DEF 14A of United Therapeutics Corp
Filed Apr 29, 2026 · FY20250001082554-26-000009
Therapeutics Corporation’s 2026 Annual Meeting of Shareholders to Be Held on
| PROPOSAL 3: Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan | 64 | | AUDIT MATTERS | 72 | | PROPOSAL 4: Ratification of The Appointment of Ernst & Young LLP as United Therapeutics Corporation’s Independent Registered Public Accounting Firm for 2026 | 72 | | Report of our Audit Committee | 72 | | Principal Accountant Fees and Services | 73 | | Policy on Pre-Approval of Audit Services and Non-Audit Services | 74 | | OTHER MATTERS | 75 | | Certain Relationships and Related Party Transactions | 75 | | Beneficial Ownership of Common Stock | 75 | | Delinquent Section 16(a) Reports | 77 | | Insider Trading Policies and Procedures | 77 | | Shareholder Proposals and Director Nominations | 78 | | INFORMATION ABOUT THE MEETING, VOTING, AND PROXIES | 79 | | ANNEX A - United Therapeutics Corporation 2026 Stock Incentive Plan | A-1 | | ANNEX B - Non-GAAP Financial Information | B-1 |
Therapeutics Corporation’s 2026 Annual Meeting of Shareholders to Be Held on
| Frequently Requested Information | | | Auditor fees | 73 | | Board and committee evaluation | 11 | | Board leadership structure | 21 | | CEO pay ratio | 63 | | Clawback policy | 49 | | Cybersecurity oversight | 26 | | Director biographies | 15 | | Director compensation | 28 | | Director independence | 13 | | Director overboarding policy | 13 | | Executive succession planning | 25 | | Long-term incentives | 41 | | Peer group companies | 45 | | Perquisites | 48 | | Proxy access | 27 | | Public benefit and sustainability oversight | 25 | | Risk oversight | 24 | | Shareholder communications with our Board | 27 | | Skills matrix | 14 | | Stock ownership guidelines | | | For non-employee directors | 29 | | For executive officers | 49 |
WEBSITE REFERENCES
| 11% Revenue growth vs. 2024 ~$2.3m Revenue per employee in 2025, which ranks third among the companies in our compensation peer group 38% Total shareholder return in 2025 | $4.7b Cash, cash equivalents, and marketable investments as of December 31, 2025 $1.3b Net income $1.0b Returned to shareholders in 2025 under an accelerated share repurchase program |
Total Shareholder Return
Total Shareholder Return The chart above shows how a $100 investment in our common stock on December 31, 2020 would have performed compared to a $100 investment on the same date in each of the Nasdaq U.S. Benchmark TR Index and the Nasdaq U.S. Benchmark Pharmaceuticals TR Index assuming the reinvestment of dividends, if any.
Board Diversity
| | | | | Target Compensation Mix | | | | | | Element | Form | CEO | Other NEOs | Metrics and Key Features | | | | Annual Salary | Fixed Cash | 8.9% | 16.4% | Established each year based on (1) individual performance, (2) overall company performance, (3) market rate, and (4) CEO input, for the other NEOs | | | | | | | | | | | | Cash Incentive Award Program | Annual Performance- Based Plan | 11.1% | 13.2% | A mix of financial and operational targets, with a multiplier applicable to the financial components: Financial (50%) •Cash Profit Margin (25%) •Revenues (25%) Operational (50%) •Manufacturing (25%) •R&D (25%) | | | | | | | | | | | | Long-Term Incentive Compensation | 100% performance-based awards, with 3-year performance periods | | | | | | | | Performance Stock Options (PSOs) | 40.0% | 35.2% | Performance Metric: •3-Year Cash Profit Margin | | | | | Performance Stock Units (PSUs) | 40.0% | 35.2% | Performance Metrics: •3-Year revenue growth objectives (50%) •R&D milestones (50%) |
Board Diversity
| 3 | | | | Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan (the Plan) | | Our Board recommends a vote FOR this proposal. | See page 64 |
M.B.A., 63
M.B.A., 63 INDEPENDENT Director Since: 2003 Committees: Nominating and Governance (Chair), Audit
Other Current Public
Other Current Public Company Boards: None Education: •B.A., Psychology, College of Wooster •M.B.A., George Washington University
Other Current Public
| Key Experiences and Qualifications | | •Nearly 30 years of experience in strategic planning and marketing for healthcare delivery, financing, and biotechnology organizations •Extensive leadership experience as a senior health care marketing executive |
Career Highlights
Career Highlights •Causey Consortium, professional services organization providing business strategy and marketing counsel to the healthcare industry •Principal (2002–2021) •Definity Health Incorporated, a consumer-driven health plan operator •Chief Marketing Officer (2001–2002) •Allina Health System, a healthcare system based in Minneapolis, Minnesota •Vice President, Marketing and Communications (1997–2000)
Other Professional Experience and Achievements
Other Professional Experience and Achievements •Board of Trustees of The College of Wooster (2015–present) •Member, Board of Directors, Data Sciences International, Inc. (2008–2013)
Richard Giltner, 62
Richard Giltner, 62 INDEPENDENT Director Since: 2009 Committees: Audit (Chair), Nominating and Governance
Other Current Public
Other Current Public Company Boards: None Education: •B.A., Economics, Northwestern University
Other Current Public
| Key Experiences and Qualifications | | •Decades of experience in the financial sector, including international financial markets, derivatives, alternative investments, and asset management •Leadership experience in international finance; global business and financial experience as an institutional investor |
Career Highlights
Career Highlights •Lyxor Asset Management, an asset management group at Société Générale •Portfolio Manager (2009–2010) •Société Générale, a European financial services company •Managing Director of Société Générale Asset Management and head of the European office for its fund of hedge funds group (2006–2009) •Global Head of Foreign Exchange Options, Investment Banking Division (2003–2006) •Various managerial roles (1991–2003)
Other Professional Experience and Achievements
Other Professional Experience and Achievements •Private Investor (since 2010 following retirement from Lyxor Asset Management)
Other Professional Experience and Achievements
| 16 | United Therapeutics, a public benefit corporation |
Other Professional Experience and Achievements
Our Corporate Governance
Ray Kurzweil, 78
Ray Kurzweil, 78 INDEPENDENT Director Since: 2002 Committees: None
Other Current Public
Other Current Public Company Boards: None Education: •B.S., Computer Science and Literature, Massachusetts Institute of Technology
Other Current Public
| Key Experiences and Qualifications | | •Over 60 years of artificial intelligence (AI) experience and a track record of creating and commercializing AI-related inventions •Extensive technological experience as an inventor and technology developer in the fields of telemedicine and pharmaceutical R&D •Substantial corporate leadership and public company governance experience |
Career Highlights
Career Highlights •Kurzweil Technologies, Inc., a technology development firm •Chief Executive Officer (1995–present) •Beyond Imagination, a humanoid robotics company •Chief AI Officer (2025–present) •Co-Founder (2018)
•Google
•Google •Principal Researcher and AI Visionary (2023–2025) •Director of Engineering (2013–2023)
Other Professional Experience and Achievements
Other Professional Experience and Achievements •Inducted into the National Inventors Hall of Fame (2002) •Recipient of the National Medal of Technology, MIT Lemelson Prize, Grammy Award, 21 honorary doctorates, and honors from three U.S. presidents •Previously served as a member of the boards of directors of Inforte Corp. and Medical Manager Corporation, both of which were publicly traded
Jan Malcolm, 70
Jan Malcolm, 70 INDEPENDENT Director Since: 2024 Committees: Audit
Other Current Public
Other Current Public Company Boards: None Education: •B.A., Philosophy and Psychology, Dartmouth College
Other Current Public
| Key Experiences and Qualifications | | •Accomplished leader in health policy, public health, and health care finance and delivery who has demonstrated a career-long dedication to improving the health of the public and the care of complex populations •Deep experience in public health and government relations helps support our strategic efforts to revolutionize the treatment of end-stage organ disease •Longstanding focus on healthcare equity aligns with our public benefit purpose of bringing a brighter future to patients, regardless of their financial resources •Hands-on operational experience managing complex organizations; strong governance experience in healthcare, human services, and foundations |
Career Highlights
Career Highlights •Minnesota Department of Health: Commissioner of Health (1999–2003; 2018–2023) •Courage Center, leading provider of rehabilitation and health services for people with disabilities serving over 12,000 patients annually •Chief Executive Officer (2005–2013) •Allina Health System: Vice President (1994–1999; 2013–2016) •Former Board Member: Blue Cross Blue Shied of Minnesota; United Way of Minnesota; Bush Foundation
Other Professional Experience and Community Involvement
Other Professional Experience and Community Involvement •Adjunct Faculty, University of Minnesota School of Public Health (2016-2024); Co-Director, Robert Wood Johnson Foundation program (2016–2018) •Recipient, AMA Award for Outstanding Government Service from the American Medical Association (2024) •Honorary doctor of laws degree from the University of Minnesota; honorary doctor of human letters degree from Saint Catherine University
Other Professional Experience and Community Involvement
| 2026 Proxy Statement | 17 |
Other Professional Experience and Community Involvement
Our Corporate Governance Linda Maxwell, M.D.,
M.B.A., 52
M.B.A., 52 INDEPENDENT Director Since: 2020 Committees: Compensation, Nominating and Governance
Other Current Public
Other Current Public Company Boards: •ImmunityBio, Inc. Education: •B.A., Biology, Harvard College •M.D., Yale Medical School •M.B.A., Oxford University
Other Current Public
| Key Experiences and Qualifications | | •Experienced physician-surgeon, educator, published scientific author, and health technology entrepreneur and innovator •Background in guiding emerging health technology companies through clinical development, capitalization, and commercialization •Robust corporate governance experience, and knowledge of the U.S. and Canadian regulatory environments |
Career Highlights
Career Highlights •DCVC, Silicon Valley venture capital firm •Operating Partner (2022–Present)
•University of Toronto
•University of Toronto •Adjunct Professor of Surgery; Visiting Professor at Toronto Metropolitan University; Associate Scientist at the Li Ka Shing Knowledge Institute (2015–2024) •Triple board certified in Otolaryngology-Head Neck Surgery, Facial Plastic Reconstructive Surgery, and Obesity Medicine
•University of Oxford and UK National Health Service
•University of Oxford and UK National Health Service •Managed life sciences tech transfer portfolio
Other Professional Experience and Community Involvement
Other Professional Experience and Community Involvement •Served as a healthcare innovation expert to various Canadian federal, provincial, and local government entities •Founding and Executive Director, Biomedical Zone, Canada’s leading hospital-embedded, physician- led business incubator for emerging health technology companies (2015) •Former Member, Board of Directors, Profound Medical Inc., a publicly traded company •NACD.DC and ICD.D designations, certifications issued in the U.S. and Canada, respectively, to corporate directors; completed Diligent Climate Leadership Certificate
Nilda Mesa, J.D., 66
Nilda Mesa, J.D., 66 INDEPENDENT Director Since: 2018 Committees: Compensation, Nominating and Governance
Judy Olian, Ph.D., 74
Judy Olian, Ph.D., 74 INDEPENDENT Director Since: 2015 Committees: Audit
Other Current Public
Other Current Public Company Boards: •Ares Management •Mattel, Inc. Education: •B.S., Psychology, Hebrew University of Jerusalem •M.S., Industrial Relations, University of Wisconsin–Madison •Ph.D., Industrial Relations, University of Wisconsin–Madison
Other Current Public
| Key Experiences and Qualifications | | •Expertise in managing and leading a large organization as a university president of a prestigious university and former dean of one of the world’s leading business schools •Academic expertise, which centers on the alignment of organizational strategies with human resource systems and incentives, provides valuable insight to a growing biotech company •Substantial public company board experience |
Career Highlights
Career Highlights
•Quinnipiac University
•Quinnipiac University •President (2018–2025) •President Emerita (2025–present)
•UCLA Anderson School of Management
•UCLA Anderson School of Management •Dean; John E. Anderson Chair in Management (2006–2018)
•Pennsylvania State University
•Pennsylvania State University •Dean and Professor, Smeal College of Business Administration (2001–2006)
Other Professional Experience and Achievements
Other Professional Experience and Achievements •Advisory boards: U.S. Studies Centre (University of Sydney); Peking University Business School; Connecticut Governor’s Workforce Council; Business-Higher Education Forum; New Haven Promise; Catalyst •Co-Chair, AdvanceCT (2024–present) •Board Member, Hartford Healthcare (2022–present) and Wisconsin Alumni Research Foundation (2025–present) Christopher Patusky, J.D.,
M.G.A., 62
M.G.A., 62 VICE CHAIR AND LEAD INDEPENDENT DIRECTOR Director Since: 2002 Committees: Compensation (Chair), Nominating and Governance
J.D., M.B.A., 71
J.D., M.B.A., 71 FOUNDER, CHAIRPERSON, AND CEO Director Since: 1996 Committees: None
Other Current Public
Other Current Public Company Boards: •BETA Technologies, Inc. Education: •B.S., Communications, M.B.A., and J.D., University of California, Los Angeles •Ph.D., Medical Ethics, University of London
Other Current Public
| Key Experiences and Qualifications | | •In-depth knowledge of United Therapeutics from her service as its founder, Chairperson, and Chief Executive Officer •Thought leader in bioethics, sustainable aviation, organ manufacturing, and AI •Extensive leadership and business experience at technology companies |
Career Highlights
Career Highlights
•United Therapeutics
•United Therapeutics •Founder, Chairperson & CEO (1996–present) •SiriusXM •Founder
Other Professional Experience and Achievements
Other Professional Experience and Achievements •Author: 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) and Virtually Human (AI ethics and human– machine issues) •Co-inventor of 10 U.S. patents (additional patents pending) •UCLA Medal (2018); Benjamin Franklin Medal for Distinguished Achievement in the Sciences (2023) •National Business Aviation Association Meritorious Service to Aviation Award (2021) •No. 8 on Forbes’ inaugural Innovator 250 List, recognizing the 250 living Americans who “best embody the nation’s creative spirit.” (2026) •Member of National Academy of Engineering, among the highest professional distinctions accorded to an engineer (2026)
Louis Sullivan, M.D., 92
Louis Sullivan, M.D., 92 INDEPENDENT Director Since: 2002 Committees: Compensation
Thompson, J.D., 84
Thompson, J.D., 84 INDEPENDENT Director Since: 2010 Committees: Audit
Kevin Tracey, M.D., 68
Kevin Tracey, M.D., 68 INDEPENDENT Director Since: 2026 Committees: None
Lead Independent Director
Our Corporate Governance Non-Employee Director Compensation Overview In 2025, 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 (RSUs) (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. In 2025, Professor Dwek and Dr. Sullivan received compensation for serving as Board designees to our Scientific Advisory Board, which advises United Therapeutics on scientific matters pertaining to technologies, products, and product candidates. 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 2025, our Compensation Committee’s independent consultant reviewed the market competitiveness of our non-employee director compensation program relative to our compensation peer group and recommended only one change—a modest increase in the Lead Independent Director cash retainer from $35,000 to $40,000 per year to better align with the market. The following outlines our non-employee director compensation levels in effect for 2025: The closing price of our common stock on the date of grant is utilized in determining the number of RSUs granted and as an input in the Black-Scholes-Merton methodology for determining the number of stock options granted. (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.
Lead Independent Director
(1) Figure excludes Ms. Malcolm and Dr. Tracey, each of whom is within the five- year window for attaining compliance after joining our Board. Equity-Based Awards In 2025, non-employee directors were eligible to receive equity-based awards under the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the 2015 Plan), as follows: •Form of Awards: Initial grants and annual grants were paid in the form of stock options, 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 closing price of our common stock 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 •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 closing price of our common stock 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 •Rounding: The resulting number of stock options or RSUs, calculated as above, was rounded to the nearest ten shares •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 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 Board meeting after our Annual Meeting of Shareholders •Vesting: •Initial Grants: Non-employee director awards become fully vested on the one-year anniversary of the grant date •Annual Grants: Annual non-employee director awards become fully vested on the earlier to occur of (a) the one-year anniversary of the grant date; or (b) the date of the next Annual Meeting of Shareholders following the grant date; provided, however, that the awards shall not vest earlier than 50 weeks following the grant date
Lead Independent Director
| Name | Fees Earned or Paid in Cash(1) | Restricted Stock Units(2) | Stock Options(2) | All Other Compensation(3) | Total | | Christopher Causey | $100,000 | $— | $408,034 | $— | $508,034 | | Raymond Dwek(4) | $75,000 | $— | $408,034 | $1,750 | $484,784 | | Richard Giltner | $100,000 | $401,397 | $— | $— | $501,397 | | Ray Kurzweil | $60,000 | $199,167 | $204,576 | $— | $463,743 | | Jan Malcolm | $66,522 | $199,167 | $204,576 | $— | $470,265 | | Linda Maxwell | $81,522 | $— | $408,034 | $— | $489,556 | | Nilda Mesa | $90,000 | $199,167 | $204,576 | $— | $493,743 | | Judy Olian | $75,000 | $401,397 | $— | $— | $476,397 | | Christopher Patusky | $137,569 | $199,167 | $204,576 | $— | $541,312 | | Louis Sullivan | $83,478 | $199,167 | $204,576 | $11,906 | $499,127 | | Tommy Thompson | $75,000 | $— | $408,034 | $— | $483,034 |
Lead Independent Director
(1)Includes (as applicable) annual cash retainer and fees for serving on our Board and any Board committees, as a committee chair, and as Lead Independent Director. (2)On July 24, 2025, each of our non-employee directors was granted stock options and/or RSUs. Each stock option had an exercise price of $306.41 per share and a grant date fair value of $111.79 per share, and each RSU had a grant date fair value of $306.41 per share. Amounts shown in these columns represent the aggregate grant date fair value of the stock options and RSUs granted in 2025, which were the only awards granted to non-employee directors in 2025, 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, 2025. (3)Consists of compensation paid to Professor Dwek and Dr. Sullivan in 2025 for their service on the Scientific Advisory Board. (4)Although Professor Dwek is not standing for re-election at the 2026 Annual Meeting, on April 21, 2026, our Compensation Committee approved (i) allowing his unvested equity awards to remain outstanding and eligible to vest on the one-year anniversary of the date of grant notwithstanding that he will not be a member of our Board as of such date; and (ii) the extension of the term of his outstanding stock options until three years following the expiration of his term as director on June 26, 2026. Each non-employee director held the following number of stock options and RSUs as of December 31, 2025:
Lead Independent Director
| Name | Stock Options | RSUs | | Christopher Causey | 17,530 | — | | Raymond Dwek | 11,100 | — | | Richard Giltner | — | 1,310 | | Ray Kurzweil | 36,480 | 650 | | Jan Malcolm | 4,790 | 650 | | Linda Maxwell | 41,210 | — | | Nilda Mesa | 29,300 | 650 | | Judy Olian | 2,320 | 1,310 | | Christopher Patusky | 42,500 | 650 | | Louis Sullivan | 7,600 | 650 | | Tommy Thompson(1) | 42,860 | 880 |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for our Company’s 2026 Annual Meeting of Shareholders. This advisory resolution is not binding on our Board of Directors. Although non-binding, our Board and our Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. Based on the results of our 2023 shareholder advisory vote on the preferred frequency of holding future advisory votes to approve executive compensation, our Board of Directors has adopted a policy providing for an annual advisory resolution to approve executive compensation. Unless our Board modifies its policy on the frequency of future “Say-on-Pay” advisory votes, the next “Say-on-Pay” advisory vote will be held at our 2027 Annual Meeting of Shareholders. Approval of this proposal requires the affirmative vote of the holders of a majority of the voting power of all shares of stock entitled to vote thereon, present in person or by proxy, at our Annual Meeting. Abstentions have the same effect as an “against” vote. Broker non-votes, if any, have no impact on the vote. Our Board of Directors recommends that you vote FOR the advisory resolution to approve executive compensation.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| 32 | United Therapeutics, a public benefit corporation |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
Executive Compensation Compensation Discussion and Analysis This Compensation Discussion and Analysis describes the compensation objectives and policies set by our Compensation Committee for our NEOs, including executive pay decisions and processes and all elements of our executive compensation program. In this Compensation Discussion and Analysis and elsewhere in this Proxy Statement, the term Compensation Committee refers to the Compensation Committee of our Board of Directors, and the terms we and our refer to United Therapeutics. Executive Summary 2025 Performance Highlights
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| INDUSTRY-LEADING PROFITABILITY | | INDUSTRY-LEADING TSR | | | 42% Net income margin | 56% EBITDASO margin* | 38% 2025 total shareholder return (TSR) | Compared to 33% 2025 Nasdaq Biotechnology Total Return Index (XNBI) TSR | | INDUSTRY-LEADING PRODUCTIVITY | | | | | ~$2.3 million Revenue per employee, the third highest in our compensation peer group | | | | | CONTINUED REVENUE GROWTH TRAJECTORY | | | | | 11% Increase in revenue overall in 2025 compared to 2024 | | 16% Growth in total Tyvaso revenues in 2025 compared to 2024 | | | ROBUST SUPPLY CHAIN •Supplied patients Tyvaso DPI, which has grown to become our best-selling product •Made progress on a new mass timber pharmaceutical manufacturing facility called Warp-10, which we expect will enhance our capacity to meet our inventory goals •Maintained two-year inventory of nebulized Tyvaso, Remodulin, and Orenitram | | PIPELINE EXECUTION •Initiated our EXPAND UKidney clinical trial, the first-ever clinical trial of a xeno-organ •Successful readout of our TETON-2 clinical study for IPF; fully enrolled our TETON-1 clinical study for IPF •Fully enrolled our ADVANCE OUTCOMES and miroliverELAP clinical trials •Progressed our TETON-PPF study in PPF | |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
*EBITDASO margin is a non-GAAP measure. A reconciliation of this non-GAAP measure and other information relating to this measure can be found in Annex B to this Proxy Statement.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| 2026 Proxy Statement | 33 |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
Executive Compensation Our Named Executive Officers Our 2025 Named Executive Officers (or NEOs) are:
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| | Martine Rothblatt, Ph.D., J.D., M.B.A. 71, Founder, Chairperson, Chief Executive Officer, and Director |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
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 ten 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. For additional details, please refer to Dr. Rothblatt’s director biography on page 19.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| | Michael Benkowitz 54, President and Chief Operating Officer |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
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 sales, marketing, market access, patient relations, manufacturing, 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.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| | James C. Edgemond 59, Chief Financial Officer and Treasurer |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
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.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| | Paul A. Mahon, J.D. 62, Executive Vice President, General Counsel, and Corporate Secretary |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
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.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| 34 | United Therapeutics, a public benefit corporation |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
Executive Compensation 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 91.1% of overall Chief Executive Officer pay and approximately 83.6% 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.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| Sustainable, Long-Term Shareholder Value Creation | | | | | | | | | | Pay-for-Performance | Shareholder Alignment | Balance Short- and Long-Term Perspectives | Market Competitiveness |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| | 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 | | ✓ | ✓ | ✓ |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
Target Compensation Mix 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. Our long-term incentive program is 100% performance based, and is delivered as a mix of performance stock options and performance stock units. 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 2025 base salary (on an annualized basis, following the March 2025 salary increases), 2025 target cash bonus, and the target equity value of the long-term incentive awards granted in March 2025, which were granted 50% in the form of performance stock options and 50% in the form of performance stock units.
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
| 2015 | 2017 | 2019 | 2020 | 2021 | 2023-2025 | | Renegotiated CEO’s employment agreement to eliminate contractual rights to annual stock option grant and excise tax gross-up | Shifted to 100% performance- based equity program for all NEOs | Reduced CEO’s annualized total direct compensation to ∼50th percentile of our peer group | Committed not to make any additional NEO equity awards until 2023 | Agreed that future NEO equity awards will be at least 50% performance- based Addressed shareholder feedback through responsive changes and disclosures | Awarded 100% performance- based equity awards Honored all shareholder commitments made in 2020-21 regarding design of executive compensation program |
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and
Executive Compensation 2025 Compensation Decisions Summary of 2025 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 late 2024, Mr. Benkowitz took on the added responsibility for our commercial manufacturing operations and our ex vivo lung perfusion program, substantially expanding the scope of his responsibilities. In 2025, our Compensation Committee increased his base pay and bonus target to reflect this significant increase in responsibility. Mr. Edgemond’s 2025 pay increase reflected the increased scope, scale, and complexity of his responsibilities across our global real estate portfolio, including several major construction projects.
Summary of 2025 Target Total Direct Compensation
| NEO | 2025 Base Salary(1) | % Increase Over 2024 Base Salary | 2025 Cash Incentive Bonus Target as % of Base Salary | Change in Cash Incentive Bonus Target %(2) | 2025 Long-Term Incentive Award Target(3) | 2025 Total Target Direct Compensation | | Martine Rothblatt | $1,550,000 | 3.3% | 125% | —% | $14,000,000 | $17,487,500 | | James Edgemond | $975,000 | 11.4% | 75% | —% | $4,500,000 | $6,206,250 | | Michael Benkowitz | $1,500,000 | 25.0% | 100% | 15.0% | $7,200,000 | $10,200,000 | | Paul Mahon | $970,000 | 3.2% | 70% | —% | $3,500,000 | $5,149,000 |
Summary of 2025 Target Total Direct Compensation
| Base Salaryx | Target Incentive Level (% of Base Salary)x | Company-Wide Milestone Attainment | x | Financial Multiplier (up to 300%) | = | NEO Bonus Payout | | | | 50% | 50% | | | | | | | Financial Performance | Operational Performance | | | | | | | Cash Profits Revenue | Manufacturing R&D | | | |
Target Incentive Levels
Executive Compensation These stated incentive targets are comparable to those of executives holding similar roles and levels of responsibility at our peer group companies, taking into consideration functional accountabilities and span of control. 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.
Financial Performance—Cash Profit Margin
| Below Threshold 0% credit | At Threshold 50% credit | Target 100% credit | Stretch 125% credit* | Maximum 200% credit* | | | | | | |
Financial Performance—Revenues
| Below Threshold 0% credit | At Threshold 50% credit | Target 100% credit | Stretch 125% credit* | Maximum 200% credit* | | | | | | |
Financial Performance—Revenues
*Stretch and Maximum goals provide additional credit for above target performance and are applied as discussed under Financial Multiplier below. These financial targets (cash profits and revenues) are set considering the market opportunity for our existing products, potential entrance of competitors into the market during the performance period, analyst expectations, and our broader business plans. •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 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 2025. For comparative purposes, we have included the chart below to show how our budget discipline translated into top-quintile profitability in 2025. 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 2025 based on a uniform profitability metric: EBITDASO margin, or earnings before interest, taxes, depreciation, amortization, and share-based compensation expense, divided by revenues. In 2025, we had the highest EBITDASO margin in our peer group. The chart below shows EBITDASO margin for all companies within our compensation peer group, noting that five companies whose EBITDASO margin was a negative number are displayed below as 0%.
2025 Cash Incentive Awards
2025 Cash Incentive Awards The cash incentive awards earned by our NEOs and approved by our Compensation Committee for the 2025 performance year were as follows:
2025 Cash Incentive Awards
| NEO | 2025 Base Salary (A) | 2025 Cash Incentive Award Target as % of Base Salary (B) | 2025 Milestone Attainment (C) | 2025 Financial Multiplier (D) | Total Cash Incentive Bonus Earned (A × B x C x D) | | Martine Rothblatt | $1,550,000 | 125% | 100% | 221% | $4,281,875 | | James Edgemond | $975,000 | 75% | 100% | 221% | $1,616,063 | | Michael Benkowitz | $1,500,000 | 100% | 100% | 221% | $3,315,000 | | Paul Mahon | $970,000 | 70% | 100% | 221% | $1,500,590 |
2025 Cash Incentive Awards
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.
Key Features of 2025 Equity Awards (2025-2027 Performance Period)
Key Features of 2025 Equity Awards (2025-2027 Performance Period)
Key Features of 2025 Equity Awards (2025-2027 Performance Period)
| 100% Performance-Based •Performance Stock Options (“PSOs”) •Performance Stock Units (“PSUs”) | | Largest Compensation Element for our NEOs (80% of our CEO’s total target compensation, and 70.4% of average total target compensation for our other NEOs) | | Mix, Metrics & Purpose | | | | | PSOs – Profitability Performance | 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), and reward NEOs for achieving the performance goals that yield stock price appreciation | | | PSUs – Revenue Growth | Incentivize sustained, robust revenue growth, measured by the average year-over- year revenue growth | | | PSUs – R&D Performance | Incentivize R&D progress, measured by specific, objective clinical development achievements that are designed to lead to additional long-term revenue growth and revenue diversification | | Measurement Period | | | | Vesting | | |
Key Features of 2025 Equity Awards (2025-2027 Performance Period)
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Key Features of 2025 Equity Awards (2025-2027 Performance Period)
Executive Compensation
2025 Equity Awards (2025–2027 Performance Period)
2025 Equity Awards (2025–2027 Performance Period)
2025 Equity Awards (2025–2027 Performance Period)
| | | 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) granted at target | | Martine Rothblatt | $14,000,000 | $7,000,000 | 55,310 | $7,000,000 | 9,875 | 9,875 | | James Edgemond | $4,500,000 | $2,250,000 | 17,780 | $2,250,000 | 3,175 | 3,175 | | Michael Benkowitz | $7,200,000 | $3,600,000 | 28,440 | $3,600,000 | 5,080 | 5,080 | | Paul Mahon | $3,500,000 | $1,750,000 | 13,830 | $1,750,000 | 2,470 | 2,470 |
2025 Equity Awards (2025–2027 Performance Period)
The above represents 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 14, 2025 were 300% of target, representing the maximum performance vesting possible based on achievement of 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 2025. 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. As noted above, the 2025 performance-based equity awards will vest following the end of the three-year performance period (January 1, 2025-December 31, 2027), i.e., “cliff-vest”, subject to satisfaction of the pre-established performance conditions. 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. Due to competitive concerns, we have not disclosed the specific target goals for the 2025-2027 performance period, but when setting the target goals our Compensation Committee believed they were challenging and will require substantial performance to achieve. The goals will be disclosed with actual performance following the end of the respective performance period.
2023 Equity Award Performance Results (2023–2025 Performance Period)
2023 Equity Award Performance Results (2023–2025 Performance Period) In 2023, our Compensation Committee awarded three-year performance-based equity awards to our NEOs, each with a performance period ending on December 31, 2025. The three-year performance goals for the award were established to incentivize critical advancements in our research and development programs, compounding year-over-year revenue growth, and sustained top-quintile profitability, all of which are key drivers of shareholder return. These metrics reflect our long-term goals where achieving “stretch” or “max” performance would be challenging and require significant performance. Threshold performance levels were set for each metric, where no payout would be earned if performance fell below threshold, and the payouts were capped at 300% of target. The following summarizes the achievement levels under each performance condition and the resulting payout levels. The actual number of PSOs and PSUs that vested with respect to each NEO based on 2023-2025 performance results is provided in the subsequent table.
2023 Equity Award Performance Results (2023–2025 Performance Period)
| Weighting (%) | Performance Condition | Threshold (50%)(1) | Target (100%) | Stretch (200%) | Maximum (300%) | Payout (%) | | 50% | 3-Year Average Cash Profit Margin (PSOs) | | | | | 300% | | | | 45% | 50% | 55% | 60% | | | 25% | 3-Year Average Revenue Growth (PSUs) | | | | | 263% | | | | 5% | 10% | 15% | 20% | | | 25% | 3-Year R&D Achievements (PSUs) | Initiated UKidney™ clinical trial | | | | | | | | Either (i) two fully enrolled Material Registration Studies, or (ii) initiation of one new Material Registration Study(2) | Positive readout (primary endpoint met) of one Material Registration Study | Positive readout (primary endpoint met) of two Material Registration Studies | Either (i) positive readout (primary endpoint met) of three Material Registration Studies, or (ii) XenoHeart/ XenoKidney in clinic | 300% |
2023 Equity Award Performance Results (2023–2025 Performance Period)
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2023 Equity Award Performance Results (2023–2025 Performance Period)
Executive Compensation (1)Below threshold performance results in 0% payout. Except in the case of the R&D performance condition, linear interpolation will be applied for performance levels between threshold, target, stretch, and maximum. (2)A Material Registration Study is a clinical study of one of our products designed to support FDA approval of the product, or FDA approval of a material new indication for the product, without the need for additional studies (except pursuant to post-marketing requirements or post- marketing commitments), and where approval of such new product or new indication is expected to yield at least $500 million in additional net revenues.
2023 Equity Award Performance Results (2023–2025 Performance Period)
| Named Executive Officer | 2023 Performance Stock Options Vested | 2023 Performance Stock Units Vested | | Martine Rothblatt | 207,720 | 69,579 | | James Edgemond | 58,170 | 19,478 | | Michael Benkowitz | 99,720 | 33,382 | | Paul Mahon | 49,860 | 16,691 |
2023 Equity Award Performance Results (2023–2025 Performance Period)
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2023 Equity Award Performance Results (2023–2025 Performance Period)
Executive Compensation 2025 Compensation Program Design Roles of Management, Compensation Committee, and Compensation Consultant
2023 Equity Award Performance Results (2023–2025 Performance Period)
| Compensation Committee Composed entirely of independent directors, as defined by Rule 5605(a)(2) of the Nasdaq listing standards | •Reviews and oversees our compensation policies, plans, and programs and reviews and determines the compensation to be paid to our NEOs, with input and advice from its independent compensation consultant •Considers the input of our Chief Executive Officer in making compensation decisions related to our other NEOs •Meets as often as it determines necessary to carry out its duties and responsibilities through regularly scheduled meetings and, if necessary, special meetings •May also take certain actions by unanimous written consent | | | Met five times in 2025 | | Management | Our CEO presents our Compensation Committee with performance assessments and compensation recommendations for each NEO, other than herself. Our Compensation Committee reviews these recommendations with its independent compensation consultant to assess whether they are reasonable compared with the market for executive talent and meets in executive session to discuss the performance of our CEO and our other NEOs and to determine their compensation. In addition, our Compensation Committee reviews proposed NEO incentive compensation with our CEO, and our Compensation Committee reviews CEO compensation with our Board (other than our CEO). | | 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 2025 to provide advice to our Compensation Committee on all principal aspects of our 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 2025, 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 |
2023 Equity Award Performance Results (2023–2025 Performance Period)
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2023 Equity Award Performance Results (2023–2025 Performance Period)
Executive Compensation
2023 Equity Award Performance Results (2023–2025 Performance Period)
| •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 2025, Aon representatives attended each of our Compensation Committee’s meetings. | | Our Compensation Committee, in its discretion, may replace its independent compensation consultant or hire additional consultants at any time. |
Assessment of Compensation Consultant Independence
Assessment of Compensation Consultant Independence Aon performed additional services during 2025, namely consulting services for non-executive employee compensation matters and broad- based compensation survey data, and invoiced fees for these services totaling approximately $172,553. 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, for which we were invoiced approximately $818,038 in 2025. 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. The decision to engage Aon for these additional services was recommended by management, and 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 materials presented by management and Aon and the factors set forth in Exchange Act Rule 10C-1. During 2025, Aon invoiced us $474,329 in fees for determining or recommending the amount and form of compensation to our directors and executive officers. Additionally, Aon was engaged separately by our Nominating and Governance Committee for consulting services, for which Aon invoiced us $78,761. While our Compensation Committee considered its independent consultant’s recommendations in 2025, 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. Our 2025 peer group was selected in July 2024, and was used to develop market data as an input into our compensation program for 2025.
Assessment of Compensation Consultant Independence
| 2025 Peer Group Selection: Objective Criteria •Top 25 companies other than United Therapeutics, ranked by revenue, in the Nasdaq Biotechnology Index •Consistent with the peer group selection methodology used for 2024 •Includes only companies that are U.S.-based or based in jurisdictions with similar compensation disclosure requirements as U.S. companies •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 results in a list of biopharmaceutical and biotechnology peers that are similar to us in terms of financial performance, shareholder value creation, and drug development and commercialization, and which generally reflects the universe of companies from which we recruit, and against which we retain, executive talent •Includes industry-leading peers 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. |
Assessment of Compensation Consultant Independence
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. For our 2025 peer group, we removed Maravai LifeSciences, Syneos Health, Seattle Genetics, and Horizon Therapeutics, and added ACADIA Pharmaceuticals, Ionis Pharmaceuticals, Pacira BioSciences, and Amphastar Pharmaceuticals. The 2025 peer group was selected in 2024 and used for setting 2025 compensation policies.
Assessment of Compensation Consultant Independence
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Assessment of Compensation Consultant Independence
Executive Compensation
Assessment of Compensation Consultant Independence
| 2025 PEER GROUP | | | | | ACADIA Pharmaceuticals | BioMarin Pharmaceuticals | Jazz Pharmaceuticals | Regeneron Pharmaceuticals | | Alkermes | Exelixis | Moderna | Sarepta Therapeutics | | Alnylam Pharmaceuticals | Gilead Sciences | Myriad Genetics | Vertex Pharmaceuticals | | Amgen | Halozyme Therapeutics | Neurocrine Biosciences | Viatris | | Amphastar Pharmaceuticals | Illumina | Novavax | | | Beigene | Incyte | Pacira BioSciences | | | Biogen | Ionis Pharmaceuticals | PTC Therapeutics | |
Assessment of Compensation Consultant Independence
The following chart shows how United Therapeutics ranks within its 2025 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, 2024.
Assessment of Compensation Consultant Independence
| | United Therapeutics ($ in millions) | Percentile | Rank | | Revenue | $2,498.3 | | 12th of 26 | | Operating Income | $1,256.8 | | 6th of 26 | | Adjusted Operating Income(1) | $1,257.9 | | 7th of 26 | | Net Income | $1,050.5 | | 5th of 26 | | Return on Invested Capital | 17.7% | | 4th of 26 | | Return on Equity | 20.1% | | 6th of 26 | | Return on Assets(1) | 12.2% | | 4th of 26 | | Market Cap(2) | $11,942.7 | | 15th of 26 | | Market Cap Per Employee(2) | $10.2 | | 3rd of 26 | | Revenue Per Employee | $2.1 | | 2nd of 26 |
Assessment of Compensation Consultant Independence
(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 $3.6 million of property, plant, and equipment (PP&E) impairments and (ii) deduct $2.5 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 (90-day average) and market capitalization per employee as of June 28, 2024. Our Compensation Committee’s use of objective criteria results in a number of peers that are larger than United Therapeutics based on revenue as well as a number of peers that are 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.
Assessment of Compensation Consultant Independence
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Assessment of Compensation Consultant Independence
Executive Compensation 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
✗ WHAT WE DON’T DO
✗ WHAT WE DON’T DO •No backdating of stock options •No repricing of stock options without shareholder approval •Equity awards generally do not commence vesting prior to the one-year anniversary of the date of grant •No single-trigger vesting acceleration following a change in control, as long as awards are assumed •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. During 2025, our Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity-based awards, including stock options, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
✗ WHAT WE DON’T DO
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✗ WHAT WE DON’T DO
Executive Compensation Benefits and Perquisites The benefits offered to our NEOs are substantially the same as those offered to all employees, with the exception of the supplemental executive retirement plan (SERP) discussed in the section entitled Supplemental Executive Retirement Plan below. We provide a tax- qualified retirement plan (a 401(k) plan) and medical and other benefits to executives that are generally available to other full-time employees. Under our 401(k) plan, all employees are permitted to contribute up to the maximum amount allowable under applicable law (i.e., $23,500 in 2025 or $31,000 for eligible participants who are age 50 or older, or up to $34,750 for eligible participants age 60-63). We make matching contributions equal to 40% of eligible employee contributions with such matching contributions vesting 33 1/3% per year based on years of service, not the amount of time an employee has participated in the 401(k) plan. Therefore, once an employee completes three years of service, their account is fully vested, and any future matching funds will vest immediately. The 401(k) plan and other generally available benefits programs allow us to remain competitive for executive talent. We also provide limited perquisites to our NEOs, including participation in either our vehicle lease program, which covers the monthly lease payment and cost of insurance and maintenance on vehicles, provision of a company-owned vehicle for personal use, or a monthly car allowance of $1,300. In addition, we cover the costs for our NEOs to take part in annual physical exams, to the extent the costs are not covered by our health insurance. Our Compensation Committee believes that the availability of these benefit programs generally enhances executive recruitment, retention, productivity, and loyalty to us. In 2025, at the request of our Board, we engaged an independent third-party consultant to conduct a comprehensive independent security assessment for United Therapeutics, which also included an assessment of the risks applicable to certain members of our executive leadership team (including our NEOs). After performing this assessment, the independent third-party consultant recommended that our NEOs receive certain security protection services in light of the elevated risks associated with their high-profile positions and the nature of our business, including (i) secure ground transportation for our Chief Executive Officer and our President and Chief Operating Officer for all business and personal travel if such travel is predictable, high-profile, or potentially discoverable through public sources; (ii) private air transportation for our Chief Executive Officer and our President and Chief Operating Officer for all business and personal travel; and (iii) enhanced home security services and monitoring. We do not cover, reimburse, or otherwise “gross-up” any employment or income taxes that may be owed by the applicable NEOs for such security services, including personal travel on our corporate aircraft. We believe it is in the best interests of United Therapeutics and our shareholders to protect our leaders against possible security threats given the high visibility of their roles and the nature of our business. As such, we implemented the recommended security protection services in 2025, and we believe that the costs of such security services are appropriate and necessary for our company. This policy was approved by our Board and is overseen by our Compensation Committee. Although we believe such services are provided for our business needs and for the benefit of our company, in accordance with SEC rules, we have reported the incremental costs incurred by us to provide such security services for our NEOs in 2025, to the extent considered a personal benefit and required to be reported under SEC rules, in the Summary Compensation Table below. For additional details on certain benefits and perquisites received by our NEOs, see the Summary Compensation Table below. Supplemental Executive Retirement Plan We maintain our SERP for select executives to enhance the long-term retention of individuals who have been and will continue to be vital to our success. Currently, only our NEOs participate in the SERP. The SERP provides participants with a lifetime annual payment after retirement (or at their election, a lump-sum payment) of up to 100% of final average three-year gross salary less estimated social security benefit, provided that they are employed by us or one of our affiliates until age 60. Participants in the SERP are prohibited from competing with us or soliciting our employees for a period of twelve months following their termination of employment or, if earlier, upon attainment of age 65. Violation of this covenant will result in forfeiture of all benefits under the SERP. Additional details regarding the SERP, including provisions in connection with a participant’s death or disability or change in control, are provided under the Pension Benefits in 2025 table and Supplemental Executive Retirement Plan below. Post-Employment Obligations to Named Executive Officers Each of our NEOs is eligible for certain severance payments in the event their employment terminates under specified circumstances, including in connection with a change in control, as provided in their employment agreements as well as the terms of the SERP and the 2015 Plan. These payments vary based on the type of termination but may include cash severance, stock option and performance-based RSU (PSU) vesting acceleration, SERP vesting acceleration, and/or continuation of health and other benefits. Our Compensation Committee approved these arrangements in order to promote the loyalty and productivity of our NEOs and to align executive and shareholder interests by enabling executives to consider corporate transactions that are in the best interests of our shareholders and our other constituents without undue concern about whether the transaction may jeopardize their employment. Our Compensation Committee wants our NEOs to be free to think creatively and promote the best interests of our company without worrying about the impact of those decisions on their employment. Details regarding severance and change in control arrangements for our NEOs are contained in the text following the Potential Payments Upon Termination or Change in Control table below.
✗ WHAT WE DON’T DO
| 2026 Proxy Statement | 49 |
✗ WHAT WE DON’T DO
Executive Compensation Stock Ownership Guidelines In 2011, our Board adopted Stock Ownership Guidelines in order to further align the financial interests of our directors and NEOs with those of our shareholders, to foster a long-term management orientation, and to promote sound corporate governance. Our Stock Ownership Guidelines set targets for each NEO according to the lesser of a multiple of base salary or fixed number of shares of common stock as follows:
✗ WHAT WE DON’T DO
| Chairperson and Chief Executive Officer | | | President and Chief Operating Officer | | | | 6x Base Salary | OR | 100,000 Shares | 3x Base Salary | OR | 30,000 Shares | | Chief Financial Officer and Treasurer | | | Executive Vice President and General Counsel | | | | 3x Base Salary | OR | 20,000 Shares | 3x Base Salary | OR | 30,000 Shares |
✗ WHAT WE DON’T DO
The policy provides procedures for granting exemptions in case of hardship. Our Nominating and Governance Committee oversees this policy and receives an annual compliance report. As of its most recent review in March 2026, all of our NEOs were in compliance with these guidelines. Clawback Policy In July 2023, we adopted a clawback policy intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event we are required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, our company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. Policy Regarding Tax Deductibility of Executive Compensation Under Section 162(m) of the Internal Revenue Code (the Code), a limitation exists on the deductibility of compensation paid to certain “covered employees”, including all of our NEOs, in excess of $1 million per year and thus, we are unable to deduct compensation payable to NEOs in excess of such limit. While our Compensation Committee considers the impact of this tax treatment, the primary factor influencing program design is the support of our business objectives. Accordingly, our Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax-deductible in order to achieve a strategic result that our Compensation Committee determines to be more appropriate. Compensation Committee Report The Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis contained within this Proxy Statement with management and, based on such review and discussions, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into United Therapeutics’ Annual Report on Form 10-K for the year ended December 31, 2025. Submitted by the Compensation Committee: CHRISTOPHER PATUSKY (Chair)
Stock Options and RSUs under the 2015 Plan
| 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 paid 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 health care benefits for 24 months •Outplacement benefits for six months | | Payments Upon Change in Control without Termination | •Acceleration of SERP benefits •Immediate vesting of unvested stock options and PSUs* (only if not assumed) |
Stock Options and RSUs under the 2015 Plan
| 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) | | | | 2025 | $18,038,972 | $149,876,842 | $9,421,778 | $55,146,145 | $321.00 | $200.89 | $1,334.7 | $3,182.7 | | 2024 | $23,009,609 | $120,263,142 | $10,007,082 | $43,710,298 | $232.45 | $156.19 | $1,195.1 | $2,877.4 | | 2023 | $16,958,057 | $(10,805,540) | $7,004,879 | $(2,186,013) | $144.86 | $143.88 | $984.8 | $2,327.5 | | 2022 | $5,322,204 | $41,188,180 | $2,381,140 | $15,387,032 | $183.21 | $138.51 | $727.3 | $1,936.3 | | 2021 | $3,511,071 | $50,428,496 | $1,962,289 | $18,294,614 | $142.35 | $124.39 | $475.8 | $1,685.5 |
Stock Options and RSUs under the 2015 Plan
| Compensation Actually Paid to PEO | 2025 | | Summary Compensation Table Total | $18,038,972 | | Less value of Stock Options and RSUs reported in Summary Compensation Table | $12,143,794 | | Less Change in Pension Value reported in Summary Compensation Table | $55,898 | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | $69,886,364 | | 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 | $74,151,198 | | 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 | — | | 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 | $149,876,842 |
Stock Options and RSUs under the 2015 Plan
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | $9,421,778 | | Less average value of Stock Options and RSUs reported in Summary Compensation Table | $4,395,597 | | Less average Change in Pension Value reported in Summary Compensation Table | $1,726,039 | | Plus average year-end fair value of outstanding and unvested equity awards granted in the year | $25,295,476 | | 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 | $25,890,185 | | 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 | — | | 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 | $660,342 | | Average Compensation Actually Paid to Non-PEO NEOs | $55,146,145 |
Compensation Actually Paid, Cumulative TSR, and Peer Group TSR
Compensation Actually Paid, Cumulative TSR, and Peer Group TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Company-Selected Measure (Revenue)
Compensation Actually Paid and Company-Selected Measure (Revenue)
Compensation Actually Paid and Company-Selected Measure (Revenue)
| 2026 Proxy Statement | 63 |
Compensation Actually Paid and Company-Selected Measure (Revenue)
Executive Compensation 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 •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 2025 compensation of our principal executive officer to that of our median compensated employee. During 2025, our principal executive officer was our Chief Executive Officer, Dr. Martine Rothblatt. For purposes of this pay ratio disclosure, Dr. Rothblatt’s 2025 annual total compensation was $18,059,013, and the 2025 total annual compensation for our median employee, identified as discussed below, was $237,406, resulting in a pay ratio of approximately 76:1. 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, 2025 and determined the median employee by (1) aggregating for each applicable employee (a) annual base salary determined as of October 1, 2025 for salaried employees (or hourly rate as of the same date, multiplied by estimated hours worked in 2025, for hourly employees); and (b) the target cash incentive, commissions, and overtime earned in 2025; 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, 2025, totaling 18 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 1,405, on a whole country basis. As of October 1, 2025, these employees were located in the following countries: Canada (12), United Kingdom (4), Ireland (1), and the Netherlands (1). Applying this de minimis exemption, as of October 1, 2025, we considered a total of 1,387 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 1,387 U.S.-based employees (excluding our CEO) and 18 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, allow 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.
Compensation Actually Paid and Company-Selected Measure (Revenue)
| 64 | United Therapeutics, a public benefit corporation |
Compensation Actually Paid and Company-Selected Measure (Revenue)
Executive Compensation
Compensation Actually Paid and Company-Selected Measure (Revenue)
| 3 | Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan |
Compensation Actually Paid and Company-Selected Measure (Revenue)
We are asking our shareholders to approve the United Therapeutics Corporation 2026 Stock Incentive Plan (the Plan). On April 22, 2026, our Board of Directors unanimously adopted and approved the Plan. If shareholder approval of the Plan is obtained at the 2026 Annual Meeting of Shareholders, we will not grant any additional awards under the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the Prior Plan), and the number of shares remaining available under the Prior Plan as of the effective date of the Plan will become available for grant under the Plan. Awards previously granted under the Prior Plan would be unaffected by the adoption of the Plan, and they would remain outstanding under the terms pursuant to which they were previously granted. 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, and drive execution of our growth strategy for Tyvaso, ralinepag, and our organ development programs. Our Board believes adoption of the Plan, including the requested share reserve, should be evaluated in light of our specific execution priorities, rather than by reference solely to generalized market screens. Pursuant to the Plan, the aggregate number of shares of our common stock that may be issued under the Plan would equal (A) the sum of (i) the shares that remain available for grant under the Prior Plan as of the effective date of the Plan (the Prior Plan’s Available Reserve) plus (ii) 1,500,000 new shares, plus (B) shares subject to outstanding stock awards under the Prior Plan as of the date the Plan becomes effective that, after such date, are canceled, expired, forfeited, or otherwise not issued under such an award granted under the Prior Plan and shares subject to awards granted under the Prior Plan that are settled in cash (the Returning Shares). As of March 17, 2026, 2,412,260 shares remained available for future grant under the Prior Plan and 5,966,733 shares were subject to outstanding awards under the Prior Plan.