DEF 14A of Lantheus Holdings, Inc.

Filed Mar 20, 2026 · FY20250001193125-26-117649

Open on EDGAR

Proposal 1: Election of Class II Directors
Proposal 1: Election of Class II Directors Our Board is currently comprised of ten 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 or removal. If our shareholders approve Proposal 4 to amend our Amended and Restated Certificate of Incorporation to declassify our Board of Directors, then an annual election of directors would be phased in over a three-year period beginning at the 2027 Annual Meeting. This year, our Class II directors—Ms. Minnie Baylor-Henry, Mr. Heinz Mäusli, Ms. Julie McHugh and Dr. Phuong Khanh (P.K.) Morrow — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2029 Annual Meeting of Shareholders and a successor is duly elected and qualified or until her or his earlier death, resignation 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
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Director Nominee Biographies
Director Nominee Biographies Set forth below are the biographies for the Class II director nominees and each person whose term of office as a director will continue after the Annual Meeting.
Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
| Minnie Baylor-Henry | | | | | Director since 2022 Independent 78 years old Committees: Nominating and Corporate Governance 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. Career Highlights: • Current President, B-Henry & Associates, a consulting firm focused on providing regulatory and compliance strategy services to life sciences companies (2015 – present) • Former Worldwide Vice President for Regulatory Affairs, Johnson & Johnson’s Medical Devices & Diagnostics business where Ms. Baylor-Henry was directly responsible for coordinating the regulatory strategy for the approval of a wide portfolio of products globally • Former National Director for Regulatory & Capital Markets Consulting, Deloitte & Touche • Various former roles at U.S. Food and Drug Administration (the “FDA”), 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 (1991-1999) • Former President & Board Chair, Drug Information Association and the Food and Drug Law Institute Other Public Company Boards: • Current Director, Apyx Medical Corp • Former Director, scPharmaceuticals Other Boards: • Howard University • Dress for Success Boston Education: • Pharmacy Degree, Howard University’s College of Pharmacy • J.D., Catholic University’s Columbus School of Law |
Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
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Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
| Heinz Mäusli | | | | | Director since 2020 Independent 63 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. Career Highlights: • Former Chief Financial Officer (“CFO”), Advanced Accelerator Applications S.A., (2003 to 2018) • Former management consultant for a number of strategy projects in both Europe and the United States for Accenture and Gemini Consulting, as well as independently Other Boards: Current • Director, Inventiva SA Prior • Director and Chairperson of the Audit Committee, Progenics Pharmaceuticals, Inc. (November 2019 until its acquisition by the Company) Education: • Lic. oec., University of St.Gallen, Switzerland • MBA, Columbia University |
Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
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Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
| Julie McHugh | | | | | Director since 2017 Independent 61 years old Committees: Nominating and Corporate Governance Committee (Chair) | Specific Expertise: Ms. McHugh was chosen as our Lead Independent Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry. Career Highlights: • Former Chief Operating Officer, Endo Health Solutions, Inc., where Ms. McHugh was responsible for the specialty pharmaceutical and generic drug businesses • Former CEO, Nora Therapeutics, Inc., a venture capital backed biotech startup company focused on developing novel therapies for the treatment of infertility disorders • Former Company Group Chairperson for the Worldwide Virology business unit of Johnson & Johnson • Former President, Centocor, Inc., a Johnson & Johnson subsidiary, where Ms. McHugh oversaw the development and launches of several products, including Remicade® (infliximab) • Led marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc. Other Public Company Boards: Current • Chairperson of the Board of Directors and a member of the Nominating and Governance Committee and Audit Committee, Ironwood Pharmaceuticals, Inc. Other Boards and Awards: Current • Director, New Xellia Group A/S • Senior Advisory Board, HealthCare Royalty Partners Prior • Director, Evelo Biosciences Inc. • Director, Aerie Pharmaceuticals Inc. • Director, Trevena Pharmaceuticals • Director, EPIRUS Pharmaceuticals, Inc. • Director, ViroPharma Inc • Director, Biotechnology Industry Organization • Director, New England Healthcare Institute • Director, Pennsylvania Biotechnology Association Education: • B.S., Pennsylvania State University • MBA, St. Joseph’s University |
Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
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Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
| Dr. Phuong Khanh (P.K.) Morrow | | | | | Director since 2025 Independent 52 years old Committees: Science and Technology Committee Talent and Compensation 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. Career Highlights: • Current Head of Oncology Therapeutic Area Unit (OTAU) at Takeda, where she is responsible for the company’s oncology research and development strategy and development portfolio (January 2024 to present) • Former Chief Medical Officer, CRISPR Therapeutics, where she led a cross-functional team of physicians, scientists and development team members overseeing end-to-end development of clinical programs spanning hematology, oncology, diabetes and cardiovascular diseases, helped to shepherd the development and subsequent approval of exa-cel, the first CRISPR-edited gene therapy to be approved by the FDA for the treatment of severe sickle cell disease and transfusion-dependent beta-thalassemia (May 2022 to January 2024) • Former Vice President and Global Therapeutic Area Head of Hematology, GI Oncology, GU Oncology, and Bone Diseases, Amgen (March 2012 to May 2022) • Former Assistant Professor in the Department of Breast Medical Oncology at the University of Texas MD Anderson Cancer Center (June 2006 to February 2012) Awards: Hematology/Oncology fellowship at the University of Texas MD Anderson Cancer Center • Clifton D. Howe (Fellow of the Year) Award • American Society of Clinical Oncology Young Investigator Award • Lyndon Baines Johnson Chief Fellow Education: • Internal medicine residency at Baylor College of Medicine • M.D., University of Texas Medical School at Houston |
Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
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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
| Gary J. Pruden | | | | | Director since 2018 Independent 64 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. Career Highlights: • Former Executive Vice President, Worldwide Chairperson, Medical Devices, Johnson & Johnson (April 2016 to 2017) • Former Worldwide Chairperson in the Medical Devices Division, Johnson & Johnson (2015 to 2016) • Former Worldwide Chairperson of Global Surgery Group, Johnson & Johnson (2012 to 2015) • Former Company Group Chairperson, Ethicon, Inc., a Johnson & Johnson subsidiary (2009 to 2012) • Former Worldwide President of Ethicon, Inc., a Johnson & Johnson subsidiary (2006 to 2009) • Former President, Janssen-Ortho Inc., a Johnson & Johnson subsidiary (2004 to 2006) Other Boards: • Director and Member of Compensation Committee, Ossio Inc. • Director and Member of Compensation Committee, Avisi Technologies Inc. • Director and Member of the Nominating and Governance Committee and Chairman of the Science and Technology Committee, Olympus Corporation • Board of Trustees, Rider University (2011 to 2015) Education: • B.S. in Finance, Rider University |
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
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Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
| Dr. James H. Thrall | | | | | Director since 2018 Independent 82 years old Committees: Science and Technology Committee (Chair) Nominating and Corporate Governance 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. Career Highlights: • Distinguished Juan M. Taveras Professorship of Radiology, Harvard Medical School • Former Chairperson of the Department of Radiology, Massachusetts General Hospital (1988 until 2013) • Former Chairperson of Radiology and Physician Trustee and Vice Chairperson of the Board of Governors of the Henry Ford Medical Staff, Henry Ford Hospital (1983 until 1988) • Former Professor, University of Michigan Other Board and Awards: • Member, National Academy of Medicine Education: • M.D. University of Michigan |
Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders
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Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
| Mary Anne Heino | | | | | Director since 2015 Chair 66 years old Committees: Science and Technology Committee | Specific Expertise: Ms. Heino was chosen as a Director because of her current and former role as our CEO, which gives her an extensive understanding of our business and operations, and because of her broad experience in the pharmaceutical industry. Career Highlights: • Current Executive Chairperson (since November 2025) and CEO of the Company (since January 2026) • Former CEO of the Company (August 2015 until March 2024) • Former Chief Operating Officer of the Company (March 2015 until August 2015) • Former Chief Commercial Officer of the Company (April 2013 until March 2015) Education: • B.S., Nursing, City University of New York • B.S. Biology, State University of New York at Stony Brook • MBA, Stern School of Business at New York University |
Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
| Dr. Gérard Ber | | | | | Director since 2020 Independent 68 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. Career Highlights: • Co-Founder and former Chief Operating Officer of Advanced Accelerator Applications S.A. (2002 until January 2018) Other Boards: Prior • Director, Evergreen Theragnostics, Inc. • Director, Progenics Pharmaceuticals, Inc. Education: • Doctorate, Université of Pharmacy of Grenoble France |
Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
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Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
| Julie Eastland | | | | | Director since 2024 Independent 61 years old Committees: Audit Committee Talent and Compensation Committee | Specific Expertise: Ms. Eastland was chosen as a Director because of her extensive biotechnology expertise across finance, strategic planning, operations and transactions. Career Highlights: • Current President and CEO, Zentalis Corporation • Former CEO, Harpoon Therapeutics (November 2021 until March 2024) • Former Chief Financial and Business Officer, Rainier Therapeutics, Inc. (2018 to 2020) • Former Chief Business Officer and Chief Financial Officer, Cascadian Therapeutics, Inc. (September 2010 until March 2018) • Former CFO and Vice President of Finance, VLST Corporation (January 2006 until September 2010) • Former Vice President of Strategic Planning, Dendreon Corporation (October 2000 until October 2005) • Former Controller, Amgen (March 1996 to April 1998) Other Boards: Current • Director, Zentalis Corporation • Director, Member of Audit and Compensation Committees, Seismic Therapeutic (since September 2024) Prior • Director and Chair of Audit Committee, Dynavax Technologies Corporation (July 2020 until May 2025) • Director (October 2018 until March 2024) and Chair of Audit Committee (from 2018 until 2021), Harpoon Therapeutics • Director, Graybug Vision (September 2020 until March 2023) Education: • B.S., Finance, Colorado State University • MBA, Heriot-Watt University of the Edinburgh University in Scotland |
Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
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Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
| Samuel Leno | | | | | Director since 2012 Independent 80 years old Committees: Audit Committee (Chair) | Specific Expertise: Mr. Leno was chosen as a Director because of his financial expertise and industry background. Career Highlights: • Former Executive Vice President and Chief Operations Officer, Boston Scientific • Former Executive Vice President, Finance and Information Systems and CFO, Boston Scientific • Former Executive Vice President, Finance and Corporate Services and CFO, Zimmer Holdings, Inc. • Former CFO, Arrow Electronics, Inc. • Former CFO, Corporate Express, Inc. • Former CFO, Coram Healthcare • Various former senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation • Former Lieutenant, United States Navy Other Boards: Current • Director and Chair of Audit Committee, GCM Manufacturing Prior • Director and Chair of Audit Committee, Zest Anchors, Inc. • Director and Member of Audit Committee, Omnicare • Director and Member of Audit Committee, TomoTherapy, Inc. • Director, Endotronix, Inc. Education: • B.S., Accounting, Northern Illinois University • MBA, Roosevelt University |
Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders
| Lantheus 2026 Proxy Statement | Director Compensation | 27 |
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 2025, 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 the Chair of the Board, the Lead Independent Director, the Nominating and Corporate Governance Committee Chair and the Science and Technology Committee Chair, in each case for the May 2025 to May 2026 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 | $135,000(1) | $100,000(2) | $60,000 | $400,000 | | Audit Committee | $25,000 | — | $12,500 | — | | Talent and Compensation Committee | $20,000 | — | $10,000 | — | | Nominating and Corporate Governance Committee | $16,000(3) | — | $7,500 | — | | Science and Technology Committee | $16,000(3) | — | $7,500 | — |
Elements of Director Compensation
| (1) Increased from $125,000 in May 2025. |
Elements of Director Compensation
| (2) Increased from $95,000 in May 2025. |
Elements of Director Compensation
| (3) Increased from $15,000 in May 2025. |
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
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Director Compensation
Director Compensation The following table shows the actual compensation paid to the individuals who served as our non-employee directors in 2025:
Director Compensation
| Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Option Awards(3) | Total | | Minnie Baylor-Henry (4) | $80,833 | $199,941 | $199,983 | $480,757 | | Dr. Gérard Ber(5) | $65,875 | $199,941 | $199,983 | $465,799 | | Julie Eastland(6) | $76,667 | $199,941 | $199,983 | $476,591 | | Samuel Leno(7) | $89,375 | $199,941 | $199,983 | $489,299 | | Heinz Mäusli(8) | $80,000 | $199,941 | $199,983 | $479,924 | | Julie McHugh(9) | $152,660 | $199,941 | $199,983 | $552,584 | | Dr. Phuong Khanh (P.K.) Morrow(10) | $54,792 | $249,885 | $249,983 | $554,660 | | Gary J. Pruden(11) | $92,500 | $199,941 | $199,983 | $492,424 | | Dr. James H. Thrall(12) | $89,000 | $199,941 | $199,983 | $488,924 |
Director Compensation
| (1) Effective November 7, 2025, Ms. Heino was appointed to serve as our Executive Chairperson of the Board and principal executive officer. Additionally, on January 1, 2026, Ms. Heino became our CEO. Mr. Markison, our former CEO, retired from the Company and as a member of our Board effective December 31, 2025. For information regarding Mr. Markison’s and Ms. Heino’s 2025 compensation, see the Summary Compensation Table below. |
Director Compensation
| (2) The amounts in the stock awards column reflect the aggregate grant date fair value, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), of RSUs (as defined below) granted in 2025, 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 13 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026 (our “2025 Form 10-K”). |
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 2025. The assumptions used in the valuation of option awards are discussed in Note 13 in our Audited Consolidated Financial Statements included in our 2025 Form 10-K. |
Director Compensation
| (4) On May 14, 2025, Ms. Baylor-Henry was granted 2,537 RSUs and stock options for 4,543 Shares as her regular annual director grant. As of December 31, 2025, Ms. Baylor-Henry held 2,537 unvested RSUs and outstanding options to purchase 17,262 Shares, of which options to purchase 4,543 Shares were unvested. |
Director Compensation
| (5) On May 14, 2025, Dr. Ber was granted 2,537 RSUs and stock options for 4,543 Shares as his regular annual director grant. As of December 31, 2025, Dr. Ber held 2,537 unvested RSUs and outstanding options to purchase 34,743 Shares, of which options to purchase 4,543 Shares were unvested. |
Director Compensation
| (6) On May 14, 2025, Ms. Eastland was granted 2,537 RSUs and stock options for 4,543 Shares as her regular annual director grant. As of December 31, 2025, Ms. Eastland held 2,537 unvested RSUs and outstanding options to purchase 7,049 Shares, of which options to purchase 4,543 Shares were unvested. |
Director Compensation
| (7) On May 14, 2025, Mr. Leno was granted 2,537 RSUs and stock options for 4,543 Shares as his regular annual director grant. As of December 31, 2025, Mr. Leno held 2,537 unvested RSUs and outstanding options to purchase 13,194 Shares, of which options to purchase 4,543 Shares were unvested. |
Director Compensation
| (8) On May 14, 2025, Mr. Mäusli was granted 2,537 RSUs and stock options for 4,543 Shares as his regular annual director grant. As of December 31, 2025, Mr. Mäusli held 2,537 unvested RSUs and outstanding options to purchase 17,262 Shares, of which options to purchase 4,543 Shares were unvested. |
Director Compensation
| (9) On May 14, 2025, Ms. McHugh was granted 2,537 RSUs and stock options for 4,543 Shares as her regular annual director grant. As of December 31, 2025, Ms. McHugh held 2,537 unvested RSUs and outstanding options to purchase 17,262 Shares, of which options to purchase 4,543 Shares were unvested. |
Director Compensation
| (10) On February 7, 2025, Dr. Morrow was granted 563 RSUs and stock options for 1,015 Shares as an initial grant in connection with her appointment to the Board. On May 14, 2025, Dr. Morrow was granted 2,537 RSUs and stock options for 4,543 Shares as her regular annual director grant. As of December 31, 2025, Dr. Morrow held 3,100 unvested RSUs and outstanding options to purchase 5,558 Shares, all of which were unvested. |
Director Compensation
| (11) On May 14, 2025, Mr. Pruden was granted 2,537 RSUs and stock options for 4,543 Shares as his regular annual director grant. As of December 31, 2025, Mr. Pruden held 2,537 unvested RSUs and outstanding options to purchase 17,262 Shares, of which options to purchase 4,543 Shares were unvested. |
Director Compensation
| (12) On May 14, 2025, Dr. Thrall was granted 2,537 RSUs and stock options for 4,543 Shares as his regular annual director grant. As of December 31, 2025, Dr. Thrall held 2,537 unvested RSUs and outstanding options to purchase 17,262 Shares, of which options to purchase 4,543 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, 2025, 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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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 “2025 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 2025:
Key Compensation Decisions and Actions
| Area | Highlights | | Equity Compensation | • Granted annual equity awards to our NEOs, except for Ms. Heino and Dr. Dinkelborg (as described below), in March 2025 consisting of 50% PSUs, 25% RSUs, and 25% stock options. Ms. Heino and Dr. Dinkelborg received equity awards consisting of 50% RSUs and 50% stock options upon their respective appointments in November and August 2025. Ms. Heino also received an equity award consisting of 50% RSUs and 50% stock options in May 2025 in connection with her service as our non-executive Chair of the Board. • 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 2025 PSUs. For the 2025 PSUs, we added a provision that caps the payout at the target level of performance if our absolute Total Shareholder Return (“TSR”) is negative during the performance period. • We increased equity award values for certain of our NEOs in 2025 in consideration of our strong performance and continued growth in 2024, as well as our market positioning relative to our peer group. • For the PSU awards granted in 2023, we certified our three-year rTSR performance against the S&P 400 Health Care Index, which resulted in the vesting of 162.8% of the target number of Shares subject to those PSU awards. | | Executive Benefits | • Offered key employees, including our NEOs, the opportunity to participate in the Lantheus Nonqualified Deferred Compensation Plan (the “LDCP”) as an additional option for personal financial planning. See the Nonqualified Deferred Compensation Plans section of this Proxy Statement for more information about the LDCP. • Offered financial advisory services and an executive physical health program to our key executives, including our NEOs. 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. |
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 and annually following the close of the previous fiscal year. |
The Decision-Making Process
| • | administering our equity-based compensation and overseeing design and implementation of our 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 2025, 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 2025, the Talent and Compensation Committee conducted an in-depth assessment of our 2024 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 2025 peer group based on the following criteria:
Market Benchmarking
| Screening Criteria | Description | | Industry | U.S.-based publicly traded companies in the commercial biotechnology, pharmaceutical, health care 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, one change to our peer group for 2025, which resulted in the replacement of Natera (NTRA) with Acadia Pharmaceuticals (ACAD). 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 | $2,756M | $10,866M | | 50th Percentile | $1,874M | $6,848M | | 25th Percentile | $1,018M | $3,949M | | Lantheus | $1,526M | $5,702M |
Market Benchmarking
| * For both Lantheus and peers, revenue is based on publicly available trailing four quarters data information, generally as of March 31, 2025, and market capitalization is as of July 8, 2025 (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.
2025 Executive Bonus Plan
2025 Executive Bonus Plan General Design At the beginning of 2025, the Talent and Compensation Committee established the design parameters for the 2025 Executive Bonus Plan in which all of our executive officers, including our NEOs, participate. The 2025 Executive Bonus Plan is intended to motivate and reward our executives for achievements relative to our corporate and individual objectives and expectations for 2025. The 2025 Executive Bonus Plan consists of the following components: Payouts under the 2025 Executive Bonus Plan are calculated as follows: The “Corporate Performance Factor” is comprised of a financial component (weighted 60%) (compared to 70% in 2024) and a strategic component (weighted 40%) (compared to 30% in 2024). For 2025, we decreased the weight on the financial component and increased the weight on the strategic component based on a holistic assessment of our strategic priorities for that year, with a strong emphasis on advancing and expanding our radiopharmaceutial portfolio and capabilities. 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 2025 Executive Bonus Plan is the percentage reflective of that individual’s performance and achievements during 2025, 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%.
2025 Executive Bonus Plan
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2025 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. For 2025, the Talent and Compensation Committee approved increasing the target bonus opportunity for Mr. Markison from 100% to 110% following a review of competitive market data. The 2025 target bonus opportunities approved by the Talent and Compensation Committee for our NEOs are shown below:
2025 Executive Bonus Plan
| Name(1) | Base Salary at December 31, 2025 | Target Bonus (% Salary) | Target Bonus | | Mary Anne Heino(2) | $1,000,000 | N/A | N/A | | Robert J. Marshall, Jr. | $703,040 | 75% | $527,280 | | Dr. Ludger Dinkelborg(3) | $581,526 | 50% | $121,881 | | Amanda M. Morgan | $546,016 | 50% | $273,008 | | Daniel M. Niedzwiecki | $595,296 | 50% | $297,648 | | Brian A. Markison | $1,000,000 | 110% | $1,100,000 |
2025 Executive Bonus Plan
| (1) Mr. Blanchfield was not eligible to receive a payout under the 2025 Executive Bonus Plan since he was not an employee of the Company on December 31, 2025. Prior to his cessation of service, his target bonus opportunity was 70% of base salary. |
2025 Executive Bonus Plan
| (2) Ms. Heino was not eligible to participate in the 2025 Executive Bonus Plan per the terms of her offer letter effective November 7, 2025. |
2025 Executive Bonus Plan
| (3) Dr. Dinkelborg’s target bonus was prorated to reflect his partial tenure with the Company during 2025. Values have been converted from Euros to U.S. dollars using the exchange rate in effect as of December 31, 2025 of €1.0 = $1.1748. |
2025 Executive Bonus Plan
Corporate Performance Factor and Actual Achievement Financial Component The Talent and Compensation Committee selected Net Revenue and Bonus EPS, each weighted 30% of the payout under the Corporate Performance Factor, respectively, as the financial component metrics for 2025. It is our Talent and Compensation Committee’s belief that:
2025 Executive Bonus Plan
| • | Our long-term success depends on our ability to drive sustainable Net Revenue growth; and |
2025 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. |
2025 Executive Bonus Plan
In February 2025, 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 2025. For both metrics, targets were established at a level above our actual performance in 2024. For 2025, the performance range for Net Revenue was widened to 85% of target for threshold performance and 115% of target for maximum performance based on our evaluation of market conditions and the performance range for Bonus EPS was maintained at 85% of target for threshold performance and 115% of target for maximum performance. In December 2025, the Talent and Compensation Committee approved adjustments to the target performance levels to reflect the impact of certain business development and non-recurring transactions that occurred during 2025 that were not anticipated when the original performance levels were established (i.e., the acquisitions of Evergreen and Life Molecular). The adjustments resulted in a 3.7% increase in the Net Revenue performance target and a 2.4% decrease in the Bonus EPS performance target. The threshold, target and maximum performance levels in place at the end of 2025 for Net Revenue and Bonus EPS are set forth in the table below;
2025 Executive Bonus Plan
| Performance Metric(1) | Weighting | Threshold Performance (50% Payout) | Target Performance (100% Payout) | Maximum Performance (150% Payout) | | Net Revenue(2) | 30% | $1,440M | $1,694M | $1,948M | | Bonus EPS(3) | 30% | $5.22 | $6.14 | $7.06 |
2025 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 2025 that were not anticipated when the original performance levels were established. |
2025 Executive Bonus Plan
| (2) “Net Revenue” for purposes of this performance metric means total revenue net of rebates and allowances. |
2025 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. |
2025 Executive Bonus Plan
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2025 Executive Bonus Plan
Strategic Component The 2025 Executive Bonus Plan contains a strategic component based on performance against our strategic objectives. The strategic component is weighted at 40% of the total payout under the Corporate Performance Factor. Based on the three strategic objectives approved by the Talent and Compensation Committee at the beginning of 2025, which are highlighted below, the Talent and Compensation Committee determined in early 2026 that we had achieved each of our strategic objectives to the effect of the strategic component being earned at 80% of target.
2025 Executive Bonus Plan
| Strategic Objective | Achievement | Rating | | Advance and expand our radiopharmaceutical portfolio and capabilities | • Filed investigational new drug (“IND”) application for LNTH-2403 for osteosarcoma | Achieved expectations | | | • Filed IND application for LNTH-2401/2402 for prostate cancer | Achieved expectations | | | • Submitted NDA for MK-6240 | Achieved expectations | | | • Completed CMC development and Phase 3 trial for NAV-4694 | Below Expectations | | | • Enrolled last patient in PYLARIFY clinical trial for patients with favorable intermediate-risk prostate cancer | Achieved expectations | | | • Announced and closed strategic acquisitions of Life Molecular and Evergreen | Exceeded expectations | | Enhance systems, processes, policies and infrastructure that support innovation, productivity, scale and positive employee experience | • Implemented Enterprise Master Data (“EMD”) program, technology and processes by launching EMD governance council and streamlined customer on boarding process | Achieved expectations | | | • Transitioned to direct billing for partner’s PET manufacturing facilities (“PMFs”) network | Achieved expectations | | | • Implemented a new electronic quality management system | Achieved expectations | | | • Implemented data privacy and protection and associated change management | Achieved expectations | | | • Achieved milestones in critical areas of risk management | Achieved expectations | | | • Fostered a pay for performance culture by developing and implementing a new performance management framework | Achieved expectations | | | • Progressed Enterprise Resource Planning optimization entity redesign | Below expectations | | Grow PYLARIFY by retaining customers and expanding PSMA PET market | • Delivered full year PYLARIFY revenue below targeted amount | Below expectations | | | • PYLARIFY revenue market share fell below targeted percentage | Below expectations |
2025 Executive Bonus Plan
Based upon our overall performance in 2025, in February 2026, our Talent and Compensation Committee approved a Corporate Performance Factor of 52.7% of target, as highlighted below:
2025 Executive Bonus Plan
| Performance Metric | Weighting | Target Performance | Actual Performance | Payout as % of Target | Weighted Payout % | | Net Revenue | 30% | $1,694M | $1,536M | 69% | 20.7% | | Bonus EPS | 30% | $6.14 | $5.14 | 0% | 0.0% | | Strategic Component | 40% | 100% | 80% | 80% | 32.0% | | Corporate Performance Factor: | | | | | 52.7% |
2025 Executive Bonus Plan
Individual Performance Factor and Actual Achievement The 2025 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 2025. The Talent and Compensation Committee reviewed the CEO’s assessment of each NEO’s performance and, in consultation with the Executive Chairperson and the Lead Independent Director, assessed the CEO’s performance. Each NEO was
2025 Executive Bonus Plan
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2025 Executive Bonus Plan
given an Individual Performance Factor, multiplied by the effective Corporate Performance Factor score, to calculate their 2025 Executive Bonus Plan payout. Individual performance was not assessed for Ms. Heino or Mr. Blanchfield since neither were eligible to receive a payout under the 2025 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:
2025 Executive Bonus Plan
| NEO | Individual Performance Factor | Talent and Compensation Committee Considerations | | Brian A. Markison | 75% | • Made progress to shape and sharpen strategic focus within radiopharmaceuticals with two major acquisitions and the divestiture of the SPECT Business. • Provided guidance on establishing a robust pipeline, portfolio planning and strategic function. • However, Company did not meet financial goals due in part to competitive headwinds with PYLARIFY. | | Robert J. Marshall, Jr. | 100% | • Acted to reduce expenditures, including people related costs, given Company did not meet financial goals due in part to competitive headwinds with PYLARIFY. • Provided financial guidance and strategic advice in a complex year that included two major acquisitions and the divestiture of the SPECT Business. | | Dr. Ludger Dinkelborg | 100% | • Appointed as Head of Research and Development in August 2025 following the close of LMI acquisition | | Amanda M. Morgan | 75% | • Developed and executed focused strategy to navigate competitive headwinds, including expanded PMF partnership and strategic contracting. • Attracted key talent for critical roles within the Commercial organization. • However, Company did not meet financial goals due in part to competitive headwinds with PYLARIFY. | | Daniel M. Niedzwiecki | 100% | • Managed a complex year that included two major acquisitions and the divestiture of the SPECT Business, while overseeing key G&A functions including HR and IT. • Provided strategic leadership and oversight to integration efforts including management of scope, budget, timeline and resources • Strengthened talent on the legal team providing depth in legal experience and expertise for the organization. |
2025 Executive Bonus Plan
Final Payouts under the 2025 Executive Bonus Plan The approved Corporate Performance Factor and Individual Performance Factors for each NEO, other than Ms. Heino and Mr. Blanchfield, produced the following payouts under the 2025 Executive Bonus Plan:
2025 Executive Bonus Plan
| Name | Target Bonus Opportunity | Corporate Performance Factor | Individual Performance Factor | | Resulting Payout | | Robert J. Marshall, Jr. | $527,280x | 52.7%x | 100% | = | $277,877 | | Dr. Ludger Dinkelborg | $121,881x | 52.7%x | 100% | = | $64,231 | | Amanda M. Morgan | $273,008x | 52.7%x | 75% | = | $107,906 | | Daniel M. Niedzwiecki | $297,648x | 52.7%x | 100% | = | $156,860 | | Brian A. Markison | $1,100,000x | 52.7%x | 75% | = | $434,775 |
2025 Executive Bonus Plan
Based on the Talent and Compensation Committee’s certification of results, our NEOs received 47% of their target bonuses on average.
2025 Executive Bonus Plan
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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 2025, our target mix for annual long-term incentive awards consisted of PSUs, RSUs, and stock options, as shown below: PSUs, to the extent earned based on performance, generally cliff vest on the third anniversary of the grant date, subject to continued service by the award recipient. Grants of RSUs and stock options generally vest in equal installments on each of the first three anniversaries of the grant date, subject to continued service by the award recipient. The grants of RSUs and stock options awarded to Ms. Heino in 2025 vest in full on the one-year anniversary of the grant date, pursuant to our director compensation program for awards granted in May 2025 and pursuant to her offer letter for awards granted in November 2025. In March 2025, 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, 2025, to December 31, 2027. 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 2025 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. For 2025, a provision was added that caps the potential payout at target if the Company’s TSR is negative over the performance period.
Long-Term Incentives
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Long-Term Incentives
Long-term Incentive Award Values for 2025 For 2025, our NEOs eligible to participate in the annual long-term incentive program received awards with the following target values in March 2025:
Long-Term Incentives
| Name | PSUs(1) | RSUs | Stock Options | 2025 Total LTI Value | | Robert J. Marshall, Jr. | $1,600,000 | $800,000 | $800,000 | $3,200,000 | | Amanda M. Morgan | $1,000,000 | $500,000 | $500,000 | $2,000,000 | | Daniel M. Niedzwiecki | $1,600,000 | $800,000 | $800,000 | $3,200,000 | | Brian A. Markison(2) | $4,750,000 | $2,375,000 | $2,375,000 | $9,500,000 | | Paul M. Blanchfield(3) | $1,800,000 | $900,000 | $900,000 | $3,600,000 |
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) Following his retirement on December 31, 2025, Mr. Markison forfeited the RSUs and stock options granted as long-term incentive awards in 2025. One-third of Mr. Markison’s target number of PSUs granted in 2025 and two thirds of the target number of PSUs granted to Mr. Markison in 2024 remain outstanding, which represents the prorated number of unvested PSUs that continue to remain outstanding pursuant to the retirement feature included in the PSU award, as described in this Proxy Statement under the heading “Equity Treatment Upon Retirement.” |
Long-Term Incentives
| (3) Mr. Blanchfield forfeited all awards granted as long-term incentive awards in 2025 upon his departure from the Company on November 7, 2025. |
Long-Term Incentives
Neither Ms. Heino nor Dr. Dinkelborg participated in the annual long-term incentive program given they were not employees of the Company in March 2025. Ms. Heino received an award with a target value of $400,000 in May 2025 under our Director Compensation Program and an award with a target value of $1,500,000 in November 2025 in connection with her transition to our Executive Chairperson. Dr. Dinkelborg received an award with a target value of $1,600,000 in August 2025 in connection with his appointment as our Head of Research and Development. All long-term incentive awards granted to Ms. Heino and Dr. Dinkelborg were provided 50% in RSUs and 50% in stock options. Payout of 2023 PSUs The PSUs that were granted to certain of our NEOs in 2023 (the “2023 PSUs”) became earned and settled in March 2026 at 162.8% of target. In February 2026, the Talent and Compensation Committee certified achievement at 162.8% of target as a result of our 65.7th percentile TSR relative to the constituents of the S&P 400 Health Care Index over the three-year performance period that began January 1, 2023 and ended December 31, 2025. The number of Shares earned and vested under the 2023 PSUs relative to the target number of Shares awarded are shown below:
Long-Term Incentives
| Name | Target PSUs Awarded | Resulting Share Payout | | Mary Anne Heino | 51,124 | 83,229 | | Robert J. Marshall, Jr. | 13,522 | 22,013 | | Amanda M. Morgan | 4,430 | 7,212 | | Daniel M. Niedzwiecki | 10,432 | 16,983 |
Long-Term Incentives
Mr. Markison and Dr. Dinkelborg did not participate in the 2023 PSU program as they were not employees of the Company in 2023. Mr. Blanchfield forfeited his 2023 PSUs in November 2025 upon his departure from the Company. Mr. Niedzwiecki has an additional 2023 PSU award to be earned and settled in April 2026 of 3,583 shares as a result of his promotion to Chief Administrative Officer in early 2023. 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 meet 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
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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, 2025, Mr. Markison and Ms. Heino were the only NEOs who met the retirement qualifications. In connection with his retirement on December 31, 2025, Mr. Markison’s outstanding awards are subject to the retirement features described above.
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.
Short Term Trading, Hedging and Pledging Prohibition
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Life Molecular EBITDA Bonus Scheme
Life Molecular EBITDA Bonus Scheme In connection with the Life Molecular acquisition, we retained with minor amendments the existing Life Molecular Imaging Management EBITDA Generation Incentive Scheme (the “EBITDA Scheme”). The EBITDA Scheme is intended to incentivize participants in the EBITDA Scheme, including Dr. Dinkelborg, to support and assist the continued performance and growth of Life Molecular’s business and assets. Pursuant to the EBITDA Scheme, Dr. Dinkelborg, who became an executive officer of the Company on August 1, 2025, is entitled to receive earnout payments, contingent on his continued employment with Life Molecular or, in certain cases, the Company. The EBITDA Scheme, which was established by Life Healthcare in 2019, with minor modifications in July 2025 prior to completion of the acquisition, continues through June 24, 2028. The EBITDA Scheme provides for annual payments to participants calculated as a percentage (ranging from 4% to 8%) of Life Molecular’s annual management EBITDA based on performance against acquisition business plan targets. Dr. Dinkelborg is entitled to receive 45% of each annual payment funded under the EBITDA Scheme. For the year ended December 31, 2025, Dr. Dinkelborg’s share is $13,346,521 (gross, before applicable tax withholdings, and converted from Euros to U.S. dollars using the exchange rate in effect as of December 31, 2025 of € 1.0 = $1.1748), of which $6,077,208 (converted to Euros at the time of payment) was paid in September 2025 as a preliminary payment, with the balance payable in April 2026. Payments under the EBITDA Scheme are made by the Company to Dr. Dinkelborg and are deducted from the earnout consideration otherwise payable by the Company to Life Healthcare Group Holdings Limited pursuant to the Sale and Purchase Agreement governing the Company’s acquisition of Life Molecular, dated January 12, 2025, as amended by the Deed of Amendment and Restatement dated as of July 21, 2025.
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. Markison’s Post-Employment Agreements In connection with Mr. Markison’s retirement as our CEO as of December 31, 2025, we entered into a retirement and separation agreement (the “Retirement Agreement”) with Mr. Markison, effective as of November 6, 2025. Pursuant to the Retirement Agreement, we continued payment of Mr. Markison’s base salary through December 31, 2025 (the “Retirement Date”) and paid him a lump sum amount of $434,775 equal to his earned annual cash bonus in respect of 2025 based on actual Company performance as determined in the ordinary course and consistent with past practice. Effective as of November 6, 2025, Mr. Markison also entered into a consulting agreement with us for consulting services that commenced on January 1, 2026, pursuant to which he is serving as an advisor to the Company from January 1, 2026, through March 31, 2026, with the parties having the option to extend the consulting period.
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.
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023 The following table sets forth certain information with respect to compensation of our named executive officers for the years ended December 31, 2025, and, if applicable, 2024 and 2023:
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| Name Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Mary Anne Heino(5) | 2025 | $100,000 | — | $749,963 | $749,999 | — | $573,968 | $2,173,930 | | Executive Chairperson and 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 | | Robert J. Marshall, Jr. | 2025 | $697,840 | — | $3,403,332 | $799,967 | $277,877 | $15,948 | $5,194,964 | | Chief Financial Officer and Treasurer | 2024 | $669,000 | — | $3,328,227 | $787,483 | $634,561 | $15,525 | $5,434,796 | | | 2023 | $569,836 | — | $2,528,846 | $495,933 | $718,575 | $12,821 | $4,326,011 | | Dr. Ludger Dinkelborg(6)(7) | 2025 | $227,716 | — | $799,968 | $799,985 | $13,410,752 | $21,176 | $15,259,597 | | Head of Research and Development | | | | | | | | | | Amanda M. Morgan(8) | 2025 | $541,977 | — | $2,127,140 | $499,958 | $107,906 | $27,566 | $3,304,547 | | Chief Commercial Officer | 2024 | $504,819 | — | $1,584,833 | $374,975 | $328,554 | $15,525 | $2,808,706 | | Daniel M. Niedzwiecki | 2025 | $588,816 | — | $3,403,332 | $799,967 | $156,860 | $17,409 | $4,966,384 | | 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 | | Brian A. Markison(9) | 2025 | $990,385 | — | $10,104,081 | $2,374,972 | $434,775 | $15,525 | $13,919,738 | | Former Chief Executive Officer | 2024 | $855,000 | — | $11,106,152 | — | $1,189,020 | $250,525 | $13,400,697 | | Paul M. Blanchfield(10) | 2025 | $693,333 | — | $3,828,938 | $899,970 | — | $13,034 | $5,435,275 | | Former President | 2024 | $669,000 | — | $3,328,227 | $787,483 | $507,649 | $15,525 | $5,307,884 | | | 2023 | $614,500 | — | $3,379,211 | $749,918 | $548,730 | $12,881 | $5,305,240 |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (1) Reflects the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in valuation of stock-based awards are discussed in Note 13 in our Audited Consolidated Financial Statements included in our 2025 Form 10-K. The table below shows the grant date fair value of the PSUs included in the stock awards column for each year, and the maximum grant date fair value assuming that the highest level of performance conditions was achieved: |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| Name | Grant Date | Units Granted (#) | Grant Date Fair Value ($) | Maximum Grant Date Fair Value ($) | | Mary Anne Heino | | | | | | 2023 PSUs | 3/2/2023 | 51,124 | $6,457,472 | $12,914,944 | | Robert J. Marshall, Jr. | | | | | | 2025 PSUs | 3/5/2025 | 15,923 | $2,603,411 | $5,206,822 | | 2024 PSUs | 3/1/2024 | 24,365 | $2,540,782 | $5,081,564 | | 2023 PSUs | 3/2/2023 | 13,522 | $1,707,964 | $3,415,928 | | Amanda M. Morgan | | | | | | 2025 PSUs | 3/5/2025 | 9,952 | $1,627,152 | $3,254,104 | | 2024 PSUs | 3/1/2024 | 11,602 | $1,209,857 | $2,419,714 | | Daniel M. Niedzwiecki | | | | | | 2025 PSUs | 3/5/2025 | 15,923 | $2,603,411 | $5,206,822 | | 2024 PSUs | 3/1/2024 | 20,304 | $2,117,301 | $4,234,602 | | 2023 PSUs | 4/17/2023 | 2,201 | $356,078 | $712,156 | | 2023 PSUs | 3/2/2023 | 8,231 | $1,039,658 | $2,079,316 | | Brian A. Markison | | | | | | 2025 PSUs | 3/5/2025 | 47,273 | $7,729,136 | $15,458,272 | | 2024 PSUs | 3/1/2024 | 65,748 | $6,856,201 | $13,712,404 |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| Lantheus 2026 Proxy Statement | Executive Compensation | 54 |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| Name | Grant Date | Units Granted (#) | Grant Date Fair Value ($) | Maximum Grant Date Fair Value ($) | | Paul M. Blanchfield | | | | | | 2025 PSUs | 3/5/2025 | 17,914 | $2,928,939 | $5,857,878 | | 2024 PSUs | 3/1/2024 | 24,365 | $2,540,782 | $5,081,564 | | 2023 PSUs | 4/17/2023 | 5,643 | $912,925 | $1,825,850 | | 2023 PSUs | 3/2/2023 | 13,589 | $1,716,427 | $3,432,854 |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (2) 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 2025. The assumptions used in the valuation of option awards are discussed in Note 13 in our Audited Consolidated Financial Statements included in our 2025 Form 10-K. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (3) Represents amounts earned under the Executive Bonus Plan and the EBITDA Scheme, as applicable. Payments under the Executive Bonus Plan for 2025 performance were made in March 2026 unless deferred into the LDCP. An initial payment under the EBITDA Scheme for 2025 was made in September 2025 and the remainder of the amount owed is payable in April 2026; payments under the EBITDA Scheme are not eligible for deferral into the LDCP. Ms. Morgan elected to defer a portion of her 2025 Executive Bonus Plan award, as described below under the heading “Nonqualified Deferred Compensation Plans”. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (4) The table below provides additional details about the amounts listed under All Other Compensation for 2025: |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| Name | 401(k) Matching Contribution | Executive Physical Reimbursement | Company Contributions Under LDCP | Expense Reimbursements(a) | Director Compensation(b) | Other(c) | Total | | Mary Anne Heino | — | — | — | $34,877 | $539,091 | — | $573,968 | | Robert J. Marshall, Jr. | $15,525 | $423 | — | — | — | — | $15,948 | | Dr. Ludger Dinkelborg | — | — | — | — | — | $21,176 | $21,176 | | Amanda M. Morgan | $15,525 | $1,774 | $10,267 | — | — | — | $27,566 | | Daniel M. Niedzwiecki | $15,635 | $1,774 | — | — | — | — | $17,409 | | Brian A. Markison | $15,525 | — | — | — | — | — | $15,525 | | Paul M. Blanchfield | $11,934 | $1,100 | — | — | — | — | $13,034 |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (a) Includes reimbursements for Ms Heino which represented a $20,000 benefits stipend and $14,877 for a planned trip cancelled to assume the Executive Chairperson role. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (b) For Ms. Heino, this value represents compensation received under our director compensation program for service as our non-executive Chair of the Board from January 1, 2025 to November 6, 2025. Includes $139,167 in cash, $199,941 in stock awards, and $199,983 in option awards. 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 May 2025, 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 May 2025. The assumptions used in the valuation of stock and option awards are discussed in Note 13 in our Audited Consolidated Financial Statements included in our 2025 Form 10-K. Ms. Heino did not receive any additional compensation under our director compensation program after she assumed the role of Executive Chairperson on November 7, 2025. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (c) As a resident of Germany, Dr. Dinkelborg is eligible to participate in an occupational pension scheme and receive social security insurance benefits. Value included in the table above represents the employer portion contributed to both benefits and has been converted from Euros to U.S. dollars using the exchange rate in effect as of December 31, 2025 of €1.0 = $1.1748. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (5) Ms. Heino served as our CEO in 2023 and until March 1, 2024, at which point she transitioned to our non-executive Chairperson of the Board. She served in this capacity until November 7, 2025, at which time she was appointed as our Executive Chairperson of the Board and principal executive officer. On January 1, 2026, following Mr. Markison’s retirement, she assumed the additional role of CEO. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (6) Dr. Dinkelborg was appointed our Head of Research and Development on August 1, 2025 and was not an NEO in 2024 of 2023. In accordance with SEC rules, no amounts are shown for him in these years. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (7) Dr. Dinkelborg resides in Germany and is provided cash compensation in Euros. All values that represent cash payments (or the cash value of certain benefits disclosed in the “All Other Compensation” column) have been converted from Euros to U.S. dollars using the exchange rate in effect as of December 31, 2025 of €1.0 = $1.1748. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (8) Ms. Morgan was not an NEO in 2023. In accordance with SEC rules, no amounts are shown for her in this year. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (9) Mr. Markison was not an NEO in 2023. In accordance with SEC rules, no amounts are shown for him in this year. Mr. Markison was appointed our Executive Chairperson on January 23, 2024 and served in this role until March 1, 2024. On March 1, 2024, he was appointed our CEO and served in this role until his retirement on December 31, 2025. Mr. Markison stepped down as our principal executive officer on November 6, 2025. |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| (10) Mr. Blanchfield served as our President until November 7, 2025. For 2025, his salary includes: (a) $63,093 related to accrued but unused paid time off that was paid out upon his departure from the Company and (b) $57,824 that he elected to defer under the LDCP prior to his departure from the Company, as described below under the heading “Nonqualified Deferred Compensation Plans.” |
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
| Lantheus 2026 Proxy Statement | Executive Compensation | 55 |
Grants of Plan-Based Awards for Fiscal 2025
Grants of Plan-Based Awards for Fiscal 2025 The table below provides information regarding awards made to our NEOs during 2025 under the 2025 Executive Bonus Plan and our Equity Incentive Plan.
Grants of Plan-Based Awards for Fiscal 2025
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Units(3) (#) | All Other Option Awards: Securities Underlying Options(4) (#) | Exercise Price of Options(5) ($) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mary Anne Heino(7) | | — | — | — | | | | | | | | | | 5/14/2025 | | | | | | | 2,537 | | | $199,941 | | | 5/14/2025 | | | | | | | | 4,543 | $78.81 | $199,983 | | | 11/17/2025 | | | | | | | 14,285 | | | $749,963 | | | 11/17/2025 | | | | | | | | 26,325 | $52.50 | $749,999 | | Robert J. Marshall, Jr. | | — | $527,280 | $1,186,380 | | | | | | | | | | 3/5/2025 | | | | 7,961 | 15,923 | 31,846 | | | | $2,603,411 | | | 3/5/2025 | | | | | | | 7,961 | | | $799,921 | | | 3/5/2025 | | | | | | | | 13,927 | $100.48 | $799,967 | | Dr. Ludger Dinkelborg | | — | $121,881 | $274,232 | | | | | | | | | | 8/15/2025 | | | | | | | 14,765 | | | $799,968 | | | 8/15/2025 | | | | | | | | 25,324 | $54.18 | $799,985 | | Amanda M. Morgan | | — | $273,008 | $614,268 | | | | | | | | | | 3/5/2025 | | | | 4,976 | 9,952 | 19,904 | | | | $1,627,152 | | | 3/5/2025 | | | | | | | 4,976 | | | $499,988 | | | 3/5/2025 | | | | | | | | 8,704 | $100.48 | $499,958 | | Daniel M. Niedzwiecki | | — | $297,648 | $669,708 | | | | | | | | | | 3/5/2025 | | | | 7,961 | 15,923 | 31,846 | | | | $2,603,411 | | | 3/5/2025 | | | | | | | 7,961 | | | $799,921 | | | 3/5/2025 | | | | | | | | 13,927 | $100.48 | $799,967 | | Brian A. Markison(8) | | — | $1,100,000 | $2,475,000 | | | | | | | | | | 3/5/2025 | | | | 23,636 | 47,273 | 94,546 | | | | $7,729,136 | | | 3/5/2025 | | | | | | | 23,636 | | | $2,374,945 | | | 3/5/2025 | | | | | | | | 41,347 | $100.48 | $2,374,972 | | Paul M. Blanchfield(9) | | — | $492,128 | $1,107,288 | | | | | | | | | | 3/5/2025 | | | | 8,957 | 17,914 | 35,828 | | | | $2,928,939 | | | 3/5/2025 | | | | | | | 8,957 | | | $899,999 | | | 3/5/2025 | | | | | | | | 15,668 | $100.48 | $899,970 |
Grants of Plan-Based Awards for Fiscal 2025
| (1) The dollar amounts in these columns reflect target and maximum payouts under the 2025 Executive Bonus Plan. There is no threshold-level payout under the 2025 Executive Bonus Plan. The maximum payout under the 2025 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 2025 Executive Bonus Plan is reported in the ‘‘Non-Equity Incentive Plan Compensation’’ column in the Summary Compensation Table above. For additional information about our 2025 Executive Bonus Plan and a discussion of how these amounts are determined, please see the Compensation Discussion and Analysis section titled ‘‘2025 Executive Bonus Plan” of this Proxy Statement. |
Grants of Plan-Based Awards for Fiscal 2025
| (2) The numbers in these columns reflect threshold, target and maximum Shares that may be earned in respect of PSUs granted in 2025, 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 2025
| (3) The numbers in these columns reflect the number of RSUs granted to our NEOs in 2025, which generally 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. The RSUs granted to Ms. Heino vest in full on the first anniversary of the grant date. |
Grants of Plan-Based Awards for Fiscal 2025
| (4) The numbers in these columns reflect the number of stock options granted to our NEOs in 2025, which generally 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. The stock options granted to Ms. Heino vest in full on the first anniversary of the grant date. |
Grants of Plan-Based Awards for Fiscal 2025
| (5) The exercise price of stock options represents the closing stock price of a Share on the date of grant. |
Grants of Plan-Based Awards for Fiscal 2025
| (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 1 and footnote 2 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 2025
| (7) Pursuant to her offer letter, Ms. Heino was not eligible for a payout under the 2025 Executive Bonus Plan. She received a long-term incentive award in May 2025 under our director compensation program and an additional award in November 2025 in connection with her appointment as our Executive Chairperson. |
Grants of Plan-Based Awards for Fiscal 2025
| (8) Following his retirement on December 31, 2025, Mr. Markison forfeited the RSUs and stock options granted to him in 2025. One third of the target number of PSUs granted to Mr. Markison in 2025 and approximately two thirds of the target number of PSUs granted to Mr. Markison in 2024 remain outstanding, which represents the prorated number of unvested PSUs that continue to remain outstanding pursuant to the retirement feature included in the PSU award, as described in this Proxy Statement under the heading “Equity Treatment Upon Retirement.” |
Grants of Plan-Based Awards for Fiscal 2025
| (9) Due to his departure as our President in November 2025, Mr. Blanchfield was not eligible for a payout under the 2025 Executive Bonus Plan. All of the long-term incentive awards granted to Mr. Blanchfield in 2025 were also forfeited upon his departure. |
Grants of Plan-Based Awards for Fiscal 2025
| Lantheus 2026 Proxy Statement | Executive Compensation | 56 |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table includes certain information with respect to equity awards held by our NEOs as of December 31, 2025, based on the closing stock price of $66.55 per Share on that date.
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | Stock Awards | | | | | Name Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($) | | Mary Anne Heino | | | | | | | | | | | Options(2) | 3/3/2022 | 42,822 | — | $49.93 | 3/3/2032 | | | | | | Options(2) | 3/2/2023 | 29,797 | 14,899 | $73.35 | 3/2/2033 | | | | | | Options(2) | 5/9/2024 | 4,853 | — | $75.90 | 5/9/2034 | | | | | | Options(2) | 5/14/2025 | — | 4,543 | $78.81 | 5/14/2035 | | | | | | Options(2) | 11/17/2025 | — | 26,325 | $52.50 | 11/17/2035 | | | | | | RSUs(3) | 3/2/2023 | | | | | 8,521 | $567,073 | | | | RSUs(3) | 5/14/2025 | | | | | 2,537 | $168,837 | | | | RSUs(3) | 11/17/2025 | | | | | 14,285 | $950,667 | | | | PSUs(4) | 3/2/2023 | | | | | | | 102,248 | $6,804,604 | | Robert J. Marshall, Jr. | | | | | | | | | | | Options(2) | 3/2/2023 | 7,881 | 3,941 | $73.35 | 3/2/2033 | | | | | | Options(2) | 3/1/2024 | 7,217 | 14,435 | $64.64 | 3/1/2034 | | | | | | Options(2) | 3/5/2025 | — | 13,927 | $100.48 | 3/5/2035 | | | | | | RSUs(3) | 3/2/2023 | | | | | 2,254 | $150,004 | | | | RSUs(3) | 8/29/2023 | | | | | 1,624 | $108,077 | | | | RSUs(3) | 3/1/2024 | | | | | 8,122 | $540,519 | | | | RSUs(3) | 3/5/2025 | | | | | 7,961 | $529,805 | | | | PSUs(4) | 3/2/2023 | | | | | | | 27,044 | $1,799,778 | | PSUs(4) | 3/1/2024 | | | | | | | 48,730 | $3,242,982 | | PSUs(4) | 3/5/2025 | | | | | | | 31,846 | $2,119,351 | | Dr. Ludger Dinkelborg | | | | | | | | | | | Options(2) | 8/15/2025 | — | 25,324 | $54.18 | 8/15/2035 | | | | | | RSUs(3) | 8/15/2025 | | | | | 14,765 | $982,611 | | | | Amanda M. Morgan | | | | | | | | | | | Options(2) | 12/15/2022 | 5,432 | — | $52.72 | 12/15/2032 | | | | | | Options(2) | 3/1/2024 | 3,436 | 6,874 | $64.64 | 3/1/2034 | | | | | | Options(2) | 3/5/2025 | — | 8,704 | $100.48 | 3/5/2035 | | | | | | RSUs(3) | 3/2/2023 | | | | | 150 | $9,983 | | | | RSUs(3) | 3/1/2024 | | | | | 3,868 | $257,415 | | | | RSUs(3) | 3/5/2025 | | | | | 4,976 | $331,153 | | | | PSUs(4) | 3/2/2023 | | | | | | | 8,860 | $589,633 | | PSUs(4) | 3/1/2024 | | | | | | | 23,204 | $1,544,226 | | PSUs(4) | 3/5/2025 | | | | | | | 19,904 | $1,324,611 |
Outstanding Equity Awards at December 31, 2025
| Lantheus 2026 Proxy Statement | Executive Compensation | 57 |
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | Stock Awards | | | | | Name Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | 8,992 | — | $49.93 | 3/3/2032 | | | | | | Options(2) | 3/2/2023 | 4,797 | 2,399 | $73.35 | 3/2/2033 | | | | | | Options(2) | 4/17/2023 | 1,306 | 654 | $89.16 | 4/17/2033 | | | | | | Options(2) | 3/1/2024 | 6,014 | 12,029 | $64.64 | 3/1/2034 | | | | | | Options(2) | 3/5/2025 | — | 13,927 | $100.48 | 3/5/2035 | | | | | | RSUs(3) | 3/2/2023 | | | | | 1,372 | $91,307 | | | | RSUs(3) | 4/17/2023 | | | | | 367 | $24,424 | | | | RSUs(3) | 3/1/2024 | | | | | 6,768 | $450,410 | | | | RSUs(3) | 3/5/2025 | | | | | 7,961 | $529,805 | | | | PSUs(4) | 3/2/2023 | | | | | | | 16,462 | $1,095,546 | | PSUs(4) | 4/17/2023 | | | | | | | 4,402 | $292,953 | | PSUs(4) | 3/1/2024 | | | | | | | 40,608 | $2,702,462 | | PSUs(4) | 3/5/2025 | | | | | | | 31,846 | $2,119,351 | | 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 | | | | | | Options(2) | 3/5/2025 | — | 41,347 | $100.48 | 3/5/2035 | | | | | | RSUs(3) | 3/1/2024 | | | | | 43,832 | $2,917,020 | | | | RSUs(3) | 3/5/2025 | | | | | 23,636 | $1,572,976 | | | | PSUs(4) | 3/1/2024 | | | | | | | 131,496 | $8,751,059 | | PSUs(4) | 3/5/2025 | | | | | | | 94,546 | $6,292,036 | | Paul M. Blanchfield(5) | | | | | | | | | | | Options | 3/1/2024 | 7,217 | — | $64.64 | 3/1/2034 | | | | |
Outstanding Equity Awards at December 31, 2025
| (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, 2025. |
Outstanding Equity Awards at December 31, 2025
| (2) Stock options granted to Ms. Heino on May 9, 2024, May 14, 2025, and November 17, 2025 and to Mr. Markison on May 6, 2022 and May 11, 2023 vest on the first anniversary of the grant date. All other stock options granted to our NEOs vest in 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. Mr. Markison’s unvested stock options were forfeited upon his retirement. |
Outstanding Equity Awards at December 31, 2025
| (3) RSUs granted to Ms. Heino on May 14, 2025 and November 17, 2025 vest on the first anniversary of the grant date. All other RSUs granted to our NEOs 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. Mr. Markison’s unvested RSUs were forfeited upon his retirement. |
Outstanding Equity Awards at December 31, 2025
| (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 April 17, 2026. All PSUs are reported assuming the 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. Upon his retirement, Mr. Markison forfeited one-third of the target number of PSUs granted to him in March 2024 and two-thirds of the target number of PSUs granted to him in March 2025. |
Outstanding Equity Awards at December 31, 2025
| (5) Mr. Blanchfield forfeited all equity awards that were unvested at the time of his departure from the Company. Pursuant to the terms of our 2015 Equity Incentive Plan and related award agreements, only vested but unexercised stock options remained outstanding for Mr. Blanchfield as of December 31, 2025. |
Outstanding Equity Awards at December 31, 2025
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Option Exercises and Stock Vested for Fiscal 2025
Option Exercises and Stock Vested for Fiscal 2025 The following table shows the value realized by executive officers upon the exercise of stock options and vesting of RSUs and PSUs during 2025.
Option Exercises and Stock Vested for Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Mary Anne Heino | — | — | 119,641 | $11,309,409 | | Robert J. Marshall, Jr. | 14,773 | $491,793 | 45,365 | $4,238,429 | | Dr. Ludger Dinkelborg | — | — | — | — | | Amanda M. Morgan | — | — | 3,111 | $266,027 | | Daniel M. Niedzwiecki | — | — | 27,904 | $2,649,344 | | Brian A. Markison | — | — | 21,916 | $2,078,952 | | Paul M. Blanchfield | 11,776 | $103,864 | 38,169 | $3,612,218 |
Option Exercises and Stock Vested for Fiscal 2025
| (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 2025
| (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. Additionally, Company matching or employer contributions may be credited to the plan. 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. 2025 Nonqualified Deferred Compensation Table The following table provides information on nonqualified deferred compensation for our NEOs during the fiscal year ended December 31, 2025:
Nonqualified Deferred Compensation Plans
| Name | Executive Contributions in 2025(1) ($) | Registrant Contributions in 2025(2) ($) | Aggregate Earnings in 2025(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | Robert J. Marshall, Jr. | — | — | — | — | — | | Amanda M. Morgan(4) | $26,977 | $10,267 | $4,346 | — | $62,125 | | Daniel M. Niedzwiecki | — | — | — | — | — | | Brian A. Markison | — | — | — | — | — | | Paul M. Blanchfield(5) | $57,824 | — | $31,572 | — | $216,308 |
Nonqualified Deferred Compensation Plans
| (1) Reflects notional credits to participant accounts in the LDCP. Amounts are also included in the “Non-Equity Incentive Plan Compensation” column with respect to Ms. Morgan and in the “Salary” column with respect to Mr. Blanchfield in the Summary Compensation Table. |
Nonqualified Deferred Compensation Plans
| (2) Reflects Company contributions for each NEO. Amounts are also reported in the “All Other Compensation” column in the Summary Compensation Table. |
Nonqualified Deferred Compensation Plans
| (3) Amounts include earnings, dividends, and interest provided on account balances, including the change in value of the underlying investments in which our NEOs are deemed to be invested. These amounts are not reported in the Summary Compensation Table. |
Nonqualified Deferred Compensation Plans
| (4) Ms. Morgan’s aggregate balance as of December 31, 2024 was $20,535. |
Nonqualified Deferred Compensation Plans
| (5) Mr. Blanchfield’s aggregate balance as of December 31, 2024 was $126,912. |
Nonqualified Deferred Compensation Plans
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Nonqualified Deferred Compensation Plans
Ms. Heino and Dr. Dinkelborg are excluded from the table above as they were not eligible to participate in the LDCP in 2025.
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control Retirement Feature of Equity Awards Certain of our equity agreements contain a retirement feature extending the exercise period of vested stock options and pro-rata vesting of RSUs, as further described in this Proxy Statement under the heading “Equity Treatment Upon Retirement.” As of December 31, 2025, Mr. Markison and Ms. Heino were the only NEOs who met the retirement qualifications. Messrs. Marshall, Niedzwiecki and Blanchfield and Ms. Morgan We have entered into severance arrangements with each of our NEOs (except Mr. Markison, who is described below, and Ms. Heino), which are consistent with severance arrangements that are provided to the CEO’s direct reports at the Senior Vice President level and above (except for Dr. Dinkelborg’s severance arrangements, which are described below). Mr. Blanchfield left the Company effective November 7, 2025, so is no longer party to such severance agreement. 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, payable by the Company in substantially equal installments over twelve months following such employee’s separation date where there is no change of control, and in a lump sum on the Company’s first regular payroll date following the date that a separation agreement becomes fully effective and irrevocable in the case of a change of control, 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 on, or within 12 months following, 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 on, or within 12 months following, 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 and Niedzwiecki or Ms. Morgan 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, under the severance arrangements, if any of Messrs. Marshall or Niedzwiecki or Ms. Morgan is terminated due to death or Permanent Disability (as defined in the severance arrangement), he or she will be eligible to receive a prorated portion of his or her 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. Each of the severance arrangements with Messrs. Marshall and Niedzwiecki and Ms. Morgan provides for a modified cut-back in the event that adverse tax consequences are imposed on the receipt of parachute payments by such NEO 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 such NEO’s benefit, whether paid or payable pursuant to his employment agreement or otherwise (each, a “Payment”), would subject him or her 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 such NEO would receive after payment of all applicable taxes, including any excise taxes, is greater than the Reduced Amount, then no such reduction will occur. Agreements for Dr. Dinkelborg Dr. Dinkelborg is party to a Management Service Agreement (the “Management Services Agreement”) and a Severance Agreement (the “Dinkelborg Severance Agreement” and, together with the Management Services Agreement, the Dinkelborg Agreements”) with Life Molecular Imaging GmbH, an indirect wholly-owned subsidiary of the Company, effective August 1, 2025. The Management Services Agreement provides for an initial fixed annual base salary of €495,000 and a discretionary annual bonus target of 50% of his annual base salary, subject to the
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
terms of the Company’s then-current bonus program. The Management Services Agreement is terminable by either party upon three months’ notice to the end of each calendar month, except that the Management Services Agreement may be terminated at any time for good cause (as defined in Section 626 of the German Civil Code (BGB)). In the event of termination of his Management Services Agreement, the Company has the right to place Dr. Dinkelborg on garden leave for up to three months, during which time he would be released from his duties but continue to receive his base salary and bonus, with any accrued but unused vacation credited against the garden leave period. 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 engagement without good cause (as defined in Section 626 of the German Civil Code (BGB)) or a revocation of Dr. Dinkelborg’s appointment as managing director of Life Molecular Imaging GmbH other than for good cause, the Dinkelborg Agreements provide for 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 one times target annual bonus, payable by the Company in substantially equal installments over twelve months following Dr. Dinkelborg’s separation date, in the event that Dr. Dinkelborg’s engagement is terminated without good cause or Dr. Dinkelborg resigns at the instigation of the Company, in either case, other than on, or within 12 months following, a change of control. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| • | “Double Trigger” Change of Control: two times the sum of annual base salary and target annual bonus, as in effect on the date of separation, payable in a lump sum on the Company’s first regular payroll date following the date that a separation agreement becomes effective, in the event that Dr. Dinkelborg’s engagement is terminated without cause or Dr. Dinkelborg resigns for good reason on, or within 12 months following, 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 Dr. Dinkelborg upon a change of control that is not followed by a qualifying termination of engagement, other than as described above or as required by applicable law. In addition, under the Dinkelborg Severance Agreement, if Dr. Dinkelborg’s engagement is terminated due to death or Permanent Disability (as defined in the Dinkelborg Severance 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. Agreements for Mr. Markison Until Mr. Markison’s retirement as the Company’s CEO as of December 31, 2025, Mr. Markison was party to an employment agreement with the Company, effective as of January 23, 2024. Mr. Markison’s employment agreement provided for payments upon termination without cause, resignation for good reason, or termination upon death or Permanent Disability, as well as a modified cut-back provision, in each case consistent with those provided to other executives pursuant to the severance arrangements described above under “Messrs. Marshall, Niedzwiecki and Blanchfield and Ms. Morgan,” except that, in connection with a “double trigger” change of control, the payments in connection with such termination would be payable by the Company in a lump sum on the Company’s first regular payroll date following Mr. Markison’s separation date. In connection with Mr. Markison’s retirement as the Company’s CEO, effective as of December 31, 2025, Mr. Markison entered into the Retirement Agreement, effective as of November 6, 2025, pursuant to which the Company continued payment of Mr. Markison’s base salary through his Retirement Date and paid him a lump sum amount of $434,775 equal to his earned annual cash bonus in respect of 2025 based on actual Company performance as determined in the ordinary course and consistent with past practice. Pursuant to the retirement feature of his outstanding equity awards, Mr. Markison retained two-thirds of the target number of PSUs granted to him in March 2024 and one-third of the target number of PSUs granted to him in March 2025, and his vested stock options have an extended exercise period until December 31, 2028. Offer Letter with Ms. Heino In connection with her appointment as Executive Chair and continuing through her tenure as CEO, Ms. Heino entered into an offer letter with the Company pursuant to which she is entitled to receive $83,333 per month in base salary, which reflects an annual rate of $1,000,000, as well as a bonus in respect of fiscal 2026 with a target of 110% of her base salary, to be prorated based on her period of service as CEO. Pursuant to the offer letter, Ms. Heino’s employment is at will, and the offer letter does not provide for any severance provisions.
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
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Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
The table below quantifies the amounts that would have become payable under each NEO’s agreements described above assuming that each covered circumstance occurred on December 31, 2025. Due to the number of factors that affect the nature and the amount of any benefits provided upon the events discussed above, any actual amounts paid may be different. Factors that could affect these amounts include the timing of any such event, the cost of benefits, the NEO’s base salary and our stock price. Mr. Blanchfield is excluded from the table below since he was not an employee of the Company as of December 31, 2025, and so would not have been entitled to any such payouts.
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| | Death or Permanent Disability | Qualified Retirement | Termination not in Connection with a Change in Control | | | Termination in Connection with a Change in Control | | | | | Name | Cash Severance(1) ($) | Value of PSUs Subject to Continued Vesting(2) ($) | Cash Severance(3) ($) | Total Benefits(4) ($) | Total Value ($) | Cash Severance(3) ($) | Total Benefits(4) ($) | Value of Accelerated Equity(5) ($) | Total Value ($) | | Mary Anne Heino(6) | — | $6,804,604 | — | — | — | — | — | — | — | | Robert J. Marshall, Jr. | $527,280 | — | $1,230,320 | $21,491 | $1,251,811 | $2,460,640 | $42,982 | $4,937,031 | $7,440,653 | | Dr. Ludger Dinkelborg(7) | $121,881 | — | $872,289 | — | $872,289 | $1,744,578 | — | $1,295,869 | $3,040,447 | | Amanda M. Morgan | $273,008 | — | $819,024 | $30,301 | $849,325 | $1,638,048 | $60,602 | $2,340,915 | $4,039,565 | | Daniel M. Niedzwiecki | $297,648 | — | $892,944 | $30,301 | $923,245 | $1,785,888 | $60,602 | $4,224,077 | $6,070,567 | | Brian A. Markison(8) | $1,100,000 | $7,933,825 | $2,100,000 | $21,491 | $2,121,491 | $4,200,000 | $42,982 | $12,011,543 | $16,254,525 |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (1) Reflects annual bonus target at December 31, 2025. For Dr. Dinkelborg, value has been pro-rated to reflect the time he served as our Head of Research and Development during 2025. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (2) Represents the value of PSUs that would have been eligible for continued vested at the maximum level of performance had a qualified retirement occurred on December 31, 2025, as described in this Proxy Statement under the heading “Equity Treatment Upon Retirement.” PSUs are valued by multiplying the maximum number of PSUs eligible for continued vesting by the closing price of our Shares on December 31, 2025 ($66.55). The value of PSUs ultimately earned will be determined based on our actual performance, which can range from 50% to 200% of target and our stock price at the time performance is certified. As of December 31, 2025, Ms. Heino and Mr. Markison were our only NEOs eligible for a qualified retirement. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (3) Calculated based on annual base salary and full-year annual target bonus at December 31, 2025. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (4) Total Benefits represent the Company-paid portion of COBRA. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (5) Amounts in the ‘‘Value of Accelerated Equity” column are calculated based on the closing price of our Shares on December 31, 2025 ($66.55). 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 $66.55 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 $66.55. PSUs are counted using the target amount. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (6) As of December 31, 2025, Ms. Heino was not eligible to receive any payments. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (7) Dr. Dinkelborg resides in Germany and is provided cash compensation in Euros. All cash severance values have been converted from Euros to U.S. dollars using the exchange rate in effect as of December 31, 2025 of €1.0 = $1.1748. |
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control
| (8) Pursuant to the Retirement Agreement, Mr. Markison received the cash payments and benefits as described in “Agreements for Mr. Markison” above. |
Pay Ratio
Pay Ratio Under SEC rules, we are required to disclose the ratio of our principal executive officer’s (“PEO”) annual total compensation to the median of the annual total compensation of all our other employees. For 2025, we determined that the median of the total annual compensation of all our employees, other than our PEOs, Ms. Heino and Mr. Markison, was $194,254. Because we had two non-concurrent PEOs during 2025, we determined the 2025 PEO compensation for the pay ratio by aggregating the compensation that both Ms. Heino and Mr. Markison received in 2025 during the relevant portions of the year in which each served as PEO. For Ms. Heino, we excluded the compensation she earned as our non-executive Chair of the Board and pro-rated “All Other Compensation” (from the Summary Compensation Table) for the time in which she served as PEO during 2025. For Mr. Markison, we pro-rated all cash compensation earned and “All Other Compensation” (from the Summary Compensation Table) for the time in which he served as PEO during 2025. For both Ms. Heino and Mr. Markison, all long-term incentive awards granted while serving as PEO were included in full based on grant date fair value. Based on the methodology employed, we estimated the PEO compensation attributable to Ms. Heino and Mr. Markison to be $1,605,217 and $13,702,648, respectively, resulting in total PEO compensation of $15,307,866. When compared to the compensation of our median employee, the resulting pay ratio is approximately 79 to 1.
Pay Ratio
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Pay Ratio
As the Company’s only material change in employee population in 2025 was driven by acquisition, and there was no material change in employee compensation in 2025 that would result in a significant change to its pay ratio disclosure, we used the median employee identified in 2024 for purposes of our 2025 pay ratio calculation. This median employee was determined based on our employee population as of December 31, 2024 and 2024 Box 5 W-2 data, which was our consistently applied compensation measure. The annual total compensation of this employee for 2025 was then determined in accordance with SEC rules in the same manner that our PEOs’ compensation was determined for purposes of the Summary Compensation Table and compared to the total PEO compensation as described above. 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.
Pay Ratio
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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) ($) | | 2025 | $2,173,930 | $135,130 | $13,919,738 | $3,511,171 | $6,832,153 | $1,941,267 | $493.33 | $99.29 | $234 | $1,542 | | 2024 | $13,400,697 | $18,842,599 | $787,596 | $9,638,155 | $4,201,897 | $7,579,287 | $663.16 | $94.19 | $312 | $1,534 | | 2023 | $12,578,845 | $19,689,764 | N/A | N/A | $3,956,571 | $4,739,128 | $459.60 | $89.48 | $327 | $1,296 | | 2022 | $9,479,445 | $21,038,162 | N/A | N/A | $2,968,158 | $5,209,956 | $377.76 | $89.02 | $28 | $935 | | 2021 | $6,185,143 | $14,893,416 | N/A | N/A | $1,571,289 | $2,161,359 | $214.16 | $111.35 | $(71) | $425 |
Pay Versus Performance Table
| (1) Mary Anne Heino is the First PEO for the fiscal years ended December 31, 2021, 2022, 2023, and 2025, 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 and the Second PEO for the fiscal year ended December 31, 2025. 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
2025: Robert J. Marshall, Jr., Dr. Ludger Dinkelborg, Amanda M. Morgan, Daniel M. Niedzwiecki, Paul M. Blanchfield 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
Pay Versus Performance Table
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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
| | 2025 | | 2024 | | 2023 | 2022 | 2021 | | | First PEO $ | Second PEO $ | First PEO $ | Second PEO $ | First PEO $ | First PEO $ | First PEO $ | | Summary Compensation Table Total | 2,173,930 | 13,919,738 | 13,400,697 | 787,596 | 12,578,845 | 9,479,445 | 6,185,143 | | Adjustments for Stock and Option Awards: | | | | | | | | | (Subtraction): Value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (1,499,962) | (12,479,053) | (11,106,152) | — | (10,207,442) | (7,246,107) | (4,036,516) | | 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 | 2,315,141 | 6,688,203 | 16,486,730 | 476,619 | 8,152,008 | 6,639,815 | 6,809,771 | | 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 | (3,404,949) | (4,713,271) | — | 7,712,613 | 4,392,380 | 9,278,284 | 5,429,728 | | 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 | 550,970 | 95,554 | 61,324 | 661,327 | 4,773,973 | 2,886,725 | 505,290 | | (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) | 135,130 | 3,511,171 | 18,842,599 | 9,638,155 | 19,689,764 | 21,038,162 | 14,893,416 |
Pay Versus Performance Table
| | 2025 | 2024 | 2023 | 2022 | 2021 | | | 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 | 6,832,153 | 4,201,897 | 3,956,571 | 2,968,158 | 1,571,289 | | Adjustments for Stock and Option Awards: | | | | | | | (Subtraction): Value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (3,472,511) | (3,289,879) | (2,881,763) | (2,047,348) | (988,038) | | 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 | 1,582,256 | 4,922,192 | 2,230,819 | 1,848,646 | 1,089,451 | | 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 | (1,215,528) | 1,589,744 | 834,986 | 1,770,326 | 540,943 | | 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 | 66,880 | 155,333 | 598,515 | 670,174 | 85,754 | | (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 | (1,851,983) | — | — | — | (138,040) | | Compensation Actually Paid (as calculated) | 1,941,267 | 7,579,287 | 4,739,128 | 5,209,956 | 2,161,359 |
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
Pay Versus Performance Table
| Lantheus 2026 Proxy Statement | Executive Compensation | 65 |
Pay Versus Performance Table
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 2025 rTSR PSUs. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025 Form 10-K. |
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
CAP and Cumulative TSR / Cumulative TSR of the Peer Group
Pay Versus Performance: Graphical Description
| Lantheus 2026 Proxy Statement | Executive Compensation | 66 |
Pay Versus Performance: Graphical Description
CAP and Company Net Income CAP and Company Net Revenue
Pay Versus Performance: Graphical Description
| Lantheus 2026 Proxy Statement | Executive Compensation | 67 |

DEF 14A of Lantheus Holdings, Inc.

Proposal 1: Election of Class II 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 II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders

Class II Directors for Election for a Three-Year Term Expiring at the 2029 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 I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2028 Annual Meeting of Shareholders

Class I Directors Continuing in Office until the 2028 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

Director Compensation

Key Compensation Decisions and Actions

Key Compensation Decisions and Actions

Elements of Compensation

The Decision-Making Process

The Decision-Making Process

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

Market Benchmarking

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan

2025 Executive Bonus Plan