DEF 14A of Lantheus Holdings, Inc.

Filed Mar 15, 2024 · FY20230001193125-24-068590

Open on EDGAR

Proposal 1: Election of directors
Proposal 1: Election of directors Our Board is currently comprised of nine directors, divided into three classes, designated as Class I, Class II and Class III. Each year, a different class of directors is elected at our annual meeting of shareholders. Each elected director holds office for a three-year term or until her or his successor is duly elected and qualified or until her or his earlier death, resignation, retirement, disqualification or removal. This year, our Class III directors—Mr. Brian Markison, Mr. Gary Pruden and Dr. James H. Thrall — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2027 Annual Meeting of Shareholders and a successor is duly elected and qualified or until her or his earlier death, resignation, disqualification or removal. The persons named as proxies will vote in accordance with the instructions indicated in such proxies. In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy. We do not expect that any of the nominees will be unavailable or will decline to serve. In determining that each director should be nominated for election, the Board considered her or his service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth below under the heading “Director Nominee Biographies” and the criteria and diversity policy described under the heading “Board Diversity and Tenure.”
Director Nomination Process; Process for Shareholders to Recommend Director Nominees
Director Nomination Process; Process for Shareholders to Recommend Director Nominees Each year, the Nominating and Corporate Governance Committee recommends, and the Board proposes, a slate of director nominees proposed for election at the annual meeting of shareholders. Shareholders may also nominate directors. The Nominating and Corporate Governance Committee values the input of shareholders in identifying director candidates and considers recommendations for Board candidates submitted by shareholders using substantially the same criteria it applies to recommendations from the Nominating and Corporate Governance Committee, directors and members of management. The shareholder making the recommendation must follow the procedures and provide the information set forth in our Bylaws. Shareholders may submit recommendations by providing the person’s name and appropriate background and biographical information by writing to the Nominating and Corporate Governance Committee at Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730, Attention: Corporate Secretary. Those recommendations will be forwarded to the chair of the Nominating and Corporate Governance Committee. Shareholder nominations may be made at any time. However, in order for a candidate to be included in the slate of director nominees for approval by shareholders in connection with a meeting of shareholders and for information about the candidate to be included in the Company’s proxy materials for such a meeting, the shareholder must submit the information required by our Bylaws and other information reasonably requested by the Company within the timeframe described in our Bylaws under the heading “Additional Information—Procedures for Submitting Shareholder Proposals.”
Communication with the Board of Directors
Communication with the Board of Directors Any shareholder or other interested party who would like to communicate with the Board or any of its committees, the independent directors as a group or any specific member or members of the Board should send those communications to Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730, Attention: Corporate Secretary. Communications should specifically indicate for which member or members of the Board or any of its committees the communication is intended, as applicable. Those communications will generally be forwarded to the intended recipients. However, our Corporate Secretary may, in his sole discretion, decline to forward any communications that are inappropriate.
Communication with the Board of Directors
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 22 |
Director Nominee Biographies
Director Nominee Biographies Set forth below are the biographies for the Class III director nominees and each person whose term of office as a director will continue after the Annual Meeting.
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
| Brian Markison | | | | | Director since 2012 Member 64 years old Chief Executive Officer | Specific Expertise: Mr. Markison was chosen as a Director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry. | | Brian Markison joined the Board in September 2012 and served as Chairperson from January 2013 until March 1, 2024, when he became our Chief Executive Officer. Mr. Markison is a seasoned executive with more than 40 years of operational, marketing, commercial development and sales experience with international pharmaceutical companies. He is currently a Director of RVL Pharmaceuticals plc (formerly known as Osmotica Pharmaceuticals plc), after serving as Executive Chairperson of one of its predecessor companies, Vertical/Trigen Holdings, LLC. Previously, he held the position of President and Chief Executive Officer and member of the Board of Directors of Fougera Pharmaceuticals Inc., a specialty pharmaceutical company in dermatology, prior to its sale to Sandoz, the generics division of Novartis AG. Before leading Fougera, Mr. Markison was Chairman and Chief Executive Officer of King Pharmaceuticals, which he joined as Chief Operating Officer in March 2004, and was promoted to President and Chief Executive Officer later that year and elected Chairman in 2007. Prior to joining King, Mr. Markison held various senior leadership positions at Bristol-Meyers Squibb, including President of Oncology, Virology and Oncology Therapeutics Network; President of Neuroscience, Infectious Disease and Dermatology; and Senior Vice President, Operational Excellence and Productivity. Mr. Markison formerly served on the Board of Directors of Cosette Pharmaceuticals, Immunomedics, and Alere, Inc. He is also a Director of the College of New Jersey. Mr. Markison holds a Bachelor of Science degree from Iona College. | | |
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 23 |
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
| Gary Pruden | | | | | Director since 2018 Independent 62 years old Committees: Talent and Compensation Committee (Chair) Audit Committee Finance and Strategy Committee | Specific Expertise: Mr. Pruden was selected as a Director because of his strong financial, operational management, international and regulatory background and his extensive experience in the global pharmaceutical industry. |
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
Gary J. Pruden is a Director, Chairperson of the Talent and Compensation Committee and a member of the Audit and Finance and Strategy Committees, serving on the Board since February 2018. Mr. Pruden has over 30 years of experience in the global healthcare industry. Most recently, Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of J&J from 1985 until 2017. In April 2016, Mr. Pruden was appointed as a member of the Executive Committee of Johnson & Johnson (“J&J”), where his official title was Executive Vice President, Worldwide Chairperson, Medical Devices. Prior to that, he held roles of increasing responsibility within J&J, serving as Worldwide Chairperson in the Medical Devices division from 2015 to 2016, as Worldwide Chairperson of Global Surgery Group from 2012 to 2015, as Company Group Chairperson of Ethicon, Inc. from 2009 to 2012, as Worldwide President of Ethicon, Inc., a J&J subsidiary, from 2006 to 2009, and as President of the J&J subsidiary, Janssen-Ortho Inc. in Canada, from 2004 to 2006. Mr. Pruden has also served in several capacities, including Chairperson of Technology & Regulatory Committee and Executive Committee Member, with the Advanced Medical Technology Association, a medical device trade association. Mr. Pruden currently serves on the Board of Directors and as a member of the Audit Committee, Talent and Compensation Committee, and Nominating and Corporate Governance Committee of Motus GI Holdings, Inc., on the Board of Directors for Ossio Inc., on the Board of Directors of Avisi Technologies Inc. and on the Board of Directors and as Chairman of the Quality and Regulatory Committee and a member of the Nominating and Governance Committee for Olympus Corporation. Mr. Pruden received his Bachelor of Science in Finance at Rider University, where he later served on the Board of Trustees from 2011 until 2015.
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 24 |
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
| Dr. James H. Thrall | | | | | Director since 2018 Independent 80 years old Committees: Science and Technology Committee (Chair) Nominating and Corporate Governance Committee Talent and Compensation Committee | Specific Expertise: Dr. Thrall was chosen as a Director because of his extensive experience in nuclear medicine and radiology, including in connection with imaging modalities and the development and use of innovative new technologies, including artificial intelligence. |
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
Dr. James H. Thrall is a Director, the Chairperson of the Science and Technology Committee and a member of the Nominating and Corporate Governance and Talent and Compensation Committees, serving on the Board since February 2018. Dr. Thrall currently holds the Distinguished Juan M. Taveras Professorship of Radiology at Harvard Medical School, having also served as Chairperson of the Department of Radiology at the Massachusetts General Hospital from 1988 until 2013. Previously, Dr. Thrall served as Chairperson of Radiology at the Henry Ford Hospital between 1983 and 1988, where he also served as a Physician Trustee and held the position of Vice Chairperson of the Board of Governors of the Henry Ford Medical Staff. Dr. Thrall is a member of the National Academy of Medicine and has served in leadership and board of directors positions at many U.S. and international medical and professional societies. Dr. Thrall received his M.D. from the University of Michigan in 1968 and trained in Radiology and Nuclear Medicine at the Walter Reed Army Medical Center, Washington, D.C. Dr. Thrall returned to the University of Michigan in 1975 and was promoted to Professor in 1981.
Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 25 |
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
| Mary Anne Heino | | | | | Director since 2015 Chairperson 64 years old Committees: Finance and Strategy Committee (Chair) Science and Technology Committee | Specific Expertise: Ms. Heino was chosen as a Director because of her former roles as our President and Chief Executive Officer, which gives her an extensive understanding of our business and operations, and because of her broad experience in the pharmaceutical industry. |
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
Mary Anne Heino has served as a Director since August 2015, and became the Chairperson of our Board, the Chairperson of the Finance and Strategy Committee and a member of the Science and Technology Committee on March 1, 2024. She previously served as our Chief Executive Officer, a position she held from August 2015 until March 1, 2024, as our President, a position she held from August 2015 until March 2023, as our Chief Operating Officer, a position she held from March 2015 until August 2015, and as our Chief Commercial Officer, a position she held from April 2013 (when she joined the Company) until March 2015. Ms. Heino brings more than 30 years of diverse pharmaceutical industry experience to the Board. Prior to joining Lantheus, Ms. Heino held executive level roles at Angelini Labopharm LLC and Labopharm USA from February 2007 to March 2012. From May 2000 until February 2007, Ms. Heino served in numerous capacities at Centocor, Inc., a J&J company. Ms. Heino began her professional career with Janssen Pharmaceutica, another J&J company, in June 1989 and held increasing roles in Sales and Marketing through 1999. Ms. Heino received her Master’s in Business Administration from the Stern School of Business at New York University. She earned a Bachelor of Science in Nursing from the City University of New York and a Bachelor’s of Science in Biology from the State University of New York at Stony Brook. Ms. Heino currently serves on the Executive Committee of the Massachusetts Business Roundtable and the Board of MassMEDIC.
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 26 |
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
| Dr. Gérard Ber | | | | | Director since 2020 Independent 66 years old Committees: Talent and Compensation Committee Science and Technology Committee | Specific Expertise: Dr. Ber was chosen as a Director because of his commercial and operational management background and extensive experience with radiopharmaceutical products. |
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
Dr. Gérard Ber is a Director and a member of the Talent and Compensation and Science and Technology Committees, serving on the Board since June 2020. Dr. Ber is also a member of the Board of Y-mAbs Therapeutics, Inc and Evergreen Theragnostics. He served on the Board of Directors of Progenics from November 2019 until its acquisition by the Company. Dr. Ber was also the Co-Founder and former Chief Operating Officer of Advanced Accelerator Applications S.A. from 2002 until its acquisition by Novartis AG in January 2018. He brings over 30 years of experience in molecular nuclear medicine, specifically including product development, production and commercialization of diagnostics and therapeutic products for several indications in various diseases. Dr. Ber received his Doctorate from the Université of Pharmacy of Grenoble France.
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 27 |
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
| Samuel Leno | | | | | Director since 2012 Independent 78 years old Committees: Audit Committee (Chair) Nominating and Corporate Governance Committee Finance and Strategy Committee | Specific Expertise: Mr. Leno was chosen as a Director because of his financial expertise and industry background. | | Samuel Leno is a Director and the Chairperson of the Audit Committee and a member of the Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board since May 2012. Mr. Leno is a strategic executive with more than 40 years of experience with complex multinational companies. He most recently held the positions of Executive Vice President and Chief Operations Officer at Boston Scientific. He previously served as Executive Vice President, Finance and Information Systems and Chief Financial Officer. He retired from Boston Scientific in December 2011. Prior to joining Boston Scientific, Mr. Leno served as Executive Vice President, Finance and Corporate Services and Chief Financial Officer at Zimmer Holdings, Inc. and Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc. and Coram Healthcare. Previously, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. He currently serves on the Board of Directors of GCM Manufacturing and Chairs its Audit Committee. He was the Chairperson of the Board of Directors and of the Audit Committee of Zest Anchors, Inc. He previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and served on the Board of Directors of Endotronix, Inc. Mr. Leno served as a Lieutenant in the United States Navy and is a Vietnam veteran. He holds a Bachelor of Science in Accounting from Northern Illinois University and a Master of Business Administration from Roosevelt University. | | |
Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 28 |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Minnie Baylor-Henry | | | | | Director since 2022 Independent 76 years old Committees: Nominating and Corporate Governance Committee Talent and Compensation Committee Science and Technology Committee | Specific Expertise: Ms. Baylor-Henry was chosen as a Director because of her regulatory and legal background and extensive experience in the pharmaceutical industry. | | Minnie Baylor-Henry is a Director and a member of the Nominating and Corporate Governance, Talent and Compensation and the Science and Technology Committees, serving on the Board of Directors since March 2022. Since 2015, Ms. Baylor-Henry has served as the President of B-Henry & Associates, a consulting firm focused on providing regulatory and compliance strategy services to life sciences companies. Prior to assuming her current role, she was the Worldwide Vice President for Regulatory Affairs for Johnson & Johnson’s Medical Devices & Diagnostics business where she was directly responsible for coordinating the regulatory strategy for the approval of a wide portfolio of products globally. Prior to that Ms. Baylor-Henry was a National Director for Regulatory & Capital Markets Consulting at Deloitte & Touche. From 1991-1999, she worked at the U.S. Food and Drug Administration (the “FDA”) where she served in many roles, most notably, FDA’s National Health Fraud Coordinator and, within the Center for Drugs, as the Director of the Division of Drug Marketing, Advertising, and Communications. In addition, Ms. Baylor-Henry is a former President & Board Chair of the Drug Information Association and of the Food and Drug Law Institute. Ms. Baylor-Henry is currently an independent director of Apyx Medical, Paratek Pharmaceuticals and scPharmaceuticals. Ms. Baylor-Henry is also a member of the Board of Directors of several not-for-profit companies, including Mass Eye & Ear Hospital, Howard University and Dress for Success Boston. Ms. Baylor-Henry received her Pharmacy degree from Howard University’s College of Pharmacy and her law degree from Catholic University’s Columbus School of Law. | | |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 29 |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Heinz Mäusli | | | | | Director since 2020 Independent 61 years old Committees: Audit Committee Nominating and Corporate Governance Committee Finance and Strategy Committee | Specific Expertise: Mr. Mäusli was chosen as a Director because of his financial and legal background and extensive experience with radiopharmaceutical products. | | Heinz Mäusli is a Director and a member of the Audit, Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board of Directors since June 2020. He is also a member of the Board of Directors of Inventiva SA. He served on the Board of Directors and as the Chairperson of the Audit Committee of Progenics Pharmaceuticals, Inc. (“Progenics”) from November 2019 until its acquisition by the Company. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., where he worked from 2003 to 2018 when the company was acquired by Novartis. Mr. Mäusli previously worked as a management consultant for a number of strategy projects in both Europe and the United States for Accenture and Gemini Consulting, as well as independently. He brings more than 15 years of experience in the molecular nuclear medicine industry, as well as significant management and executive experience. Mr. Mäusli received a Master’s of Business Administration from Columbia University and a Lic. oec. from University of St.Gallen, Switzerland. | | |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Proposal 1: Election of Directors | 30 |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Julie McHugh | | | | | Director since 2017 Independent 59 years old Committees: Nominating and Corporate Governance Committee (Chair) Talent and Compensation Committee | Specific Expertise: Ms. McHugh was chosen as a Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry. | | Julie McHugh is a Director and the Chairperson of the Nominating and Corporate Governance Committee and a member of the Talent and Compensation Committee, serving on the Board since January 2017. Ms. McHugh brings over 35 years of experience in the pharmaceutical, biotech and medical devices industries. She served as Chief Operating Officer of Endo Health Solutions, Inc., where she was responsible for the specialty pharmaceutical and generic drug businesses. Prior to that, Ms. McHugh was CEO of Nora Therapeutics, Inc., a venture capital backed biotech startup company focused on developing novel therapies for the treatment of infertility disorders. Previously, she served as Company Group Chairperson for the Worldwide Virology business unit of Johnson & Johnson, and prior to that, she was President of Centocor, Inc., a Johnson & Johnson subsidiary. In this role, Ms. McHugh oversaw the development and launches of several products, including Remicade® (infliximab), Prezista® (darunavir) and Intelence® (etravirine). Prior to joining Centocor, Ms. McHugh led the marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc. Ms. McHugh currently serves as Chairperson of the Board of Directors and as a member of the Nominating and Governance Committee and Audit Committee of Ironwood Pharmaceuticals, Inc. and on the Board of Directors of New Xellia Group A/S. Ms. McHugh also serves as a member of the Senior Advisory Board for HealthCare Royalty Partners. She previously served on the Board of Directors of the Biotechnology Industry Organization, the New England Healthcare Institute, the Pennsylvania Biotechnology Association, Evelo Biosciences Inc., Aerie Pharmaceuticals Inc., Trevena Pharmaceuticals, EPIRUS Pharmaceuticals, Inc. and ViroPharma Inc. Ms. McHugh received a Master of Business Administration from St. Joseph’s University and a Bachelor of Science from Pennsylvania State University. | | |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Lantheus 2024 Proxy Statement | Director Compensation | 31 |
Director compensation
Director compensation As part of its commitment to strong governance, an independent compensation consultant is engaged to review, analyze and make recommendations regarding the Company’s non-employee director compensation program. The review covers the levels of cash and equity compensation that are provided to non-employee directors, as well as the overall design and structure of the program, against the same peer group of public companies used for executive compensation benchmarking purposes. The independent compensation consultant makes recommendations to the Nominating and Corporate Governance Committee, which (in consultation with the Talent and Compensation Committee) recommends to the full Board for approval, any changes to the non-employee director compensation program. After reviewing the results of a compensation study prepared by Pearl Meyer, the Talent and Compensation Committee’s independent compensation consultant for 2023, the Nominating and Corporate Governance Committee (in consultation with the Talent and Compensation Committee) recommended, and the Board approved, increases in the annual fees and annual equity grants for the Board and certain committees for the April 2022 to April 2024 director term, including an increase to the annual fee for the Chairs of the Finance and Strategy and Science and Technology Committees to match the fee for the Chair of the Nominating and Corporate Governance Committee, as reflected in the table below. Consistent with this benchmarking exercise, the Board adopted the following plan for annual compensation applicable to each of our non-employee directors. The annual compensation is a combination of cash (paid quarterly in advance and prorated for partial periods of service) for services as a director and, as applicable, a Board committee member, together with equity. The timing of our annual grant of equity to our non-employee directors to align with the timing of our Annual Meeting and the term of service of each non-employee director.
Elements of Director Compensation
Elements of Director Compensation Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer as noted below:
Elements of Director Compensation
| Board / Committee | Chair/Lead Independent Director(1) | Member | Grant Date Fair Value of Annual Equity Grant(2) | | Board of Directors | $117,500/$95,000 | $55,000 | $400,000 | | Audit Committee(3) | $25,000 | $12,500 | — | | Talent and Compensation Committee(4) | $20,000 | $10,000 | — | | Nominating and Corporate Governance Committee(5) | $15,000 | $7,500 | — | | Finance and Strategy Committee(5) | $15,000 | $7,500 | — | | Science and Technology Committee(5) | $15,000 | $7,500 | — |
Elements of Director Compensation
| (1) The Lead Independent Director receives annual compensation in an amount equal to $95,000 in connection with the increased responsibilities related to the role. |
Elements of Director Compensation
| (2) Increased from $280,000 in 2022. |
Elements of Director Compensation
| (3) Compensation for the members increased from $10,000 in 2022. |
Elements of Director Compensation
| (4) Compensation for the members increased from $7,500 in 2022. |
Elements of Director Compensation
| (5) Compensation for the members increased from $5,000 in 2022. |
Elements of Director Compensation
Non-employee directors are also entitled to reimbursement for out-of-pocket expenses incurred in connection with rendering those services for so long as they serve as directors. Directors who are employees of the Company (i.e., our CEO) do not receive separate or additional compensation for their services as directors or committee members.
Elements of Director Compensation
| Lantheus 2024 Proxy Statement | Director Compensation | 32 |
Elements of Director Compensation
The following table shows the actual compensation paid to the individuals who served as our non-employee directors In 2023:
Director Compensation
Director Compensation
Director Compensation
| Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Option Awards(3) | Total | | Brian Markison(4) | $139,194 | $199,953 | $199,965 | $539,112 | | Minnie Baylor-Henry (5) | $77,972 | $199,953 | $199,965 | $475,890 | | Gérard Ber(6) | $70,889 | $199,953 | $199,965 | $470,807 | | Samuel Leno(7) | $93,389 | $199,953 | $199,965 | $493,307 | | Heinz Mäusli(8) | $80,083 | $199,953 | $199,965 | $480,001 | | Julie McHugh(9) | $79,194 | $199,953 | $199,965 | $479,112 | | Gary Pruden(10) | $93,389 | $199,953 | $199,965 | $493,307 | | Dr. James Thrall(11) | $83,472 | $199,953 | $199,965 | $483,390 |
Director Compensation
| (1) Ms. Heino did not receive any additional compensation for her service as a director and is not listed in the table above. For information regarding Ms. Heino’s 2023 compensation, see the Summary Compensation Table below. |
Director Compensation
| (2) The amounts in the stock awards column reflect the aggregate grant date fair value, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), of RSUs (as defined below) granted in 2023, excluding the effect of estimated forfeitures. The aggregate grant date fair value of RSUs is measured based on the closing fair market value of a share of our common stock on the date of grant, multiplied by the number of Shares subject to the award granted. This grant date fair value does not necessarily correspond to the actual value that will ultimately be realized by each director, which will likely vary based on a number of factors, including our financial performance, stock price fluctuations and applicable vesting. The assumptions used in the valuation of stock-based awards are discussed in Note 15 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023. |
Director Compensation
| (3) The amounts in the option awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of options granted in 2023. The assumptions used in the valuation of option awards are discussed in Note 15 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023. |
Director Compensation
| (4) On May 11, 2023, Mr. Markison was granted 2,012 RSUs and stock options for 3,798 shares of common stock as his regular annual director grant. As of December 31, 2023, Mr. Markison held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
| (5) On May 11, 2023, Ms. Baylor-Henry was granted 2,012 RSUs and stock options for 3,798 shares of common stock as her regular annual director grant. As of December 31, 2023, Ms. Baylor-Henry held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
| (6) On May 11, 2023, Dr. Ber was granted 2,012 RSUs and stock options for 3,798 shares of common stock as his regular annual director grant. As of December 31, 2023, Dr. Ber held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
| (7) On May 11, 2023, Mr. Leno was granted 2,012 RSUs and stock options for 3,798 shares of common stock as his regular annual director grant. As of December 31, 2023, Mr. Leno held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
| (8) On May 11, 2023, Mr. Mäusli was granted 2,012 RSUs and stock options for 3,798 shares of common stock as his regular annual director grant. As of December 31, 2023, Mr. Mäusli held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
| (9) On May 11, 2023, Ms. McHugh was granted 2,012 RSUs and stock options for 3,798 shares of common stock as her regular annual director grant. As of December 31, 2023, Ms. McHugh held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
| (10) On May 11, 2023, Mr. Pruden was granted 2,012 RSUs and stock options for 3,798 shares of common stock as his regular annual director grant. As of December 31, 2023, Mr. Pruden held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
| (11) On May 11, 2023, Dr. Thrall was granted 2,012 RSUs and stock options for 3,798 shares of common stock as his regular annual director grant. As of December 31, 2023, Dr. Thrall held 2,012 unvested RSUs and 3,798 unvested stock options. |
Director Compensation
All non-employee directors are subject to the Company’s Stock Ownership and Retention Guidelines described below, which require each director to hold Shares valued at an amount equal to five times the annual cash retainer received for Board services (excluding committee and chair retainers). Until a non-employee director achieves her or his required ownership level, she or he is required to retain 50% of all after-tax Shares issued upon (i) the exercise of any vested Company stock option award (calculated on a net exercise basis) or (ii) the vesting of any other equity award (such as restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based vesting (“PSAs”) and performance-based restricted stock units (“PSUs”)) granted in or after 2019. Our non-employee directors are required to comply with the Stock Ownership and Retention Guidelines within five years of when the Stock Ownership and Retention Guidelines first apply to them. As of December 31, 2023, each of our directors had either already achieved the requirements under the Guidelines or was within the five-year period to comply. In addition, all directors are subject to the prohibitions on transacting in Company securities described under the heading “Short Term Trading, Hedging and Pledging Prohibition.”
Director Compensation
| Lantheus 2024 Proxy Statement | Beneficial Ownership | 33 |
Proposal 2: Advisory vote to approve executive compensation
| • | enable us to attract, motivate and retain the level of successful, qualified executive leadership talent necessary to achieve our long-term goals; |
2024 CEO Transition
2024 CEO Transition On March 1, 2024, Ms. Heino retired as Chief Executive Officer and was appointed the Chair of the Board. Effective on the same date, Brian Markison, our former Chair of the Board, was appointed our Chief Executive Officer. Mr. Markison also continues to serve as a member of the Board. Additional details about Mr. Markison’s compensation arrangement can be found under the heading “Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control.”
Business Summary and Performance Highlights
| • | We exceeded our Net Revenue and Bonus Earnings per Share (“Bonus EPS”) (each set forth under the heading “2023 Executive Bonus Plan–Corporate Performance Factor and Actual Achievement” below) targets for the year, and we achieved or exceeded each of our strategic objectives for the year. |
Key Compensation Decisions and Actions
Key Compensation Decisions and Actions Our executive compensation program has three primary elements: base salary, annual cash incentives in accordance with our Executive Team Incentive Bonus Plan (the “2023 Executive Bonus Plan”), and long-term equity incentives. Each of these elements serves a specific purpose in our compensation strategy. Base salary is an essential component of any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term equity incentives drive our NEOs to focus on long-term sustainable shareholder value creation. Based on our performance, and consistent with the design of our program, the Talent and Compensation Committee made the following executive compensation decisions for fiscal year 2023:
Key Compensation Decisions and Actions
| Compensation Area | Highlights | | Base Salary | • Approved merit-based adjustments to base salary in early 2023 in the normal course of our compensation cycle. The adjustments were implemented on March 25, 2023. • Certain executives received mid-year salary adjustments based on promotions, role changes, and/or review of additional relevant market data. | | 2023 Executive Bonus Plan | • At the beginning of fiscal year 2023, approved the design of the 2023 Executive Bonus Plan (as described in detail under the heading “2023 Executive Bonus Plan” below) that: • utilized financial metrics consisting of Net Revenue and Bonus EPS, as well as certain strategic objectives; and • established individual performance objectives for each NEO. • In December 2023, the Talent and Compensation Committee approved minor adjustments to the threshold, target, and maximum performance levels for Net Revenue and Bonus EPS to account for the impact of two transactions that occurred during 2023 that were not anticipated when the original performance levels were established. The adjustments resulted in a minor decrease in payout levels for all our NEOs compared to the payout levels that would have been attained with the original performance levels. • In early 2024, the Talent and Compensation Committee reviewed our performance against our corporate metrics and strategic objectives, and each NEO’s performance against their individual performance objectives. Following the Talent and Compensation Committee’s certification of results, our average payout to each NEO under the 2023 Executive Bonus Plan was 151% of target. | | Equity Compensation for Fiscal Year 2023 | • Granted annual equity awards to our NEOs in March 2023 consisting of 50% PSUs, 25% RSUs, and 25% stock options. • We increased the target equity awards for our NEOs in 2023 in consideration of our strong performance and significant growth in 2022, as well as our market positioning relative to our peer group. • Changed the relative Total Shareholder Return (“rTSR”) comparator group for purposes of measuring PSU performance to the S&P 400 Health Care Index to reflect the Company’s shift from the S&P 600 Health Care Index to the S&P 400 Health Care Index during fiscal year 2022. • For the PSU awards granted in 2021, we certified our three-year rTSR performance against the S&P 600 Health Care Index, which resulted in the vesting of 200% of the target number of Shares subject to those PSU awards. |
Compensation Philosophy
| • | enables us to attract, motivate, and retain the level of successful, qualified executive leadership talent necessary to achieve our long-term goals; |
Compensation Philosophy
| • | the retentive value of her or his outstanding equity grants; |
Compensation Philosophy
| • | recommendations from the Talent and Compensation Committee’s independent compensation consultant, as well as, for executive officers other than the CEO, recommendations from our CEO; |
Compensation Philosophy
| • | the requirements of any applicable employment agreements; |
Compensation Philosophy
| • | current market conditions and compensation practices, including relative to our peer group of companies used to benchmark compensation. |
Elements of Compensation
| | Pay Element | Payment Form | Description/Objectives | Timing | | Fixed | Base Salary | Cash | Fixed amount to attract and retain executive talent needed to achieve our Company objectives and strategy. | Initial base salaries are set at the time of hire and adjustments to base salaries are typically made in the first quarter of each year. The Talent and Compensation Committee may also adjust base salaries at any point during the year as it determines appropriate. | | Variable | Executive Bonus Plan | Cash | Performance-based compensation used to motivate and reward individuals to achieve pre-established Company goals and promote individual performance. | Measured and paid out on an annual basis. Goals are typically set in the first 90 days of the year, and payouts are made upon completion of the year, determination of results, and Talent and Compensation Committee approval of payouts. | | Variable | Long-Term Incentives | Equity | Variable incentive compensation consisting of a mix of time-based and performance-based equity awards. Promotes performance, supports retention, and creates shareholder alignment. | Generally granted at the time of hire or promotion, and annually following the close of the previous fiscal year. |
The Decision-Making Process
| • | administering our equity and cash incentive compensation plans, including authorizing and granting awards under these plans; |
The Decision-Making Process
| • | Role of our Independent Compensation Consultant. Pursuant to its charter, the Talent and Compensation Committee has the sole authority to retain compensation consultants to assist in evaluating executive compensation. For 2023, our Talent and Compensation Committee engaged Pearl Meyer as its independent compensation consultant. Pearl Meyer provides information and advice to our Talent and Compensation Committee on all aspects of the Talent and Compensation Committee’s key responsibilities and attends Talent and Compensation Committee meetings and calls at the request of the Committee. Our Talent and Compensation Committee considered the relationship that Pearl Meyer has with us, the members of our Board, and our executive officers, and, based on its evaluation, the Talent and Compensation Committee has affirmatively determined that Pearl Meyer is serving as an independent and conflict-free advisor to the Talent and Compensation Committee. |
Market Benchmarking
Market Benchmarking Our Talent and Compensation Committee utilizes a compensation peer group (which is reviewed and updated at least annually) and other current market data (which is updated regularly) in making compensation decisions. This information provides context for the Talent and Compensation Committee in setting target compensation levels going forward. The Talent and Compensation Committee reviews our compensation peer group as part of its annual governance process. In July 2023, the Talent and Compensation Committee conducted an in-depth assessment of our 2022 peer group to evaluate if those companies have kept pace with the change to our business and the evolving market for talent in which we compete. At the recommendation of Pearl Meyer, the Talent and Compensation Committee identified appropriate changes to our 2023 peer group based on the following criteria:
Market Benchmarking
| Screening Criteria | Description | | Industry | U.S.-based publicly traded companies in the commercial biotechnology, pharmaceutical, healthcare supplies, and life science tools and services sectors | | Size | 1/3x to 3x Lantheus’ trailing 12 months revenue and enterprise value | | Other | Prioritized companies with similar size and valuation characteristics and considered companies with (i) a focus in diagnostics, imaging, injectable products, and/or oncology indications, and (ii) Massachusetts headquarters. |
Market Benchmarking
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Market Benchmarking
For 2023, the Talent and Compensation Committee’s goal was to ensure more consistency in the peer group following the reconfiguration of our peer group in 2021 and 2022, that was necessitated by our significant growth during those periods. Based on the screening criteria and other factors previously mentioned, Pearl Meyer recommended, and the Talent and Compensation Committee approved, minor changes to our peer group for 2023, which resulted in the removal of Ironwood Pharmaceuticals, Inc., Maravai LifeSciences Holdings, Inc., Pacira BioSciences, Inc., and the addition of Bio-Rad Laboratories, Inc., Bio-Techne Corporation, and BioMarin Pharmaceutical Inc. Our updated peer group is listed below: The companies included in this 18-company peer group were determined to be reasonably sized relative to Lantheus based on the following statistics*:
Market Benchmarking
| Peer Group Statistics | Revenue | Market Capitalization | | 75th Percentile | $1,902M | $10,671M | | 50th Percentile | $1,123M | $7,398M | | 25th Percentile | $723M | $5,572M | | Lantheus Holdings, Inc. | $1,027M | $6,322M |
Market Benchmarking
| * For both Lantheus and peers, revenue is based on publicly available trailing four quarters data information, generally as of March 31, 2023, and market capitalization is as of June 23, 2023 (the date on which Pearl Meyer formulated its recommended peer group). |
Market Benchmarking
As discussed above, the Talent and Compensation Committee reviews data on total compensation and individual elements of compensation (i.e., base salary, and short-term and long-term incentives, each, at target) for similarly-situated positions, compensation program design, and other key compensation program attributes of companies in this peer group. In addition to the publicly available compensation information of our peer group of companies, the Talent and Compensation Committee also utilizes broader market survey data (based on our size and industry) provided by Pearl Meyer to evaluate the competitiveness of compensation levels from time to time and to provide the Talent and Compensation Committee with a composite market perspective and to help inform decision-making relating to the Company’s executive compensation programs. As discussed above, the Talent and Compensation Committee also considers the factors described under the heading “Compensation Philosophy” above in making compensation decisions for individual executive officers.
Market Benchmarking
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2023 Executive Bonus Plan
2023 Executive Bonus Plan General Design At the beginning of 2023, the Talent and Compensation Committee established the design parameters for the 2023 Executive Bonus Plan in which all of our executive officers, including our NEOs, participate. The 2023 Executive Bonus Plan is intended to motivate and reward our executives for achievements relative to our corporate and individual objectives and expectations for 2023. The 2023 Executive Bonus Plan consists of the following components: Payouts under the 2023 Executive Bonus Plan are calculated as follows:
2023 Executive Bonus Plan
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2023 Executive Bonus Plan
The “Corporate Performance Factor” is comprised of a financial component (weighted 70%) and a strategic component (weighted 30%). The financial component consists of two metrics (Net Revenue and Bonus EPS), and payouts are independently determined for each metric using linear interpolation based on actual performance against a predetermined threshold, target, and maximum performance; payout for a specific metric maybe $0 if performance falls below threshold performance. The strategic component consists of three objectives, and payouts are determined by the Talent and Compensation Committee based on actual achievement. Performance levels for financial metrics are aligned with our Board-approved budget, and strategic objectives are aligned with our Board-approved strategic plan. The Talent and Compensation Committee approves all objectives at the beginning of the fiscal year. The Corporate Performance Factor is further described under the heading “Corporate Performance Factor and Actual Achievement.” The “Individual Performance Factor” used in determining payouts for any individual executive under the 2023 Executive Bonus Plan is the percentage reflective of that individual’s performance and achievements during 2023, as determined by the Talent and Compensation Committee, as described under the heading “Individual Performance Assessment and Actual Achievement.” Each of the Corporate Performance Factor and Individual Performance Factor has an achievement range of 0% to 150%. No individual can receive a payout of more than 225% of her or his target bonus. An individual may earn a 0% payout if the Talent and Compensation Committee determines our Corporate Performance Factor to be 0% or determines an Individual Performance Factor to be 0%. Target Bonus Opportunities Each NEO has a target bonus opportunity that is expressed as a percentage of her or his annual base salary. The Talent and Compensation Committee set the following target bonus opportunities for each NEO for 2023:
2023 Executive Bonus Plan
| NEO | Base Salary at December 31, 2023 | Target Bonus (% Salary) | Target Bonus | | Mary Anne Heino | $886,000 | 100% | $886,000 | | Robert J. Marshall, Jr.(1) | $650,000 | 75% | $487,500 | | Paul M. Blanchfield | $650,000 | 60% | $390,000 | | Daniel M. Niedzwiecki | $540,000 | 50% | $270,000 | | Jean-Claude Provost, MD | $540,000 | 50% | $270,000 |
2023 Executive Bonus Plan
| (1) Mr. Marshall’s target bonus was increased to 75% of salary in August 2023 in recognition of his increased responsibilities and ongoing contributions to the Company. Prior to this adjustment, Mr. Marshall’s target bonus was 60% of salary. |
2023 Executive Bonus Plan
Corporate Performance Factor and Actual Achievement Financial Component The Talent and Compensation Committee selected Net Revenue and Bonus EPS, weighted 40% and 30% of the payout under the Corporate Performance Factor, respectively, as the financial component metrics for 2023. It is our Talent and Compensation Committee’s belief that:
2023 Executive Bonus Plan
| • | Our long-term success depends on our ability to drive sustainable Net Revenue growth; and |
2023 Executive Bonus Plan
| • | Bonus EPS (as defined for compensation program purposes) is a key indicator of our operational performance and profitability and is the basis on which shareholders calculate growth expectations. |
2023 Executive Bonus Plan
In February 2023, the Talent and Compensation Committee established the threshold, target, and maximum performance levels for Net Revenue and Bonus EPS based on our external financial guidance and internal Board-approved budget for fiscal year 2023. For both metrics, threshold performance was set at 90% of the target and above our actual performance in 2022, and maximum performance was set at 110% of the target. In December 2023, the Talent and Compensation Committee approved minor adjustments to the threshold, target, and maximum performance levels to reflect the impact of two transactions that occurred during 2023 that were not anticipated when the original performance levels were established. The adjustments resulted in a 0.7% increase in the Net Revenue performance levels and a 2.5% decrease in the Bonus EPS performance levels. The adjusted Bonus EPS threshold remained above our actual performance in 2022.
2023 Executive Bonus Plan
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2023 Executive Bonus Plan
The threshold, target and maximum performance levels in place at the end of 2023 for Net Revenue and Bonus EPS are set forth in the table below;(1)
2023 Executive Bonus Plan
| Performance Metric | Weighting | Threshold Performance (50% Payout) | Target Performance (100% Payout) | Maximum Performance (150% Payout) | | Net Revenue(2) | 40% | $1,083M | $1,203M | $1,324M | | Bonus EPS(3) | 30% | $4.19 | $4.66 | $5.12 |
2023 Executive Bonus Plan
| (1) As described above, Net Revenue and Bonus EPS thresholds were adjusted to exclude the effects of two transactions outside of the ordinary course that occurred during 2023 that were not anticipated when the original performance levels were established. |
2023 Executive Bonus Plan
| (2) “Net Revenue” for purposes of this performance metric means total revenue net of rebates and allowances. |
2023 Executive Bonus Plan
| (3) “Bonus EPS” is used for the Company’s compensation programs and means consolidated net income of the Company, excluding amortization of acquired intangible assets, asset impairment charges, restructuring charges, other charges associated with permitted acquisitions, charges and gains associated with product or business line discontinuance, changes in contingent purchase price, legal settlements and certain debt refinancing costs that constituted one-time, non-recurring charges which do not represent ongoing costs to the business. Investors should note that the definition of Bonus EPS is similar to Adjusted Fully Diluted EPS that we furnish in our earnings release, but Adjusted Fully Diluted EPS excludes share-based compensation expense whereas the Bonus EPS does not. |
2023 Executive Bonus Plan
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2023 Executive Bonus Plan
Strategic Component The 2023 Executive Bonus Plan contains a strategic component based on performance against our strategic objectives. The strategic component is weighted at 30% of the total payout under the Corporate Performance Factor. Based on the three strategic objectives approved by the Talent and Compensation Committee at the beginning of 2023, which are highlighted below, the Talent and Compensation Committee determined in early 2024 that we had either achieved or exceeded each of our strategic objectives, which resulted in the strategic component being earned at 120% of target.
2023 Executive Bonus Plan
| Weight | Strategic Objective | Achievement | Rating | | 10% | Position ‘PSMA PET with PYLARIFY’ as the standard of care in the U.S. prostate cancer community | • We maintained revenue growth and market leadership amidst new and increased competition. | Exceeded expectations | | | | • We increased brand awareness of “PSMA-PET with PYLARIFY”. | Achieved expectations | | | | • We continued to expand our Pharma Solutions business by entering into additional partnerships, including those incorporating the use of PYLARIFY. | Exceeded expectations | | | | • Our Digital Solutions team entered into additional customer contracts and delivered a new release for aPROMISE in September 2023 potentially providing additional support for therapeutic trials. | Achieved expectations | | 10% | Increase utilization of ultrasound enhancing agents while navigating near-term market dynamics | • We continued to educate on the appropriate use of ultrasound enhancing agents for suboptimal echocardiograms and grew the use of DEFINITY within target accounts. | Exceeded expectations | | | | • We provided appropriate training programs on the proper use of DEFINITY. | Achieved expectations | | 10% | Execute and integrate strategic transactions in line with portfolio objectives | • We established technical operations, clinical development and commercial cross-functional teams with POINT Biopharma Global Inc. and progressed our PNT2002 and PNT2003 programs. | Achieved expectations | | | | • We announced positive topline results for SPLASH, in which we met the primary endpoint. | Achieved expectations | | | | • The FDA accepted our ANDA for PNT2003 and we achieved what we believe to be first to file status for that ANDA. | Achieved expectations | | | | • We acquired and integrated Cerveau, including completing all technical transfer work, within our target timeframe and budget, and MK-6240 delivered approximately $22 million in revenue in fiscal year 2023. | Exceeded expectations | | Total: 30% | | Resulting Payout (% of Target) | 120% |
2023 Executive Bonus Plan
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2023 Executive Bonus Plan
Based upon our overall performance in 2023, in February 2024, our Talent and Compensation Committee approved a Corporate Performance Factor of 134% of target, as highlighted below:
2023 Executive Bonus Plan
| Performance Metric | Weighting | Target Performance | Actual Performance | Payout as % of Target | Weighted Payout % | | Net Revenue | 40% | $1,203M | $1,280M | 106% | 53% | | Bonus EPS | 30% | $4.66 | $5.67 | 122% | 45% | | Strategic Component | 30% | 100% | 120% | 120% | 36% | | Corporate Performance Factor: | | | | | 134% |
2023 Executive Bonus Plan
Without the adjustments to the Net Revenue and Bonus EPS performance levels, the Corporate Performance Factor would have been 135%, slightly higher than the Corporate Performance Factor approved by the Talent and Compensation Committee. Individual Performance Factor and Actual Achievement The 2023 Executive Bonus Plan also contained an Individual Performance Factor that aligns each NEO’s incentive compensation outcomes with her or his specific individual performance and achievements during 2023. The Talent and Compensation Committee reviewed the CEO’s assessment of each NEO’s performance and, in consultation with the independent Chairperson of the Board, assessed the CEO’s performance. Each NEO was given an Individual Performance Factor, multiplied by the effective Corporate Performance Factor score, to calculate their 2023 Executive Bonus Plan payout. The following is a summary of each NEO’s Individual Performance Factor score and the performance and achievements that the Talent and Compensation Committee specifically recognized in determining that Individual Performance Factor score:
2023 Executive Bonus Plan
| NEO | Individual Performance Factor | Talent and Compensation Committee Recognized Achievements | | Mary Anne Heino | 125% | • Steered the organization to meet shareholder returns with achievement against our financial targets. • Optimized product sales with increased revenue and enhanced manufacturing for our lead products, PYLARIFY and DEFINITY. • Focused on culture and the employee experience resulting in significant increase to employee engagement while significantly reducing employee turnover. • Modernized the technology stack to enable sustainable business growth for the future. | | Robert J. Marshall, Jr. | 110% | • Oversaw another strong year of strategic financial management of our capital structure and balance sheet. • Provided executive leadership over the highly complex and successfully executed ERP conversion. • Elevated the Compliance and Internal Audit functions in their corporate oversight with excellent employee engagement. | | Paul M. Blanchfield | 105% | • Incorporated a rapid uptake of responsibilities in President role with attention to team building throughout his expanded organization. • Provided strong leadership over expansion of PYLARIFY team with attention to minimizing disruption. • Demonstrated excellent analytical skills routinely applied to business decision making. | | Daniel M. Niedzwiecki | 105% | • Elevated the Legal Team from service function to strategic partner throughout the organization. • Attracted key talent for critical roles. • Assumed leadership of human resources function and has continually executed a plan to re-shape the organizational structure to better meet our current and future needs. |
2023 Executive Bonus Plan
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2023 Executive Bonus Plan
| NEO | Individual Performance Factor | Talent and Compensation Committee Recognized Achievements | | Jean-Claude Provost, MD | 100% | • Oversaw the filing of the PNT2003 ANDA, which was subsequently accepted by the FDA and believed to be the “first to file”. • Progressed our pipeline, including life cycle management for PYLARIFY and further development of FAPi (LNTH-1363S) into clinical trials. • Continued to advance our research and development and medical capabilities, consistent with our leadership in radiopharmaceuticals. |
2023 Executive Bonus Plan
Final Payouts under the 2023 Executive Bonus Plan The approved Corporate Performance Factor and Individual Performance Factors for each NEO produced the following payouts under the 2023 Executive Bonus Plan:
2023 Executive Bonus Plan
| NEO | Base Salary at December 31, 2023 | Target Bonus % | Corporate Performance Factor | Individual Performance Factor | | Resulting Payout | | Mary Anne Heino | $886,000x | 100%x | 134%x | 125% | = | $1,484,050 | | Robert J. Marshall, Jr. | $650,000x | 75%x | 134%x | 110% | = | $718,575 | | Paul M. Blanchfield | $650,000x | 60%x | 134%x | 105% | = | $548,730 | | Daniel M. Niedzwiecki | $540,000x | 50%x | 134%x | 105% | = | $379,890 | | Jean-Claude Provost, MD | $540,000x | 50%x | 134%x | 100% | = | $361,800 |
2023 Executive Bonus Plan
Based on the Talent and Compensation Committee’s certification of results, our NEOs received 146% of their target bonuses on average.
Long-Term Incentives
Long-Term Incentives Long-term equity compensation provides incentives for our NEOs to execute longer-term financial goals that drive shareholder value creation and support the Company’s leadership talent retention objectives. For 2023, our target mix for annual equity awards consisted of PSUs, RSUs, and stock options, as shown below: Annual grants of PSUs, to the extent earned based on performance, cliff vest on the third anniversary of the grant date, subject to continued service by the award recipient. Annual grants of RSUs and stock options vest in equal installments on each of the first three anniversaries of the grant date, subject to continued service by the award recipient. In March 2023, in consultation with Pearl Meyer, the Talent and Compensation Committee granted PSUs utilizing the following design:
Long-Term Incentives
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Long-Term Incentives
rTSR is determined by comparing the performance of the Company’s share value (including stock price and the value of distributions made to shareholders) against companies in the S&P 400 Health Care Index over a cumulative three-year performance period measured from January 1, 2023, to December 31, 2025. The relative changes in share prices during the performance period will be measured using an average of the closing prices during the 30 trading days at the beginning and the end of the performance period. The payout schedule determined by the Talent and Compensation Committee for the 2023 PSUs is as follows:
Long-Term Incentives
| Company’s rTSR Performance | Payout as a Percentage of Target | | 75th Percentile and Above (maximum) | 200% | | 50th Percentile (target) | 100% | | 25th Percentile (threshold) | 50% | | Below 25th Percentile | 0% |
Long-Term Incentives
Comparator companies must have measurable data for the duration of the performance period to be used in the final rTSR calculation. In the event the Company’s rTSR percentile rank for the performance period falls between any of the percentiles set forth above (to the extent greater than the threshold and lower than the maximum), the vesting percentage will be determined by linear interpolation between those percentiles. The target values of long-term incentive (“LTI”) awards for our NEOs in 2023 were as follows:
Long-Term Incentives
| NEO | Target PSU Value(1) (50% Weight) | Target RSU Value (25% Weight) | Target Stock Option Value (25% Weight) | 2023 Approved Target Total LTI Value | | Mary Anne Heino | $3,750,000 | $1,875,000 | $1,875,000 | $7,500,000 | | Robert J. Marshall, Jr.(2) | $1,500,000 | $750,000 | $750,000 | $3,000,000 | | Paul M. Blanchfield(3) | $1,500,000 | $750,000 | $750,000 | $3,000,000 | | Daniel M. Niedzwiecki(4) | $800,000 | $400,000 | $400,000 | $1,600,000 | | Jean-Claude Provost, MD | $800,000 | $400,000 | $400,000 | $1,600,000 |
Long-Term Incentives
| (1) For PSUs, the value shown reflects the approved target PSU value. This is not the grant date fair value under FASB ASC Topic 718 and thus may differ from amounts disclosed in other sections of this Proxy Statement. |
Long-Term Incentives
| (2) Mr. Marshall also received an award of $325,000 RSUs in August 2023 in recognition of his increased responsibilities and ongoing contributions to the Company. This award is excluded from the table above. |
Long-Term Incentives
| (3) Mr. Blanchfield’s 2023 Approved Target Total LTI Value consisted of an award of $1,993,610 granted during the annual equity award cycle while he was Chief Operating Officer and an award of $1,006,390 granted on April 15, 2023, following his promotion to President on March 20, 2023. Both awards were divided 50% in PSUs, 25% in RSUs, and 25% in stock options. |
Long-Term Incentives
| (4) Mr. Niedzwiecki’s 2023 Approved Target Total LTI Value consisted of an award of $1,207,500 granted during the annual equity award cycle while he was Senior Vice President, General Counsel and Corporate Secretary and an award of $392,500 granted on April 15, 2023, following his promotion to Chief Administrative Officer on March 20, 2023. Both awards were divided 50% in PSUs, 25% in RSUs, and 25% in stock options. |
Long-Term Incentives
Payout of 2021 PSUs PSUs granted in fiscal year 2021 were measured based on rTSR versus all companies in the S&P 600 Health Care Index over a performance period of January 1, 2021 to December 31, 2023. The structure of the 2021 PSUs, as well as our performance and corresponding payout, is highlighted below:
Long-Term Incentives
| Company’s rTSR Performance | Peer Group TSR | Payout as a Percentage of Target | | 75th Percentile | 6.1% | 200% | | 50th Percentile | -32.4% | 100% | | 25th Percentile | -65.7% | 50% | | Lantheus (98th Percentile) | 308.9% | 200% |
Long-Term Incentives
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Long-Term Incentives
In February 2024, the Talent and Compensation Committee certified the rTSR results for the 2021 PSUs and awarded a payout of 200% of target, resulting in certain of our NEOs vesting in the following number of shares:
Long-Term Incentives
| Name | Target PSUs Awarded | Resulting Share Payout | | Mary Anne Heino | 81,169 | 162,338 | | Robert J. Marshall, Jr. | 29,762 | 59,524 | | Paul Blanchfield | 16,910 | 33,820 | | Daniel M. Niedzwiecki | 6,466 | 12,932 |
Long-Term Incentives
Dr. Provost began serving as interim Chief Medical Officer in 2022 and as Chief Medical Officer in 2023, so was not eligible to participate in the 2021 PSU program. Equity Treatment Upon Retirement Certain of our equity agreements contain a retirement feature to help facilitate orderly transitions from the Company upon retirement and to provide competitive hiring and retention advantages within our overall compensation program. For executive officers, including our NEOs, who retire from the Company at age 55 or older and who have worked for the Company for at least 10 years (and met any other requirements set forth in the applicable equity agreement) and provide any required notice specified in the applicable equity agreement: vested stock options will have an extended exercise period (through the shorter of the third anniversary of the retirement date or the original award expiration date), and unvested PSUs will continue to remain outstanding and will be earned according to the Company’s actual performance under the PSUs’ original performance measures, performance periods and vesting dates, prorated for the actual number of days the executive officer is employed during the performance period relative to the total number of days in the performance period. For executive officers, including our NEOs, time-based RSUs that are unvested at the time of retirement are forfeited. This feature is included in equity awards made in or after fiscal year 2022.
Short Term Trading, Hedging and Pledging Prohibition
Short Term Trading, Hedging and Pledging Prohibition We have policies and procedures in place that strictly prohibit all directors and employees, including NEOs, and their related parties (i.e., their immediate family members, affiliated investment vehicles and persons who have delegated investment decisions to them) (collectively, “Company Insiders”) from engaging in short-term or speculative transactions in the Company’s securities. These prohibitions are intended to align the interests of Company Insiders with those of all shareholders, mainly by requiring Company Insiders to take on the full risks and rewards of ownership of Company securities, incentivizing directors and officers to improve the Company’s performance, removing undue focus on the Company’s short-term stock market performance (versus the Company’s long-term business objectives) and avoiding the appearance that trading is based on inside information and the appearance of other improprieties. To those ends, the Company prohibits Company Insiders from:
Short Term Trading, Hedging and Pledging Prohibition
| • | selling Company securities within six months of purchasing Company securities in the open market; |
Short Term Trading, Hedging and Pledging Prohibition
| • | holding Company securities in margin accounts; |
Short Term Trading, Hedging and Pledging Prohibition
| • | pledging Company securities as collateral for loans or other obligations; |
Short Term Trading, Hedging and Pledging Prohibition
| • | transacting Company securities through puts, calls or other derivative securities, on an exchange or in any other organized market; |
Short Term Trading, Hedging and Pledging Prohibition
| • | hedging or monetization transactions with Company securities, such as zero-cost collars and forward sale contracts; and |
Short Term Trading, Hedging and Pledging Prohibition
| • | engaging in short selling of the Company securities. |
Short Term Trading, Hedging and Pledging Prohibition
The Company does not grant exceptions to these policies and reserves the right to impose sanctions on any Company Insiders who violate these policies, including termination of employment or service for cause. No categories of hedging transactions are specifically permitted.
Severance and “Double Trigger” Change in Control Arrangements
Severance and “Double Trigger” Change in Control Arrangements In exchange for agreeing to be bound by certain restrictive covenants and to provide a release and waiver in favor of the Company, we provide our NEOs with severance and “double trigger” change of control benefits in connection with certain qualifying terminations of employment. We believe that providing our NEOs with market-competitive employment protections in the event of certain employment terminations serves as an important retention tool and ensures that they remain dedicated, motivated, and focused on achieving the best results for our shareholders. Additional details on these arrangements can be found under the heading “Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control.”
Compensation Risk Assessment
| • | Payouts under our Executive Bonus Plan are generally based on the achievement of multiple challenging performance objectives |
Compensation Risk Assessment
| • | Our LTI grants vest over appropriate time periods, with stock options and RSUs vesting in three equal annual installments of the grant date, and PSUs cliff vesting after a three-year performance measurement period |
Compensation Risk Assessment
| • | Our Talent and Compensation Committee has discretion to adjust bonus awards should the objective formula yield an inappropriate result |
Compensation Risk Assessment
| • | We engage and seek the advice of independent compensation consultants |
Equity Grant Timing and Stock Option Exercise Price
Equity Grant Timing and Stock Option Exercise Price The Company’s practice is generally to grant annual stock awards each year on the fifth trading day following the date that the Company files its Annual Report on Form 10-K for the prior fiscal year. The timing is designed to ensure that equity awards are granted after the release of material, non-public information that could result in an increase or decrease in its stock price, even though the dollar value of the equity awards made to award recipients, including our NEOs, is established in advance of the Form 10-K filing. Supplemental stock awards may be granted throughout the year. Such supplemental stock awards are generally made by determining a dollar value of the equity awards to be made, and then issuing the applicable equity award on the 15th day of the month following such determination based on the closing price as quoted on Nasdaq of the Shares on such 15th day (or next applicable trading day if the stock market is closed on the 15th). Award recipients, including our NEOs, derive value from their stock options based on the appreciation in value of the underlying shares of Company stock. Under our 2015 Equity Incentive Plan, all stock options must have an exercise or base price that is not less than the fair market value of the underlying common stock on the date of grant, which is determined based on the closing price, as quoted on Nasdaq, of the Shares on the date the awards are granted.
Equity Grant Timing and Stock Option Exercise Price
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Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021 The following table sets forth certain information with respect to compensation of our named executive officers for the years ended December 31, 2023, and if applicable, 2022 and 2021:
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| Name Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards($)(3) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Mary Anne Heino | 2023 | $873,628 | $0 | $8,332,445 | $1,874,997 | $1,484,050 | $13,725 | $12,578,845 | | Chief Executive Officer | 2022 | $833,035 | $0 | $5,996,133 | $1,249,974 | $1,386,079 | $14,224 | $9,479,445 | | | 2021 | $796,773 | $0 | $4,036,516 | $0 | $1,332,355 | $19,500 | $6,185,143 | | Robert J. Marshall, Jr. | 2023 | $569,836 | $0 | $2,528,846 | $495,933 | $718,575 | $12,821 | $4,326,011 | | Chief Financial Officer and Treasurer | 2022 | $496,246 | $50,000 | $2,068,648 | $431,224 | $502,337 | $11,164 | $3,559,619 | | | 2021 | $457,865 | $0 | $1,480,046 | $0 | $438,526 | $9,547 | $2,385,984 | | Paul M. Blanchfield(6) | 2023 | $614,500 | $0 | $3,379,211 | $749,918 | $548,730 | $12,881 | $5,305,240 | | President | 2022 | $468,624 | $0 | $1,875,739 | $570,615 | $480,060 | $13,725 | $3,408,763 | | | 2021 | $414,615 | $0 | $840,934 | $0 | $315,084 | $4,846 | $1,575,480 | | Daniel M. Niedzwiecki(7) Chief Administrative Officer, General Counsel and Corporate Secretary | 2023 | $527,500 | $0 | $1,795,647 | $399,990 | $379,890 | $12,701 | $3,115,728 | | | 2022 | $446,495 | $50,000 | $1,259,104 | $262,476 | $363,825 | $11,611 | $2,393,512 | | | 2021 | $373,575 | $0 | $512,598 | $0 | $242,451 | $11,072 | $1,139,696 | | Jean-Claude Provost, MD(8) Chief Medical Officer | 2023 | $540,000 | $0 | $1,777,514 | $399,993 | $361,800 | $0 | $3,079,307 |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (1) Bonuses provided in 2022 to Mr. Niedzwiecki in connection with closing of our strategic collaboration with POINT Biopharma Global, Inc. and to Mr. Marshall in recognition of his significant contributions to our credit facility refinancing, convertible note issuance and stock repurchase. |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (2) Reflects the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in valuation of stock-based awards are discussed in Note 15 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The table below shows the grant date fair value of the PSUs included in the stock awards column for each year, and the maximum grant date fair value assuming that the highest level of performance conditions was achieved: |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| Name | Grant Date | # of Units Granted | Grant Date Fair Value | Maximum Grant Date Fair Value | | Mary Anne Heino | | | | | | PSUs | 3/2/2023 | 51,124 | $6,457,472 | $12,914,944 | | PSUs | 3/3/2022 | 50,070 | $4,746,135 | $9,492,270 | | PSUs | 3/4/2021 | 81,169 | $2,536,531 | $5,073,062 | | Robert J. Marshall, Jr. | | | | | | PSUs | 3/2/2023 | 13,522 | $1,707,964 | $3,415,928 | | PSUs | 3/3/2022 | 17,274 | $1,637,402 | $3,274,804 | | PSUs | 3/4/2021 | 29,762 | $930,063 | $1,860,126 | | Paul M. Blanchfield | | | | | | PSUs | 4/17/2023 | 5,643 | $912,925 | $1,825,850 | | PSUs | 3/2/2023 | 13,589 | $1,716,427 | $3,432,854 | | PSUs | 3/3/2022 | 13,769 | $1,305,164 | $2,610,328 | | PSUs | 3/4/2021 | 16,910 | $528,438 | $1,056,876 | | Daniel M. Niedzwiecki | | | | | | PSUs | 4/17/2023 | 2,201 | $356,078 | $712,156 | | PSUs | 3/2/2023 | 8,231 | $1,039,658 | $2,079,316 | | PSUs | 3/3/2022 | 10,514 | $996,622 | $1,993,244 | | PSUs | 3/4/2021 | 6,466 | $202,063 | $404,126 | | Jean-Claude Provost, MD | | | | | | PSUs | 3/2/2023 | 10,906 | $1,377,537 | $2,755,074 |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (3) The amounts in the option awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of options granted in 2023. The assumptions used in the valuation of option awards are discussed in Note 15 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023. |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (4) For each of the NEOs, the amounts reported in Non-Equity Incentive Plan Compensation column represent cash payouts made to our NEOs under the Executive Bonus Plan for the applicable year. Payouts under the 2023 Executive Bonus Plan, which were paid in February 2024, are described above under the headings “Corporate Performance Factor and Actual Achievement” and “Individual Performance Factor and Actual Achievement.” |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
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Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (5) The amounts shown for 2023 in the “All Other Compensation” columns consist of 401(k) matching contributions. |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (6) Mr. Blanchfield was promoted to President on March 20, 2023. Mr. Blanchfield previously served as our Chief Operating Officer from June 2022 to March 2023 and as our Chief Commercial Officer from January 2020 to June 2022. |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (7) Mr. Niedzwiecki was promoted to Chief Administrative Officer on March 20, 2023 and retained his responsibility as our General Counsel and Corporate Secretary. He previously served as our Senior Vice President, General Counsel and Corporate Secretary. |
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
| (8) Dr. Provost was not on NEO in 2022 or 2021. In accordance with SEC rules, no amounts are shown for him for these years. |
Grants of Plan-Based Awards for Fiscal 2023
Grants of Plan-Based Awards for Fiscal 2023 The table below provides information regarding awards made to our NEOs during 2023 under the 2023 Executive Bonus Plan and our Equity Incentive Plan.
Grants of Plan-Based Awards for Fiscal 2023
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Units(3) | All Other Option Awards: # Securities Underlying Options(4) | Exercise Price of Options ($)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | NEO | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mary Anne Heino | | $0 | $886,000 | $1,993,500 | | | | | | | | | | 3/2/2023 | | | | 25,562 | 51,124 | 102,248 | | | | $6,457,472 | | | 3/2/2023 | | | | | | | 25,562 | | | $1,874,973 | | | 3/2/2023 | | | | | | | | 44,696 | $73.35 | $1,874,997 | | Robert J. Marshall, Jr. | | $0 | $487,500 | $1,096,875 | | | | | | | | | | 3/2/2023 | | | | 6,761 | 13,522 | 27,044 | | | | $1,707,964 | | | 3/2/2023 | | | | | | | 6,761 | | | $495,919 | | | 3/2/2023 | | | | | | | | 11,822 | $73.35 | $495,933 | | | 8/29/2023 | | | | | | | 4,872 | | | $324,962 | | Paul M. Blanchfield | | $0 | $390,000 | $877,500 | | | | | | | | | | 3/2/2023 | | | | 6,795 | 13,589 | 27,178 | | | | $1,716,427 | | | 3/2/2023 | | | | | | | 6,794 | | | $498,340 | | | 3/2/2023 | | | | | | | | 11,880 | $73.35 | $498,366 | | | 4/17/2023 | | | | 2,822 | 5,643 | 11,286 | | | | $912,925 | | | 4/17/2023 | | | | | | | 2,821 | | | $251,520 | | | 4/17/2023 | | | | | | | | 5,025 | $89.16 | $251,552 | | Daniel M. Niedzwiecki | | $0 | $270,000 | $607,500 | | | | | | | | | | 3/2/2023 | | | | 4,116 | 8,231 | 16,462 | | | | $1,039,658 | | | 3/2/2023 | | | | | | | 4,115 | | | $301,835 | | | 3/2/2023 | | | | | | | | 7,196 | $73.35 | $301,872 | | | 4/17/2023 | | | | 1,101 | 2,201 | 4,402 | | | | $356,078 | | | 4/17/2023 | | | | | | | 1,100 | | | $98,076 | | | 4/17/2023 | | | | | | | | 1,960 | $89.16 | $98,118 | | Jean-Claude Provost, MD | | $0 | $270,000 | $607,500 | | | | | | | | | | 3/2/2023 | | | | 5,453 | 10,906 | 21,812 | | | | $1,377,537 | | | 3/2/2023 | | | | | | | 5,453 | | | $399,978 | | | 3/2/2023 | | | | | | | | 9,535 | $73.35 | $399,993 |
Grants of Plan-Based Awards for Fiscal 2023
| (1) The dollar amounts in these columns reflect target and maximum payouts under the 2023 Executive Bonus Plan. There is no threshold-level payout under the 2023 Executive Bonus Plan. The maximum payout under the 2023 Executive Bonus Plan is 225% of the target payout, representing the product of (i) a maximum of 150% of the target payout based on achievement of Company corporate performance objectives (this is the Corporate Performance Factor), and (ii) a maximum of 150% of the target payout based on achievement of individual performance objectives (this is the Individual Performance Factor). The actual amount earned by each NEO under the 2023 Executive Bonus Plan is reported under the ‘‘Non-Equity Incentive Plan Compensation’’ column in the Summary Compensation Table above. For additional information about our 2023 Executive Bonus Plan and a discussion of how these amounts are determined, please see the Compensation Discussion and Analysis section titled ‘‘2023 Executive Bonus Plan.” |
Grants of Plan-Based Awards for Fiscal 2023
| (2) The numbers in these columns reflect threshold, target and maximum Shares that may be earned in respect of PSUs granted in 2023, which are eligible to be earned based on our rTSR over a three-year performance period. For additional information about these awards and a discussion of how these amounts are determined, please see the Compensation and Discussion Analysis section titled “Long-Term Incentives.” |
Grants of Plan-Based Awards for Fiscal 2023
| (3) The numbers in these columns reflect the number of RSUs granted to our NEOs in 2023, which vest in three equal annual installments on each of the first three anniversaries of the grant date and are generally subject to continued employment of the NEO. |
Grants of Plan-Based Awards for Fiscal 2023
| (4) The numbers in these columns reflect the number of stock options granted to our NEOs in 2023, which vest in three equal annual installments on each of the first three anniversaries of the grant date and are generally subject to continued employment of the NEO. |
Grants of Plan-Based Awards for Fiscal 2023
| (5) The exercise price of stock options represents the closing stock price on the date of grant of a share of our common stock. |
Grants of Plan-Based Awards for Fiscal 2023
| (6) The dollar amounts in this column have been determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See footnote 2 and footnote 3 to the Summary Compensation Table above for a description of the assumptions used in determining the grant date fair value of these awards and the grant date fair value of PSUs if the maximum level of performance was achieved. |
Grants of Plan-Based Awards for Fiscal 2023
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Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following tables include certain information with respect to equity awards held by our NEOs as of December 29, 2023, the last trading day of fiscal year 2023, based on the closing stock price of a share of our common stock of $62.00 on that date:
Outstanding Equity Awards at December 31, 2023
| | | Option Awards | | | | Stock Awards | | | | | NEO Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | Mary Anne Heino | | | | | | | | | | | Options(2) | | 0 | 44,696 | $73.35 | 3/2/2033 | | | | | | Options(2) | | 14,274 | 28,548 | $49.93 | 3/3/2032 | | | | | | RSUs(3) | 3/2/2023 | | | | | 25,562 | $1,584,844 | | | | RSUs(3) | 3/3/2022 | | | | | 16,690 | $1,034,780 | | | | RSUs(3) | 3/4/2021 | | | | | 27,056 | $1,677,472 | | | | PSUs(4) | 3/2/2023 | | | | | | | 102,248 | $6,339,376 | | PSUs(5) | 3/3/2022 | | | | | | | 100,140 | $6,208,680 | | PSUs(6) | 3/4/2021 | | | | | | | 162,338 | $10,064,956 | | Robert J. Marshall, Jr. | | | | | | | | | | | Options(2) | | 0 | 11,822 | $73.35 | 3/2/2033 | | | | | | Options(2) | | 4,924 | 9,849 | $49.93 | 3/3/2032 | | | | | | RSUs(3) | 8/29/2023 | | | | | 4,872 | $302,064 | | | | RSUs(3) | 3/2/2023 | | | | | 6,761 | $419,182 | | | | RSUs(3) | 3/3/2022 | | | | | 5,758 | $356,996 | | | | RSUs(3) | 3/4/2021 | | | | | 9,921 | $615,102 | | | | PSUs(4) | 3/2/2023 | | | | | | | 27,044 | $1,676,728 | | PSUs(5) | 3/3/2022 | | | | | | | 34,548 | $2,141,976 | | PSUs(6) | 3/4/2021 | | | | | | | 59,524 | $3,690,488 | | Paul M. Blanchfield | | | | | | | | | | | Options(2) | | 0 | 5,025 | $89.16 | 4/17/2033 | | | | | | Options(2) | | 0 | 11,880 | $73.35 | 3/3/2033 | | | | | | Options(2) | | 1,808 | 3,617 | $70.65 | 7/15/2032 | | | | | | Options(2) | | 3,925 | 7,851 | $49.93 | 3/3/2032 | | | | | | RSUs(3) | 4/17/2023 | | | | | 2,821 | $174,902 | | | | RSUs(3) | 3/2/2023 | | | | | 6,794 | $421,228 | | | | RSUs(3) | 7/15/2022 | | | | | 2,141 | $132,742 | | | | RSUs(3) | 3/3/2022 | | | | | 4,590 | $284,580 | | | | RSUs(3) | 3/4/2021 | | | | | 5,637 | $349,494 | | | | PSUs(4) | 4/17/2023 | | | | | | | 11,286 | $699,732 | | PSUs(4) | 3/2/2023 | | | | | | | 27,178 | $1,685,036 | | PSUs(5) | 3/3/2022 | | | | | | | 27,538 | $1,707,356 | | PSUs(6) | 3/4/2021 | | | | | | | 33,820 | $2,096,840 |
Outstanding Equity Awards at December 31, 2023
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Outstanding Equity Awards at December 31, 2023
| | | Option Awards | | | | Stock Awards | | | | | NEO Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | Daniel M. Niedzwiecki | | | | | | | | | | | Options(2) | | 0 | 1,960 | $89.16 | 4/17/2033 | | | | | | Options(2) | | 0 | 7,196 | $73.35 | 3/2/2033 | | | | | | Options(2) | | 2,997 | 5,995 | $49.93 | 3/3/2032 | | | | | | RSUs(3) | 4/17/2023 | | | | | 1,100 | $68,200 | | | | RSUs(3) | 3/2/2023 | | | | | 4,115 | $255,130 | | | | RSUs(3) | 3/3/2022 | | | | | 3,505 | $217,310 | | | | RSUs(3) | 5/17/2021 | | | | | 3,031 | $187,922 | | | | RSUs(3) | 3/4/2021 | | | | | 2,156 | $133,672 | | | | PSUs(4) | 4/17/2023 | | | | | | | 4,402 | $272,924 | | PSUs(4) | 3/2/2023 | | | | | | | 16,462 | $1,020,644 | | PSUs(5) | 3/3/2022 | | | | | | | 21,028 | $1,303,736 | | PSUs(6) | 3/4/2021 | | | | | | | 12,932 | $801,784 | | Jean-Claude Provost, MD | | | | | | | | | | | Options(2) | | 0 | 9,535 | $73.35 | 3/2/2033 | | | | | | RSUs(3) | 3/2/2023 | | | | | 5,453 | $338,086 | | | | PSUs(4) | 3/2/2023 | | | | | | | 20,812 | $1,352,344 |
Outstanding Equity Awards at December 31, 2023
| (1) The market value of the unvested RSUs and PSUs was calculated by multiplying the number of awards shown by the closing price of our Shares on December 31, 2023. |
Outstanding Equity Awards at December 31, 2023
| (2) These options vest in three equal installments on each of the first three anniversaries of the grant date and are generally subject to continued employment of the NEO. |
Outstanding Equity Awards at December 31, 2023
| (3) These RSUs vest in three equal installments on each of the first three anniversaries of the grant date and are generally subject to continued employment of the NEO. |
Outstanding Equity Awards at December 31, 2023
| (4) The PSUs granted on March 2, 2023 and April 17, 2023 are earned based on the Company’s rTSR compared to the S&P 400 Health Care Index over a three-year performance period measured from January 1, 2023 to December 31, 2025 and will vest March 2, 2026. The PSUs are reported assuming a maximum level of performance will be achieved and are generally subject to continued employment of the NEO. |
Outstanding Equity Awards at December 31, 2023
| (5) The PSUs granted on March 3, 2022 are earned based on the Company’s rTSR Compared to the S&P 600 Health Care Index over a three-year performance period measured from January 1, 2022 to December 31, 2024 and will vest on March 3, 2025. The PSUs are reported assuming a maximum level of performance will be achieved and are generally subject to continued employment of the NEO. |
Outstanding Equity Awards at December 31, 2023
| (6) The PSUs granted on March 4, 2021 are shown at the maximum level of performance as they were unvested, but tracking above target performance, as of December 31, 2023. The PSUs vested on March 4, 2024, the third anniversary of the grant date, at 200% of target, reflecting the Company’s rTSR performance at the 98th percentile compared to the other companies in S&P 600 Health Care Index over the three-year performance period measured from January 1, 2021 to December 31, 2023. |
Outstanding Equity Awards at December 31, 2023
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Option Exercises and Stock Vested for Fiscal 2023
Option Exercises and Stock Vested for Fiscal 2023 The following table shows the value realized by executive officers upon the exercise of stock options and vesting of RSUs and PSUs during 2023.
Option Exercises and Stock Vested for Fiscal 2023
| | Option Awards | | Stock Awards | | | NEO | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mary Anne Heino | 44,484 | $2,729,538 | 209,202 | $15,259,194 | | Robert J. Marshall, Jr. | — | — | 53,378 | $3,893,391 | | Paul M. Blanchfield | — | — | 18,668 | $1,375,714 | | Daniel M. Niedzwiecki | 2,846 | $133,819 | 24,473 | $1,860,927 | | Jean-Claude Provost, MD | — | — | — | — |
Option Exercises and Stock Vested for Fiscal 2023
| (1) Value realized represents the difference between the closing price per share of our common stock on the date of exercise and the exercise price per share, multiplied by the number of shares acquired on exercise. |
Option Exercises and Stock Vested for Fiscal 2023
| (2) Value realized represents the closing price per share of our common stock on the vesting date, multiplied by the number of shares vested. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control Our Chief Executive Officer and our CEO’s direct reports at the Senior Vice President level and above, including Messrs. Marshall, Blanchfield, and Niedzwiecki and Dr. Provost, have entered into severance arrangements approved by the Talent and Compensation Committee, in consultation with Pearl Meyer. In exchange for agreeing to be bound by certain restrictive covenants and to provide a release and waiver in favor of the Company, in the event of a termination of employment without cause or a resignation for good reason, these arrangements provide for the following severance payments and benefits, in each case payable by the Company in substantially equal installments over twelve months following such employee’s separation date, subject to certain exceptions:
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | Non-Change of Control: one times annual base salary, plus a prorated portion of the target annual bonus, as in effect on the date of separation, and an amount equal to the Company’s portion of COBRA premiums for up to 12 months following such termination of employment, in the event that the executive’s employment is terminated without cause or the executive resigns for good reason, in either case, other than after a change of control. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | “Double Trigger” Change of Control: two times annual base salary, plus two times the full-year target annual bonus, as in effect on the date of termination, and an amount equal to the Company’s portion of COBRA premiums for 24 months following such termination of employment, in the event that the executive’s employment is terminated without cause or the executive resigns for good reason within 12 months of a change of control, with all unvested stock options and other equity-based awards also vesting in full (with performance-based equity awards vesting at target levels of achievement). |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
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Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
The table below quantifies the amounts that would have become payable under each NEO’s employment agreement and equity award agreements if, on December 31, 2023, a change of control had been consummated and the NEO’s employment had been terminated without cause or the NEO resigned for good reason under the severance arrangements described above. Due to the number of factors that affect the nature and the amount of any benefits provided upon the events discussed above, any actual amounts paid may be different. Factors that could affect these amounts include the timing of any such event, the cost of benefits, the NEO’s base salary and our stock price.
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| | Payments for Termination not in Connection with a Change in Control | | | Payments for Termination in Connection with a Change in Control | | | | | Name Position | Cash Severance(1) ($) | Total Benefits(2) ($) | Total Value ($) | Cash Severance(1) ($) | Value of Accelerated Equity(3) ($) | Total Benefits(2) ($) | Total Value ($) | | Mary Anne Heino(4) | $1,772,000 | $20,625 | $1,792,625 | $3,544,000 | $15,948,176 | $41,249 | $19,533,425 | | Robert J. Marshall, Jr. | $1,137,500 | $33,011 | $1,170,511 | $2,275,000 | $5,566,817 | $66,022 | $7,907,839 | | Paul M. Blanchfield | $1,040,000 | $33,011 | $1,073,011 | $2,080,000 | $4,552,190 | $66,022 | $6,698,212 | | Daniel M. Niedzwiecki | $810,000 | $34,443 | $844,443 | $1,620,000 | $2,634,138 | $68,886 | $4,323,024 | | Jean-Claude Provost, MD | $810,000 | $0 | $810,000 | $1,620,000 | $1,014,258 | $0 | $2,634,258 |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (1) Calculated based on annual base salary and full-year annual target bonus at December 31, 2023. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (2) Total Benefits represent the Company-paid portion of COBRA. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (3) Amounts in the ‘‘Value of Accelerated Equity” column are calculated based on the closing price of our Shares on December 29, 2023 ($62.00). Includes the value of unvested, in-the-money stock options, unvested RSUs, and unvested PSUs. In-the-money stock option value is calculated by multiplying the number of stock options that would have been eligible for acceleration by the difference between $62.00 and the applicable per share exercise prices of such stock options. Value for RSUs and PSUs is calculated by multiplying the number of RSUs and PSUs eligible for acceleration by $62.00. PSUs are counted using the target amount. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (4) Ms. Heino retired as CEO effective March 1, 2024. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
No compensation is due to our NEOs upon a change of control that is not followed by a qualifying termination of employment, other than as described above or as required by applicable law. In addition, each of the severance arrangements with our NEOs provides for a modified cut-back in the event that adverse tax consequences are imposed on the receipt of parachute payments by the named executive officer pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). If any payments or benefits from the Company in the nature of compensation that are paid to or for the named executive officer’s benefit, whether paid or payable pursuant to her or his employment agreement or otherwise (each, a “Payment”), would subject the named executive officer to the excise tax under Section 4999 of the Code, then the Payments will be reduced to the greatest amount of the Payments that can be paid that would not result in the imposition of the excise tax (the “Reduced Amount”). However, if the amount of the Payments the NEO would receive after payment of all applicable taxes, including any excise taxes, is greater than the Reduced Amount, then no such reduction will occur. Employment Agreement for Brian Markison Brian Markison assumed the role of Executive Chairman effective January 23, 2024 until March 1, 2024, when he became our Chief Executive Officer. In connection with Mr. Markison’s employment as Executive Chairman and Chief Executive Officer, the Company entered into an employment agreement with Mr. Markison, effective as of January 23, 2024 (the “Start Date”). Pursuant to the employment agreement, Mr. Markison’s employment with the Company is on an at-will basis, he will be paid an annual base salary of $950,000 and he will be eligible for an annual bonus of 100% of his base salary based on the achievement of performance targets established by the Talent and Compensation Committee. Additionally Mr. Markison was granted initial equity awards with an aggregate grant date fair value of $8,500,000, which awards were granted at the same time (and on the same basis) as the 2024 annual equity grants to other executives of the Company. These awards consisted of 50% RSUs, which will vest annually on each of the first three anniversaries of the grant date, and 50% PSUs, which, to the extent earned based on performance, will vest on the third anniversary of the grant date. The employment agreement also provides $200,000 as partial reimbursement expenses for Mr. Markison’s relocation to Massachusetts; provided that, in the event of Mr. Markison’s termination by the Company for Cause (as defined in the employment agreement) or by Mr. Markison other than for Good Reason (as defined in the employment agreement) within twelve months after the Start Date, Mr. Markison will be required to return the full amount of such relocation expenses.
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| Lantheus 2024 Proxy Statement | Executive Compensation | 61 |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
Under his employment agreement, in the event of Mr. Markison’s termination by the Company or Mr. Markison for any reason, Mr. Markison will receive any earned, but unpaid, base salary and annual bonus. The employment agreement also provides for severance arrangements generally consistent with those provided to other executives. In exchange for agreeing to be bound by certain restrictive covenants and to provide a release and waiver in favor of the Company, in the event of a termination of employment without cause or a resignation for good reason, Mr. Markison will be entitled to receive the following severance payments and benefits:
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | Non-Change of Control: one times annual base salary, plus a prorated portion of the target annual bonus, as in effect on the date of separation, and an amount equal to the Company’s portion of COBRA premiums for up to 12 months following such termination of employment, in the event that Mr. Markison’s employment is terminated without cause or Mr. Markison resigns for good reason, in either case, other than after a change of control (as described below). Such payments will be payable by the Company in substantially equal installments over 12 months following Mr. Markison’s separation date. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | “Double Trigger” Change of Control: two times annual base salary, plus two times the full-year target annual bonus, as in effect on the date of termination, and an amount equal to the Company’s portion of COBRA premiums for 24 months following such termination of employment, in the event that the executive’s employment is terminated without cause or the executive resigns for good reason within 3 months before or 12 months after a change of control, with all unvested stock options and other equity-based awards also vesting in full (with performance-based equity awards vesting at target levels of achievement). Such payments will be payable by the Company in a lump sum on the Company’s first regular payroll date following Mr. Markison’s separation date. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
In addition, Mr. Markison’s employment agreement provides for a modified cut-back in the event that adverse tax consequences are imposed on the receipt of parachute payments by Mr. Markison pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.
CEO Pay Ratio
CEO Pay Ratio Under SEC rules, we are required to disclose the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all our other employees. We determined that the 2023 median of the annual total compensation of all our employees who were employed as of December 31, 2023, other than our CEO, Ms. Heino, was $203,447; Ms. Heino’s 2023 annual total compensation was $12,578,845 (as reported on our Summary Compensation Table above). Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median annual total compensation of all our other employees was 62 to 1. To identify the median compensated employee, we used Box 5 W-2 data as our consistently applied compensation measure for all individuals (with the exception of the CEO) employed on December 31, 2023, annualizing such data for those individuals employed less than the full year in 2023. As of December 31, 2023, our total population, excluding our CEO, consisted of 827 employees located in the United States, Canada and Sweden. Pursuant to SEC rules, we excluded 12 employees located in Canada and 14 employees located in Sweden to identify our median paid employee. After applying this exemption, the employee population used for purposes of identifying the median employee consisted of 801 employees. We then calculated the annual compensation of the median employee using the same methodology used to calculate Ms. Heino’s compensation for the Summary Compensation Table. We believe that 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, our ratio may not be comparable to the ratios disclosed by other companies based on a number of factors, including differences in employee populations, different geographic distributions of employees, and the nature of the companies’ businesses.
CEO Pay Ratio
| Lantheus 2024 Proxy Statement | Executive Compensation | 62 |
Pay Versus Performance
Pay Versus Performance This section should be read in conjunction with the Compensation Discussion and Analysis section of this Proxy Statement, which includes additional discussion of the objectives of our executive compensation program and how they are aligned with our financial and operational performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and our non-PEO NEOs, as defined by SEC rules, and certain of our financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.
Pay Versus Performance Table
Pay Versus Performance Table The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 along with the financial information required to be disclosed for each fiscal year:
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for PEO $ | Compensation Actually Paid to PEO (2) $ | Average Summary Compensation Table Total for non-PEO NEOs $ | Average Compensation Actually Paid to non-PEO NEOs (2) $ | LNTH Total Shareholder Return $ | Peer Group Total Shareholder Return (3) $ | Net Income (in millions) $ | Net Revenue (4) (in millions) $ | | 2023 | 12,578,845 | 19,689,764 | 3,956,572 | 4,739,129 | 302.29 | 116.57 | 326.7 | 1,296.4 | | 2022 | 9,479,445 | 21,038,162 | 2,968,158 | 5,209,956 | 248.46 | 115.97 | 28.1 | 935.1 | | 2021 | 6,185,143 | 14,893,417 | 1,571,289 | 2,161,359 | 140.86 | 145.06 | (71.3) | 425.2 | | 2020 | 4,326,357 | 300,587 | 1,114,249 | 601,962 | 65.77 | 130.27 | (13.5) | 339.4 |
Pay Versus Performance Table
| (1) Mary Anne Heino is the PEO for each covered year. The non-PEO NEOs reflect the following individuals in each year: |
Pay Versus Performance Table
2023: Robert J. Marshall, Jr., Paul M. Blanchfield, Daniel M. Niedzwiecki, Jean-Claude Provost, MD; 2022: Robert J. Marshall, Jr., Paul M. Blanchfield, Etienne Montagut, Daniel M. Niedzwiecki; 2021: Robert J. Marshall, Jr., Paul M. Blanchfield, Etienne Montagut, Daniel M. Niedzwiecki, John Bolla, Dr. Istvan Molnar; and 2020: Robert J. Marshall, Jr., John Bolla, Michael P. Duffy, Dr. Istvan Molnar.
Pay Versus Performance Table
| Lantheus 2024 Proxy Statement | Executive Compensation | 63 |
Pay Versus Performance Table
| (2) CAP to the PEO and non-PEO NEOs reflects the following adjustments from “total compensation” reported in the Summary Compensation Table: |
Pay Versus Performance Table
| | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO ($) | Average of non-PEO NEOs ($) | PEO ($) | Average of non-PEO NEOs ($) | PEO ($) | Average of non-PEO NEOs ($) | PEO ($) | Average of non-PEO NEOs ($) | | Summary Compensation Table Total | 12,578,845 | 3,956,572 | 9,479,445 | 2,968,158 | 6,185,143 | 1,571,289 | 4,326,357 | 1,114,249 | | Adjustments for Stock and Option Awards: Subtraction: Value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (10,207,442) | (2,881,763) | (7,246,107) | (2,047,348) | (4,036,516) | (988,038) | (2,895,255) | (541,996) | | Addition: Year-end fair value of equity awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 8,152,008 | 2,230,819 | 6,639,815 | 1,848,646 | 6,809,771 | 1,089,451 | 2,169,385 | 420,038 | | Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of equity awards granted in prior fiscal years that were outstanding and unvested at the covered fiscal year end | 4,392,380 | 834,986 | 9,278,284 | 1,770,326 | 5,429,728 | 540,943 | (2,315,727) | (295,815) | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year | 4,773,973 | 598,515 | 2,886,725 | 670,174 | 505,290 | 85,754 | (984,173) | (94,514) | | (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | (138,040) | 0 | 0 | | Compensation Actually Paid (as calculated) | 19,689,764 | 4,739,129 | 21,038,162 | 5,209,956 | 14,893,417 | 2,161,359 | 300,587 | 601,962 |
Pay Versus Performance Table
CAP does not correlate to the total amount of cash and equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion and Analysis section of this Proxy Statement . Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior fiscal year, in accordance with Item 402(v) of Regulation S-K. Given a significant amount of “Compensation Actually Paid” is dependent on our stock price at a specific point in time, it is important to note that the values could have been significantly different if other measurement dates were chosen. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the Pay Versus Performance Table.
Pay Versus Performance Table
| (3) The peer group (as defined below) TSR set forth in this table utilizes the S&P 400 Health Care Index, which we also utilized as our comparator group for our 2023 rTSR PSUs. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in LNTH and in the S&P 400 Health Care Index. Historical stock price performance is not necessarily indicative of future stock price performance. |
Pay Versus Performance Table
The S&P 400 Health Care Index is a new peer group in 2023 for purposes of Pay Versus Performance. In 2022, we utilized the S&P 600 Health Care Index. The peer group change is due to our movement to the S&P 400 from the S&P 600 during fiscal year 2022. If we had continued to utilize the S&P 600 Health Care Index in 2023, Peer Group Total Shareholder Return would be $100.16 for 2023, $102.60 for 2022, $139.26 for 2021, and $131.54 for 2020. These total shareholder return values are calculated as described in the preceding paragraph.
Pay Versus Performance Table
| (4) Net Revenue represents the most important financial performance measure (that is not otherwise required to be disclosed in the Pay Versus Performance Table) used by us to link CAP to our NEOs, including our PEO, to our performance for the most recently completed fiscal year. Net Revenue is equivalent to GAAP Revenue as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
Pay Versus Performance: Graphical Description
| • | the Company’s cumulative Total Shareholder Return (“TSR”) and the S&P 400 Health Care Index’s cumulative TSR; |
Pay Versus Performance: Graphical Description
| • | the Company’s Net Income; and |
Pay Versus Performance: Graphical Description
| • | the Company’s Net Revenue. |
Pay Versus Performance: Graphical Description
CAP and Cumulative TSR / Cumulative TSR of the Peer Group CAP and Company Net Income
Pay Versus Performance: Graphical Description
| Lantheus 2024 Proxy Statement | Executive Compensation | 65 |
Pay Versus Performance: Graphical Description
CAP and Company Net Revenue
Pay Versus Performance: Graphical Description
| Lantheus 2024 Proxy Statement | Executive Compensation | 66 |

DEF 14A of Lantheus Holdings, Inc.

Proposal 1: Election of directors

Director Nomination Process; Process for Shareholders to Recommend Director Nominees

Communication with the Board of Directors

Communication with the Board of Directors

Director Nominee Biographies

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class III Directors for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2025 Annual Meeting of Shareholders

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Director compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Proposal 2: Advisory vote to approve executive compensation

2024 CEO Transition

Business Summary and Performance Highlights

Key Compensation Decisions and Actions

Key Compensation Decisions and Actions

Compensation Philosophy

Compensation Philosophy

Compensation Philosophy

Compensation Philosophy

Compensation Philosophy

Elements of Compensation

The Decision-Making Process

The Decision-Making Process

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

2023 Executive Bonus Plan

2023 Executive Bonus Plan