DEF 14A of Lantheus Holdings, Inc.

Filed Mar 21, 2025 · FY20240001193125-25-060360

Open on EDGAR

Proposal 1: Election of directors
Proposal 1: Election of directors Our Board is currently comprised of eleven 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 I directors—Ms. Mary Anne Heino, Dr. Gérard Ber, Ms. Julie Eastland and Mr. Samuel Leno — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2028 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 in this Proxy Statement 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 properly 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 properly submit the information required by our Bylaws and take other action and provide other information reasonably requested by the Company within the timeframe described in our Bylaws and under the heading “Additional Information—Procedures for Submitting Shareholder Proposals” of this Proxy Statement.
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 2025 Proxy Statement | Proposal 1: Election of Directors | 22 |
Director Nominee Biographies
Director Nominee Biographies Set forth below are the biographies for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting.
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Mary Anne Heino | | | | | Director since 2015 Chair 65 years old Committees: Science and Technology Committee | Specific Expertise: Ms. Heino was chosen as a Director because of her former roles as our President and CEO, which gives her an extensive understanding of our business and operations, and because of her broad experience in the pharmaceutical industry. |
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
Mary Anne Heino has served as a Director since August 2015, and became the Chair of our Board and a member of the Science and Technology Committee on March 1, 2024. She previously served as our CEO, 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. Ms. Heino received her Master of 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 of Science in Biology from the State University of New York at Stony Brook.
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Proposal 1: Election of Directors | 23 |
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Dr. Gérard Ber | | | | | Director since 2020 Independent 67 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 for Election for a Three-Year Term Expiring at the 2028 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 Evergreen Theragnostics, Inc. He served on the Board of Directors of Progenics Pharmaceuticals, Inc. 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 for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Proposal 1: Election of Directors | 24 |
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Julie Eastland | | | | | Director since 2024 Independent 60 years old Committees: Audit Committee | Specific Expertise: Ms. Eastland was chosen as a Director because of her extensive biotechnology expertise across finance, strategic planning, operations and transactions. |
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
Julie Eastland is a Director and a member of the Audit Committee, serving on the Board since September 2024. Ms. Eastland serves as the President and CEO and as a Director of Zentalis Corporation. She has served as an independent director and chair of the audit committee of Dynavax Technologies Corporation (parent, NASDAQ: DVAX) since July 2020 and her term will end in May 2025. She serves as an independent director, member of the audit committee and chair of the compensation committee of Seismic Therapeutic (parent) since September 2024. She has also served as a member of Harpoon Therapeutics (parent, NASDAQ: HARP) board of directors since October 2018 and as audit chair from 2018 to 2021. Ms. Eastland served as Harpoon’s CEO from November 2021 through its acquisition by Merck on March 2024. Prior to Harpoon, Ms. Eastland served as the Chief Financial and Business Officer of Rainier Therapeutics, Inc. (parent), a privately-held biotechnology company, from 2018 to 2020. Prior to Rainier Therapeutics, Ms. Eastland served as Chief Business Officer and Chief Financial Officer for Cascadian Therapeutics, Inc. (parent, NASDAQ: CASC), a biotechnology company, from September 2010 through its acquisition by Seattle Genetics in March 2018. Prior to Cascadian, Ms. Eastland served as the Chief Financial Officer and Vice President of Finance and Administration for VLST Corporation (parent), a privately-held biotechnology company, from January 2006 to September 2010. Prior to VLST Corporation, Ms. Eastland was the Vice President of Strategic Planning at Dendreon Corporation (parent, NASDAQ: DNDN), a biotechnology company, from October 2000 to October 2005. Prior to Dendreon, Ms. Eastland was the Controller at Amgen (parent, NASDAQ: AMGN), a biopharmaceutical company, from March 1996 to April 1998. Ms. Eastland also served on the board of Graybug Vision (parent, NASDAQ: GRAY) from September 2020 to March 2023 when it merged with Calcimedia. Ms. Eastland holds a B.S. in Finance from Colorado State University and an M.B.A. from Heriot-Watt University of the Edinburgh University in Scotland.
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Proposal 1: Election of Directors | 25 |
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Samuel Leno | | | | | Director since 2012 Independent 79 years old Committees: Audit Committee (Chair) Nominating and Corporate Governance Committee | Specific Expertise: Mr. Leno was chosen as a Director because of his financial expertise and industry background. |
Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
Samuel Leno is a Director and the Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee, 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 for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Proposal 1: Election of Directors | 26 |
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 77 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. |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
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. 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 2025 Proxy Statement | Proposal 1: Election of Directors | 27 |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Heinz Mäusli | | | | | Director since 2020 Independent 62 years old Committees: Audit Committee Nominating and Corporate Governance Committee | Specific Expertise: Mr. Mäusli was chosen as a Director because of his financial and legal background and extensive experience with radiopharmaceutical products. |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
Heinz Mäusli is a Director and a member of the Audit and Nominating and Corporate Governance 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. 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 20 years of experience in the molecular nuclear medicine industry, as well as significant management and executive experience. Mr. Mäusli received a Master 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 2025 Proxy Statement | Proposal 1: Election of Directors | 28 |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Julie McHugh | | | | | Director since 2017 Independent 60 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. |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
Julie McHugh is our Lead Independent Director and the Chair 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). 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 2025 Proxy Statement | Proposal 1: Election of Directors | 29 |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Dr. Phuong Khanh (P.K.) Morrow | | | | | Director since 2025 Independent 51 years old Committees: Science and Technology Committee | Specific Expertise: Dr. Morrow was chosen as a Director because of her deep expertise leading end-to-end clinical development in the field of oncology, with a proven track record in advancing clinical programs and wealth of knowledge in oncology therapeutics development. |
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
Dr. Phuong Khanh (P.K). Morrow is a Director and a member of the Science and Technology Committee, serving on the Board of Directors since February 2025. Since January 2024, Dr. Morrow has served as the Head of Oncology Area Unit (OTAU) at Takeda, a cancer research and development company. Prior to joining Takeda, Dr. Morrow served as Chief Medical Officer of CRISPR Therapeutics, a biotechnology company, from May 2022 to January 2024. Dr. Morrow previously spent over a decade at Amgen, from March 2012 to May 2022, where she served as Vice President and Global Therapeutic Area Head of Hematology, GI Oncology, GU Oncology, and Bone Diseases. Prior to joining Amgen, from June 2006 through February 2012, Dr. Morrow was Assistant Professor in the Department of Breast Medical Oncology at the University of Texas MD Anderson Cancer Center. Dr. Morrow received an M.D. from the University of Texas Medical School at Houston. She completed her internal medicine residency at Baylor College of Medicine and a Hematology/Oncology Fellowship at the University of Texas MD Anderson Cancer Center, where she received the Clifton D. Howe (Fellow of the Year) Award, the American Society of Clinical Oncology Young Investigator Award, and served as the Lyndon Baines Johnson Chief Fellow.
Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Proposal 1: Election of Directors | 30 |
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
| Brian A. Markison | | | | | Director since 2012 Member 65 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. |
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
Brian A. Markison joined the Board in September 2012 and served as Chair from January 2013 until March 1, 2024, when he became our CEO. 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 CEO 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 CEO of King Pharmaceuticals, which he joined as Chief Operating Officer in March 2004, and was promoted to President and CEO 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 Continuing in Office until the 2027 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Proposal 1: Election of Directors | 31 |
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
| Gary J. Pruden | | | | | Director since 2018 Independent 63 years old Committees: Talent and Compensation Committee (Chair) Audit 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 Continuing in Office until the 2027 Annual Meeting of Shareholders
Gary J. Pruden is a Director, Chair of the Talent and Compensation Committee and a member of the Audit Committee, 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 Johnson & Johnson from 1985 until 2017. In April 2016, Mr. Pruden was appointed as a member of the Executive Committee of Johnson & Johnson, where his official title was Executive Vice President, Worldwide Chairperson, Medical Devices. Prior to that, he held roles of increasing responsibility within Johnson & Johnson , 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 Johnson & Johnson subsidiary, from 2006 to 2009, and as President of the Johnson & Johnson 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 Compensation Committee for Ossio Inc., on the Board of Directors and Compensation Committee of Avisi Technologies Inc., and on the Board of Directors of Olympus Corporation and a member of the Nominating and Governance committee, and Chairman of the Quality and Regulatory committee. 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 Continuing in Office until the 2027 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Proposal 1: Election of Directors | 32 |
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
| Dr. James H. Thrall | | | | | Director since 2018 Independent 81 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 Continuing in Office until the 2027 Annual Meeting of Shareholders
Dr. James H. Thrall is a Director, the Chair 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 Continuing in Office until the 2027 Annual Meeting of Shareholders
| Lantheus 2025 Proxy Statement | Director Compensation | 33 |
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 2024, the Nominating and Corporate Governance Committee (in consultation with the Talent and Compensation Committee) recommended, and the Board approved, a modest increase to the annual fee for Board members and an increase to the annual fee for the Chair of the Board, in each case for the April 2024 to April 2025 director term, 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 non-employee 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 (Cash) | Lead Independent Director (Cash) | Member (Cash) | Grant Date Fair Value of Annual Equity Grant | | Board of Directors | $125,000(1) | $95,000 | $60,000(2) | $400,000 | | Audit Committee | $25,000 | — | $12,500 | — | | Talent and Compensation Committee | $20,000 | — | $10,000 | — | | Nominating and Corporate Governance Committee | $15,000 | — | $7,500 | — | | Science and Technology Committee | $15,000 | — | $7,500 | — |
Elements of Director Compensation
| (1) Increased from $117,500 in April 2024. |
Elements of Director Compensation
| (2) Increased from $55,000 in April 2024. |
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 2025 Proxy Statement | Director Compensation | 34 |
Elements of Director Compensation
The following table shows the actual compensation paid to the individuals who served as our non-employee directors in 2024:
Director Compensation
Director Compensation
Director Compensation
| Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Option Awards(3) | Total | | Minnie Baylor-Henry (4) | $83,417 | $199,997 | $199,992 | $483,406 | | Dr. Gérard Ber(5) | $75,917 | $199,997 | $199,992 | $475,906 | | Julie Eastland(6) | $18,125 | $133,263 | $133,294 | $284,682 | | Samuel Leno(7) | $94,667 | $199,997 | $199,992 | $494,656 | | Heinz Mäusli(8) | $82,167 | $199,997 | $199,992 | $482,156 | | Julie McHugh(9) | $83,417 | $199,997 | $199,992 | $483,406 | | Gary J. Pruden(10) | $94,667 | $199,997 | $199,992 | $494,656 | | Dr. James H. Thrall(11) | $90,917 | $199,997 | $199,992 | $490,906 |
Director Compensation
| (1) On March 1, 2024, Ms. Heino retired as CEO and was appointed the Chair of the Board. Effective on the same date, Brian A. Markison, our former Chair of the Board, was appointed our CEO. For information regarding Mr. Markison’s and Ms. Heino’s 2024 compensation, see the Summary Compensation Table below. Dr. Morrow joined the Board on February 1, 2025 and therefore did not receive any compensation in 2024. |
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 2024, 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 ended December 31, 2024, filed with the SEC on February 26, 2025. |
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 2024. 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 ended December 31, 2024, filed with the SEC on February 26, 2025. |
Director Compensation
| (4) On May 9, 2024, Ms. Baylor-Henry was granted 2,635 RSUs and stock options for 4,853 Shares as her regular annual director grant. As of December 31, 2024, Ms. Baylor-Henry held 2,635 unvested RSUs and outstanding options to purchase 12,719 Shares, of which options to purchase 4,853 Shares were unvested. |
Director Compensation
| (5) On May 9, 2024, Dr. Ber was granted 2,635 RSUs and stock options for 4,853 Shares as his regular annual director grant. As of December 31, 2024, Dr. Ber held 2,635 unvested RSUs and outstanding options to purchase 30,200 Shares, of which options to purchase 4,853 Shares were unvested. |
Director Compensation
| (6) On September 10, 2024, Ms. Eastland was granted 1,345 RSUs and stock options for 2,506 Shares as a prorated portion of her regular annual director grant. As of December 31, 2024, Ms. Eastland held 1,345 unvested RSUs and outstanding options to purchase 2,506 Shares, all of which were unvested. |
Director Compensation
| (7) On May 9, 2024, Mr. Leno was granted 2,635 RSUs and stock options for 4,853 Shares as his regular annual director grant. As of December 31, 2024, Mr. Leno held 2,635 unvested RSUs and outstanding options to purchase 8,651 Shares, of which options to purchase 4,853 Shares were unvested. |
Director Compensation
| (8) On May 9, 2024, Mr. Mäusli was granted 2,635 RSUs and stock options for 4,853 Shares as his regular annual director grant. As of December 31, 2024, Mr. Mäusli held 2,635 unvested RSUs and outstanding options to purchase 12,719 Shares, of which options to purchase 4,853 Shares were unvested. |
Director Compensation
| (9) On May 9, 2024, Ms. McHugh was granted 2,635 RSUs and stock options for 4,853 Shares as her regular annual director grant. As of December 31, 2024, Ms. McHugh held 2,635 unvested RSUs and outstanding options to purchase 12,719 Shares, of which options to purchase 4,853 Shares were unvested. |
Director Compensation
| (10) On May 9, 2024, Mr. Pruden was granted 2,635 RSUs and stock options for 4,853 Shares as his regular annual director grant. As of December 31, 2024, Mr. Pruden held 2,635 unvested RSUs and outstanding options to purchase 12,719 Shares, of which options to purchase 4,853 Shares were unvested. |
Director Compensation
| (11) On May 9, 2024, Dr. Thrall was granted 2,635 RSUs and stock options for 4,853 Shares as his regular annual director grant. As of December 31, 2024, Dr. Thrall held 2,635 unvested RSUs and outstanding options to purchase 12,719 Shares, of which options to purchase 4,853 Shares were unvested. |
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 three 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, 2024, 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 in this Proxy Statement under the heading “Short Term Trading, Hedging and Pledging Prohibition” and our insider trading policy described in this Proxy Statement under the heading “Insider Trading Policy.”
Director Compensation
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Business Summary and Performance Highlights
| • | We exceeded our Net Revenue and Bonus Earnings per Share (“Bonus EPS”) (each set forth under the heading “2024 Executive Bonus Plan–Corporate Performance Factor and Actual Achievement” below) targets for the year, as adjusted in December 2024 and further described below. |
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 “2024 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 2024:
Key Compensation Decisions and Actions
| Area | Highlights | | Equity Compensation | • Granted annual equity awards to our NEOs, except for Mr. Markison (as described below), in March 2024 consisting of 50% PSUs, 25% RSUs, and 25% stock options. Pursuant to the terms of Mr. Markison’s employment agreement, his initial equity award granted upon hire consisted of 50% PSUs and 50% RSUs. Beginning in 2025, Mr. Markison’s annual equity award will consist of the same mix as provided to our other executive officers. • We continued to use relative Total Shareholder Return (“rTSR”) against the S&P 400 Health Care Index as the sole metric to measure performance under the 2024 PSUs. • We increased equity award values for certain of our NEOs in 2024 in consideration of our strong performance and continued growth in 2023, as well as our market positioning relative to our peer group. • For the PSU awards granted in 2022, 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. • For the PSUs awarded in March 2025, which are based 100% on rTSR performance, the payout level will be capped at the target level of performance if our absolute Total Shareholder Return (“TSR”) is negative during the performance period. | | Executive Benefits | • Adopted the Lantheus Nonqualified Deferred Compensation Plan (the “LDCP”) in July 2024 to provide key employees, including our NEOs, an additional opportunity for personal financial planning. See the Nonqualified Deferred Compensation Plans section of this Proxy Statement for more information about the LDCP. • Adopted financial advisory services and executive physical health programs in 2024 in which key executives, including our NEOs, are eligible to participate. See the Perquisites and Other Benefits section of this Proxy Statement for more information about these two programs. • In addition to the benefits listed above, our NEOs are also eligible to participate in other retirement, welfare, and employee-benefit programs that are available to all of our eligible employees. | | Stock Ownership Guidelines | • Following a review of market practices, and to further enhance the alignment of our executive officers’ and shareholders’ interests, we increased our stock ownership guidelines from 3x to 6x base salary for our CEO and from 1x to 2x base salary for our other executive officers. See the Stock Ownership and Retention Guidelines section of this Proxy Statement for more information. |
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 following determination of results and Talent and Compensation Committee approval of payouts. | | Variable | Long-Term Incentives | Equity | Variable incentive compensation consisting of a mix of predominantly performance-based, but also time-based, equity awards. This approach 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. |
2024 Total Target Compensation Pay Mix
| (2) Excludes a retention RSU award granted to Dr. Provost in June 2024. |
The Decision-Making Process
| • | administering our equity and cash incentive compensation plans, including authorizing and granting awards under these plans, and monitoring compliance by management with those rules, policies and guidelines for the issuance of awards pursuant to those plans as established by the Talent and Compensation Committee or the Board; |
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 2024, 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 2024, the Talent and Compensation Committee conducted an in-depth assessment of our 2023 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 2024 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 industries | | Size | 1/3x to 3x Lantheus’ trailing 12 months revenue and market capitalization and fewer than 10,000 employees | | Other | Prioritized companies with similar size and valuation characteristics and considered (i) companies with a focus in diagnostics, imaging, injectable products, and/or oncology indications, (ii) companies with a Massachusetts headquarters, (iii) companies considered peers by shareholder advisory firms, and (iv) companies that are frequent peers of our peers |
Market Benchmarking
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 2024, which resulted in the removal of 10x Genomics (TXG) and Amphastar Pharmaceuticals (AMPH) and the addition of Apellis Pharmaceuticals (APLS) and Waters (WAT). Our updated peer group is listed below:
Market Benchmarking
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Market Benchmarking
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 | $2,492M | $14,179M | | 50th Percentile | $1,565M | $8,323M | | 25th Percentile | $936M | $6,608M | | Lantheus | $1,366M | $8,568M |
Market Benchmarking
| * For both Lantheus and peers, revenue is based on publicly available trailing four quarters data information, generally as of March 31, 2024, and market capitalization is as of July 11, 2024 (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.
2024 Executive Bonus Plan
2024 Executive Bonus Plan General Design At the beginning of 2024, the Talent and Compensation Committee established the design parameters for the 2024 Executive Bonus Plan in which all of our executive officers, including our NEOs, participate. The 2024 Executive Bonus Plan is intended to motivate and reward our executives for achievements relative to our corporate and individual objectives and expectations for 2024. The 2024 Executive Bonus Plan consists of the following components: Payouts under the 2024 Executive Bonus Plan are calculated as follows: 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 may be $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 in this Proxy Statement under the heading “Corporate Performance Factor and Actual Achievement.” The “Individual Performance Factor” used in determining payouts for any individual executive under the 2024 Executive Bonus Plan is the percentage reflective of that individual’s performance and achievements during 2024, as determined by the Talent and Compensation Committee, as described in this Proxy Statement 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%.
2024 Executive Bonus Plan
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2024 Executive Bonus Plan
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 2024:
2024 Executive Bonus Plan
| NEO(1) | Base Salary at December 31, 2024 | Target Bonus (% Salary) | Target Bonus | | Brian A. Markison | $950,000 | 100% | $950,000 | | Robert J. Marshall, Jr. | $676,000 | 75% | $507,000 | | Paul M. Blanchfield | $676,000 | 60% | $405,600 | | Amanda M. Morgan | $525,015 | 50% | $262,508 | | Daniel M. Niedzwiecki | $561,600 | 50% | $280,800 | | Dr. Jean-Claude Provost | $556,200 | 50% | $278,100 |
2024 Executive Bonus Plan
| (1) Ms. Heino and Mr. Montagut were not eligible to receive a payout under the 2024 Executive Bonus Plan since they were not employees of the Company on December 31, 2024. |
2024 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 2024. It is our Talent and Compensation Committee’s belief that:
2024 Executive Bonus Plan
| • | Our long-term success depends on our ability to drive sustainable Net Revenue growth; and |
2024 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. |
2024 Executive Bonus Plan
In February 2024, 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 2024. For both metrics, targets were established at a level above our actual performance in 2023. The performance range established for Net Revenue was 90% of target for threshold performance and 110% of target for maximum performance, consistent with the range used in 2023. After a review of market practices and consideration of other factors, the Talent and Compensation Committee approved widening the performance range for Bonus EPS in 2024 to 85% of target for threshold performance and 115% of target for maximum performance. In December 2024, the Talent and Compensation Committee approved minor adjustments to the target performance levels to reflect the impact of certain events that occurred during 2024 that were not anticipated when the original performance levels were established (i.e., the acquisition of Meilleur Technologies and in-licensing deals). The adjustments resulted in a 0.5% increase in the Net Revenue performance target and a 2.8% decrease in the Bonus EPS performance target. The threshold, target and maximum performance levels in place at the end of 2024 for Net Revenue and Bonus EPS are set forth in the table below;(1)
2024 Executive Bonus Plan
| Performance Metric | Weighting | Threshold Performance (50% Payout) | Target Performance (100% Payout) | Maximum Performance (150% Payout) | | Net Revenue(2) | 40% | $1,319M | $1,465M | $1,612M | | Bonus EPS(3) | 30% | $5.02 | $5.91 | $6.79 |
2024 Executive Bonus Plan
| (1) As described above, Net Revenue and Bonus EPS thresholds were adjusted to exclude the effects of certain events outside of the ordinary course that occurred during 2024 that were not anticipated when the original performance levels were established. |
2024 Executive Bonus Plan
| (2) “Net Revenue” for purposes of this performance metric means total revenue net of rebates and allowances. |
2024 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, certain transaction-related costs 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. |
2024 Executive Bonus Plan
Strategic Component The 2024 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
2024 Executive Bonus Plan
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2024 Executive Bonus Plan
beginning of 2024, which are highlighted below, the Talent and Compensation Committee determined in early 2025 that we had either achieved or exceeded each of our strategic objectives, which resulted in the strategic component being earned at 118% of target.
2024 Executive Bonus Plan
| Strategic Objective | Achievement | Rating | | Grow PSMA PET market and strengthen PYLARIFY brand leadership | • Delivered full year PYLARIFY revenue above targeted amount. | Exceeded expectations | | | • PYLARIFY revenue market share slightly below targeted percentage. | Below expectations | | | • Activated additional PMFs, bringing our total up to 62 activated sites as of December 31, 2024. | Achieved expectations | | | • Achieved our targeted batch efficiency doses per batch for PYLARIFY. | Achieved expectations | | | • On track with respect to our Process Performance Qualification (PPQ) timeline. | Achieved expectations | | | • CMS implemented its final rule that created separate payment for radiodiagnostics in 2025; we entered into strategic partnerships with a vast majority of our hospital and free-standing imaging business. | Exceeded expectations | | Solidify our Cardiology Franchise | • Delivered full year DEFINITY revenue above targeted amount. | Exceeded expectations | | | • Increased DEFINITY dose market share in the United States. | Exceeded expectations | | | • Received FDA approval of our sNDA for the use of DEFINITY in pediatric patients with suboptimal echocardiograms in March 2024, and we subsequently launched DEFINITY for such use. | Achieved expectations | | | • Progressed the automation of our manufacturing on time and at the budgeted cost. | Achieved expectations | | Progress PNT2002 clinical plan and prepare for future new drug application (“NDA”) submission | • Progressed manufacturing and test method qualifications for PNT2002. | Achieved expectations | | | • Announced the second interim analysis for SPLASH, which performed at 75% of protocol pre-specified overall survival events demonstrated results for both rPFS and OS that did not materially change from our previous interim analysis at 46% of pre-specified OS events in 2023. | Below expectations | | | • Planned meeting with FDA to discuss path forward based on results of interim analyses. | Below expectations | | Expand our pipeline via lifecycle management, strategic transactions, and Biomarker Solutions | • Executed on a series of in-licensing deals, including TROP2, LRRC15, and RM2, to expand our early-stage oncology portfolio. | Exceeded expectations | | | • Acquired Meilleur Technologies Inc. in June 2024, including the biomarker NAV-4694. | Exceeded expectations | | | • Progressed PYLARIFY lifecycle management efforts. | Achieved expectations | | | • Held a pre-NDA meeting with the FDA for MK-6240. | Exceeded expectations | | | • Signed multiple collaboration deals with pharmaceutical companies and have progressed additional potential transactions with respect to our Biomarkers Solutions business. | Achieved expectations | | | • Progressed two major transactions that were signed in January 2025, including negotiations and diligence. | Exceeded expectations |
2024 Executive Bonus Plan
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2024 Executive Bonus Plan
Based upon our overall performance in 2024, in February 2025, our Talent and Compensation Committee approved a Corporate Performance Factor of 119.2% of target, as highlighted below:
2024 Executive Bonus Plan
| Performance Metric | Weighting | Target Performance | Actual Performance | Payout as % of Target | Weighted Payout % | | Net Revenue | 40% | $1,465M | $1,533M | 123% | 49.4% | | Bonus EPS | 30% | $5.91 | $6.17 | 115% | 34.4% | | Strategic Component | 30% | 100% | 118% | 118% | 35.4% | | Corporate Performance Factor: | | | | | 119.2% |
2024 Executive Bonus Plan
Without the adjustments to the Net Revenue and Bonus EPS performance levels, the Corporate Performance Factor would have been 117.3%, slightly lower than the Corporate Performance Factor approved by the Talent and Compensation Committee. Individual Performance Factor and Actual Achievement The 2024 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 2024. The Talent and Compensation Committee reviewed the CEO’s assessment of each NEO’s performance and, in consultation with the non-executive 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 2024 Executive Bonus Plan payout. Individual performance was not assessed for Ms. Heino or Mr. Montagut since neither were eligible to receive a payout under the 2024 Executive Bonus Plan. 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:
2024 Executive Bonus Plan
| NEO | Individual Performance Factor | Talent and Compensation Committee Recognized Achievements | | Brian A. Markison | 105% | • Successfully transitioned as CEO, effectively articulating and driving company strategy to optimize shareholder value. • Enhanced and prioritized M&A efforts that align to long-term strategy and pipeline including global rights to Life Molecular’s RM2 and acquisition of Meilleur Technologies, Inc. • Continued to drive performance of PYLARIFY and DEFINITY while ensuring the organization effectively leveraged resources to meet shareholder returns with achievement against our financial goals. • Focused on driving a performance-based culture. | | Robert J. Marshall, Jr. | 105% | • Provided strong financial management of Lantheus’ capital structure and balance sheet. • Continued leadership over ERP implementation, managing stabilization period and navigating system optimization. • Attracted key talent for critical roles within the Finance organization. | | Paul M. Blanchfield | 105% | • Successfully supported CEO transition collaborating with new CEO to manage long-term strategy and day-to-day operations. • Continued uptake of responsibilities in role, including coaching the Chief Commercial Officer in expanded role and navigating the Chief Medical Officer transition. • Worked to build bridges across the organization with peers and outside his remit, balancing strategic perspective, listening, and desired outcomes. |
2024 Executive Bonus Plan
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2024 Executive Bonus Plan
| NEO | Individual Performance Factor | Talent and Compensation Committee Recognized Achievements | | Amanda M. Morgan | 105% | • Developed and executed strategy to navigate competitive headwinds, including expanded PMF partnership, strategic contracting, Five Star Alliance, and led the outperformance of the PYLARIFY budget. • Attracted key talent for critical roles within the Commercial organization. | | Daniel M. Niedzwiecki | 105% | • Managed the diligence and execution of key acquisition targets and partnerships. • Elevated enterprise risk and compliance management function in their corporate oversight. • Attracted key talent for critical roles within the Human Resources organization. • Proactive enterprise wide thought partner, elevating the organization to new standards. | | Dr. Jean-Claude Provost | 100% | • Supported Chief Medical Officer onboarding and transition plan. • Supported the CEO and executive team on early-stage assets and external M&A opportunities. • Provided broad organizational support across R&D and business development infrastructure. |
2024 Executive Bonus Plan
Final Payouts under the 2024 Executive Bonus Plan The approved Corporate Performance Factor and Individual Performance Factors for each NEO, other than Ms. Heino and Mr. Montagut, produced the following payouts under the 2024 Executive Bonus Plan:
2024 Executive Bonus Plan
| NEO | Base Salary at December 31, 2024 | Target Bonus % | Corporate Performance Factor | Individual Performance Factor | | Resulting Payout | | Brian A. Markison | $950,000x | 100%x | 119.2%x | 105% | = | $1,189,020 | | Robert J. Marshall, Jr. | $676,000x | 75%x | 119.2%x | 105% | = | $634,561 | | Paul M. Blanchfield | $676,000x | 60%x | 119.2%x | 105% | = | $507,649 | | Amanda M. Morgan | $525,015x | 50%x | 119.2%x | 105% | = | $328,554 | | Daniel M. Niedzwiecki | $561,600x | 50%x | 119.2%x | 105% | = | $351,449 | | Dr. Jean-Claude Provost | $556,200x | 50%x | 119.2%x | 100% | = | $331,495 |
2024 Executive Bonus Plan
Based on the Talent and Compensation Committee’s certification of results, our NEOs received 124% 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 2024, our target mix for annual long-term incentive 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.
Long-Term Incentives
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Long-Term Incentives
In March 2024, in consultation with Pearl Meyer, the Talent and Compensation Committee granted PSUs utilizing the following design: 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, 2024, to December 31, 2026. 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 2024 PSUs is as follows:
Long-Term Incentives
| Lantheus 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. Long-term Incentive Award Values for 2024 The target values of annual long-term incentive awards for our NEOs in 2024 were as follows:
Long-Term Incentives
| NEO | PSUs(1) | RSUs | Stock Options | 2024 Total LTI Value | | Brian A. Markison(2) | $4,250,000 | $4,250,000 | — | $8,500,000 | | Robert J. Marshall, Jr. | $1,575,000 | $787,500 | $787,500 | $3,150,000 | | Paul M. Blanchfield | $1,575,000 | $787,500 | $787,500 | $3,150,000 | | Amanda M. Morgan | $750,000 | $375,000 | $375,000 | $1,500,000 | | Daniel M. Niedzwiecki | $1,312,500 | $656,250 | $656,250 | $2,625,000 | | Dr. Jean-Claude Provost(3) | $800,000 | $400,000 | $400,000 | $1,600,000 | | Etienne Montagut | $1,350,000 | $675,000 | $675,000 | $2,700,000 |
Long-Term Incentives
| (1) For PSUs, the value shown reflects the approved 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) Pursuant to Mr. Markison’s employment agreement, his 2024 annual long-term incentive award consisted of 50% PSUs and 50% RSUs. Beginning in 2025, his annual long-term incentive award will consist of the same mix as provided to our other executive officers. |
Long-Term Incentives
| (3) Dr. Provost also received an award of RSUs with a fair market value of $500,000 in June 2024 as a retention mechanism following his transition from our Chief Medical Officer to our Chief Science Officer. This award is excluded from the table above. |
Long-Term Incentives
Due to the timing of her transition to our non-executive Chair of the Board, Ms. Heino did not receive an annual long-term incentive award as an employee and instead received an annual long-term incentive award pursuant to our director compensation program in 2024. Payout of 2022 PSUs The annual PSUs that were granted to each of our NEOs (other than Mr. Markison, Ms. Morgan, and Dr. Provost) on March 3, 2022 (the “2022 PSUs”) became earned and settled in March 2025 at 200% of target (i.e., maximum
Long-Term Incentives
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Long-Term Incentives
performance achievement). In February 2025, the Talent and Compensation Committee certified achievement at 200% of target as a result of our 100th percentile TSR relative to the constituents of the S&P 600 Health Care Index over the three-year performance period that began January 1, 2022 and ended December 31, 2024. The number of Shares earned and vested under the 2022 PSUs relative to the target number of Shares awarded are shown below:
Long-Term Incentives
| Name | Target PSUs Awarded | Resulting Share Payout | | Robert J. Marshall, Jr. | 17,274 | 34,548 | | Paul M. Blanchfield | 13,769 | 27,538 | | Daniel M. Niedzwiecki | 10,514 | 21,028 | | Mary Anne Heino | 50,070 | 100,140 | | Etienne Montagut | 11,896 | 23,792 |
Long-Term Incentives
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 (i) retire from the Company at age 55 or older and who have provided service to the Company for at least 10 years (and met any other requirements set forth in the applicable equity agreement) and (ii) provide any required notice specified in the applicable equity agreement, outstanding long-term incentive awards will be treated as follows at the time of retirement:
Long-Term Incentives
| • | 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; |
Long-Term Incentives
| • | 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; and |
Long-Term Incentives
| • | Unvested time-based RSUs will be forfeited. |
Long-Term Incentives
This feature is included in the applicable award agreements for long-term incentive awards made in or after fiscal year 2022. As of December 31, 2024, Mr. Markison and Ms. Heino are the only NEOs who have met the retirement qualifications. Changes for 2025 For 2025, the Talent and Compensation Committee approved the same long-term incentive mix and PSU program design as utilized in 2024 (including use of rTSR as the sole metric under the PSU program) except that, beginning with PSUs granted in March 2025, the payout of such PSUs will be capped at the target level of performance if our absolute TSR is negative during the performance period. This change was implemented after a review of market practices and to mitigate the potential for a wide misalignment between shareholder experience and executive payouts.
Long-Term Incentives
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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.
Post-Employment Compensation Arrangements
Post-Employment Compensation Arrangements Payments upon Termination or Change of Control 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 in this Proxy Statement under the heading “ Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control .” Mr. Montagut’s Consulting Agreement In connection with his departure as our Chief Business Officer on May 30, 2024, we entered into a Consulting Agreement, dated May 30, 2024, with Mr. Montagut (the “Montagut Agreement”), whereby Mr. Montagut ceased being an executive officer and our Chief Business Officer effective and beginning May 30, 2024. Under the terms of the Montagut Agreement, Mr. Montagut became an independent contractor to provide specified transaction support, knowledge transfer, and other services as requested by us through the earliest of (i) May 30, 2027, (ii) a change in control of the Company, or (iii) a termination date as determined by us or Mr. Montagut (“the Consulting Period”). During the Consulting Period, Mr. Montagut will continue to vest in his outstanding equity awards pursuant to the terms applicable at the time the awards were granted and will be reimbursed for pre-approved and documented out-of-pocket expenses incurred. The Montagut Agreement also provides for continued vesting or acceleration of unvested equity awards in connection with certain qualifying terminations of the Montagut Agreement or a change of control of the Company, respectively. Additional details on these arrangements can be found in this Proxy Statement 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 and clear performance objectives |
Compensation Risk Assessment
| • | Our long-term incentive 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
| • | Our Talent and Compensation Committee annually reviews our executive compensation peer group for appropriateness |
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 approximately 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 Annual Report on 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). Our Talent and Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the Company based on equity award grant dates. Award recipients, including our NEOs, derive value from their stock options based on the appreciation in value of the underlying Shares. 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. As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information relating to a stock option granted to Mary Anne Heino, our former CEO who now serves as our Chair of the Board, on May 9, 2024, as her regular annual grant for her services as a non-employee director following her retirement, as such option was granted within four business days prior to filing a Current Report on Form 8-K reporting that Dr. Jean-Claude Provost, our former Chief Medical Officer, would no longer be serving in that role.
Equity Grant Timing and Stock Option Exercise Price
| Name | Grant date | Number of securities underlying the award | Exercise price of the award ($/Sh) | Grant date fair value of the award (1) ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Mary Anne Heino | 5/9/2024 | 4,853 | $75.90 | $199,992 | 1.9% |
Equity Grant Timing and Stock Option Exercise Price
| (1) The option award has a ten-year term and vests in full on May 9, 2025. The grant date fair value has been calculated in accordance with FASB ASC Topic 718. The exercise price of the option is equal to the closing price of our common stock on the date of grant. |
Equity Grant Timing and Stock Option Exercise Price
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Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022 The following table sets forth certain information with respect to compensation of our named executive officers for the years ended December 31, 2024, and, if applicable, 2023 and 2022:
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| Name Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Brian A. Markison | 2024 | $855,000 | — | $11,106,152 | — | $1,189,020 | $250,525 | $13,400,697 | | Chief Executive Officer | | | | | | | | | | Robert J. Marshall, Jr. | 2024 | $669,000 | — | $3,328,227 | $787,483 | $634,561 | $15,525 | $5,434,796 | | Chief Financial Officer and Treasurer | 2023 | $569,836 | — | $2,528,846 | $495,933 | $718,575 | $12,821 | $4,326,011 | | | 2022 | $496,246 | $50,000 | $2,068,648 | $431,224 | $502,337 | $11,164 | $3,559,619 | | Paul M. Blanchfield | 2024 | $669,000 | — | $3,328,227 | $787,483 | $507,649 | $15,525 | $5,307,884 | | President | 2023 | $614,500 | — | $3,379,211 | $749,918 | $548,730 | $12,881 | $5,305,240 | | | 2022 | $468,624 | — | $1,875,739 | $570,615 | $480,060 | $13,725 | $3,408,763 | | Amanda M. Morgan(6) | 2024 | $504,819 | — | $1,584,833 | $374,975 | $328,554 | $15,525 | $2,808,706 | | Chief Commercial Officer | | | | | | | | | | Daniel M. Niedzwiecki Chief Administrative Officer, General Counsel and Corporate Secretary | 2024 | $555,785 | — | $2,773,526 | $656,224 | $351,449 | $15,348 | $4,352,332 | | | 2023 | $527,500 | — | $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 | | Dr. Jean-Claude Provost(7) | 2024 | $548,526 | — | $2,190,556 | $399,997 | $331,495 | $14,769 | $3,485,343 | | Chief Science Officer | 2023 | $540,000 | — | $1,777,514 | $399,993 | $361,800 | — | $3,079,307 | | Mary Anne Heino(8) Former Chief Executive Officer | 2024 | $255,577 | — | — | — | — | $532,019 | $787,596 | | | 2023 | $873,628 | — | $8,332,445 | $1,874,997 | $1,484,050 | $13,725 | $12,578,845 | | | 2022 | $833,035 | — | $5,996,133 | $1,249,974 | $1,386,079 | $14,224 | $9,479,445 | | Etienne Montagut(9) Former Chief Business Officer | 2024 | $281,308 | — | $2,852,754 | $674,991 | — | $13,266 | $3,822,319 | | | 2023 | $459,075 | — | $1,517,716 | $341,515 | $554,760 | $13,725 | $2,886,791 | | | 2022 | $386,573 | $100,000 | $1,424,605 | $296,979 | $288,853 | $13,725 | $2,510,736 |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (1) Bonuses were provided in 2022 to Messrs. Niedzwiecki and Montagut in connection with closing of our strategic collaboration with POINT Biopharma Global, Inc. and to Mr. Marshall in recognition of his significant contributions to our credit facility refinancing, convertible note issuance and stock repurchase. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (2) Reflects the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in valuation of stock-based awards are discussed in Note 15 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 26, 2025. The table below shows the grant date fair value of the PSUs included in the stock awards column for each year, and the maximum grant date fair value assuming that the highest level of performance conditions was achieved: |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| Name | Grant Date | Units Granted (#) | Grant Date Fair Value ($) | Maximum Grant Date Fair Value ($) | | Brian A. Markison | | | | | | PSUs | 3/1/2024 | 65,748 | $6,856,201 | $13,712,404 | | Robert J. Marshall, Jr. | | | | | | PSUs | 3/1/2024 | 24,365 | $2,540,782 | $5,081,564 | | PSUs | 3/2/2023 | 13,522 | $1,707,964 | $3,415,928 | | PSUs | 3/3/2022 | 17,274 | $1,637,402 | $3,274,804 | | Amanda M. Morgan | | | | | | PSUs | 3/1/2024 | 11,602 | $1,209,857 | $2,419,714 | | Paul M. Blanchfield | | | | | | PSUs | 3/1/2024 | 24,365 | $2,540,782 | $5,081,564 | | 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 | | Daniel M. Niedzwiecki | | | | | | PSUs | 3/1/2024 | 20,304 | $2,117,301 | $4,234,602 | | 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 | $1,993,244 |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
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Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| Name | Grant Date | Units Granted (#) | Grant Date Fair Value ($) | Maximum Grant Date Fair Value ($) | | Dr. Jean-Claude Provost | | | | | | PSUs | 3/1/2024 | 12,376 | $1,290,569 | $2,581,138 | | PSUs | 3/2/2023 | 10,906 | $1,377,537 | $2,755,074 | | 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 | | Etienne Montagut | | | | | | PSUs | 3/1/2024 | 20,884 | $2,177,784 | $4,355,568 | | PSUs | 3/2/2023 | 9,312 | $1,176,199 | $2,352,398 | | PSUs | 3/3/2022 | 11,896 | $1,127,622 | $2,255,244 |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (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 2024. 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 ended December 31, 2024, filed with the SEC on February 26, 2025. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (4) Represents amounts earned under the Executive Bonus Plan. Unless deferred under the LDCP, 2024 amounts were paid in February 2025. Mr. Blanchfield and Ms. Morgan each elected to defer a portion of their 2024 Executive Bonus Plan award, as described below under the heading “Nonqualified Deferred Compensation Plans”. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (5) The amounts shown for 2024 consist of 401(k) matching contributions for all NEOs. For Mr. Markison, this value also includes $200,000 for a relocation reimbursement and $35,000 in fees received as a non-employee director for a portion of 2024. For Ms. Heino, this value also includes $502,614 received under our director compensation program ($102,625 in cash, $199,997 in stock awards, and $199,992 in option awards) for service as our non-executive Chair of the Board beginning on March 1, 2024, and $19,080 in COBRA payments from March 1, 2024 to December 31, 2024. The amount reported for Ms. Heino’s stock award reflects the aggregate grant date fair value, calculated in accordance with the FASB ASC Topic 718, of RSUs granted in 2024, excluding the effect of estimated forfeitures. The amount reported for Ms. Heino’s option award reflects the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of options granted in 2024. The assumptions used in the valuation of stock and 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 ended December 31, 2024, filed with the SEC on February 26, 2025. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (6) Ms. Morgan was not an NEO in 2023 or 2022. In accordance with SEC rules, no amounts are shown for her in these years |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (7) Dr. Provost was not an NEO in 2022. In accordance with SEC rules, no amounts are shown for him for this year. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (8) Ms. Heino served as our CEO until March 1, 2024. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
| (9) Mr. Montagut served as our Chief Business Officer until June 17, 2024. Although he was not an NEO in 2023, Mr. Montagut’s 2023 compensation is included in accordance with SEC rules. |
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
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Grants of Plan-Based Awards for Fiscal 2024
Grants of Plan-Based Awards for Fiscal 2024 The table below provides information regarding awards made to our NEOs during 2024 under the 2024 Executive Bonus Plan and our Equity Incentive Plan.
Grants of Plan-Based Awards for Fiscal 2024
| | 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: 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 (#) | | | | | | Brian A. Markison | | — | $950,000 | $2,137,500 | | | | | | | | | | 3/1/2024 | | | | 32,874 | 65,748 | 131,496 | | | | $6,856,204 | | | 3/1/2024 | | | | | | | 65,748 | | | $4,249,951 | | Robert J. Marshall, Jr. | | — | $507,000 | $1,140,750 | | | | | | | | | | 3/1/2024 | | | | 12,183 | 24,365 | 48,730 | | | | $2,540,782 | | | 3/1/2024 | | | | | | | 12,182 | | | $787,444 | | | 3/1/2024 | | | | | | | | 21,652 | $64.64 | $787,483 | | Paul M. Blanchfield | | — | $405,600 | $912,600 | | | | | | | | | | 3/1/2024 | | | | 12,183 | 24,365 | 48,730 | | | | $2,540,782 | | | 3/1/2024 | | | | | | | 12,182 | | | $787,444 | | | 3/1/2024 | | | | | | | | 21,652 | $64.64 | $787,483 | | Amanda M. Morgan | | — | $262,508 | $590,643 | | | | | | | | | | 3/1/2024 | | | | 5,801 | 11,602 | 23,204 | | | | $1,209,857 | | | 3/1/2024 | | | | | | | 5,801 | | | $374,977 | | | 3/1/2024 | | | | | | | | 10,310 | $64.64 | $374,975 | | Daniel M. Niedzwiecki | | — | $280,800 | $631,800 | | | | | | | | | | 3/1/2024 | | | | 10,152 | 20,304 | 40,608 | | | | $2,117,301 | | | 3/1/2024 | | | | | | | 10,152 | | | $656,225 | | | 3/1/2024 | | | | | | | | 18,043 | $64.64 | $656,224 | | Dr. Jean-Claude Provost | | — | $278,100 | $625,725 | | | | | | | | | | 3/1/2024 | | | | 6,188 | 12,376 | 24,752 | | | | $1,290,569 | | | 3/1/2024 | | | | | | | 6,188 | | | $399,992 | | | 3/1/2024 | | | | | | | | 10,998 | $64.64 | $399,997 | | | 6/17/2024 | | | | | | | 6,051 | | | $499,994 | | Mary Anne Heino(7) | 5/9/2024 | — | — | — | | | | | 4,853 | $75.90 | $199,992 | | | 5/9/2024 | | | | | | | 2,635 | | | $199,997 | | Etienne Montagut(8) | | — | — | — | | | | | | | | | | 3/1/2024 | | | | 10,442 | 20,884 | 41,768 | | | | $2,177,784 | | | 3/1/2024 | | | | | | | 10,442 | | | $674,971 | | | 3/1/2024 | | | | | | | | 18,559 | $64.64 | $674,991 |
Grants of Plan-Based Awards for Fiscal 2024
| (1) The dollar amounts in these columns reflect target and maximum payouts under the 2024 Executive Bonus Plan. There is no threshold-level payout under the 2024 Executive Bonus Plan. The maximum payout under the 2024 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, and (ii) a maximum of 150% of the target payout based on achievement of individual performance objectives. The actual amount earned by each NEO under the 2024 Executive Bonus Plan is reported in the ‘‘Non-Equity Incentive Plan Compensation’’ column in the Summary Compensation Table above. For additional information about our 2024 Executive Bonus Plan and a discussion of how these amounts are determined, please see the Compensation Discussion and Analysis section titled ‘‘2024 Executive Bonus Plan” of this Proxy Statement. |
Grants of Plan-Based Awards for Fiscal 2024
| (2) The numbers in these columns reflect threshold, target and maximum Shares that may be earned in respect of PSUs granted in 2024, 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” of this Proxy Statement. |
Grants of Plan-Based Awards for Fiscal 2024
| (3) The numbers in these columns reflect the number of RSUs granted to our NEOs in 2024, 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 2024
| (4) The numbers in these columns reflect the number of stock options granted to our NEOs in 2024, 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 2024
| (5) The exercise price of stock options represents the closing stock price on the date of grant of a Share. |
Grants of Plan-Based Awards for Fiscal 2024
| (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 2024
| (7) Due to her transition to our non-executive Chair of the Board in March 2024, Ms. Heino was not eligible for a payout under the 2024 Executive Bonus Plan and did not receive any long-term incentive awards in 2024 for service as our CEO. She received long-term incentive awards under our director compensation program. |
Grants of Plan-Based Awards for Fiscal 2024
| (8) Due to his departure as our Chief Business Officer in June 2024, Mr. Montagut was not eligible for a payout under the 2024 Executive Bonus Plan. |
Grants of Plan-Based Awards for Fiscal 2024
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Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following tables include certain information with respect to equity awards held by our NEOs as of December 31, 2024, based on the closing stock price of $89.46 per Share on that date:
Outstanding Equity Awards at December 31, 2024
| | | Option Awards | | | | Stock Awards | | | | | NEO Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($) | | Brian A. Markison | | | | | | | | | | | Options(2) | 5/6/2022 | 4,068 | — | $64.20 | 5/6/2032 | | | | | | Options(2) | 5/11/2023 | 3,798 | — | $99.38 | 5/11/2033 | | | | | | RSUs(3) | 3/1/2024 | | | | | 65,748 | $5,881,816 | | | | PSUs(4) | 3/1/2024 | | | | | | | 131,496 | $11,763,632 | | Robert J. Marshall, Jr. | | | | | | | | | | | Options(2) | 3/3/2022 | 9,848 | 4,925 | $49.93 | 3/3/2032 | | | | | | Options(2) | 3/2/2023 | 3,940 | 7,882 | $73.35 | 3/2/2033 | | | | | | Options(2) | 3/1/2024 | — | 21,652 | $64.64 | 3/1/2034 | | | | | | RSUs(3) | 3/3/2022 | | | | | 2,879 | $257,555 | | | | RSUs(3) | 3/2/2023 | | | | | 4,508 | $403,286 | | | | RSUs(3) | 8/29/2023 | | | | | 3,248 | $290,566 | | | | RSUs(3) | 3/1/2024 | | | | | 12,182 | $1,089,802 | | | | PSUs(4) | 3/3/2022 | | | | | | | 34,548 | $3,090,664 | | PSUs(4) | 3/2/2023 | | | | | | | 27,044 | $2,419,356 | | PSUs(4) | 3/1/2024 | | | | | | | 48,730 | $4,359,386 | | Paul M. Blanchfield | | | | | | | | | | | Options(2) | 3/3/2022 | 7,850 | 3,926 | $49.93 | 3/3/2032 | | | | | | Options(2) | 7/15/2022 | 3,616 | 1,809 | $70.65 | 7/15/2032 | | | | | | Options(2) | 3/2/2023 | 3,960 | 7,920 | $73.35 | 3/2/2033 | | | | | | Options(2) | 4/17/2023 | 1,675 | 3,350 | $89.16 | 4/17/2033 | | | | | | Options(2) | 3/1/2024 | — | 21,652 | $64.64 | 3/1/2034 | | | | | | RSUs(3) | 3/3/2022 | | | | | 2,295 | $205,311 | | | | RSUs(3) | 7/15/2022 | | | | | 1,071 | $95,812 | | | | RSUs(3) | 3/2/2023 | | | | | 4,530 | $405,254 | | | | RSUs(3) | 4/17/2023 | | | | | 1,881 | $168,274 | | | | RSUs(3) | 3/1/2024 | | | | | 12,182 | $1,089,802 | | | | PSUs(4) | 3/3/2022 | | | | | | | 27,538 | $2,463,549 | | PSUs(4) | 3/2/2023 | | | | | | | 27,178 | $2,431,344 | | PSUs(4) | 4/17/2023 | | | | | | | 11,286 | $1,009,646 | | PSUs(4) | 3/1/2024 | | | | | | | 48,730 | $4,359,386 | | Amanda M. Morgan | | | | | | | | | | | Options(2) | 12/15/2022 | 3,621 | 1,811 | $52.72 | 12/15/2032 | | | | | | Options(2) | 3/1/2024 | — | 10,310 | $64.64 | 3/1/2034 | | | | | | RSUs(3) | 12/15/2022 | | | | | 1,028 | $91,965 | | | | RSUs(3) | 3/2/2023 | | | | | 300 | $26,838 | | | | RSUs(3) | 3/1/2024 | | | | | 5,801 | $518,957 | | | | PSUs(4) | 3/2/2023 | | | | | | | 8,860 | $792,616 | | PSUs(4) | 3/1/2024 | | | | | | | 23,204 | $2,075,830 |
Outstanding Equity Awards at December 31, 2024
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Outstanding Equity Awards at December 31, 2024
| | | Option Awards | | | | Stock Awards | | | | | NEO Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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) | 3/3/2022 | 5,994 | 2,998 | $49.93 | 3/3/2032 | | | | | | Options(2) | 3/2/2023 | 2,398 | 4,798 | $73.35 | 3/2/2033 | | | | | | Options(2) | 4/17/2023 | 653 | 1,307 | $89.16 | 4/17/2033 | | | | | | Options(2) | 3/1/2024 | — | 18,043 | $64.64 | 3/1/2034 | | | | | | RSUs(3) | 3/3/2022 | | | | | 1,753 | $156,823 | | | | RSUs(3) | 3/2/2023 | | | | | 2,744 | $245,478 | | | | RSUs(3) | 4/17/2023 | | | | | 734 | $65,664 | | | | RSUs(3) | 3/1/2024 | | | | | 10,152 | $908,198 | | | | PSUs(4) | 3/3/2022 | | | | | | | 21,028 | $1,881,165 | | PSUs(4) | 3/2/2023 | | | | | | | 16,462 | $1,472,691 | | PSUs(4) | 4/17/2023 | | | | | | | 4,402 | $393,803 | | PSUs(4) | 3/1/2024 | | | | | | | 40,608 | $3,632,792 | | Dr. Jean-Claude Provost | | | | | | | | | | | Options(2) | 3/2/2023 | 3,178 | 6,357 | $73.35 | 3/2/2033 | | | | | | Options(2) | 3/1/2024 | — | 10,998 | $64.64 | 3/1/2034 | | | | | | RSUs(3) | 3/2/2023 | | | | | 3,636 | $325,277 | | | | RSUs(3) | 3/1/2024 | | | | | 6,188 | $553,578 | | | | RSUs(3) | 6/17/2024 | | | | | 6,051 | $541,322 | | | | PSUs(4) | 3/2/2023 | | | | | | | 21,812 | $1,951,302 | | PSUs(4) | 3/1/2024 | | | | | | | 24,752 | $2,214,314 | | Mary Anne Heino | | | | | | | | | | | Options(2) | 3/3/2022 | 28,548 | 14,274 | $49.93 | 3/3/2032 | | | | | | Options(2) | 3/2/2023 | 14,898 | 29,798 | $73.35 | 3/2/2033 | | | | | | Options(2) | 5/9/2024 | — | 4,853 | $75.90 | 5/9/2034 | | | | | | RSUs(3) | 3/3/2022 | | | | | 8,345 | $746,544 | | | | RSUs(3) | 3/2/2023 | | | | | 17,042 | $1,524,577 | | | | RSUs(3) | 5/9/2024 | | | | | 2,635 | $235,727 | | | | PSUs(4) | 3/3/2022 | | | | | | | 100,140 | $8,958,524 | | PSUs(4) | 3/2/2023 | | | | | | | 102,248 | $9,147,106 | | Etienne Montagut | | | | | | | | | | | Options(2) | 3/3/2022 | 3,391 | 3,392 | $49.93 | 3/3/2032 | | | | | | Options(2) | 3/2/2023 | 1,357 | 5,428 | $73.35 | 3/2/2033 | | | | | | Options(2) | 3/1/2024 | — | 18,559 | $64.64 | 3/1/2034 | | | | | | RSUs(3) | 3/3/2022 | | | | | 1,983 | $177,399 | | | | RSUs(3) | 3/2/2023 | | | | | 3,104 | $277,684 | | | | RSUs(3) | 3/1/2024 | | | | | 10,442 | $934,141 | | | | PSUs(4) | 3/3/2022 | | | | | | | 23,792 | $2,128,432 | | PSUs(4) | 3/2/2023 | | | | | | | 18,624 | $1,666,103 | | PSUs(4) | 3/1/2024 | | | | | | | 41,768 | $3,736,565 |
Outstanding Equity Awards at December 31, 2024
| (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, 2024. |
Outstanding Equity Awards at December 31, 2024
| (2) Except for the stock options granted to Mr. Markison on May 6, 2022 and May 11, 2023 and to Ms. Heino on May 9, 2024, which were granted under our non-employee director compensation program and vest on the first anniversary of the grant date, stock options vest in |
Outstanding Equity Awards at December 31, 2024
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Outstanding Equity Awards at December 31, 2024
| three equal installments on each of the first three anniversaries of the grant date. Vesting of stock options is generally subject to an NEO’s continuous provision of service to the Company. In the event an NEO’s service is terminated by reason of retirement at or after age 55 with ten or more years of service and the NEO has (i) met any other requirements set forth in the applicable equity agreement and (ii) provided any required notice specified in the applicable equity agreement, vested stock options will remain exercisable for up to three years following termination, unless the option terminates on an earlier date pursuant to its terms. |
Outstanding Equity Awards at December 31, 2024
| (3) Except for the RSUs granted to Ms. Heino on May 9, 2024, which were granted under our non-employee director compensation program and vest on the first anniversary of the grant date, RSUs vest in three equal installments on each of the first three anniversaries of the grant date. Vesting of RSUs is generally subject to an NEO’s continuous provision of service to the Company. |
Outstanding Equity Awards at December 31, 2024
| (4) PSUs are earned based on the Company’s rTSR performance over a three-year performance period beginning on January 1 in the year of grant and generally vest on the third anniversary of the grant date, except that the PSUs granted on April 17, 2023, will vest on March 2, 2026. All PSUs are reported assuming a maximum level of performance will be achieved. Vesting of PSUs is generally subject to an NEO’s continuous provision of service to the Company. In the event an NEO’s service is terminated by reason of retirement at or after age 55 with ten or more years of service and the NEO has (i) met any other requirements set forth in the applicable equity agreement and (ii) provided any required notice specified in the applicable equity agreement, 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 NEO is employed during the performance period relative to the total number of days in the performance period. |
Option Exercises and Stock Vested for Fiscal 2024
Option Exercises and Stock Vested for Fiscal 2024 The following table shows the value realized by executive officers upon the exercise of stock options and vesting of RSUs and PSUs during 2024.
Option Exercises and Stock Vested for Fiscal 2024
| | 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) ($) | | Brian A. Markison | 32,768 | $2,712,707 | 2,012 | $156,695 | | Robert J. Marshall, Jr. | — | — | 76,201 | $5,044,564 | | Paul M. Blanchfield | — | — | 46,026 | $3,066,490 | | Amanda M. Morgan | — | — | 1,177 | $105,808 | | Daniel M. Niedzwiecki | — | — | 21,608 | $1,454,252 | | Dr. Jean-Claude Provost | — | — | 1,817 | $118,759 | | Mary Anne Heino | — | — | 206,259 | $13,481,088 | | Etienne Montagut | 4,747 | $93,041 | 31,634 | $2,067,598 |
Option Exercises and Stock Vested for Fiscal 2024
| (1) Value realized represents the difference between the closing price per Share 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 2024
| (2) Value realized represents the closing price per Share on the vesting date, multiplied by the number of Shares vested. |
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans In July 2024, our Talent and Compensation Committee adopted the LDCP, which became effective on October 1, 2024, to provide key employees, including our NEOs, with an additional opportunity for personal financial planning. Under the LDCP, which is an elective nonqualified deferred compensation plan, participants are eligible to defer up to 80% of base salary and up to 80% of any Executive Bonus Plan award beginning in 2025. For 2024, participants were not eligible to defer any base salary and could only defer up to 25% of their 2024 Executive Bonus Plan award. Additionally, Company matching or employer contributions may be credited to the plan, although no such matching or employer contributions were made for 2024. Any matching or employer contributions cliff vest after the earlier of (i) five years, (ii) the participant reaching age 55, (iii) death, or (iv) disability. All amounts deferred or credited to a participant’s account are notionally invested in investment funds selected by the participant. Amounts deferred (and earnings on those amounts) are generally distributed following termination of employment unless the participant has elected an earlier distribution date, which may be no earlier than January 1st of the second year following the year of deferral. Vested company matching or employer contributions (and earnings on those amounts) are generally distributed following termination of employment. Participants can elect to receive distributions in a lump sum, in annual installments over a period of not more than ten years for a qualifying distribution event (as defined in the LDCP), or in annual installments over a period of not more than five years if distributions are made prior to termination of employment.
Nonqualified Deferred Compensation Plans
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Nonqualified Deferred Compensation Plans
2024 Nonqualified Deferred Compensation Table The following table provides information on nonqualified deferred compensation for our NEOs during the fiscal year ended December 31, 2024:
Nonqualified Deferred Compensation Plans
| Name | Executive Contributions in 2024(1) ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2024 ($) | | Brian A. Markison | — | — | — | — | — | | Robert J. Marshall, Jr. | — | — | — | — | — | | Paul M. Blanchfield | $126,912 | — | — | — | $126,912 | | Amanda M. Morgan | $20,535 | — | — | — | $20,535 | | Daniel M. Niedzwiecki | — | — | — | — | — |
Nonqualified Deferred Compensation Plans
| (1) Reflects notional credits to participant accounts in the LDCP. Amounts are also included as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. |
Nonqualified Deferred Compensation Plans
Ms. Heino, Dr. Provost and Mr. Montagut are excluded from the table above as they were not eligible to participate in the LDCP in 2024.
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control Employment Agreement for Brian A. Markison Brian A. Markison assumed the role of Executive Chairman effective January 23, 2024, until March 1, 2024, when he became our CEO. In connection with Mr. Markison’s employment as interim Executive Chairman and permanent CEO, the Company entered into an employment agreement with Mr. Markison, effective as of January 23, 2024 (the “Start Date”). 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, if Mr. Markison is terminated due to death or permanent disability (as defined in the employment agreement), he will be eligible to receive a prorated portion of his target annual bonus, as in effect on the date of separation, based on the percentage of the fiscal year that has elapsed as of the separation date and payable in a lump sum on the Company’s first regular payroll date following the date that a separation agreement becomes fully effective and irrevocable. 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 (the “Code”). If any payments or benefits from the Company in the nature of compensation that are paid to or for Mr. Markison’s benefit, whether paid or payable pursuant to his employment agreement or otherwise (each, a “Payment”), would subject him 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 Mr. Markison 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 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
Messrs. Marshall, Blanchfield, and Niedzwiecki, Ms. Morgan, and Dr. Provost We have entered into severance arrangements with each of our NEOs (except Mr. Markison, who is described above), which are consistent with severance arrangements that are provided to the CEO’s direct reports at the Senior Vice President level and above. In the event of termination by the Company or the individual for any reason, Messrs. Marshall, Blanchfield, and Niedzwiecki, Ms. Morgan, and Dr. Provost will receive any earned, but unpaid, base salary and annual bonus. 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
No compensation is due to Messrs. Marshall, Blanchfield, and Niedzwiecki, Ms. Morgan, and Dr. Provost 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, consistent with the provision under Mr. Markison’s employment agreement, each of the severance arrangements with Messrs. Marshall, Blanchfield, and Niedzwiecki, Ms. Morgan and Dr. Provost 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 Code. Consulting Agreement for Etienne Montagut Mr. Montagut’s Consulting Agreement Pursuant to the Montagut Agreement, in the event of termination of the Montagut Agreement by the Company other than for a material breach or by Mr. Montagut for good reason, or in the event of a change of control of the Company, all unvested equity-based awards held by Mr. Montagut as the of the effective date of the Montagut Agreement (the “Unvested Montagut Awards”) will be treated as follows:
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | If the Company terminates the Montagut Agreement other than for a material breach (as described in the Montagut Agreement) on or before May 30, 2026, the Unvested Montagut Awards will continue to vest until May 30, 2026. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | If the Company terminates the Montagut Agreement other than for a material breach after May 30, 2026, then a pro rata percentage of any then-remaining Unvested Montagut Awards will vest as of such date of termination, with (i) PSUs vesting as to a percentage (no greater than 100%) equal to the aggregate number of days of service Mr. Montagut rendered during the term of the Montagut Agreement and prior employment with the Company withing the vesting period of such PSUs, divided by 1,095, and (ii) all RSUs and stock options vesting as to a percentage (no greater than 100%) equal to the aggregate number of days of service Mr. Montagut rendered during the term of the Montagut Agreement within the vesting tranche of such award, divided by 365. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | In connection with a change of control on or before the later of (i) May 30, 2026 or the end of the term of the Montagut Agreement, the Unvested Montagut Awards will be accelerated and vested in full. |
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 agreements described above assuming that each covered circumstance occurred on December 31, 2024. 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. Ms. Heino is excluded from the table below since she was not an employee of the Company as of December 31, 2024, and so would not have been entitled to any such payouts.
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| | Death or Permanent Disability | Termination not in Connection with a Change in Control | | | Termination in Connection with a Change in Control | | | | | Name | Cash Severance(1) ($) | Cash Severance(2) ($) | Total Benefits(3) ($) | Total Value ($) | Cash Severance(2) ($) | Total Benefits(3) ($) | Value of Accelerated Equity(4) ($) | Total Value ($) | | Brian A. Markison | $950,000 | $1,900,000 | $22,289 | $1,922,289 | $3,800,000 | $44,578 | $11,763,632 | $15,608,210 | | Robert J. Marshall, Jr. | — | $1,183,000 | $23,503 | $1,206,503 | $2,366,000 | $47,006 | $7,834,979 | $10,247,985 | | Paul M. Blanchfield | — | $1,081,600 | $35,804 | $1,117,404 | $2,163,200 | $71,608 | $7,951,635 | $10,186,443 | | Amanda M. Morgan | — | $787,523 | $34,943 | $822,466 | $1,575,045 | $69,886 | $2,394,413 | $4,039,344 | | Daniel M. Niedzwiecki | — | $842,400 | $34,943 | $877,343 | $1,684,800 | $69,886 | $5,710,414 | $7,465,100 | | Dr. Jean-Claude Provost | — | $834,300 | — | $834,300 | $1,668,600 | — | $3,878,367 | $5,546,967 | | Etienne Montagut | — | — | — | — | — | — | $5,836,940(5) | $5,836,940 |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (1) Calculated based on full-year annual target bonus at December 31, 2024. Mr. Markison is the only NEO eligible to receive payments upon a termination due to death or permanent disability. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (2) Calculated based on annual base salary and full-year annual target bonus at December 31, 2024. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (3) Total Benefits represent the Company-paid portion of COBRA. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (4) Amounts in the ‘‘Value of Accelerated Equity” column are calculated based on the closing price of our Shares on December 31, 2024 ($89.46). 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 $89.46 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 $89.46. PSUs are counted using the target amount. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (5) Acceleration triggered by change in control of the Company, regardless of whether the Montagut Agreement is terminated. |
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 2024 median of the annual total compensation of all our employees who were employed as of December 31, 2024, other than our CEO, Mr. Markison, was $203,408; Mr. Markison’s 2024 annual total compensation, calculated as described below for the purposes of the pay ratio rule, was $13,495,697. Mr. Markison was our CEO as of December 31, 2024, the date we chose to determine our median-paid employee. To calculate Mr. Markison’s 2024 annual total compensation for the pay ratio rule, we annualized the salary he earned between January 23, 2024, the day he first began earning a base salary from us, through December 31, 2024; as a result, this amount differs from his compensation as reported in the Summary Compensation Table. 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 66 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, 2024, annualizing such data for those individuals who were employed for less than the full year in 2024. As of December 31, 2024, our total population, excluding our CEO, consisted of 807 employees located in the United States, Canada and Sweden. Two of these employees in the United States were hired in December and did not receive any payments prior to December 31, 2024. Pursuant to SEC rules, we excluded 10 employees located in Canada and 15 employees located in Sweden to identify our median paid employee. After applying this exemption and excluding employees who were not paid prior to December 31, 2024, the employee population used for purposes of identifying the median employee consisted of 780 employees. We then calculated the annual compensation of the median employee using the same methodology used to calculate Mr. Markison’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 2025 Proxy Statement | Executive Compensation | 69 |
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
Pay Versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for First PEO ($) | Compensation Actually Paid to First PEO (2) ($) | Summary Compensation Table Total for Second PEO ($) | Compensation Actually Paid to Second PEO (2) ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid for non-PEO NEOs (2) ($) | LNTH Total Shareholder Return ($) | Peer Group Total Shareholder Return (3) ($) | Net Income (Loss) (in mil.) ($) | Net Revenue (in mil.) (4) ($) | | 2024 | $13,400,697 | $18,842,599 | $787,596 | $9,638,155 | $4,201,897 | $7,579,287 | $436.18 | $122.71 | $312.4 | $1,533.9 | | 2023 | $12,578,845 | $19,689,764 | N/A | N/A | $3,956,571 | $4,739,128 | $302.29 | $116.57 | $326.7 | $1,296.4 | | 2022 | $9,479,445 | $21,038,162 | N/A | N/A | $2,968,158 | $5,209,956 | $248.46 | $115.97 | $28.1 | $935.1 | | 2021 | $6,185,143 | $14,893,416 | N/A | N/A | $1,571,289 | $2,161,359 | $140.86 | $145.06 | $(71.3) | $425.2 | | 2020 | $4,326,357 | $300,587 | N/A | N/A | $1,114,249 | $601,962 | $65.77 | $130.27 | $(13.5) | $339.4 |
Pay Versus Performance Table
| (1) Mary Anne Heino is the First PEO for the fiscal years ended December 31, 2020, 2021, 2022, and 2023, and the Second PEO for the fiscal year ended December 31, 2024. Brian A. Markison is the First PEO for the fiscal year ended December 31, 2024. The categorization of the PEOs was determined based on who held the role of PEO as of the end of each covered fiscal year. The non-PEO NEOs reflect the following individuals in each year: |
Pay Versus Performance Table
2024: Robert J. Marshall, Jr., Paul M. Blanchfield, Amanda M. Morgan, Daniel M. Niedzwiecki, Dr. Jean-Claude Provost, Etienne Montagut 2023: Robert J. Marshall, Jr., Paul M. Blanchfield, Daniel M. Niedzwiecki, Dr. Jean-Claude Provost 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 2020: Robert J. Marshall, Jr., John Bolla, Michael P. Duffy, Dr. Istvan Molnar
Pay Versus Performance Table
| (2) “Compensation Actually Paid” to the PEO and non-PEO NEOs reflects the following adjustments from “total compensation” reported in the Summary Compensation Table: |
Pay Versus Performance Table
| | 2024 | | 2023 | 2022 | 2021 | 2020 | | | First PEO $ | Second PEO $ | First PEO $ | First PEO $ | First PEO $ | First PEO $ | | Summary Compensation Table Total | 13,400,697 | 787,596 | 12,578,845 | 9,479,445 | 6,185,143 | 4,326,357 | | Adjustments for Stock and Option Awards: | | | | | | | | (Subtraction): Value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (11,106,152) | — | (10,207,442) | (7,246,107) | (4,036,516) | (2,895,255) | | 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 | 16,486,730 | 476,619 | 8,152,008 | 6,639,815 | 6,809,771 | 2,169,385 | | 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 | — | 7,712,613 | 4,392,380 | 9,278,284 | 5,429,728 | (2,315,727) | | 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 | 61,324 | 661,327 | 4,773,973 | 2,886,725 | 505,290 | (984,173) | | (Subtraction): Fair value at the end of the prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | 18,842,599 | 9,638,155 | 19,689,764 | 21,038,162 | 14,893,416 | 300,587 |
Pay Versus Performance Table
| Lantheus 2025 Proxy Statement | Executive Compensation | 70 |
Pay Versus Performance Table
| | 2024 | 2023 | 2022 | 2021 | 2020 | | | Average of non-PEO NEOs $ | Average of non-PEO NEOs $ | Average of non-PEO NEOs $ | Average of non-PEO NEOs $ | Average of non-PEO NEOs $ | | Summary Compensation Table Total | 4,201,897 | 3,956,571 | 2,968,158 | 1,571,289 | 1,114,249 | | Adjustments for Stock and Option Awards: | | | | | | | (Subtraction): Value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (3,289,879) | (2,881,763) | (2,047,348) | (988,038) | (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 | 4,922,192 | 2,230,819 | 1,848,646 | 1,089,451 | 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 | 1,589,744 | 834,986 | 1,770,326 | 540,943 | (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 | 155,333 | 598,515 | 670,174 | 85,754 | (94,514) | | (Subtraction): Fair value at the end of the prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | — | — | — | (138,040) | — | | Compensation Actually Paid (as calculated) | 7,579,287 | 4,739,128 | 5,209,956 | 2,161,359 | 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 TSR set forth in this table utilizes the S&P 400 Health Care Index, which we also utilized as our comparator group for our 2024 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
| (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 PEOs, 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, 2024, filed with the SEC on February 26, 2025. |
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 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
| Lantheus 2025 Proxy Statement | Executive Compensation | 71 |
Pay Versus Performance: Graphical Description
CAP and Cumulative TSR / Cumulative TSR of the Peer Group In thousands, CAP for our Second PEO was $9,638 in 2024, which value is not shown in the chart above for ease of readability. We did not have a Second PEO in 2023, 2022, 2021, or 2020. CAP and Company Net Income In thousands, CAP for our Second PEO was $9,638 in 2024, which value is not shown in the chart above for ease of readability. We did not have a Second PEO in 2023, 2022, 2021, or 2020.
Pay Versus Performance: Graphical Description
| Lantheus 2025 Proxy Statement | Executive Compensation | 72 |
Pay Versus Performance: Graphical Description
CAP and Company Net Revenue In thousands, CAP for our Second PEO was $9,638 in 2024, which value is not shown in the chart above for ease of readability. We did not have a Second PEO in 2023, 2022, 2021, or 2020.
Pay Versus Performance: Graphical Description
| Lantheus 2025 Proxy Statement | Executive Compensation | 73 |

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 I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Class I Directors for Election for a Three-Year Term Expiring at the 2028 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

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 III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Class III Directors Continuing in Office until the 2027 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

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

Business Summary and Performance Highlights

Key Compensation Decisions and Actions

Key Compensation Decisions and Actions

Elements of Compensation

2024 Total Target Compensation Pay Mix

The Decision-Making Process

The Decision-Making Process

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking