts paid for Board membership. (3)Annual awards are generally granted once per year on the date of the first meeting of our Board following our Annual Meeting of Shareholders or for newly appointed directors, on or shortly following appointment to our Board. Equity-Based Awards In 2023, non-employee directors were eligible to receive equity-based awards under the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the 2015 SIP), as follows: •Form of Awards: Initial grants and annual grants were paid in the form of stock options, restricted stock units (RSUs), or a combination of the two. For each grant, directors could elect to receive awards in any one of the following forms: •100% stock options •100% RSUs •50% stock options / 50% RSUs •Value of Awards: The aggregate value of each director’s annual equity-based award was $400,000. The aggregate value of an initial equity-based award upon joining our Board was $400,000, plus a pro rata portion of the annual equity-based award value based on the number of months remaining in our Board service year at the date of grant. •Deferral for RSUs: For directors who elected to receive RSUs, our Compensation Committee has implemented a deferral program enabling directors to defer delivery of shares of common stock until a date of their choosing following vesting of the RSUs in accordance with the terms and conditions of the program. •Calculation Methodology: Our Compensation Committee also sets the methodology for determining the precise numbers of stock options and/or RSUs for each grant. For the annual grants, which are generally made in June or July of each year, the following applies (subject to modification by our Compensation Committee in its discretion): •Stock Options: The number of stock options was calculated by dividing the equity value ($400,000, or $200,000, if the director elected to receive 50% stock options and 50% RSUs) by the fair value of each stock option, calculated in accordance with the Black-Scholes-Merton methodology utilized in calculating share-based compensation for financial reporting purposes. Black-Scholes-Merton inputs were the same as those used in our most recent Quarterly Report on Form 10-Q, except that the stock price input was the average closing price of our common stock over a recent time period prior to the date of grant. •RSUs: The number of RSUs was calculated by dividing the equity value ($400,000, or $200,000, if the director elected to receive 50% stock options and 50% RSUs) by the average closing price of our common stock over a recent time period prior to the date of grant. •Rounding: The resulting number of stock options or RSUs, calculated as above, was rounded to the nearest ten shares. The grant-date fair value of stock options and RSUs reported in the Non-Employee Director Compensation table each year often varies from the target for each director ($400,000 for 2023), because the methodology used to calculate the number of stock options and/or RSUs delivered was based on an average stock price over a specified, predetermined one-month period prior to the date of grant, whereas the amount reported in the table represents the grant date fair value of the stock options and RSUs on the date of grant. See 2023 Non-Employee Director Compensation below. Our Corporate Governance

  53. MANAGEMENT

    •Exercise Price: Stock options granted to non-employee directors have an exercise price equal to the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant, or on the preceding trading day if the award is granted on a date when the Nasdaq is not open. •Grant Timing: •The date of grant for a new non-employee director’s initial award, consisting of the initial membership award and a prorated amount of the annual award for the remainder of the board service year, is the date of a director’s appointment or election to our Board. •The date of grant for annual awards is the date of the first meeting of our Board following our Annual Meeting of Shareholders in the year of grant. •Vesting: Non-employee director awards granted in 2023 fully vest on the one-year anniversary of the grant date, but only if the director attends at least 75% of the regularly scheduled meetings of our Board and their committee meetings from the date of grant until the date of our next Annual Meeting of Shareholders (the Attendance Requirement). 2023 Non-Employee Director Compensation The following table lists the compensation earned in 2023 by each non-employee director:

  54. MANAGEMENT

    | Name | Fees Earned or Paid in Cash(1) | Restricted Stock Units(2) | Stock Options(2) | Total | | Christopher Causey | $100,000 | $— | $381,535 | $481,535 | | Raymond Dwek | $75,000 | $— | $381,535 | $456,535 | | Richard Giltner | $100,000 | $413,658 | $— | $513,658 | | Katherine Klein(3) | $60,000 | $206,829 | $190,768 | $457,597 | | Ray Kurzweil | $60,000 | $206,829 | $190,768 | $457,597 | | Linda Maxwell | $75,000 | $— | $381,535 | $456,535 | | Nilda Mesa | $90,000 | $206,829 | $190,768 | $487,597 | | Judy Olian | $75,000 | $413,658 | $— | $488,658 | | Christopher Patusky | $135,000 | $206,829 | $190,768 | $532,597 | | Louis Sullivan | $90,000 | $— | $381,535 | $471,535 | | Tommy Thompson | $75,000 | $— | $381,535 | $456,535 |

  55. MANAGEMENT

    (1)Includes (as applicable) annual cash retainer and fees for serving on our Board, the committees of our Board, as a committee chair, and as Lead Independent Director. (2)On July 13, 2023, each of our non-employee directors was granted stock options and/or RSUs. Each stock option had an exercise price of $229.81 per share and a grant date fair value of $83.67 per share, and each RSU had a grant date fair value of $229.81 per share. Amounts shown in these columns represent the aggregate grant date fair value of the stock options and RSUs granted in 2023, which were the only awards granted to non-employee directors in 2023, computed in accordance with applicable accounting standards. For a discussion of the valuation assumptions for stock options, see Note 8—Share-Based Compensation to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant-date fair value of RSUs and stock options presented in this table differs from the $400,000 target for each director due to the methodology used to calculate the number of RSUs and/or stock options delivered, which was based on an average stock price over a specified one-month period prior to the date of grant. (3)Although Professor Klein is not standing for re-election at the 2024 Annual Meeting, she met the Attendance Requirement and on April 24, 2024, the Compensation Committee approved (i) allowing her unvested equity awards to remain outstanding and eligible to vest on the one- year anniversary of the date of grant notwithstanding that she will not be a member of the Board as of such date; and (ii) the extension of the term of her stock options until three years following the expiration of her term as director on June 26, 2024 (or, if earlier, the expiration of the original ten-year term of such stock options). Our Corporate Governance

  56. MANAGEMENT

    Each non-employee director held the following number of stock options, awards under our 2011 United Therapeutics Corporation Share Tracking Awards Plan (collectively with its predecessor plan adopted in 2008, the STAP), and RSUs as of December 31, 2023:

  57. MANAGEMENT

    | Name | Stock Options | STAP Awards | RSUs | | Christopher Causey | 28,330 | — | — | | Raymond Dwek | 19,560 | 10,000 | — | | Richard Giltner | 15,000 | 10,000 | 1,800 | | Katherine Klein | 68,240 | 29,375 | 900 | | Ray Kurzweil | 48,210 | 15,000 | 900 | | Linda Maxwell | 34,670 | — | — | | Nilda Mesa | 26,030 | — | 900 | | Judy Olian | 19,620 | — | 1,800 | | Christopher Patusky | 58,540 | — | 900 | | Louis Sullivan | 30,440 | — | — | | Tommy Thompson(1) | 56,790 | 13,000 | 880 |

  58. CEO Compensation at a Glance

    CEO Compensation at a Glance •Our CEO's target total direct compensation is predominantly at-risk and performance-based (90.6%) •2023 total target direct compensation was at the 50th percentile, which means her opportunities for above target pay were tied to above target performance •During 2023, our CEO received: •A market and performance-based increase in base salary of 6.0%, following several years of modest increases •No change in cash incentive target or maximum potential payout, as a percentage of salary •Her first long-term incentive equity award since 2019, which was delivered in the form of 100% performance-based equity grants. These awards were comprised of both performance-based stock options and performance-based stock units, with multiple performance criteria.

  59. Shareholder Engagement

    Shareholder Engagement •Extensive shareholder outreach before and after the 2023 Annual Meeting (reached out to holders of ~70% of our outstanding shares) •Met commitment made to shareholders not to make any additional NEO equity awards until 2023 •2023 equity awards to NEOs are aligned with all commitments made to shareholders in 2021—and they are 100% performance-based, exceeding our commitment that the 2023 equity awards would be at least 50% performance-based Executive Compensation

  60. Shareholder Engagement

    | 42 | United Therapeutics, a public benefit corporation |

  61. Shareholder Engagement

    Our Named Executive Officers Our 2023 Named Executive Officers (or NEOs) are:

  62. Shareholder Engagement

    | | Martine Rothblatt, Ph.D., J.D., M.B.A. 69, Founder, Chairperson, Chief Executive Officer, and Director |

  63. Shareholder Engagement

    Dr. Rothblatt founded United Therapeutics in 1996 and has served as Chairperson and Chief Executive Officer since its inception. Previously, she created the satellite radio company SiriusXM. She is an inventor or co‑inventor on nine U.S. patents, with additional applications pending. Her pioneering book, Your Life or Mine: How Geoethics Can Resolve the Conflict Between Private and Public Interests in Xenotransplantation, anticipated the need both for global virus bio-surveillance and a greatly expanded supply of transplantable organs. Dr. Rothblatt has also analyzed the socio-ethical issues of human-like cyber competencies, as are emerging from large language models, in her 2014 book Virtually Human.

  64. Shareholder Engagement

    | | Michael Benkowitz 52, President and Chief Operating Officer |

  65. Shareholder Engagement

    Mr. Benkowitz joined United Therapeutics in 2011 as our Executive Vice President, Organizational Development, and was promoted to President and Chief Operating Officer in 2016. He is responsible for all of our commercial, medical affairs, and corporate compliance activities, most company-wide administrative functions, including human resources and information technology, many of our business development efforts, and several of our key business alliances and partnerships.

  66. Shareholder Engagement

    | | James C. Edgemond 57, Chief Financial Officer and Treasurer |

  67. Shareholder Engagement

    Mr. Edgemond joined United Therapeutics in January 2013 as Treasurer and Vice President, Strategic Financial Planning. Mr. Edgemond was promoted to Chief Financial Officer and Treasurer in March 2015. Prior to joining United Therapeutics, he was Vice President, Corporate Controller, and Treasurer of Clark Construction Group from 2008 through January 2013. He also served in a variety of roles at The Corporate Executive Board Company from 1998 to 2008, including as Executive Director, Finance from 2005 to 2008. He began his career as a public accountant at KPMG Peat Marwick LLP, from 1990 through 1998, where he served in a variety of roles, including as a Senior Manager prior to his departure.

  68. Shareholder Engagement

    | | Paul A. Mahon, J.D. 60, Executive Vice President, General Counsel, and Corporate Secretary |

  69. Shareholder Engagement

    Mr. Mahon has served as General Counsel and Corporate Secretary of United Therapeutics since its inception in 1996. In 2001, Mr. Mahon joined United Therapeutics full-time as Senior Vice President, General Counsel and Corporate Secretary. In 2003, Mr. Mahon was promoted to Executive Vice President, General Counsel, and Corporate Secretary. Prior to 2001, he served United Therapeutics, beginning with its formation in 1996, in his capacity as principal and managing partner of a law firm specializing in technology and media law. Executive Compensation

  70. Shareholder Engagement

    | 2024 Proxy Statement | 43 |

  71. Shareholder Engagement

    2023 Performance Highlights 2023 continued the strategic transformation for United Therapeutics with several important milestones for our patients and our shareholders, including:

  72. Shareholder Engagement

    | $2.3 billion in revenues, continuing a trend of double-digit percent revenue growth ~$2.0 million in revenue per employee, which ranked highest out of companies in our compensation peer group | We advanced our key pipeline programs during 2023, including: •TETON 1 and TETON 2 studies of nebulized Tyvaso in IPF •TETON PPF study of nebulized Tyvaso in PPF •ADVANCE OUTCOMES study of ralinepag in PAH •Phase 3 study of CLES EVLP service •ARTISAN, a phase 4 study to evaluate early and rapid treprostinil therapy in PAH | | We reached record numbers of PH patients in the United States being treated with our treprostinil-based therapies— once again reaching more patients than ever before | |

  73. Shareholder Engagement

    2023 Shareholder Outreach At our 2023 Annual Meeting, our shareholders overwhelmingly approved our Say-on-Pay proposal, with over 97% of the votes cast in favor of the proposal. We therefore did not make any changes to our compensation programs directly as a result of our 2023 Say-on-Pay vote. In the spring of 2023, we reached out to 37 shareholders that collectively held approximately 70% of our outstanding shares. Calls were held with five shareholders (collectively holding approximately 10% of our outstanding shares) where we engaged in dialogue about governance topics, ESG topics, and corporate strategy. Following our 2023 Annual Meeting, we also offered to engage with shareholders that collectively held approximately 70% of our outstanding shares (32 shareholders), and held a discussion with four shareholders (collectively holding approximately 30% of our outstanding shares) that accepted our offer. These conversations focused on our most recent Corporate Responsibility and PBC Report and other governance topics. Meetings with shareholders in 2023 were led by Christopher Patusky, our Lead Independent Director and Compensation Committee Chair, with participation from Christopher Causey, our Nominating and Governance Committee Chair. Where appropriate, participants also included representatives of our human resources, investor relations, and legal departments. The purpose of these meetings was to gather feedback regarding our executive compensation and corporate governance policies and our 2023 Corporate Responsibility and PBC Report. Executive Compensation

  74. Shareholder Engagement

    | 44 | United Therapeutics, a public benefit corporation |

  75. Shareholder Engagement

    Overview of our 2023 Executive Compensation Program Compensation Program Objectives Our executive compensation program is designed to retain and motivate our executive team, while achieving four critical objectives: pay-for-performance (with at-risk pay representing approximately 90.6% of overall Chief Executive Officer pay and approximately 83.0% of our other NEOs’ pay); incentivize alignment with shareholder interests based on delivering operating performance and stock appreciation; balancing incentives over the short-term and long-term; and market competitiveness.

  76. Shareholder Engagement

    | Sustainable, Long-Term Shareholder Value Creation | | | | | | | | | | Pay-for-Performance | Shareholder Alignment | Balance Short- and Long-Term Perspectives | Market Competitiveness |

  77. Shareholder Engagement

    | | Objective | | | | | Compensation Element | Pay-for- Performance | Shareholder Alignment | Balance Short- and Long-Term Perspectives | Market Competitiveness | | Base Salary | | | | ✓ | | Cash Incentive Awards | ✓ | ✓ | ✓ | ✓ | | Long-Term Incentives (Stock Options and Stock Units) | ✓ | ✓ | ✓ | ✓ | | Benefits / Perquisites | | | | ✓ | | Supplemental Executive Retirement Plan | | | ✓ | | | Severance / Change-of-Control Benefits | | | ✓ | ✓ | | Stock Ownership Guidelines | | ✓ | ✓ | ✓ |

  78. Shareholder Engagement

    Pay Element Overview Our compensation program is comprised of three elements: base salary, annual short-term incentive (cash bonus), and a long-term incentive program. A significant portion of target total direct compensation (TDC) for our CEO and other NEOs is structured as “at risk” compensation, comprised of the annual short-term incentive cash bonus and long-term incentives delivered as a mix of performance stock options and performance stock units.

  79. Shareholder Engagement

    | | | Element / Percent of TDC | | Why We Pay This Element | Key Characteristics | How We Determine Amount | | | | Base Salary | | •Provides market competitive levels of fixed pay to attract and retain our NEOs | •Cash •Annual | •Market rate, internal pay equity, experience and critical skills, expertise, scope of responsibility, and sustained performance | | | | | | | | | | | | CEO | Other NEOs | | | | | | | | | | | | | | | Cash Bonus | | •Provides competitive incentives to achieve difficult, annual performance goals •Pay-for-performance •Shareholder alignment •Strategic alignment balancing a focus on patients through manufacturing and inventory performance, and advancement of clinical programs with driving revenue and profitability | •Cash •Performance-based •Annual | •50% Financial •25% Cash Profits •25% Revenues •50% Operational •25% Manufacturing •25% R&D •Payout 0-300% of target based on above target revenue and cash profit margin performance, and achieving patient growth goals | | | | | | | | | | | | CEO | Other NEOs | | | | | | | | | | | | | | | Equity Award | | •Strategic alignment incentivizing achievement of objectives over the performance period •Pay-for-performance alignment •Shareholder alignment, focused on value creation over time •Retention element | •At-risk •Performance-based •50% of 2023 equity award delivered as performance stock options, which vest based on performance goals set at the beginning of the three- year performance period. Further, shareholder alignment is deepened since any options that vest will only have value if our stock price increases after grant •50% of 2023 equity award delivered as performance stock units, which vest based on attainment of performance goals set at the beginning of the three-year performance period •"Cliff-vest" at the end of the three-year performance period | •Market rate, internal pay equity, experience and critical skills, expertise, scope of responsibility, and sustained performance | | | | | | | | | | | | CEO | Other NEOs | | | |

  80. Shareholder Engagement

    The following charts illustrate the extent to which pay for our Chief Executive Officer and our other NEOs is at risk, as payout levels are based entirely on performance. For each chart, the amounts shown represent 2023 base salary (on an annualized basis, following the March 2023 salary increases), 2023 target cash bonus, and the target equity value of the long-term incentive awards granted in March 2023, which were granted 50% in the form of performance stock options and 50% in the form of performance stock units.

  81. Shareholder Engagement

    2023 Compensation Decisions Summary of 2023 Compensation The components of our NEOs’ target total direct compensation are base salary and variable compensation, including cash incentives and long-term incentive compensation in the form of performance stock options and performance stock units. In 2023, we kept and exceeded

  82. our commitment to shareholders, granting long-term equity incentive awards to our CEO and other NEOs for the first time since

    our commitment to shareholders, granting long-term equity incentive awards to our CEO and other NEOs for the first time since

  83. 2019 and designing an award that is 100% performance-based, comprised of different equity vehicles, and using multiple

    2019 and designing an award that is 100% performance-based, comprised of different equity vehicles, and using multiple performance criteria for vesting over a three-year performance period.

  84. Summary of 2023 Target Total Direct Compensation

    | NEO | 2023 Base Salary(1) | % Increase Over 2022 Base Salary | 2023 Cash Incentive Bonus Target as % of Base Salary | Change in Cash Incentive Bonus Target %(2) | 2023 Long-Term Incentive Award Target(3) | 2023 Total Target Direct Compensation | | Martine Rothblatt | $1,500,000 | 6.0% | 125% | —% | $12,500,000 | $15,875,000 | | James Edgemond | $800,000 | 6.7% | 75% | —% | $3,500,000 | $4,900,000 | | Michael Benkowitz | $1,130,000 | 15.3% | 85% | —% | $6,000,000 | $8,090,500 | | Paul Mahon | $940,000 | —% | 70% | 7.7% | $3,000,000 | $4,598,000 |

  85. Summary of 2023 Target Total Direct Compensation

    Cash Incentive Award Program Each year, our Compensation Committee establishes cash incentive award targets for each of our NEOs, taking into consideration the same factors it uses to determine base salaries. For 2023, our Compensation Committee established cash incentive award targets for our NEOs as a percentage of base salary, at the levels shown in the Summary of 2023 Target Total Direct Compensation table above. There was no change to cash incentive targets for our CEO from 2022 to 2023, and a modest change to the cash incentive target for one of our NEOs, our EVP and General Counsel, from 2022 to 2023, increasing from 65% of base pay to 70% of base pay. These stated incentive targets are comparable to those of executives holding similar roles and levels of responsibility at our peer group companies. Cash incentives are earned for achieving our Company-Wide Milestones (described below) and three of our four Milestones are subject to a threshold, or minimum, level of performance before earning credit for those Milestones. We believe that by setting a threshold level of performance as well as a maximum under the plan we have aligned these policies with market norms and have also responded to feedback from our shareholders. Each of our NEOs had the opportunity to earn up to 300% of their respective target cash incentive award for 2023, based on above target performance on our cash profit and revenue-based Milestones (i.e. the Financial Multiplier), and performance against our Patient Multiplier. The Financial Multiplier and the Patient Multiplier bring forward the strength of our pay-for-performance philosophy and our PBC purpose, creating a balanced metric that synergistically balances our goal of reaching more patients, with our revenue and profitability objectives - aligning our compensation programs with both shareholder and patient interest.

  86. 2023 Company-Wide Milestone Program

    | 2023 Company-Wide Milestones | Weighting | | Milestone 1—Financial Performance-Cash Profits*: Achieve cash profits in the top quintile of our peer group as measured by a 50% cash profit margin | 25% | | Milestone 2—Financial Performance-Revenue: Superior financial performance as evidenced by achieving the net revenues for 2023 included in our long-range business plan (a target of $2.2 billion) | 25% | | Milestone 3—Manufacturing: Adequate manufacturing capabilities, evidenced by a two-year inventory of Remodulin, Tyvaso (nebulized), and Orenitram finished drug product and passing all GMP-related FDA inspections at our facilities without any issues that prevent the use or approval of any of our drug products | 25% | | Milestone 4—Research & Development: Conduct insightful research and development programs, taking into account regulatory approvals, label extensions and the quantity and quality of trials that support our business goals | 25% |

  87. Financial Performance—Cash Profit Margin

    | Below Threshold 0% credit | At Threshold 50% credit | Target 100% credit | Stretch/Maximum 125% credit* | | | | | |

  88. Financial Performance—Revenues

    | Below Threshold 0% credit | At Threshold 50% credit | Target 100% credit | Stretch/Maximum 125% credit* | | | | | |

  89. 2023 Milestone and Patient Multiplier Performance

    | Milestone | Performance | Attainment Level % (A) | Weighting (B) | % of Award Earned (A × B) | | 1 (Cash Profit Margin) | | 100% | 25% | 25% | | | 2023 cash profit margin was 61%, representing 122% performance against the target of 50%. Because performance also exceeded the maximum 55% threshold, the full milestone achievement was awarded including a 25% financial multiplier. | | | | | 2 (Revenue) | | 100% | 25% | 25% | | | 2023 net revenues were $2.33 billion, exceeding our target of $2.2 billion. Because performance exceeded target, full milestone achievement was awarded and a 21% financial multiplier. | | | | | 3 (Mfg) | Maintained greater than two-year inventory of all strengths of Remodulin, nebulized Tyvaso, and Orenitram and passed all FDA inspections at our facilities without any issues that prevent the use or approval of any of our drug products. Full Milestone achievement was awarded. | 100% | 25% | 25% | | 4 (R&D) | Achieved 32 R&D points against a goal of 25 (details provided below). | 100% | 25% | 25% | | | Total Milestone Attainment | | | 100% | | Financial Multiplier | Cash profit performance exceeded maximum at 61% (25% financial multiplier) and revenue performance exceeded target but did not achieve maximum performance (21% financial multiplier) resulting in total Financial Multiplier of 146%. | | | 146% | | Milestone Attainment x Financial Multiplier | | | | 146% | | Patient Multiplier | | | | | | | We completed 2023 with 14,517 patients on our therapies, exceeding our threshold/ target of 14,000 patients, resulting in a 152% Patient Multiplier to be awarded. | | | 152% | | Total | Milestone Attainment x Financial Multiplier x Patient Multiplier | | | 222% |

  90. A word about our financial performance goals

    A word about our financial performance goals •Revenue. Our revenue goal for 2023 was set well above actual 2022 revenue performance. In fact, the 2023 revenue goal threshold, set at $2.05 billion, was set above our 2022 revenue performance and was a minimum level of revenue performance required before our Patient Multiplier would apply. As a result, our NEOs would not receive any bonus for 2023 revenue performance, and would not have the opportunity for above target bonus awards based on performance against our patient multiplier, unless our revenues were higher in 2023 than in 2022. In 2023, amid lingering challenges navigating the ongoing impact of the COVID-19 pandemic, and continuing pressure from generic competition for both Adcirca and Remodulin, our team stepped up with innovation and determination, achieving more than a 20% increase in revenues over 2022. *(+/-5%) •Cash Profit. We have always focused on market- and peer-leading profitability, which enables us to maintain a healthy balance sheet to support long-term business continuity to endure disruptions created by pandemics and other events outside our control. Our cash profit margin is a somewhat unique metric, in that it is designed to ensure we adhere closely to a carefully-crafted budgeting algorithm whereby our cash budget each year is set at no more than 50 percent of the prior year’s net revenue. This algorithm helps ensure a disciplined approach to setting R&D and other priorities at our company. This correlates to our 50 percent cash profit margin goal set for 2023. This budgeting algorithm has historically led to top-quintile profitability. For comparative purposes, we have included the chart below to show how our budget discipline translated into top-quintile profitability in 2023. Because not all companies report the same non-GAAP financial measures, the chart below shows how our cash profit performance led to top-quintile performance in 2023 based on a uniform profitability metric: EBITDASO margin, or earnings before interest, taxes, depreciation, amortization, and share-based compensation expense, divided by revenues. In 2023, we had the highest EBITDASO margin in our peer group. The chart below shows EBITDASO margin for all companies within our compensation peer group except for four companies who were acquired, filed for bankruptcy or were taken private in 2023. We also excluded one peer company from the chart below that in 2023 recorded a one-time full valuation allowance on it's U.S. federal and state deferred tax assets, which resulted in a significant income tax expense and high effective tax rate and an EBITDASO margin of 256%. Additionally, eight companies whose EBITDASO margin was a negative number are displayed below as 0%. Executive Compensation

  91. A word about our financial performance goals

    | 52 | United Therapeutics, a public benefit corporation |

  92. 2023 Cash Incentive Awards under our Company-Wide Milestone Program

    2023 Cash Incentive Awards under our Company-Wide Milestone Program The cash incentive awards earned by our NEOs and approved by our Compensation Committee for the 2023 performance year were as follows:

  93. 2023 Cash Incentive Awards under our Company-Wide Milestone Program

    | NEO | 2023 Base Salary (A) | 2023 Cash Incentive Award Target as % of Base Salary (B) | 2023 Milestone Attainment (C) | 2023 Financial Multiplier (D) | 2023 Patient Multiplier (E) | Total Cash Incentive Bonus Earned (A × B x C x D x E) | | Martine Rothblatt | $1,500,000 | 125% | 100% | 146% | 152% | $4,161,000 | | James Edgemond | $800,000 | 75% | 100% | 146% | 152% | $1,331,520 | | Michael Benkowitz | $1,130,000 | 85% | 100% | 146% | 152% | $2,131,542 | | Paul Mahon | $940,000 | 70% | 100% | 146% | 152% | $1,460,234 |

  94. 2023 Cash Incentive Awards under our Company-Wide Milestone Program

    Long-Term Incentive Compensation Long-term incentive compensation, or equity awards, are a critical component of our NEOs' total compensation. They serve to align executive and shareholder interests, foster an ownership culture which is reinforced by our stock ownership guidelines, and provide a powerful tool in attracting and retaining our critical executive talent. These awards represent the largest proportion of compensation for our NEOs, representing 78.8% of our CEO's total target compensation, and 70.2% of average total target compensation for our other NEOs. In March of 2023, we granted an annual equity award to our NEOs, following the conclusion of the four-year equity grant awarded in 2019 (which was granted instead of annual equity awards for the performance years 2019 through 2022). The design of these 2023 NEO awards met or exceeded each of the commitments we made to shareholders. In particular, our 2023 NEO equity awards had the following features: •The award was part of our annual program, consistent with our commitment to shareholders (i.e., not a front-loaded grant). •100% of the award was performance-based. •The award was comprised of performance stock units and performance stock options. •The performance metrics for these awards are based on (1) revenue growth over a three-year performance period; (2) cash profit margin performance over a three-year performance period; and (3) research and development achievements over a three-year performance period.

  95. Long-Term Incentive Equity Award Mix

    Long-Term Incentive Equity Award Mix As committed to shareholders in 2021, the 2023 equity award made to NEOs was comprised of a mix of both performance stock options and performance shares. •Performance Stock Options ("PSOs"). 50% of each NEO’s equity award for 2023 was granted as performance stock options, which will vest only if we achieve three-year cash profit margin objectives. The use of performance stock options provides our team with a strong incentive to deliver both against the performance conditions set forth, but also incentivize sustained growth that would result in stock price appreciation over the long-term. •Performance Stock Units ("PSUs"). 50% of each NEO’s equity award for 2023 was granted as performance stock units, half of which will vest based on the achievement of three-year revenue growth objectives; and the other half will vest based on the achievement of certain R&D milestones. The use of performance stock units aligns executive and shareholder interests, while balancing incentives between sustained revenue growth and achieving R&D milestones. Executive Compensation

  96. Long-Term Incentive Equity Award Mix

    | 54 | United Therapeutics, a public benefit corporation |

  97. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards

  98. 2023 Equity Awards

    2023 Equity Awards

  99. 2023 Equity Awards

    | | | Target Value and Target # of PSOs and PSUs Granted | | | | | | | | PSOs | | PSUs | | | | Named Executive Officer | Total Target Equity Value Awarded | PSOs Target Value ($) | # of PSOs granted at target | PSUs Target Value ($) | # of PSUs - Revenue Growth granted at target | # of PSUs - R&D Milestones granted at target | | Martine Rothblatt | $12,500,000 | $6,250,000 | 69,240 | $6,250,000 | 12,360 | 12,360 | | James Edgemond | $3,500,000 | $1,750,000 | 19,390 | $1,750,000 | 3,460 | 3,460 | | Michael Benkowitz | $6,000,000 | $3,000,000 | 33,240 | $3,000,000 | 5,930 | 5,930 | | Paul Mahon | $3,000,000 | $1,500,000 | 16,620 | $1,500,000 | 2,965 | 2,965 |

  100. 2023 Equity Awards

    The above represent the target equity value awarded, and the number of PSOs and PSUs granted at target performance. The actual number of PSOs and PSUs granted on March 15, 2023 were 300% of target, representing the maximum performance vesting possible against the performance conditions set over the three-year performance period, though, depending on the achievement of the performance goals, between 0% and 300% of the target award will vest. Details can be found below under Grants of Plan-Based Awards in 2023. The value displayed in this chart is the target value of the award at the time of approval; the actual grant date fair value will differ and is detailed in the Summary Compensation Table. The 2023 performance-based equity awards will vest at the end of the three-year performance period (January 1, 2023- December 31, 2025), i.e. "cliff-vest", based on the following performance conditions:

  101. 2023 Equity Awards: 2023-2025 Performance Period Goals

    2023 Equity Awards: 2023-2025 Performance Period Goals Our Compensation Committee designed the 2023 equity awards to drive and reward performance across three key objectives over a three- year performance period (2023-2025), as described below: •50% of the award was granted in the form of PSOs with vesting criteria designed to incentivize top quintile profitability, measured by the average of our cash profit margin (cash profit for that year, divided by net revenue for that year) over the three-year performance period. •25% of the award was granted in the form of PSUs with vesting criteria designed to incentivize sustained, robust revenue growth, measured by the average year-over-year revenue growth across the three-year performance period. For a given year, revenue growth equals the percentage change in revenue, as compared to the prior year. •25% of the award was granted in the form of PSUs with vesting criteria designed to incentivize R&D progress, measured by specific, objective clinical development achievements by the end of the three-year performance period that are designed to lead to additional long-term revenue growth and revenue diversification. For each performance condition, threshold, target, stretch and maximum levels of performance were set, with performance vesting ranging from 0%-300% of target to be determined at the end of the performance period. We are not disclosing the specific average cash profit margin, average revenue growth, or R&D target goals at this time due to potential competitive harm, but when setting the target goals the Compensation Committee believed they were challenging and will require substantial performance to achieve.

  102. 2023 Equity Awards: 2023-2025 Performance Period Goals

    | While compensation paid to our CEO in 2023 as reported in the Summary Compensation Table increased by more than 200% as compared to 2022, this was a by-product of our return to an annual equity award cycle. 2023 was the first year our CEO received an equity award since 2019. |

  103. 2023 Equity Awards: 2023-2025 Performance Period Goals

    Executive Compensation

  104. 2023 Equity Awards: 2023-2025 Performance Period Goals

    | 2024 Proxy Statement | 55 |

  105. 2023 Equity Awards: 2023-2025 Performance Period Goals

    2023 Compensation Program Design Roles of Management, Compensation Committee, and Compensation Consultant

  106. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant Our Compensation Committee has the authority to engage advisors to assist it in carrying out its responsibilities. In accordance with this authority, our Compensation Committee directly engaged Aon's Human Capital Solutions practice, a division of Aon plc (Aon) as its compensation consultant during 2023 to provide advice to our Compensation Committee on our executive and non-employee director compensation practices and policies. Our Compensation Committee, in its discretion, may replace its independent compensation consultant or hire additional consultants at any time. Aon performed additional services during 2023, namely consulting services for non- executive employee compensation matters and broad-based compensation survey data, and was paid fees for these services totaling approximately $18,350. In addition, Aon affiliates (Aon plc and its related entities) performed actuarial services relating to our SERP, insurance advisory services, and retirement plan advisory services, along with risk management consulting and insurance brokerage services for United Therapeutics during 2023, for which we paid approximately $772,977 during 2023. Additional insurance premiums and related fees were paid to Aon plc and passed through to insurance companies not affiliated with Aon plc. Our Compensation Committee approved these services and determined that they did not impair Aon’s independence. Our Compensation Committee considered the independence of Aon in light of SEC rules regarding conflicts of interest involving compensation consultants and Nasdaq listing standards regarding compensation consultant independence. Based on its review, our Compensation Committee determined that Aon was independent, and that Aon's work did not raise any conflicts of interest. In making the foregoing determination, our Compensation Committee considered the following six factors, as well as other factors it deemed relevant: (1) the provision of other services to us by Aon; (2) the amount of fees Aon received from us, as a percentage of Aon's total revenue; (3) the policies and procedures of Aon that are designed to prevent conflicts of interest; (4) the absence of any business or personal relationships of the Aon consultants with any member of our Compensation Committee; (5) the absence of any United Therapeutics stock owned by the Aon consultants performing services for our Compensation Committee; and (6) the absence of any business or personal relationships of the Aon consultants or Aon itself with any of our executive officers. During 2023, we paid Aon $377,187 in fees for determining or recommending the amount and form of compensation to our directors and executive officers. Our Compensation Committee engaged Aon during 2023 to review and advise our Compensation Committee on all principal aspects of executive and non-employee director compensation. This included base salaries, cash incentive awards, and long-term incentive awards for our executive officers. Aon performed the following tasks for our Compensation Committee in 2023, among others: •Reviewing and advising on the structure of our compensation arrangements for our Chief Executive Officer and our other NEOs •Reviewing and advising on the structure of our compensation arrangements for our non-employee directors •Providing recommendations regarding the composition of our peer group •Analyzing publicly available proxy data for companies within our peer group and survey data relating to executive compensation •Conducting pay and performance analyses relative to our peer group •Updating our Compensation Committee on industry trends and best practices with respect to executive long-term incentive compensation program design, including types of long-term incentive compensation awards, size of long-term incentive compensation grants, and aggregate long-term incentive compensation grant usage •Reviewing our equity incentive awards against our design/cost targets and against industry norms •Reviewing the Compensation Discussion and Analysis and other compensation-related disclosures in this Proxy Statement •Advising our Compensation Committee in connection with its risk assessment relating to our compensation programs •Preparing for shareholder engagement sessions •Working on special or ad hoc projects for, or at the request of, our Compensation Committee as they arose In the course of fulfilling these responsibilities, Aon regularly communicated with our Compensation Committee Chair outside of and prior to most Compensation Committee meetings. Our Compensation Committee regularly invites its independent compensation consultant to attend its meetings. In 2023, Aon representatives attended each of our Compensation Committee’s five meetings. Executive Compensation

  107. Role of Independent Compensation Consultant

    | 56 | United Therapeutics, a public benefit corporation |

  108. Role of Independent Compensation Consultant

    While our Compensation Committee considered its independent consultant’s recommendations in 2023, our Compensation Committee’s decisions, including the specific amounts paid to our executive officers and directors, were its own and may reflect factors and considerations in addition to the information and recommendations provided by its independent consultant. Compensation Peer Group On an annual basis, our Compensation Committee reviews NEO compensation levels relative to a peer group of industry and labor market competitors. For 2023, we defined our peer group as the top 25 companies other than United Therapeutics, ranked by revenue, in the Nasdaq Biotechnology Index, which is consistent with the peer group selection methodology used for 2022. Our 2023 peer group was selected in July 2022, and was used to develop market data as an input into our compensation program for 2023. This peer group includes only companies that are U.S.-based or based in jurisdictions with similar compensation disclosure requirements as U.S. companies, and excludes companies with no product revenues (e.g., companies whose revenues consist of royalties) and companies with a business focus dissimilar from ours (e.g., companies focused on animal health products). Our methodology for selecting compensation peers uses an objective metric, which our Compensation Committee believes results in a peer group that includes biopharmaceutical and biotechnology companies that are similar to us in terms of financial performance, shareholder value creation, and drug development and commercialization, and generally reflects the universe of companies from which we recruit, and against which we retain, executive talent. Each year, a number of peers are added or removed from the list and replaced with other companies for various reasons, including merger and acquisition activities. We have provided below for reference the profile of our compensation peer group for 2023, showing changes made from our 2022 peer group. For clarity, the 2022 peer group was selected in 2021 and used for setting 2022 compensation policies. The 2023 peer group was selected in 2022 and used for setting 2023 compensation policies.

  109. Role of Independent Compensation Consultant

    | 2022 PEER GROUP | | | ADDITIONS FOR 2023 | | | Alexion Pharmaceuticals | Incyte | | Alnylam Pharmaceuticals | Novavax | | Alkermes | Ionis Pharmaceuticals | | CRISPR Therapeutics | Viatris | | Amarin | Jazz Pharmaceuticals | | Maraval Life Sciences | Vir Biotechnology | | Amgen | Moderna | | | | | BeiGene | Myriad Genetics | | | | | | | | | | | Biogen | Neurocrine Biosciences | | DELETIONS FOR 2023 | | | BioMarin Pharmaceutical | Opko Health | | Alexion Pharmaceuticals | Myriad Genetics | | Blueprint Medicines | PRA Health Sciences | | Amarin | OPKO Health | | Endo International | Regeneron | | Blueprint Medicines | PRA Health Sciences | | Exelixis | Seattle Genetics | | | | | Gilead Sciences | Syneos Health | | | | | Horizon Therapeutics | Vertex | | | | | Illumina | | | | |

  110. Role of Independent Compensation Consultant

    | 2023 PEER GROUP | | | | | Alkermes | Endo International | Jazz Pharmaceuticals | Syneos Health | | Alnylam Pharmaceuticals | Exelixis | Maraval Life Sciences | Vertex Pharmaceuticals | | Amgen | Gilead Sciences | Moderna | Viatris | | BeiGene | Horizon Therapeutics | Neurocrine Biosciences | Vir Biotechnology | | Biogen | Illumina | Novavax | | | BioMarin Pharmaceuticals | Incyte | Regeneron Pharmaceuticals | | | CRISPR Therapeutics | Ionis Pharmaceuticals | Seattle Genetics | |

  111. Role of Independent Compensation Consultant

    Executive Compensation

  112. Role of Independent Compensation Consultant

    | 2024 Proxy Statement | 57 |

  113. Role of Independent Compensation Consultant

    The following chart shows how United Therapeutics ranks within its 2023 peer group on a variety of metrics. These metrics were based on available data at the time the peer group was approved, generally reflecting the trailing twelve-month period ending March 31, 2022.

  114. Role of Independent Compensation Consultant

    | | United Therapeutics ($ in millions) | Percentile | Rank | | Revenue | $1,768.3 | | 16th of 26 | | Operating Income | $908.7 | | 9th of 26 | | Adjusted Operating Income(1) | $909.3 | | 10th of 26 | | Net Income | $687.4 | | 11th of 26 | | Return on Invested Capital | 12.3% | | 8th of 26 | | Return on Equity | 18.0% | | 10th of 26 | | Return on Assets(1) | 11.4% | | 6th of 26 | | Market Cap Per Employee(2) | $8.9 | | 9th of 26 | | Revenue Per Employee | $1.8 | | 8th of 26 |

  115. Role of Independent Compensation Consultant

    (1)Adjusted Operating Income is a non-GAAP figure, which in the case of United Therapeutics was calculated by adjusting operating income (the most closely comparable GAAP figure) to (i) add back $2.2 million of property, plant, and equipment (PP&E) impairments and (ii) deduct $1.6 million of SERP-related expenses. We do not use Adjusted Operating Income for operational purposes, but we do think it provides our Compensation Committee and our shareholders useful information in evaluating the reasonableness of our peer group selection criteria. Return on Assets has been calculated using Adjusted Operating Income. (2)Market capitalization per employee as of March 31, 2022. Our Compensation Committee’s approach to peer group selection is to apply an objective external measure for selecting companies. This results in a number of peers being larger than United Therapeutics based on revenue as well as a number of peers being smaller. Our goal each year is to place our company within the peer group statistics of the 25th to 75th percentile for revenue as close to the median as possible while managing changes each year due to sector volatility, industry consolidation, and differences in business and organization models. Furthermore, our Compensation Committee views it as critical to measure ourselves against industry-leading peers (including those that are both larger and smaller than we are) because, in addition to being companies with which we compete for talent, many of these larger and smaller companies are also our business competitors. We believe this approach results in a peer group that reflects companies of similar scope and complexity to ours. Executive Compensation

  116. Role of Independent Compensation Consultant

    | 58 | United Therapeutics, a public benefit corporation |

  117. Role of Independent Compensation Consultant

    Key Governance Features of our Executive Compensation Program Our Compensation Committee periodically assesses the effectiveness of our compensation policies and practices in achieving its pay-for-performance objective while aligning the interests of executive officers with those of shareholders, balancing short-term and long-term elements, and maintaining market competitiveness. Our Compensation Committee also reviews risk mitigation and governance items, which are designed to help ensure that our compensation programs are functioning to achieve such objectives. In conjunction with this assessment and review, we have adopted the following best practices: ✓ WHAT WE DO •Design our executive compensation program to align pay and performance •Maintain an appropriate balance between short-term and long-term compensation, which discourages short-term risk taking at the expense of long-term results •Grant performance-based long-term incentive awards with multi-year metrics •Review tally sheets for each executive to provide a holistic view of executive compensation •Maintain stock ownership guidelines to align executive officer and share ownership with that of our directors and our shareholders •Prohibit hedging and pledging by executives and directors* •Employ a compensation recovery, or clawback, policy •Conduct annual risk assessments of our compensation policies and practices •Hold Compensation Committee executive sessions without management •Engage an independent compensation consultant who reports directly to our Compensation Committee

  118. ✗ WHAT WE DON’T DO

    ✗ WHAT WE DON’T DO •No backdating of stock options •No repricing of stock options without shareholder approval •No liberal share recycling under 2015 Stock Incentive Plan •No vesting prior to the first anniversary of grant, subject to limited exceptions •No discounted or reloaded stock options •No excessive perquisites •No excise tax gross ups •No guaranteed bonus payments *Pursuant to our insider trading policy, directors, officers, and employees are prohibited from purchasing our securities on margin, engaging in “short” sales of our common stock, or buying or selling puts, calls, futures contracts, or other forms of derivative securities relating to our securities. In addition, our Board has adopted a policy prohibiting our directors and executive officers from pledging of shares of our common stock. Other Executive Compensation Policies and Practices Equity Incentive Awards Grant Timing Policy Our equity incentive award grant timing is designed so that equity-based awards are granted after the market has had an opportunity to react to our announcement of annual earnings. As such, as a general matter, equity-based awards to our employees and NEOs are typically granted on March 15th each calendar year (or the preceding trading day if markets are not open on March 15th). We also believe this timing helps us avoid broad internal communication of highly confidential financial results prior to public announcement of our annual financial results. Our Compensation Committee may also approve equity-based awards at other times, in connection with significant personnel events, such as new hire, promotion, new directorship, achievement of a significant corporate objective, or appointment to a Board committee. In addition, our Compensation Committee has the flexibility to grant awards on the 15th day of any month (or the preceding trading day if markets are not open on the 15th). All equity incentive awards granted to our NEOs and other employees have an exercise price equal to at least the closing price of our common stock on the Nasdaq on the date of grant or, if the award is granted on a date when the Nasdaq is not open, an exercise price equal to at least the closing price of our common stock on the Nasdaq on the preceding trading day. Executive Compensation

  119. Stock Options and RSUs under the 2015 SIP

    Stock Options and RSUs under the 2015 SIP In March 2023, our NEOs were granted stock options and RSUs under our 2015 SIP. No equity-based awards were granted to our NEOs in 2021 or 2022. Stock options and RSUs granted under the 2015 SIP in 2023 cliff vest on the third anniversary of the date of grant to the extent earned based on a three-year performance period (each stock option award's performance is tied to average cash profits margin, one of the RSU award's performance is tied to revenue growth, and the other RSU award's performance is tied to research and development achievements). Each stock option award has an expiration date of the tenth anniversary of the date of grant. For information regarding acceleration of vesting upon certain employment termination events, see the text following the Potential Payments Upon Termination or Change in Control table below. Executive Compensation

  120. Stock Options and RSUs under the 2015 SIP

    | 2024 Proxy Statement | 65 |

  121. Stock Options and RSUs under the 2015 SIP

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding unexercised stock options, STAP awards, or RSU awards held by each of our NEOs as of December 31, 2023.

  122. Stock Options and RSUs under the 2015 SIP

    | | | Option Awards | | | | | Stock Awards | | | Name and Grant Date | Award Type | Number of Securities Underlying Unexercised Options or STAP Awards | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option or STAP Award Exercise Price ($) | Option or STAP Award Expiration Date | Equity Incentive Plan Awards: Number of Unearned and Unvested RSUs (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned and Unvested RSUs ($)(12) | | | | Exercisable (#) | Unexercisable (#) | | | | | | | Martine Rothblatt | | | | | | | | | | 12/31/2014 | Stock Option(1) | 723,869 | — | — | 129.49 | 12/31/2024 | — | — | | 03/15/2016 | Stock Option(2) | 294,000 | — | — | 120.26 | 03/15/2026 | — | — | | 03/15/2017 | Stock Option(3) | 240,000 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 100,000 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(6) | 150,288 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 244,122 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2018 | Stock Option(5) | 285,103 | — | — | 111.00 | 03/15/2028 | — | — | | 03/15/2018 | Stock Option(6) | 213,827 | — | — | 111.00 | 03/15/2028 | — | — | | 03/15/2019 | Stock Option(7) | 500,000 | — | — | 135.42 | 03/15/2027 | — | — | | 03/15/2019 | Stock Option(8) | 500,000 | — | — | 117.76 | 03/15/2027 | — | — | | 03/15/2023 | Stock Option(9) | — | — | 207,720 | 217.50 | 03/15/2033 | — | — | | 03/15/2023 | RSU(10) | — | — | — | — | — | 37,080 | 8,153,521 | | 03/15/2023 | RSU(11) | — | — | — | — | — | 37,080 | 8,153,521 | | James Edgemond | | | | | | | | | | 03/13/2015 | STAP Award(2) | 25,000 | — | — | 163.30 | 03/13/2025 | — | — | | 03/13/2015 | STAP Award(2) | 15,160 | — | — | 163.30 | 03/13/2025 | — | — | | 03/15/2016 | Stock Option(2) | 49,000 | — | — | 120.26 | 03/15/2026 | — | — | | 03/15/2017 | Stock Option(3) | 45,000 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 18,750 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(6) | 32,205 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 52,312 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2018 | Stock Option(5) | 75,349 | — | — | 111.00 | 03/15/2028 | — | — | | 03/15/2018 | Stock Option(6) | 56,512 | — | — | 111.00 | 03/15/2028 | — | — | | 03/15/2019 | Stock Option(7) | 162,500 | — | — | 135.42 | 03/15/2027 | — | — | | 03/15/2019 | Stock Option(8) | 162,500 | — | — | 117.76 | 03/15/2027 | — | — | | 03/15/2023 | Stock Option(9) | — | — | 58,170 | 217.50 | 03/15/2033 | — | — | | 03/15/2023 | RSU(10) | — | — | — | — | — | 10,380 | 2,282,458 | | 03/15/2023 | RSU(11) | — | — | — | — | — | 10,380 | 2,282,458 | | Michael Benkowitz | | | | | | | | | | 03/13/2015 | STAP Award(2) | 32,200 | — | — | 163.30 | 03/13/2025 | — | — | | 03/15/2016 | Stock Option(2) | 39,200 | — | — | 120.26 | 03/15/2026 | — | — | | 06/24/2016 | Stock Option(2) | 52,500 | — | — | 102.11 | 06/24/2026 | — | — | | 03/15/2017 | Stock Option(3) | 63,000 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 26,250 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(6) | 42,940 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 69,750 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2018 | Stock Option(5) | 85,531 | — | — | 111.00 | 03/15/2028 | — | — | | 03/15/2018 | Stock Option(6) | 64,148 | — | — | 111.00 | 03/15/2028 | — | — | | 03/15/2019 | Stock Option(7) | 187,500 | — | — | 135.42 | 03/15/2027 | — | — | | 03/15/2019 | Stock Option(8) | 187,500 | — | — | 117.76 | 03/15/2027 | — | — | | 03/15/2023 | Stock Option(9) | — | — | 99,720 | 217.50 | 03/15/2033 | — | — | | 03/15/2023 | RSU(10) | — | — | — | — | — | 17,790 | 3,911,843 | | 03/15/2023 | RSU(11) | — | — | — | — | — | 17,790 | 3,911,843 |

  123. Stock Options and RSUs under the 2015 SIP

    Executive Compensation

  124. Stock Options and RSUs under the 2015 SIP

    | 66 | United Therapeutics, a public benefit corporation |

  125. Stock Options and RSUs under the 2015 SIP

    | | | Option Awards | | | | | Stock Awards | | | Name and Grant Date | Award Type | Number of Securities Underlying Unexercised Options or STAP Awards | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option or STAP Award Exercise Price ($) | Option or STAP Award Expiration Date | Equity Incentive Plan Awards: Number of Unearned and Unvested RSUs (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned and Unvested RSUs ($)(12) | | | | Exercisable (#) | Unexercisable (#) | | | | | | | Paul Mahon | | | | | | | | | | 03/13/2015 | STAP Award(2) | 116,250 | — | — | 163.30 | 03/13/2025 | — | — | | 03/15/2017 | Stock Option(3) | 75,000 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 31,250 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(6) | 42,940 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2017 | Stock Option(4) | 69,750 | — | — | 146.03 | 03/15/2027 | — | — | | 03/15/2019 | Stock Option(7) | 150,000 | — | — | 135.42 | 03/15/2027 | — | — | | 03/15/2019 | Stock Option(8) | 90,000 | — | — | 117.76 | 03/15/2027 | — | — | | 03/15/2023 | Stock Option(9) | — | — | 49,860 | 217.50 | 03/15/2033 | — | — | | 03/15/2023 | RSU(10) | — | — | — | — | — | 8,895 | 1,955,922 | | 03/15/2023 | RSU(11) | — | — | — | — | — | 8,895 | 1,955,922 |

  126. Stock Options and RSUs under the 2015 SIP

    (1)These stock options were fully vested upon grant pursuant to Dr. Rothblatt’s employment agreement. (2)These stock options or STAP awards vested in one-fourth increments on each of the first four anniversaries of the date of grant. (3)These stock options vested in one-third increments on each of the first three anniversaries of the date of grant. (4)These stock options were subject to a three-year (2017-2019) performance threshold tied to average cash profits margin. These stock options were fully earned as of December 31, 2019 and vested at March 15, 2020. (5)These stock options were subject to a three-year (2018-2020) performance threshold tied to average cash profits margin. These stock options were fully earned as of December 31, 2020 and vested at March 15, 2021. (6)These stock options were subject to a one-year performance threshold tied to Company-Wide Milestone Performance. Once earned, shares vested in equal installments over a three-year period. The number of shares shown reflects the number of shares earned based on actual performance. (7)These stock options fully vested (100%) on the fourth anniversary of the date of grant. (8)These stock options vested in one-third increments on the second, third, and fourth anniversaries of the date of grant. (9)These stock options are subject to a three-year performance period (2023-2025) tied to average cash profits margin. To the extent earned, these stock options cliff vest at the end of the three-year period. The number of shares shown is at "maximum". The number of shares that are ultimately earned may be lower, depending on performance over the relevant three-year period. (10)These RSUs are subject to a three-year performance period (2023-2025) tied to revenue growth. To the extent earned, these RSUs cliff vest at the end of the three-year period. The number of shares shown is at "maximum". The number of shares that are ultimately earned may be lower, depending on performance over the relevant three-year period. (11)These RSUs are subject to a three-year performance period (2023-2025) tied to research and development achievements. To the extent earned, these RSUs cliff vest at the end of the three-year period. The number of shares shown is at "maximum". The number of shares that are ultimately earned may be lower, depending on performance over the relevant three-year period. (12)The market value of these awards is based on the closing price of our common stock on December 29, 2023 ($219.89), as reported on Nasdaq. Executive Compensation

  127. Stock Options and RSUs under the 2015 SIP

    | 2024 Proxy Statement | 67 |

  128. Stock Options and RSUs under the 2015 SIP

    Option Exercises and Stock Vested in 2023 The following table shows the number of shares of our common stock acquired upon exercise of stock options by each of our NEOs during the year ended December 31, 2023. We did not have any STAP award exercises or stock awards that vested in 2023. Stock option exercise activity for our CEO in 2023 was largely related to stock options nearing their expiration dates.

  129. Stock Options and RSUs under the 2015 SIP

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Martine Rothblatt | 664,000 | 85,384,470 | | James Edgemond | — | — | | Michael Benkowitz | — | — | | Paul Mahon | 140,500 | 15,710,975 |

  130. Stock Options and RSUs under the 2015 SIP

    (1)Represents the difference between the exercise price of the stock options and the fair market value of our common stock on the date of exercise, multiplied by the number of options exercised. Pension Benefits in 2023 The table below describes the present value of the accumulated benefit for our NEOs under the SERP. No payments were made under the SERP to our NEOs during 2023.

  131. Stock Options and RSUs under the 2015 SIP

    | Name | Plan Name | Number of Years of Credited Service(1) | Actual Years of Service(2) | Present Value of Accumulated Benefit ($)(3) | | Martine Rothblatt | SERP | 15.0 | 27.5 | 14,175,604 | | James Edgemond | SERP | 11.0 | 11.0 | 5,769,435 | | Michael Benkowitz | SERP | 12.8 | 12.8 | 7,748,807 | | Paul Mahon | SERP | 15.0 | 22.6 | 11,509,531 |

  132. Stock Options and RSUs under the 2015 SIP

    (1)Reflects the number of years (up to the maximum of 15 years under the terms of the SERP) since each NEO commenced employment with us, through December 31, 2023. (2)Reflects the number of years since each NEO commenced employment with us, through December 31, 2023. (3)The present values of accumulated benefits are based on assumptions used in the financial disclosures for the year ended December 31, 2023 including a discount rate of 4.64% and a lump sum interest rate of 5.50%. The present value represents the lump sum value of the accrued benefit which is based on service and earnings as of December 31, 2023, and assumes payment at age 60, the normal retirement date under the SERP. No preretirement death, disability, or termination is assumed. For a discussion of valuation assumptions, see Note 11— Employee Benefit Plans to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Executive Compensation

  133. Stock Options and RSUs under the 2015 SIP

    | 68 | United Therapeutics, a public benefit corporation |

  134. Stock Options and RSUs under the 2015 SIP

    Supplemental Executive Retirement Plan In 2006, our Compensation Committee approved our SERP, which is a non-qualified supplemental defined benefit retirement plan for select key executives intended to enhance the long-term retention of individuals that have been and will continue to be vital to our success. Participants in the SERP generally must remain in the employ of United Therapeutics or one of its affiliates until age 60 to receive a benefit except in the event of death, disability, or a change in control. If a participant terminates employment with us for any reason prior to age 60 (other than due to death, disability, or a change in control), no benefit will be paid. The benefit to be paid under the plan is based on when an executive commenced participation in the plan. In general, a participant will be eligible for an unreduced benefit under the plan after 15 years of service. Upon a change in control before a participant reaches age 60, they will immediately vest in and receive a prorated benefit based on years of service to date. The SERP is administered by our Compensation Committee. Currently, our NEOs and one other member of our senior management participate in the SERP. Each of our NEOs is eligible, upon retirement after the age of 60, to receive monthly payments equal to the monthly average of the total gross base salary received by the participant over their last 36 months of active employment (the Final Average Compensation), reduced by the participant’s estimated social security benefit (determined as provided under the SERP), for the remainder of the participant’s life (the aggregate amount of such payments, the Normal Retirement Benefit), commencing on the first day of the sixth month after retirement. For executives who began participating in the plan after July 1, 2006, the retirement benefit is generally calculated as 100% of the final three year average gross base salary reduced by the estimated social security benefit they would receive in retirement, multiplied by a fraction (not to exceed one) the numerator of which is their years of service and the denominator of which is 15 (the Normal Retirement Benefit). This means that for participants who have less than 15 years of service with us, the retirement benefit is prorated by the number of years of actual service divided by 15 years. By age 60, all current participants will have had 15 years of service if they remain employed by us. In the event of termination of employment due to disability prior to the age of 60 or death prior to retirement, a participant or the participant’s beneficiary, as applicable, will be entitled to a percentage of the Normal Retirement Benefit, as determined under the SERP (the aggregate amount of such payments referred to as the Disability Retirement Benefit), commencing on the first day of the sixth month after termination of employment in the event of a disability and as soon as administratively practicable in the event of death. All of our NEOs have elected to receive their benefit in the form of a lump sum distribution, although they were also offered a choice of a single life annuity or an actuarially equivalent joint or survivor annuity. In the event of a change in control, as defined in the SERP, a participant who is actively employed on the date of the change in control will be entitled to a lump sum payment equal to the actuarial equivalent present value of a monthly single life annuity equal to (1) the participant’s Final Average Compensation, reduced by the participant’s estimated future social security benefit (determined as provided under the SERP), multiplied by (2) a fraction (no greater than one), the numerator of which equals the participant’s years of service and the denominator of which equals 15, to be paid as soon as administratively practicable following the change in control. In the event that a participant is entitled to a Normal Retirement Benefit or Disability Retirement Benefit at the time of a change in control, all such payments (or any remaining payments, with respect to any participant who is receiving payments under the SERP at the time of the change in control) will be made in a lump sum distribution as soon as administratively practicable following such change in control. Participants in the SERP will be prohibited from competing with us or soliciting its employees for a period of twelve months following their termination of employment (or, earlier upon attainment of age 65). Violation of this covenant will result in forfeiture of all benefits under the SERP. Rabbi Trust In December 2007, our Compensation Committee adopted the United Therapeutics Corporation Supplemental Executive Retirement Plan Rabbi Trust Document (Rabbi Trust Document), providing for the establishment of a trust (Rabbi Trust), the assets of which will be contributed by us and used to pay benefits under the SERP. We entered into the Rabbi Trust Document with Wilmington Trust Company, which serves as trustee of the Rabbi Trust. The Rabbi Trust is irrevocable, and SERP participants will have no preferred claim on, nor any beneficial ownership interest in, any assets of the Rabbi Trust. Currently, the Rabbi Trust does not contain any assets. Generally, we may contribute additional assets to the Rabbi Trust at our sole discretion. However, pursuant to the terms of the Rabbi Trust Document, within five days following the occurrence of a potential change in control (as defined in the Rabbi Trust Document), or if earlier, at least five days prior to the occurrence of a change in control (as defined in the Rabbi Trust Document), we will be obligated to make an irrevocable contribution to the Rabbi Trust in an amount sufficient to pay each SERP participant or beneficiary the benefits to which they would be entitled pursuant to the terms of the SERP on the date on which the change in control occurred. The Rabbi Trust will not terminate until the date on which SERP participants or their beneficiaries are no longer entitled to benefits pursuant to the terms of the SERP. Executive Compensation

  135. Stock Options and RSUs under the 2015 SIP

    | 2024 Proxy Statement | 69 |

  136. Stock Options and RSUs under the 2015 SIP

    Potential Payments Upon Termination or Change in Control Each of our NEOs is eligible to receive certain payments and benefits if their employment is involuntarily terminated without “Cause”, terminated by the executive for “Good Reason”, terminated by the executive voluntarily with continued status as a “Senior Advisor” to us, terminated due to disability or death, or terminated in connection with a “Change in Control” of our company in accordance with the applicable terms of their respective employment agreements, change in control severance agreements, the SERP, our equity compensation plans (the EIP and 2015 SIP) and related stock option and RSU agreements, as reported in the Potential Payments Upon Termination or Change in Control table below and described in the narrative table that follows. The summary of these benefits is qualified in its entirety by the specific language of the various agreements and plans that have been filed with the SEC. The amounts shown in the Potential Payments Upon Termination or Change in Control table below are estimates of the value of these payments and benefits, assuming that such termination or triggering event was effective as of December 31, 2023 (except as otherwise noted below with respect to those NEOs who terminated during the year). The actual compensation to be paid to a NEO can only be determined at the time such NEO’s employment is terminated and may vary based on factors such as the timing during the year of any such event, our stock price, the NEO’s age, and any changes to our benefit arrangements and policies. In addition to the benefits described below, our NEOs will be eligible to receive any benefits accrued under our broad-based benefit plans, such as distributions under life insurance and disability benefit plans.

  137. Stock Options and RSUs under the 2015 SIP

    | Executive Benefits and Payments Upon Separation | Involuntary Termination Without Cause/Resignation for Good Reason/ Resignation While Continuing as Senior Advisor(1) | Disability | Death | Termination upon a Change in Control | Change In Control without Termination of Employment | | Martine Rothblatt | | | | | | | Salary and cash incentive | $20,136,456 | $1,500,000 | $1,500,000 | $20,136,456 | $— | | Equity vesting acceleration(2) | $5,601,164 | $5,601,164 | $5,601,164 | $5,601,164 | $5,601,164 | | Supplemental Executive Retirement Plan(3) | $14,175,604 | $14,175,604 | $9,833,583 | $14,175,604 | $14,175,604 | | Health and other benefits(4) | $148,894 | $— | $— | $148,894 | $— | | Total | $40,062,118 | $21,276,768 | $16,934,747 | $40,062,118 | $19,776,768 | | James Edgemond | | | | | | | Salary and cash incentive | $157,808 | $— | $— | $4,086,362 | $— | | Equity vesting acceleration(2) | $— | $1,567,981 | $1,567,981 | $1,567,981 | $1,567,981 | | Supplemental Executive Retirement Plan | $— | $5,908,678 | $4,053,625 | $5,878,653 | $5,878,653 | | Health and other benefits(5) | $— | $— | $— | $71,596 | $— | | Total | $157,808 | $7,476,659 | $5,621,606 | $11,604,592 | $7,446,634 | | Michael Benkowitz | | | | | | | Salary and cash incentive | $547,973 | $— | $— | $5,942,026 | $— | | Equity vesting acceleration(2) | $— | $2,687,339 | $2,687,339 | $2,687,339 | $2,687,339 | | Supplemental Executive Retirement Plan | $— | $5,305,985 | $3,347,371 | $7,217,880 | $7,217,880 | | Health and other benefits(5) | $— | $— | $— | $71,596 | $— | | Total | $547,973 | $7,993,324 | $6,034,710 | $15,918,841 | $9,905,219 | | Paul Mahon | | | | | | | Salary and cash incentive | $4,580,742 | $— | $— | $4,580,742 | $— | | Equity vesting acceleration(2) | $1,343,670 | $1,343,670 | $1,343,670 | $1,343,670 | $1,343,670 | | Supplemental Executive Retirement Plan(3) | $11,509,531 | $11,509,531 | $8,071,143 | $11,509,531 | $11,509,531 | | Total | $17,433,943 | $12,853,201 | $9,414,813 | $17,433,943 | $12,853,201 |

  138. Stock Options and RSUs under the 2015 SIP

    (1)Benefits upon termination while continuing as a senior advisor are applicable only to employment agreements with Dr. Rothblatt and Mr. Mahon. (2)The value shown is based on: (1) the positive difference between the aggregate exercise price of all accelerated stock options and the aggregate market value of the underlying shares; and (2) the value of the accelerated performance-based RSU awards (PSU) based on the aggregate market value of the underlying shares. The aggregate market value is calculated based on the closing market price of our common stock on December 31, 2023, $219.89. (3)Dr. Rothblatt and Mr. Mahon have attained retirement age and reached the maximum number of years of service under the SERP. As a result, the value included in this table represents the normal benefits Dr. Rothblatt and Mr. Mahon would receive upon retirement, in accordance with the terms of the SERP. Executive Compensation

  139. Stock Options and RSUs under the 2015 SIP

    | 70 | United Therapeutics, a public benefit corporation |

  140. Stock Options and RSUs under the 2015 SIP

    (4)Represents the estimated value of continued health care benefits for a three-year period after termination, outplacement services for 12 months, and the fair value of one currently leased vehicle. (5)Represents the estimated value of continued health care benefits for a two-year period after termination and outplacement services equal to $4,500. Severance and Change in Control Payments to Named Executive Officers

  141. Stock Options and RSUs under the 2015 SIP

    | Provision | Terms Applicable to Chairperson and CEO | Terms Applicable to Mr. Mahon | | Payments Upon Involuntary Termination without Cause, or Resignation for Good Reason, or Resignation while Continuing as Senior Advisor | •Lump sum prorated cash incentive bonus payment* •Lump sum payment equal to 3.0 times base salary + 3.0 times annual cash incentive award* •Continuation of health care benefits for 36 months, outplacement services for 12 months and the transfer of one currently leased vehicle •Immediate vesting of unvested stock options and PSUs** | •Lump sum payment equal to 2.0 times: (1) current base salary; plus (2) annual cash incentive award* •Immediate vesting of unvested stock options and PSUs** | | Payments Upon Disability | •Continued payment of current base salary through the end of the calendar year following such disability •Acceleration of SERP benefits •Immediate vesting of unvested stock options and PSUs** | •Immediate vesting of unvested stock options and PSUs** •Acceleration of SERP benefits | | Payments Upon Death | •Continued payment of current base salary through the end of the calendar year following such death to Executive’s legal representatives •Acceleration of SERP benefits •Immediate vesting of unvested stock options and PSUs** | •Immediate vesting of unvested stock options and PSUs** •Acceleration of SERP benefits | | Payments Upon Termination Following Change in Control | •Same as Payments Upon Involuntary Termination, etc., except that payment of SERP benefits occurs immediately, and is calculated as described above under Supplemental Executive Retirement Plan | •Same as Payments Upon Involuntary Termination, etc. •Acceleration of SERP benefits | | Payments Upon Change in Control without Termination | •Acceleration of SERP benefits •Immediate vesting of unvested stock options and PSUs** (if not assumed) | •Immediate vesting of unvested stock options and PSUs** (if not assumed) •Acceleration of SERP benefits |

  142. Stock Options and RSUs under the 2015 SIP

    *Payment is equal to greater of payment for the prior year, or the average of such payments for the prior two years **Unvested performance stock options and PSUs will vest at target

  143. Stock Options and RSUs under the 2015 SIP

    | Provision | Terms Applicable to Mr. Edgemond and Mr. Benkowitz | | Payments Upon Involuntary Termination without Cause | •Lump sum payment equal to base salary through the remainder of the agreement term | | Payments Upon Disability | •Continued payment of current base salary through date of termination •Immediate vesting of unvested stock options and PSUs* •Acceleration of SERP benefits | | Payments Upon Death | •Immediate vesting of unvested stock options and PSUs* •Acceleration of SERP benefits |

  144. Stock Options and RSUs under the 2015 SIP

    Executive Compensation

  145. Stock Options and RSUs under the 2015 SIP

    | 2024 Proxy Statement | 71 |

  146. Stock Options and RSUs under the 2015 SIP

    | Provision | Terms Applicable to Mr. Edgemond and Mr. Benkowitz | | Payments Upon Termination Following Change in Control | •Payment of a lump sum cash amount equal to 2.0 times the sum of (x) base salary plus (y) the highest of (1) the cash incentive paid to the individual for the year immediately preceding the year in which the change in control occurs; (2) the cash incentive award payable to the individual for the year immediately preceding the year in which the termination of employment occurs; or (3) the individual’s annual target cash incentive award •Immediate vesting of unvested stock options and PSUs* •Acceleration of SERP benefits •Continuation of medical benefits for 24 months •Outplacement benefits with a value of $4,500 | | Payments Upon Change in Control without Termination | •Acceleration of SERP benefits •Immediate vesting of unvested stock options and PSUs* (if not assumed) |

  147. Stock Options and RSUs under the 2015 SIP

    | Year (a) | Summary Compensation Table Total for PEO (1) (b) | Compensation Actually Paid to PEO (2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (3) (d) | Average Compensation Actually Paid to Non-PEO NEOs (4) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in millions) (7) (h) | Revenue ($ in millions) (8) (i) | | | | | | | Total Share- Holder Return (5) (f) | Peer Group Total Share- Holder Return (6) (g) | | | | 2023 | $16,958,057 | $(10,805,540) | $7,004,879 | $(2,186,013) | $249.65 | $159.01 | $984.8 | $2,327.5 | | 2022 | $5,322,204 | $41,188,180 | $2,381,140 | $15,387,032 | $315.72 | $153.08 | $727.3 | $1,936.3 | | 2021 | $3,511,071 | $50,428,496 | $1,962,289 | $18,294,614 | $245.32 | $137.47 | $475.8 | $1,685.5 | | 2020 | $4,811,672 | $49,919,731 | $4,145,541 | $17,608,882 | $172.33 | $110.52 | $514.8 | $1,483.3 |

  148. Stock Options and RSUs under the 2015 SIP

    | Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $16,958,057 | $5,322,204 | $3,511,071 | $4,811,672 | | Less value of Stock Options and RSUs reported in Summary Compensation Table | $11,302,852 | — | — | — | | Less Change in Pension Value reported in Summary Compensation Table | — | — | — | $1,575,757 | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | $24,052,395 | — | — | — | | Plus fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | | Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | $41,115,001 | $42,020,090 | $46,738,027 | | Plus (less) change in fair value from prior fiscal year end to the vesting date of equity awards granted in prior years that vested in the year | $(40,513,140) | $(5,249,025) | $4,897,335 | $(54,211) | | Less prior year-end fair value for any equity awards forfeited in the year | — | — | — | — | | Plus dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | — | — | — | — | | Plus pension service cost for services rendered during the year | — | — | — | — | | Compensation Actually Paid to Martine Rothblatt, Chairperson and CEO | $(10,805,540) | $41,188,180 | $50,428,496 | $49,919,731 |

  149. Stock Options and RSUs under the 2015 SIP

    | Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total | $7,004,879 | $2,381,140 | $1,962,289 | $4,145,541 | | Less average value of Stock Options and RSUs reported in Summary Compensation Table | $3,767,178 | — | — | — | | Less average Change in Pension Value reported in Summary Compensation Table | $622,514 | — | $278,975 | $2,461,396 | | Plus average year-end fair value of outstanding and unvested equity awards granted in the year | $8,017,006 | — | — | — | | Plus average fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | | Plus (less) average year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | $13,705,000 | $14,006,697 | $14,907,728 | | Plus (less) average change in fair value from prior fiscal year end to the vesting date of equity awards granted in prior years that vested in the year | $(13,504,380) | $(1,749,675) | $1,464,630 | $69,866 | | Less prior year-end fair value for any equity awards forfeited in the year | — | — | — | — | | Plus dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | — | — | — | — | | Plus average pension service cost for services rendered during the year | $686,174 | $1,050,567 | $1,139,973 | $947,143 | | Average Compensation Actually Paid to Non-PEO NEOs | $(2,186,013) | $15,387,032 | $18,294,614 | $17,608,882 |

  150. Compensation Actually Paid, Cumulative TSR, and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR, and Peer Group TSR

  151. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  152. Compensation Actually Paid and Company-Selected Measure (Revenue)

    Compensation Actually Paid and Company-Selected Measure (Revenue) Executive Compensation

  153. Compensation Actually Paid and Company-Selected Measure (Revenue)

    | 74 | United Therapeutics, a public benefit corporation |

  154. Compensation Actually Paid and Company-Selected Measure (Revenue)

    Performance Measures The most important financial and operational performance measures we use to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows: •Revenue •Cash Profit Margin •Number of Patients •R&D Performance •Manufacturing Performance Pay Ratio As required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the 2023 compensation of our principal executive officer to that of our median compensated employee. During 2023, our principal executive officer was our Chief Executive Officer, Dr. Martine Rothblatt. For purposes of this pay ratio disclosure, Dr. Rothblatt’s 2023 annual total compensation was $16,976,289, and the 2023 total annual compensation for our median employee, identified as discussed below, was $210,540, resulting in a pay ratio of approximately 81:1. Dr. Rothblatt’s total compensation for purposes of this disclosure differs from the total annual compensation reflected in the Summary Compensation Table because we included the value of employer paid non-discriminatory health and welfare benefits and basic life insurance premiums, which are not required to be disclosed in the Summary Compensation Table, but which we include here to give a more complete picture of our median employee’s total rewards compensation. In accordance with Item 402(u) of Regulation S-K, we identified our employee population as of October 1, 2023 and determined the median employee by (1) aggregating for each applicable employee (a) annual base salary determined as of October 1, 2023 for salaried employees (or hourly rate as of the same date, multiplied by estimated hours worked in 2023, for hourly employees); and (b) the target cash incentive, commissions, and overtime earned in 2023; and (2) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees except as disclosed in the following paragraph, excluding Dr. Rothblatt, whether employed on a full time, part time, or seasonal basis. For purposes of identifying the median employee, all employees located outside of the United States as of October 1, 2023, totaling 17 individuals, were excluded from the determination of the median employee pursuant to the so-called de minimis exemption, which permits us to exclude foreign employees, up to 5% of our total employee population of 1,071, on a whole country basis. As of October 1, 2023, these employees were located in the following countries: Canada (12), United Kingdom (4) and Ireland (1). Applying this de minimis exemption, as of October 1, 2023, we considered a total of 1,054 U.S.-based employees (excluding our CEO) and no employees located outside of the United States. Irrespective of the de minimis exemption, on this same date we had 1,054 U.S.-based employees (excluding our CEO) and 17 employees located outside of the United States. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation, allows companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Executive Compensation

  155. Compensation Actually Paid and Company-Selected Measure (Revenue)

    | 2024 Proxy Statement | 75 |

  156. Compensation Actually Paid and Company-Selected Measure (Revenue)

    | 3 | Approval of The Amendment and Restatement of The United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan |

  157. Compensation Actually Paid and Company-Selected Measure (Revenue)

    We are asking our shareholders to approve an amendment and restatement (the 2024 Restatement) of the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the Plan). On April 29, 2015, our Board of Directors unanimously adopted and approved the Plan. Our shareholders subsequently approved the Plan at our 2015 Annual Meeting of Shareholders. Our shareholders subsequently approved an amendment and restatement of the Plan at each of our 2018, 2019, 2020, 2021, 2022, and 2023 Annual Meetings of Shareholders. We refer to the 2023 amendment and restatement of the Plan as the 2023 Restatement. Our Board of Directors adopted and approved the Plan to stimulate the efforts of non-employee directors, officers, employees, and other service providers, in each case who are selected to be participants in the Plan, by heightening the desire of such persons to continue working toward and contributing to our success and progress. The Plan allows grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and stock awards, any of which may be performance-based, and for cash incentives. We believe that a comprehensive equity compensation program serves as a necessary and powerful tool to attract, retain, and incentivize individuals essential to our financial success and accordingly benefits all of our shareholders by allowing us to retain individuals who are expected to make significant contributions to the creation of shareholder value. The 2024 Restatement makes the following key changes to the 2023 Restatement of the Plan, in addition to certain other administrative changes: •Increases the maximum number of shares of our common stock that may be issued under the Plan by 1,320,000 shares •Extends the expiration date of the Plan to April 25, 2034 •Revises the minimum vesting provisions under the Plan to permit certain exceptions in line with best practices •Revises the limit on non-employee director compensation to address certain special assignments