UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material under§240.14a-12 |
LANTHEUS HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. | |||
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(2) | Aggregate number of securities to which transaction applies:
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(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(5) | Total fee paid:
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☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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March 15, 201918, 2021
To Our Stockholders:
We cordially invite you to attend Lantheus Holdings, Inc.’s 20192021 Annual Meeting of Stockholders, to be held on Wednesday, April 24, 201928, 2021 at 11:00 a.m. (Eastern Time) at(the “Annual Meeting”). In light of the DoubleTree—Bedford Glen, located at 44 Middlesex Turnpike, Bedford, MA 01730.COVID-19 pandemic, the Annual Meeting will be completely virtual via the Internet to protect the health and safety of Lantheus stockholders, directors, management and other stakeholders. You will be able to attend the meeting virtually and vote and submit questions by visiting www.proxydocs.com/LNTH.
The Notice of Internet Availability of Proxy Materials and the proxy statement that follow describe the business to be conducted at the meeting.
Your vote is important. We encourage you to vote by proxy in advance of the meeting,Annual Meeting, whether or not you plan to attend the meeting.meeting virtually. On behalf of the Board of Directors, thank you for your continued investment in our company.
Sincerely,
Brian Markison
Chairman of the Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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We are holding our 2019The 2021 Annual Meeting of Stockholders of Lantheus Holdings, Inc., a Delaware corporation (“we” or “our”), will be held virtually at 11:00 a.m. (Eastern Time) on Wednesday, April 28, 2021 (the “Annual Meeting”). The Annual Meeting will be held virtually via the Internet at www.proxydocs.com/LNTH. To be admitted to the Annual Meeting at www.proxydocs.com/LNTH, you must register by clicking a link within that website. You must enter the unique 12-digit control number found on your proxy card or the voting instruction form you receive. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. A support line will be available on the meeting website for any questions on how to participate in the Annual Meeting.
Your vote is important. We encourage you to vote by proxy in advance of the virtual meeting, whether or not you plan to attend the meeting. The proxy statement includes instructions on how to vote, including by Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions regarding voting.
At the Annual Meeting, stockholders will consider and act upon the following purposes,proposals, which are described in more detail in the proxy statement, to:statement:
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the election of three Class III directors to our Board of Directors;
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the approval, on an advisory basis, of the compensation paid to our named executive officers (commonly referred to as “say on pay”);
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the approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,600,000 shares; and
the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
At the meeting, we will also transact any other business as may properly come before the meeting or any adjournment or postponement thereof. Only stockholders of record as of the close of business on February 26, 2019March 1, 2021 will be entitled to attend and vote at the meeting.
We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice”) instead of paper copies of our proxy materials and our 20182020 Annual Report on Form10-K. The Notice contains instructions on how to access those documents and how to cast your vote via the Internet.Internet and telephone. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report. This process allows us to provide our stockholders with the information they need on a timelier basis, while lowering the costs of printing and distributing our proxy materials and reducing the environmental impact.
Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting. The proxy statement includes instructions on how to vote, including by Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.
By order of the Board of Directors,
Michael P. DuffyDaniel M. Niedzwiecki
Senior Vice President, Deputy General Counsel and
Corporate Secretary
March 15, 201918, 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held on April 24, 2019.28, 2021.
The Lantheus Holdings, Inc. Proxy Statement and Annual Report are available at http://www.proxydocs.com/lnth.LNTH.
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PROXY STATEMENT
20192021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 201928, 2021
The Board of Directors (the “Board”“Board”) is making this proxy statement available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection with the solicitation of proxies by the Board for our 20192021 Annual Meeting of Stockholders to be held on Wednesday, April 24, 201928, 2021 at 11:00 a.m. (Eastern Time) atto be held virtually via the DoubleTree—Bedford Glen, located at 44 Middlesex Turnpike, Bedford, MA 01730,Internet, and any adjournment or postponement of that meeting (the “Annual Meeting”“Annual Meeting”). If you requested printed versions of these materials by mail, theythose materials will also include a proxy card for the Annual Meeting.
Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice”) to our stockholders of record and beneficial owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begin on or about March 15, 2019.18, 2021.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON APRIL 24, 2019:28, 2021:
This Proxy Statement, the accompanying proxy card or voting instruction card and
our 20182020 Annual Report on Form10-K are each available at http://www.proxydocs.com/lnth.LNTH.
In this proxy statement, unless the context requires otherwise, the words “Lantheus,“Lantheus,” “Company,“Company,” “we,“we,” “us”“us” and “our”“our” refer to Lantheus Holdings, Inc. and its subsidiaries. The mailing address of our principal executive offices is Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862.
In this proxy statement, we indicate that certain materials are available on our Investor Relations website at http://investor.lantheus.com. The information on our website is not part of, and is not incorporated into, this proxy statement.
EXPLANATORY NOTE
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we are, therefore, permitted to, and we intend to rely on, exemptions from certain disclosure requirements applicable to other public companies. For example, we are not required to provide our stockholders with the opportunity to vote on certain executive compensation matters on anon-binding advisory basis.
We will remain an emerging growth company until December 31, 2020 unless, prior to that time, we (i) have more than $1.07 billion in annual revenue, (ii) have a market value for our common stock held bynon-affiliates of more than $700 million as of the last day of our second fiscal quarter of the fiscal year when a determination is made that we are deemed to be a “large accelerated filer,” as defined in Rule12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (iii) issue more than $1 billion ofnon-convertible debt over a three-year period.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Below are answers to common questions stockholders may have about the Proxy Materials and the Annual Meeting.
What are the Proxy Materials?
The “Proxy Materials” consist of the Notice, this proxy statement, our Annual Report on Form10-K for the fiscal year ended December 31, 2018 and2020, (if you request paper copies) a proxy card/voting instruction form.form (collectively, the “Proxy Materials”) and the Annual Meeting.
What items will be votedam I voting on?
You are voting on the following proposals at the Annual Meeting and how does Meeting:
the election of three Class III directors to our Board of Directors recommend that I vote?Directors;
There are three proposals
the approval, on an advisory basis, of the compensation paid to be votedour named executive officers (commonly referred to as “say on atpay”);
the approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,600,000 shares;
the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
any other business properly coming before the Annual Meeting, to:Meeting.
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Our amended and restated bylaws require that we receive advance notice of any proposals to be brought before the Annual Meeting by our stockholders. We have not received any such proposals. Weproposals, and we do not anticipate any other matters will come before the Annual Meeting. If any other matter properly comes before the Annual Meeting, the proxy holders appointed by the Board will have discretion to vote on those matters.
Who is soliciting my vote?
The Board of Directorsis soliciting your vote at the Annual Meeting.
How does the Board recommend that I vote?
The Board recommends that you votevote:
““FOR”FOR” the election of each of the three nominees in Proposal 1for Class III directors to our Board of Directors;
“FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers;
“FOR” the approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,600,000 shares; and
“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
“FOR” Proposals 2 and 3.
Who may vote at the meeting?
Holders of shares of our common stock (“Shares”Shares”) as of the close of business on February 26, 2019March 1, 2021 (the “Record Date”“Record Date”) may vote at the Annual Meeting.
How many Shares may be voted at the Annual Meeting?
Only stockholders of record as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. As of the close of business on the Record Date, there were 38,628,50167,031,904 Shares entitled to vote at the Annual Meeting.
How many votes do I have?
Holders of our common stock are entitled to one vote for each Share held as of the Record Date. We do not have cumulative voting.
How will my Shares be counted as “present” at the Annual Meeting, and how many votes must be present to hold the Annual Meeting?
Your Shares are counted as “present” at the Annual Meeting if you attend the Annual Meeting and vote in-person or if you properly return a proxy to vote your Shares by Internet, telephone or mail (as described below). In order for us to hold our Annual Meeting, holders of a majority of our outstanding Shares as of the Record Date must be present in person or by proxy at the Annual Meeting. This majority is referred to as a quorum. Abstentions and broker non-votes will be counted as Shares present to determine whether a quorum exists to hold the Annual Meeting.
What vote is required for each proposal?
Under Delaware law and our bylaws, if a quorum exists at the meeting, the affirmative vote of a plurality of theThe following votes cast at the meeting isare required for the election of Class I directors. This means that the three nominees receiving the largest number of “FOR” votes will be elected as Class I directors. We do not have cumulative voting. Also see “Proposal 1: Election of Directors – Majority Voting Policy to Take Effect at Next Meeting.”
Proposal | Vote Required for Approval | |
Proposal 1: Election of Class III directors | A plurality of the votes properly cast, subject to | |
Proposal 2: Advisory vote on executive compensation | No vote is required for approval, as this is an advisory vote. | |
Proposal 3: The approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of Shares reserved for issuance thereunder | A majority of the votes properly cast. | |
Proposal 4: Ratification of the Company’s independent registered public accounting firm | A majority of the votes properly cast. |
Notwithstanding the voting requirements described above, our Board and its committees value the opinions of stockholders and will consider the results of these votes in making future decisions relating to director elections, executive compensation arrangements and retention of our independent auditor.
In particular, our Board has adopted a majority voting policy. If a director nominee does not receive votes affirmatively cast “FOR” her or his election in excess of 50% of the number of Shares reservedvotes used for issuancepurposes of establishing the presence of a quorum, then that director will be determined by a majority ofcontingently tender her or his resignation, which the votes cast.Board may, in its sole discretion, elect to accept.
The ratification of the Company’s independent registered public accounting firm will be determined by a majority of the votes cast.
How are abstentions and brokernon-votes counted?
Abstentions (that is, Shares present at the meeting in person or by proxy that are voted “ABSTAIN”) and brokernon-votes (explained below) are counted for the purpose of establishing the presence of a quorum, but are not counted as votes cast “FOR” or “AGAINST.”
What is the difference between a stockholder of record and a beneficial owner of Shares held in street name?
Stockholder of Record.If your Shares are registered directly in your name with our transfer agent, Computershare, then you are a “stockholder“stockholder of record.record.”
Beneficial Owner of Shares Held in Street Name.If your Shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a “beneficial“beneficial owner of Shares”Shares” held in “street name.” In that case, the organization holding your account is considered the stockholder of record. As a beneficial owner, you have the right to direct the organization holding your account on how to vote the Shares you hold in your account.
How do stockholders of record vote?
There are four ways for stockholders of record to vote:
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• | By mail.You may vote by filling out, signing and dating the enclosed proxy card and returning it in the envelope provided. The completed proxy card must be received by the close of business on April |
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When and where will the Annual Meeting be held?
The Annual Meeting will convene at 11:00 a.m. (Eastern Time) on Wednesday, April 28, 2021 in a virtual meeting format only. Because the Annual Meeting is completely virtual and being conducted via live webcast, Lantheus stockholders will not be able to physically attend the meeting.
Why is the Annual Meeting a virtual, online meeting?
In light of the COVID-19 pandemic, the Annual Meeting will be completely virtual to protect the health and safety of Lantheus stockholders, directors, management and other stakeholders. There will not be a physical meeting location.
Lantheus believes that hosting a virtual meeting will facilitate stockholder attendance and participation at the Annual Meeting by enabling stockholders to participate remotely from any location around the world. Lantheus has designed the Annual Meeting to provide the same rights and opportunities to participate as stockholders as they would at an in-person meeting.
How can I attend the virtual Annual Meeting?
The Annual Meeting will be a virtual meeting conducted exclusively via live webcast starting at 11:00 a.m. (Eastern Time) on April 28, 2021. To be admitted to the Annual Meeting’s live webcast, you must register at www.proxydocs.com/LNTH as described in your proxy card or voting instruction form. As part of the registration process, you must enter the control number found on your proxy card or voting instruction form.
Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting and to submit questions during the meeting. Please be sure to follow the instructions found on your proxy card or voting instruction form and subsequent instructions that will be delivered to you via email.
May I see a list of stockholders entitled to vote as of the record date?
Yes. We will make a list of stockholders entitled to vote at the Annual Meeting available electronically for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least 10 days prior to the Annual Meeting and available electronically during the meeting by providing hyperlink access for those attending the Annual Meeting. Please contact our Investor Relations department at (978)-671-8842 or ir@lantheus.com if you wish to inspect the list of stockholders entitled to vote at the Annual Meeting prior to the Annual Meeting.
Do I need to register to attend the live webcast of the Annual Meeting?
Yes. You must register to attend the Annual Meeting at www.proxydocs.com/LNTH. You will be asked to provide the control number found on your proxy card or voting instruction form. After completion of your registration, you will be emailed further instructions, including a unique link to access the virtual meeting.
How do I submit questions for the Annual Meeting?
If you wish to submit a question in advance of or during the Annual Meeting, you may submit a question at www.proxydocs.com/LNTH after logging in with the control number found on your proxy card or voting instruction form.
We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We will try to answer as many stockholder-submitted questions as time permits, provided that we reserve the right to edit inappropriate language, or to exclude questions that are determined by the chairperson of the Annual Meeting to not be pertinent to meeting matters or otherwise inappropriate. If substantially similar questions are received, we will group such questions together and provide a single response to avoid repetition. We may post questions and answers if applicable to our business on the Company’s investor relations website at https://investor.lantheus.com following the Annual Meeting.
Who do I contact if I am encountering difficulties attending the meeting online?
We will have technicians standing by and ready to assist you with any technical difficulties you may have accessing the Annual Meeting on the meeting website. The meeting website will be provided to you upon registering for the Annual Meeting. If you encounter any difficulties during the meeting, please call the toll-free phone number provided to you in an email that you will receive one hour before the Annual Meeting.
How does the Board recommend that I participate at the Annual Meeting?
Whether or not you plan to attend the Annual Meeting virtually, we encourage you to vote ahead of time via the Internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide to attend the Annual Meeting.
How do beneficial owners of Shares held in street name vote?
If you hold your Shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow the instructions of the organization that holds your Shares.
Can I change my vote after submitting a proxy?
Stockholders of record may revoke their proxy before the Annual Meeting by delivering to Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Corporate Secretary, a written notice stating that a proxy is revoked, by signing and delivering a proxy bearing a later date, by voting again via theby Internet or by telephone, or by attending the Annual Meeting virtually and voting in person atonline during the Annual Meeting.
Street name stockholders who wish to change their votes should contact the organization that holds their Shares.
If I hold Shares in street name through a broker, can the broker vote my shares for me?
If you hold your Shares in street name and you do not vote, the broker or other organization holding your Shares can vote on certain “routine” proposals but cannot vote on other proposals.proposals, as follows:
Proposal 1 (election of Class I directors) is not considered a “routine” proposal. If you hold Shares in street name and do not vote on Proposal 1, then your Shares will be counted as “brokernon-votes” for that proposal.
Proposal |
Considered a “Routine” Proposal? | If you hold Shares in street name and do not vote on a Proposal, then your Shares | ||
Proposal 1: Election of Class III directors | No | will be counted as “broker non-votes” for that proposal | ||
Proposal 2: Advisory vote on executive compensation | No | will be counted as “broker non-votes” for that proposal | ||
Proposal 3: The approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of Shares reserved for issuance thereunder | No | will be counted as “broker non-votes” for that proposal | ||
Proposal 4: Ratification of the Company’s independent registered public accounting firm | Yes | may be voted by your broker or other organization holding your Shares |
Where can I find voting results?
We will file a Current Report on Form8-K with the SEC to report the final voting results from the Annual Meeting within four business days of the Annual Meeting.
I share an address with another stockholder. Why did we receive only one set of Proxy Materials?
Some banks, brokers and nominees may be participating in the practice of “householding” Proxy Materials. This means that only one copy of the Proxy Materials may be sent to multiple stockholders in your household. If you hold your Shares in street name and want to receive separate copies of the Proxy Materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the bank, broker or other organization that holds your Shares.
Upon written or oral request, the Company will promptly deliver a separate copy of the Proxy Materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Proxy Materials, you can contact our Investor Relations department at978-671-8842 or ir@lantheus.com or by writing to Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Investor Relations.
What areWho is paying for this proxy solicitation?
The Company is paying the implicationscosts of being an “emerging growth company”?
We are an “emerging growth company,” as definedthe solicitation of proxies. Members of the Board, officers and employees of the Company and, potentially, a third party proxy solicitor, may solicit proxies by mail, telephone, fax, email or in the JOBS Act, and we are, therefore, permitted to, and we intend to rely upon, exemptions from certain disclosure requirements applicable to other public companies. For example, we are not required to provide our stockholders with the opportunity to vote on certain executive compensation matters on anon-binding advisory basis.
person. We will remain an emerging growth company until December 31, 2020 unless, priornot pay directors, officers or employees any extra amounts for soliciting proxies. If we decide to that time,retain a third party proxy solicitor, we (i) havewould expect to pay it no more than $1.07 billion$15,000 for any proxy solicitation services it renders. We may, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in annual revenue, (ii) have a market valueforwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions. If you choose to access the Proxy Materials or vote over the Internet, you are responsible for our common stock held bynon-affiliates of more than $700 million as of the last day of our second fiscal quarter of the fiscal year when a determination is madeany Internet access charges that we are deemed to be a “large accelerated filer,” as defined in Rule12b-2 promulgated under the Exchange Act or (iii) issue more than $1 billion ofnon-convertible debt over a three-year period.you may incur.
Who should I contact if I have additional questions?
YouIf you have additional questions, you can contact our Investor Relations department at978-671-8842 or ir@lantheus.com or by writing to Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Investor Relations. Stockholders who hold their Shares in street name should contact the organization that holds their Shares for additional information on how to vote.
PROPOSAL 1: ELECTION OF DIRECTORS
TheOur Board is currently comprised of tennine directors. In accordance with our Amended and Restated Certificate of Incorporation (our “Charter”“Charter”), our Board consists of three classes: Class I, Class II and Class III, with terms expiring in 2019, 20202021 (for Class III), 2022 (for Class I) and 2021, respectively. Ms. Mary Anne Heino, Mr. Samuel Leno2023 (for Class II). Messrs. Brian Markison and Gary Pruden and Dr. Derace SchafferJames Thrall are the Class IIII directors whose terms expire at the Annual Meeting. Our Board has nominated, and stockholders are being asked to elect, Ms. Heino, Mr. LenoMessrs. Brian Markison and Gary Pruden and Dr. SchafferJames Thrall for three-year terms expiring at our 20222024 Annual Meeting of Stockholders. If elected, each of the nominees will hold office until our 20222024 Annual Meeting of Stockholders and a successor is duly elected and qualified or until her or his earlier death, resignation or removal.
In connection with the Company’s acquisition of Progenics Pharmaceuticals, Inc. (“Progenics” and, such acquisition, the “Progenics Acquisition”), which closed in June of 2020, the Board committed to reducing the size of the Board to eight members prior to the date of the Annual Meeting. In connection with this decision, Dr. Frederick Robertson, a current Class II director, has agreed to resign from his Board and committee roles, effective as of immediately prior to the Annual Meeting. Dr. Robertson’s departure is not due to a disagreement with the Company, the Board or management on any matter relating to the Company’s operations, policies or practices.
The persons named as proxies will vote to elect each of thesethe three Board nominees, unless a stockholder indicates that hisher or herhis Shares should be withheld with respect to any one or more of these nominees.
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 “Corporate“Corporate Governance—Executive Officers and Directors”Directors” and the criteria and diversity policy described under “Director“Director Nomination Process and Diversity Policy.Policy.”
Under Delaware law and our amended and restated bylaws, if a quorum exists at the meeting, the affirmative vote of a plurality of the votes cast at the meeting is required for the election of Class I directors.III directors, subject to our majority voting policy described under “Majority Voting Policy.” This means that the three nominees receiving the largest number of “FOR” votes will be elected as Class IIII directors. We do not have cumulative voting.
Majority Voting Policy To Take Effect at Next Annual Meeting
On October 18, 2018, upon the recommendation of our Nominating and Corporate Governance Committee, ourOur Board has adopted a majority voting policy, providing that in the case of an uncontested election of directors in which a director nominee does not receive votes affirmatively cast “FOR” hisher or herhis election orre-election in excess of 50% of the number of votes cast with respect to that nominee’s election orre-election,used for purposes of establishing the presence of a quorum (a “Majority Vote”), that director will contingently tender her or his or her resignation, which,with the resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board in accordance with the majority voting policy, which the Board may, in its sole discretion, elect to accept. The majority voting policy will take effect beginning with the election of our Class II directors at our annual stockholders meeting in 2020.
Board of Directors’ Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE “FOR”“FOR” EACH OF THE DIRECTOR
NOMINEES IN THIS PROPOSAL 1.1,
AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH NOMINEES,
UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
Executive Officers and Directors
The following table sets forth information regarding our current executive officers and directors, including their ages as of the date of this proxy statement.
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| 61 | President and Chief Executive Officer; Director | ||||
Dr. Gérard Ber | 63 | Director | ||||
Samuel Leno | 75 | Director | ||||
Heinz Mäusli | 58 | Director | ||||
Julie McHugh | 56 | Director | ||||
Gary J. Pruden | 59 | Director | ||||
Dr. Frederick Robertson | 65 | Director | ||||
Dr. James | 77 | Director | ||||
Robert J. Marshall, Jr. | 54 | Chief Financial Officer | ||||
| Chief Commercial Officer | |||||
| 51 | Chief Operations Officer | ||||
Michael P. Duffy | 60 | Senior Vice President, Law and Public Policy and General Counsel | ||||
Linda Lennox | 56 | Vice President, Corporate Communications | ||||
Dr. Istvan Molnar | 54 | Chief Medical Officer | ||||
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| Senior Vice President, Quality |
Brian Markisonis theNon-Executive Chairman of the Board and Chaira member of the FinancingScience and StrategyTechnology Committee. Mr. Markison joined the Board in September 2012 and was elevated to Chairman in January 2013. Mr. Markison has been a Healthcare Industry Executive for Avista Capital Partners since September 2012. Mr. Markison is a seasoned executive with more than 30 years of operational, marketing, commercial development and sales experience with international pharmaceutical companies. He is currently the Chief Executive Officer and a Director of Osmotica Holdings, S.C.Sp., after serving as Executive Chairman of one of its predecessor companies, Vertical/Trigen Holdings, LLC. Previously, he held the position of President and Chief Executive Officer and member of the Board of Directors of Fougera Pharmaceuticals Inc., a specialty pharmaceutical company in dermatology, prior to its sale to Sandoz, the generics division of Novartis AG. Before leading Fougera, Mr. Markison was Chairman and Chief Executive Officer of King Pharmaceuticals, which he joined as Chief Operating Officer in March 2004, and was promoted to President and Chief Executive Officer later that year and elected Chairman in 2007. Prior to joining King, Mr. Markison held various senior leadership positions at Bristol-Meyers Squibb, including President of Oncology, Virology and Oncology Therapeutics Network; President of Neuroscience, Infectious Disease and Dermatology; and Senior Vice President, Operational Excellence and Productivity. Mr. Markison also serves on the Board of Directors of National Spine Centers LLC on the Board of Directors of Braeburn Pharmaceuticals, and on the Board of Directors of Cosette Pharmaceuticals. He is also a Director of the College of New Jersey. Mr. Markison holds a
Bachelor of Science degree from Iona College. Mr. Markison was chosen as a Director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry.
James C. ClemmerMary Anne Heino has served as our President and Chief Executive Officer and as a Director since August 2015. She previously served as our Chief Operating Officer, a position she held from March 2015 until August 2015, and as our Chief Commercial Officer, a position she held from April 2013 (when she joined the Company) until March 2015. Ms. Heino brings more than 25 years of diverse pharmaceutical industry experience to the Board. Prior to joining Lantheus, Ms. Heino led Angelini Labopharm LLC and Labopharm USA in the roles of President and Senior Vice President of World Wide Sales and Marketing from February 2007 to March 2012. From May 2000 until February 2007, Ms. Heino served in numerous capacities at Centocor, Inc., a Johnson & Johnson (“J&J”) company. Ms. Heino began her professional career with Janssen Pharmaceutica, another J&J company, in June 1989 and worked her way up to the role of Field Sales Director in 1999. Ms. Heino received her Master in Business Administration from the Stern School of Business at New York University. She earned a Bachelor of Science in Nursing from the City University of New York and a Bachelor of Science in Biology from the State University of New York at Stony Brook. Ms. Heino currently serves on the Executive Committee of the Massachusetts Business Roundtable and the Board of MassMEDIC. Ms. Heino was chosen as a Director because of her role as President and Chief Executive Officer, which gives her an extensive understanding of our business and operations, and because of her broad experience in the pharmaceutical industry.
Dr. Gérard Ber is a Director and a member of the Audit CommitteeScience and the CompensationTechnology Committee, serving on the Board since July 2015.June 2020. Dr. Ber is also a member of the Board of Y-mAbs Therapeutics, Inc. He is a seasoned industry executive with more than 25 yearsserved on the Board of
operational, manufacturing, marketing Directors of Progenics until its acquisition by the Company. Dr. Ber was also the Co-Founder and business development experience with global healthcare product companies. Mr. Clemmer is President andformer Chief ExecutiveOperating Officer of AngioDynamics Inc., a medical device manufacturer basedAdvanced Accelerator Applications S.A. until its acquisition by Novartis AG. He brings over 30 years of experience in Latham, New York. He previously served as Presidentmolecular nuclear medicine, specifically including product development, production and commercialization of the Medical Supplies segment at Covidien plc, directing strategicdiagnostics andday-to-day operations therapeutic products for global business divisions that collectively manufactured 23 different product categories. In addition, Mr. Clemmer managed global manufacturing, research and development, operational excellence, business development and all other functions associated with the Medical Supplies business. Mr. Clemmer is a graduate of the Massachusetts College of Liberal Arts. Mr. Clemmer served as a trustee to the college and as Interim President. Mr. Clemmerseveral indications in various diseases. Dr. Ber was chosen as a Director because of his strong commercial and operational management background and extensive experience in the healthcare industry.with radiopharmaceutical products.
Samuel Lenois a Director and the Chairperson of the Audit Committee and a member of the FinancingNominating and StrategyCorporate Governance Committee, serving on the Board since May 2012. Mr. Leno is a strategic executive with more than 40 years of experience with complex multinational companies. He most recently held the positions of Executive Vice President and Chief Operations Officer at Boston Scientific. He previously served as Executive Vice President, Finance and Information Systems and Chief Financial Officer. He retired from Boston Scientific in December 2011. Prior to joining Boston Scientific, Mr. Leno served as Executive Vice President, Finance and Corporate Services and Chief Financial Officer at Zimmer Holdings, Inc. and Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc. and Coram Healthcare. Previously, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. He was the Chairman of the Board of Directors and of the Audit Committee of Zest Dental Solutions until it was acquired in 2018.Anchors, Inc. He also previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and also served on the Board of Directors of Endotronix, Inc. Mr. Leno served as a Lieutenant in the United States Navy and is a Vietnam veteran. He holds a Bachelor of Science in Accounting from Northern Illinois University and a Master of Business Administration from Roosevelt University. Mr. Leno was chosen as a Director because of his financial expertise and industry background.
Heinz Mäusli is a Director and a member of the Audit Committee and Compensation Committee, serving on the Board of Directors since June 2020. He is also a member of the Board of Directors of Inventiva SA. He served on the Board of Directors and as the Chairperson of the Audit Committee of Progenics until its acquisition by the Company. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., previously serving on its board and also on the executive team that managed its integration into Novartis AG after helping it grow into a global leader within its field. Mr. Mäusli previously worked as a management consultant for a number of strategy projects in both Europe and the United States for Accenture and Gemini Consulting, as well as independently. He brings more than 15 years of experience in the molecular nuclear
medicine industry, as well as significant management and executive experience. Mr. Mäusli was chosen as a Director because of his financial and legal background and extensive experience with radiopharmaceutical products.
Julie McHughis a Director and the Chairperson of the Compensation Committee, serving on the Board since January 2017. Ms. McHugh brings over 30 years of experience in the pharmaceutical, biotech and medical devices industries. She recently served as Chief Operating Officer of Endo Health Solutions, Inc., where she was responsible for the specialty pharmaceutical and generic drug businesses. Prior to that, Ms. McHugh was CEO of Nora Therapeutics, Inc., a venture capital backed biotech startup company focused on developing novel therapies for the treatment of infertility disorders. Previously, she served as Company Group Chairman for the worldwide virologyWorldwide Virology business unit of Johnson & Johnson (“J&J”),&J, and prior to that, she was President of Centocor, Inc., a J&J subsidiary. In this role, Ms. McHugh oversaw the development and launches of several products, including Remicade® (infliximab), Prezista® (darunavir) and Intelence® (etravirine). Prior to joining Centocor, Ms. McHugh led the marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc. Ms. McHugh currently serves on the Board of Directors and as a member of the Nominating and Governance Committee and Audit Committee of Aerie Pharmaceuticals, Inc., as Chairman of the Board of Directors and as a member of the Nominating and Governance Committee and Audit Committee of Ironwood Pharmaceuticals, Inc., on the Board of Directors of New Xellia Group A/S and on the Board of Directors and as Chairperson of the Nominating and Governance Committee and Audit Committee of Ironwood Pharmaceuticals, Inc., and on the Boards of Directors of New Xellia Group A/S and Trevena Pharmaceuticals, Inc. Ms. McHugh also serves as a member of the Strategic Advisor Board for HealthCare Royalty Partners. She previously served on the Board of Directors of the Biotechnology Industry Organization, the New England Healthcare Institute, the Pennsylvania Biotechnology Association, EPIRUS Pharmaceuticals, Inc. and ViroPharma Inc. Ms. McHugh received a Master of Business Administration from St. Joseph’s University and a Bachelor of Science from Pennsylvania State University. Ms. McHugh was chosen as a Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry.
Gary J. Prudenis a Director and a member of the Audit Committee and the Financing and StrategyCompensation Committee, serving on the Board since February 2018. Mr. Pruden has over 30 years of experience in the global healthcare industry. Most recently, Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of J&J from 1985 until 2017. In April 2016, Mr. Pruden was
appointed as a member of the Executive Committee of J&J, where his official title was Executive Vice President, Worldwide Chairman, Medical Devices. Prior to that, he held roles of increasing responsibility within J&J, serving as Worldwide Chairman in the Medical Devices division from 2015 to 2016, as Worldwide Chairman of Global Surgery Group from 2012 to 2015, as Company Group Chairman of Ethicon, Inc. from 2009 to 2012, as Worldwide President of Ethicon, Inc., a J&J subsidiary, from 2006 to 2009, and as President of the J&J subsidiary, Janssen-Ortho Inc. in Canada, from 2004 to 2006. Mr. Pruden has also served in several capacities, including Chairman of Technology & Regulatory Committee and Executive Committee Member, with the Advanced Medical Technology Association, a medical device trade association. Mr. Pruden currently serves on the Board of Directors and as a member of the Audit Committee and Compensation Committee of Motus GI Holdings, Inc., on the Board of Directors and as Chairperson of the Audit Committee for Ossio Inc., and on the Board of Directors of Avisi Technologies Inc. Mr. Pruden received his Bachelor of Science in Finance at Rider University, where he later served on the Board of Trustees from 2011 until 2015. 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.
Kenneth J. Pucelis a Director and a member of the Compensation Committee, serving on the Board since February 2018. Mr. Pucel has been an Executive Vice President of Global Operations, Engineering & Lean, at Polaris Industries Inc. since December 1, 2014. There, Mr. Pucel is responsible for all aspects of Polaris manufacturing operations, including production, quality, supply chain, and logistics for Polaris. He is also responsible for all aspects of Research and Development for PolarisOff-Road,On-Road and Defense vehicles. Previously, Mr. Pucel was with Boston Scientific, a global provider of medical solutions, where he held positions of increasing responsibility, most recently as Executive Vice President of Global Operations, Quality and Technology from 2012 through 2014, and as a member of Boston Scientific’s Executive Committee from 2004 through 2014. Mr. Pucel holds a Bachelor of Science in Mechanical Engineering with a focus on Biomedical Engineering from the University of Minnesota. Mr. Pucel was selected as a Director because of his strong operational management background and extensive experience in manufacturing, supply chains and distribution.
Dr. Frederick Robertsonis a Director and a member of the Audit Committee and the Chairperson of the Nominating and Corporate Governance Committee, serving on the Board since March 2016. Dr. Robertson has been a Venture Partner at Baird Capital since 2011 and retired from the Anesthesiology Faculty at the University of Wisconsin School of Medicine and Public Health in 2018. Previously, Dr. Robertson held the role of Chief Executive Officer and Director of TomoTherapy Inc. before that company was acquired in 2011. Prior to joining TomoTherapy, Dr. Robertson served in a variety of roles in the medical field, including President and Chief Executive Officer of GE Marquette Medical Systems and later as Chief Clinical Officer of GE Medical Systems,
as well as management positions with Marquette Medical Systems, including President and Chief Executive Officer. He serves on the Board of Directors of the University of Wisconsin Foundation, the Morgridge Institute for Research, Alpha Source, Inc., Ensodata, Inc., and Zurex Pharma, Inc. Dr. Robertson is a National Association of Corporate Directors Board Leadership fellow, received his Master of Business Administration from San Diego State University and earned his M.D. from University of Wisconsin Medical School. Dr. Robertson was chosen as a Director because of his extensive experience as a physician and as an executive, board member and investor in companies across the healthcare industry.
Dr. Derace Schafferis a Director and a member of the Compensation Committee and the Nominating and Corporate Governance Committee, serving on the Board since March 2016. Dr. Schaffer is the founder and Chief Executive Officer of The Lan Group, a venture capital firm specializing in healthcare and high technology investments. He has also been a Clinical Professor of Radiology at both the University of Rochester Medical College as well as the Weill Cornell Medical College. Additionally, he serves as a member of the Board of Directors of private companies Medical Tracking Solutions, Inc., Partners Imaging, National Spine Centers LLC and Catalyst OrthoScience LLC. Previously, Dr. Schaffer served as Vice Chairman and Chief Executive Officer of Healthcare Acquisition Corp. from April 2005 to August 2007. He has served as Chairman of several healthcare companies, including Radiologix, Inc., of which he was the founder. Prior to that, he served as Chief Executive Officer and Chairman of Ide Imaging Group, P.C. from 1980 to 2001. Dr. Schaffer held the role of director on many healthcare boards of directors, including several health systems, and has been a founder of
more than two dozen companies, both public and private, over the past 30 years. Dr. Schaffer received his postgraduate radiology training at Harvard Medical School and Massachusetts General Hospital, where he served as Chief Resident, and is a member of the Alpha Omega Alpha Honor Medical Society. Dr. Schaffer was chosen as a Director because of his extensive experience as a radiologist and physician and as a serial entrepreneur, founder, executive, board member and investor in companies across the healthcare industry.
Dr.James H. Thrallis a Director, and a member of the Nominating and Corporate Governance Committee and the Chairperson of the Science and Technology Committee, serving on the Board since February 2018. Dr. Thrall currently holds the Distinguished Juan M. Taveras Professorship of Radiology at Harvard Medical School, having also served as Chairman of the Department of Radiology at the Massachusetts General Hospital from 1988 until 2013. Previously, Dr. Thrall served as Chairman of Radiology at the Henry Ford Hospital between 1983 and 1988, where he also served as a Physician Trustee and held the position of Vice Chairman of the Board of Governors of the Henry Ford Medical Staff. Dr. Thrall is a member of the National Academy of Medicine and has served in leadership and board of directors positions at many U.S. and international medical and professional societies. Dr. Thrall received his M.D. from the University of Michigan in 1968 and trained in Radiology and Nuclear Medicine at the Walter Reed Army Medical Center, Washington, D.C. Dr. Thrall returned to the University of Michigan in 1975 and was promoted to Professor in 1981. 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.
Mary Anne Heino has served as our President and Chief Executive Officer and as a Director since August 2015. She previously served as our Chief Operating Officer, a position she held from March 2015 until August 2015, and as our Chief Commercial Officer, a position she held from April 2013 (when she joined the Company) until March 2015. Ms. Heino brings 30 years of diverse pharmaceutical industry experience to the Board. Prior to joining Lantheus, Ms. Heino led Angelini Labopharm LLC and Labopharm USA in the roles of President and Senior Vice President of World Wide Sales and Marketing from February 2007 to March 2012. From May 2000 until February 2007, Ms. Heino served in numerous capacities at Centocor, Inc., a J&J company, including as Vice President, Strategic Planning and Competitive Intelligence, Vice President, Sales, Executive Director, Customer Relationship Management and Senior Director, Immunology Marketing. Ms. Heino began her professional career with Janssen Pharmaceutica as a Sales Representative in June 1989 and worked her way up to the role of Field Sales Director in 1999. Ms. Heino received her Master in Business Administration from the Stern School of Business at New York University. She earned a Bachelor of Science in Nursing from the City University of New York and a Bachelor of Science in Biology from the State University of New York at Stony Brook. Ms. Heino was chosen as a Director because of her role as President and Chief Executive Officer, which gives her an extensive understanding of our business and operations, and because of her strong commercial experience in the pharmaceutical industry.
Robert J. Marshall, Jr.joined Lantheus as Chief Financial Officer and Treasurer in September 2018. Mr. Marshall brings to the Company more than 30 years of finance experience, including in mergers and acquisitions, capital markets and investor relations. Prior to joining Lantheus, Mr. Marshall spent 16 years with Zimmer Biomet Holdings, Inc., a global medical device company with a leading position in musculoskeletal health. He held various senior leadership roles, including Vice President, Investor Relations and Corporate Treasurer, and most recently as Vice President, Americas Finance, for the U.S., Canadian and Latin American commercial markets. Prior to Zimmer Biomet, Mr. Marshall was employed with Brown & Williamson Tobacco, a subsidiary of British American Tobacco, p.l.c., in Louisville, Kentucky, where he held several positions of increasing responsibility. Mr. Marshall holds a Master of Business Administration from Indiana University, South Bend, and a Bachelor of Business Administration in Finance from the University of Notre Dame. He also holds the CFA designation.
Paul Blanchfield joined Lantheus as Chief Commercial Officer in January 2020. Prior to Lantheus, Mr. Blanchfield served as the Head of the U.S. Immunology Business Unit at Takeda Pharmaceutical Co., managing a multi-billion dollar P&L covering multiple rare diseases products. Prior to his time at Takeda, Mr. Blanchfield served in several different roles at Shire Plc across almost 6 years, including as the Head of U.S. Immunology, General Manager of Nordic-Baltics, Head of Corporate Strategy, and Chief of Staff to the CEO. In his time at Shire, Mr. Blanchfield launched multiple products, worked across nine different countries, oversaw a restructuring to increase commercial focus and reduce costs, and led efforts in M&A, corporate defense, integration, and long-term corporate and portfolio strategy. Prior to his time at Shire, Mr. Blanchfield worked at McKinsey & Company for 5 years, where he focused on health care, marketing, and sales. Mr. Blanchfield earned an MBA / MA in Education from Stanford University and an AB in Economics from Duke University.
John Bolla has served as our Chief Operations Officer since March 2019, having joined Lantheus as Senior Vice President of Technical Operations in May 2018. In this role, he is responsible for leading the company’s supply chain, manufacturing, operations, engineering, facilities, health and facilitiessafety, human resources and IT functions. He brings to the role more than 2225 years of diverse operations, supply chain operations and manufacturing
experience in the pharmaceutical industry. Prior to joining Lantheus, Mr. Bolla spent 2022 years at GlaxoSmithKline plc (“GSK”GSK”), a global branded pharmaceutical company. He held various senior leadership roles, including Vice President, Supply Chain, North America, where he was responsible for leading all
manufacturing, supply planning, logistics and distribution for GSK’s largest global market. He also held senior roles as Vice President and Site General Manager for a large GSK manufacturing facility in the U.S., as well as Vice President and Global Head of External Supply and Global Contract Manufacturing. He has also served in multiple senior Procurement leadership roles at GSK. Mr. Bolla holds a Bachelor of Science in Business Administration/Accounting from The University of Central Florida.
Michael P. Duffy has served as our Senior Vice President, Law and Public Policy since 2018, as our Senior Vice President, Strategy and Business Development from October 2015 to 2018 and as our General Counsel and Secretary since January 2008. From 2002 to 2008, he served as Senior Vice President, General Counsel and Secretary of Point Therapeutics, Inc., a Boston-based biopharmaceutical company. Between 1999 and 2001, Mr. Duffy served as Senior Vice President, General Counsel and Secretary of Digital Broadband Communications, Inc., a competitive local exchange carrier. From 1996 to 1999, Mr. Duffy served as Senior Vice President, General Counsel and Secretary of ETC w/tci, asub-portfolio of TCI Ventures, Inc./Liberty Media Corporation. Mr. Duffy began his legal career with the law firm Ropes & Gray and holds law degrees from the University of Pennsylvania and Oxford University and a Bachelor of Arts degree in History of Science from Harvard College. From 2013 to 2015, Mr. Duffy also served as the Chairman of the Board of Directors of CORAR, the Council on Radionuclides and Radiopharmaceuticals, Inc., a trade association for the radiopharmaceutical industry.industry, and currently serves as a director of that organization.
Sarah Le RoyLinda Lennoxhas served joined Lantheus as our Senior Vice President, Human Resources since April 2018, having previously served as our Vice President, Human Resources sinceCorporate Communications and Chief of Staff in August 2020 with more than 25 years of leadership, communications and investor experience. At Lantheus, Ms. Lennox leads the development and execution of the internal and external global corporate communication strategy, including media and public relations, employee communications, and corporate social responsibility (CSR) functions, while ensuring that investor relations and patient advocacy efforts are aligned with the company vision, mission, and goals. Prior to joining the Company in January 2018. From 2014 to 2017, she served as Executive Vice President, Organizational Strategy, of Fike Corporation, a multinational manufacturer of industrial life safety solutions based in Blue Springs, Missouri. From 2011 to 2014, sheLantheus, Ms. Lennox served as Vice President, HeadInvestor Relations and Corporate Communications at AMAG Pharmaceuticals. Prior to joining AMAG, Ms. Lennox served as Senior Director, Investor Relations & Corporate Communications at Lantheus and prior to that as Vice President, Investor and Media Relations at Critical Therapeutics. Ms. Lennox spent 15 years in leadership, financial and communications positions of Talent Managementincreasing responsibility at two separate publicly traded energy companies. Ms. Lennox started her career at Putnam Investments andCo-head of the High Performance Team Practice for Linkage Inc., a Boston based leadership development consultancy. Ms. Le Roy brings to the company more than 20 years of experience serving as a results-focused Human Resources leader for global companies across a variety of industries, including Goldman Sachs Smith Barney, where she obtained her NASD Series 6, 7 and Russell Reynolds Associates. Ms. Le Roy holds a Master of Business Administration from the Massachusetts Institute of Technology’s Sloan School of Management and63 licenses. She received a Bachelor of Arts in Economics from Williams College.the University of Vermont.
Dr. Istvan Molnar joined Lantheus as Chief Medical Officer in January 2020. Dr. Molnar is an oncologist with over 12 years of experience in the pharmaceutical industry and the development of early-, mid- and late- stage oncology drugs. Most recently, Dr. Molnar served as Chief Medical Officer of Fusion Pharmaceuticals, a clinical-stage biopharmaceutical company developing targeted alpha-particle radiotherapeutics for the treatment of cancer. Previously, he served as Vice President of Development at Merrimack Pharmaceuticals for 3 years, where he was responsible for development in the liposomal franchise. Prior to his role at Merrimack, Dr. Molnar worked at Bayer HealthCare for almost 7 years, serving in several roles, including Deputy Director of Global Medical Affairs, Director of Global Medical Affairs, Director of Clinical Development/Global Clinical Lead. Before starting his career in the pharmaceutical industry, Dr. Molnar practiced medicine as an internist for 3 years. After completing his fellowship in hematology and oncology at the Wake Forest University School of Medicine, Dr. Molnar became an Assistant Professor at the University, focusing on the care of patients with hematological malignancies for 5 years. Dr. Molnar earned his MD from Semmelweis Medical School in Budapest and achieved board certification in the United States in internal medicine, hematology and oncology.
Etienne Montagutjoined Lantheus as Senior Vice President, Corporate Development in September 2018. Mr. Montagut is responsible for Business Development, Strategic Planning and Portfolio Management, and also has responsibility for Pharma Services, Digital Solutions (EXINI) and AZEDRA Commercial. Mr. Montagut brings to the Company more than 20 years of commercial, portfolio management and business development and licensing experience. Prior to joining Lantheus, Mr. Montagut spent the last six years with GE Healthcare, part of
the General Electric family of companies, and a leading provider of medical imaging, monitoring, biomanufacturing, and cell and gene therapy technologies. He held various senior leadership roles at GE Healthcare, including General Manager, Global SPECT Portfolio & Director of Cardiology, Executive, Global Product Leader SPECT Neurology & Cardiology, and most recently as Executive, General Manager Molecular Imaging Greater China. Prior to GE Healthcare, from 2000 to 2012, Mr. Montagut worked at Ipsen, a global specialty-driven biopharmaceutical group focused on innovation and specialty care. While at Ipsen, Mr. Montagut held both commercial and corporate positions, including Corporate Commercial Development, Business Development & Licensing and Portfolio Management. Mr. Montagut holds a Master of Business Administration from Imperial College, London, and a Master of Business Intelligence from EGE in Paris.
Dr. Cesare Orlandi has served as our Chief Medical Officer since March 2013. Dr. Orlandi brings more than 30 years of diverse pharmaceutical industry experience. Prior to joining Lantheus, Dr. Orlandi served from January 2012 until February 2013 as Senior Vice President and Chief Medical Officer of TransTech Pharma, Inc., a clinical stage pharmaceutical company focused on discovery and development of human therapeutics. From 2007 until 2011, Dr. Orlandi served as Senior Vice President and Chief Medical Officer of Cardiokine, Inc., a specialty pharmaceutical company developing hospital products for cardiovascular indications. From 1998
until 2007, Dr. Orlandi served, among other positions, as Vice President, Global Clinical Development of Otsuka Pharmaceuticals, a large Japanese pharmaceutical company. Earlier in his career, Dr. Orlandi served in increasing roles of clinical research responsibility at Medco Research, Inc. and the Radiopharmaceutical Division of The DuPont Merck Pharmaceutical Company, a predecessor organization to Lantheus, and The Upjohn Company. Dr. Orlandi received his medical degree from the University of Pavia Medical School in Pavia, Italy. He is currently an Adjunct Assistant Professor of Medicine at Tufts University School of Medicine in Boston, Massachusetts, and he is a founding member of the American Society of Nuclear Cardiology and a Fellow of the American College of Cardiology, the European Society of Cardiology and the American Society of Nuclear Cardiology. Dr. Orlandi also serves as a member of the Board of Directors of the American Heart Association of Greater Boston.
Dr. Simon Robinson has served as our Senior Vice President, Research and Pharmaceutical Development since April 2018, having previously served as our Vice President, Research and Pharmaceutical Development since February 2010. Dr. Robinson was our Senior Director, Discovery Research from 2008 to 2010 and our Director, Discovery Biology and Veterinary Sciences from 2001 to 2008. Prior to joining us, he held research positions at Bristol-Myers Squibb, Sphinx Pharmaceuticals, BASF and DuPont Pharmaceuticals. Dr. Robinson has more than 90 publications and is listed as an inventor on more than 20 U.S. patents. He holds a Ph.D. and Bachelor of Science in Pharmacology from the University of Leeds, England and performed his post-doctoral training at the University of Wisconsin Clinical Cancer Center.
Carol Walkerhas served as our Senior Vice President, Quality since April 2018, having previously served as our as our Vice President, Quality since February 2015. Ms. Walker brings more than 30 years of industry experience in quality and medical technology primarily in the medical device area. Prior to joining Lantheus, Ms. Walker served as Vice President of Quality for Intelligent Medical Devices, Inc. from 2012 to 2015. Previously she held a number of successive Quality management roles at Siemens Healthcare Diagnostics (formerly Bayer Healthcare Diagnostics), including Vice President, Quality Assurance from 2007 to 2011 and Director, Quality Assurance from 2001 to 2007. Ms. Walker received a Bachelor of Science degree in Medical Technology from the Rochester Institute of Technology.
Board of Directors and Committees
The Board is responsible for overseeing the management of our business and is currently comprised of tennine directors, each of whom is elected to serve in hisher or herhis position until hisher or herhis next election and until hisher or herhis successors are duly elected and qualified.
Our Charter divides the Board into three classes, with one class being elected at each Annual Meeting of Stockholders. Each director serves a three-year term, with terms staggered according to class.
In connection with the Progenics Acquisition, the Board committed to reducing the size of the Board to eight members prior to the date of the Annual Meeting. In connection with this decision, Dr. Frederick Robertson, a current Class II director, has agreed to resign from his Board and committee roles, effective as of immediately prior to the Annual Meeting. Dr. Robertson’s departure is not due to a disagreement with the Company, the Board or management on any matter relating to the Company’s operations, policies or practices.
The current members of the Board and the committees of the Board, each director’s class, date of Board appointment and the term of appointment are shown in the table below:
Name | Director Since | Board of Directors | Class | Expiration of Term Meeting of Stockholders | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Committee | |||||||||||||||||
Brian Markison | Chairperson | III | 2021 | ||||||||||||||||||||||
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Mary Anne Heino | Aug. 2015 | Member | I | 2022 | |||||||||||||||||||||
Gérard Ber | June 2020 | Member | I | 2022 | Member | ||||||||||||||||||||
Samuel Leno | May 2012 | Member | I | 2022 | Chairperson | Member | |||||||||||||||||||
Heinz Mäusli | June 2020 | Member | II | 2023 | Member | Member | |||||||||||||||||||
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Julie McHugh | |||||||||||||||||||||||||
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| Member | II | 2023 | ||||||||||||||||||||||
Gary J. Pruden | Feb. 2018 | Member | III | 2021 | |||||||||||||||||||||
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| Member | Member | |||||||||||||||||||||||
Dr. Frederick Robertson | Mar. 2016 | Member | II | 2023 | Member | Chairperson | |||||||||||||||||||
Dr. James H. Thrall | Feb. 2019 | Member | III | 2021 | Member | Chairperson |
As a matter of good corporate governance, the Board intends to refresh membership of its committees effective as of the Annual Meeting.
Board of Directors and Committee Meetings; Annual Meeting Attendance
In 2018,2020, the Board held twelve meetings and acted by written consent in lieu of a meeting five times, the Audit Committee held four meetings, the Compensation Committee held five meetings and acted by written consent in lieu of a meeting one time, the Nominating and Corporate Governance Committee held seven meetings and acted by written consent in lieu of a meeting one time, the Auditnew Science and Technology Committee held six meetings, the Compensation Committee held sixfour meetings, and the NominatingFinance and Corporate GovernanceStrategy Committee held six meetings. During 2018,2020, each director attended at least 75% of the total number of meetings held by the Board and those of its committees on which that director served. Thenon-employee directors of the Company regularly meet in executive session without management following adjournmentpresent at the end of themost meetings of the Board. Under the Corporate Governance Guidelines and Principles adopted by the Board, the independent Chairperson of the Board presides at those executive sessions, and those executive sessions must occur no less frequently than twice per year.
We have no formal policy with respect to director attendance at our Annual Meetings of Stockholders, however, we encourage all directors to attend. All but one of our then-servingcurrent directors who were then serving as directors of the Company attended the 20182020 Annual Meeting of Stockholders.
Director Independence
The majorityEight out of nine members of the Board is comprised ofare independent directors. In addition, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised entirely of directors meeting the requirements of the Sarbanes-Oxley Act and the Nasdaq audit, compensation and nominating and corporate governance committee independence requirements, as applicable.
The Board has reviewed its composition, the composition of its committees and the independence of each director and considered whether any director has a material relationship with the Company that could compromise hisher or herhis ability to exercise independent judgment in carrying out hisher or herhis responsibilities. The Board in consultation with legal counsel has affirmatively determined that each of Messrs. Clemmer,Markison, Leno, Markison,Mäusli and Pruden, and Pucel, Ms. McHugh and Drs. Ber, Robertson Schaffer and Thrall is an “independent director” under the Nasdaq rules and Exchange Act Rule10A-3(b)(1) and that none of those directors has relationships with the Company that would interfere with that director’s exercise of independent judgment in carrying out hisher or herhis responsibilities as a director of the Company.
Board of Directors Leadership Structure and Over-Boarding Policy
Under our Corporate Governance Guidelines and Principles, the Board currently requires the separation of the offices of the Chairperson of the Board and the Company’s Chief Executive Officer.Officer (“CEO”). We believe that separation of our Board of Directors and executive leadership preserves the independence of these roles and maximizes performance. The Board periodically reviews its leadership structure and may make changes in the future.
Also under our Corporate Governance Guidelines and Principles, the Board currently prohibits a director from serving on more than five total public company boards (including our Board) and, if the director is the chief executive officer of a public company, then heshe or shehe may serve on no more than two other public company boards (other than hisher or herhis own).
Our written Corporate Governance Guidelines and Principles adopted by the Board are available in the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com.
Board of Directors Role in Risk Oversight
The Company’s management is primarily responsible for theday-to-day management of the Company. However, the Board believes that oversight of risk management is one of its fundamental responsibilities.responsibilities and has delegated to its committees oversight and management of specific risks, which those committees report to the Board. The Audit Committee is primarily responsible for oversight of the quality and integrity of the Company’s financial reporting process, internal controls over financial reporting, compliance programs, enterprise risk management and compliance programs.information technology systems, processes and data, including physical security and cybersecurity. The Compensation Committee is responsible for reviewing compensation-related risks.risks and non-CEO senior management succession planning. The Nominating and Corporate Governance Committee is responsible for oversight of CEO succession planning, the Company’s corporate governance programs.and environmental, social and governance initiatives. The FinancingScience and StrategyTechnology Committee is responsible for oversight ofadvising on scientific, technological, medical, regulatory and intellectual property matters related to the Company’s capital structureexisting products and transactional-related risks.development opportunities. Management regularly reports to the Board and its committees on the risks that the Company may face and the steps that management is taking to mitigate those risks.
The Audit Committee is also responsible for reviewing and discussing with ourthe Company’s management ourits policies and processes with respectrelating to risk assessment and risk management. With respect to cybersecurity risks, the Company has madeinvested and continues to invest in new information and cybersecurity services and technologies and provides employee awareness training around phishing, malware and other cybersecurity risks, all in a manner reasonably intended to protect the Company against cybersecurity risks and security breaches.
The Board has the authority to appoint committees to perform certain management and administrative functions. Currently, the Board has four committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the FinancingScience and StrategyTechnology Committee. The Board has adopted written chartercharters for each committee, copies of which are available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com.
Audit Committee
The primary purpose of the Audit Committee is to assist the Board in overseeing:
the integrity of our financial statements;
our systems of internal control over financial reporting and disclosure controls and procedures;
our independent auditors’ qualifications, engagement, compensation and independence;
the performance of our independent auditors and our internal audit function;
our legal and regulatory compliance;compliance, assessment and management of enterprise risk, our “see something, say something” ethics and compliance philosophy and our whistleblower hotline and website;
our information technology systems, processes and data, including physical security and cybersecurity; and
our related person transaction policy.
The Audit Committee is currently composed of Messrs. Clemmer, Leno, Mäusli and Pruden and Dr. Robertson, andRobertson. Mr. Leno serves as the Chairperson. The Board has affirmatively determined that each of the current members of the Audit Committee meets the definition of “independent director” for the purposes of serving on the Audit Committee under the SEC and Nasdaq rules and has “financial sophistication” as defined under the Nasdaq rules. In addition, theThe Board has determined that Mr. Leno meets the definition of “Audit Committee Financial Expert,” as that term is defined by the SEC in Item 407(d)(5) of RegulationS-K. In addition, Mr. Mäusli, who joined our Board on June 19, 2020, in connection with the Progenics Acquisition, also meets the definition of “Audit Committee Financial Expert.”
Pursuant to its charter, the Audit Committee may delegate its responsibilities to a subcommittee so long as that subcommittee is solely comprised of one or more members of the Audit Committee.
Compensation Committee
The primary purpose of the Compensation Committee is to assist the Board in overseeing:
our management compensation policies and practices;
the determination and approval of the compensation of our executive officers and other members of senior management;
the review, approval and administration of our equity and cash incentive compensation policies and programs;plans; and
the review, approval and administration of our equity compensation programs.succession planning for senior management (other than the CEO).
The Compensation Committee is currently composed of Ms. McHugh and Messrs. ClemmerMäusli and Pucel and Dr. Schaffer, andPruden. Ms. McHugh serves as the Chairperson. The Board has affirmatively determined that each of the current members of the Compensation Committee meets the definition of “independent director” for purposes of serving on the Compensation Committee under SEC and Nasdaq rules.
Pursuant to its charter, the Compensation Committee may delegate its responsibilities to a subcommittee so long as that subcommittee is solely comprised of one or more members of the Compensation Committee, and may, as permitted by law, delegate its responsibilities to management, employees and other persons.
Nominating and Corporate Governance Committee
The primary purpose of the Nominating and Corporate Governance Committee is to:
oversee our corporate governance guidelines and principles;
review the overall corporate governance of the Company and recommend to the Board improvements when necessary;
identify and recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board;
oversee succession planning for the CEO;
oversee our environmental, social and governance initiatives; and
assist the Board in overseeing our policies and procedures for the receipt of stockholder suggestions regarding Board compensation and recommendations of the Board.
The Nominating and Corporate Governance Committee is currently comprised of Drs. Robertson Schaffer and Thrall and Mr. Leno. Dr. Robertson serves as the Chairperson. The Board has affirmatively determined that that each of the current members of the Nominating and Corporate Governance Committee meets the definition of “independent director” for purposes of serving on the Nominating and Corporate Governance Committee under SEC and Nasdaq rules.
Pursuant to its charter, the Nominating and Corporate Governance Committee may delegate its responsibilities to a subcommittee so long as that subcommittee is solely comprised of one or more members of the Nominating and Corporate Governance Committee.
FinancingScience and StrategyTechnology Committee
The primary purpose of the FinancingScience and StrategyTechnology Committee is to:
overseeadvise on scientific, technological, medical, regulatory and make recommendationsintellectual property matters, including with respect to the Board aboutCompany’s strategic process and material business development opportunities;
monitor and evaluate issues, developments and trends related to the strategic plan of the Company;Company’s scientific, technological, medical, regulatory and intellectual property matters;
reviewadvise on our intellectual property portfolio and make recommendations to the Board about strategic transactions;
oversee the financing activities of the Company;strategy, including through potential collaborations and acquisitions; and
reviewassist the Audit Committee and make recommendations to the Board about the financing plans, strategiesin overseeing our enterprise risk management in areas related to our scientific, technological, medical, regulatory and instruments of the Company.intellectual property matters.
The FinancingScience and StrategyTechnology Committee is currently composed of Messrs. Leno, MarkisonDrs. Ber and Pruden,Thrall and Mr. MarkisonMarkison. Dr. Thrall serves as the Chairperson.
We have codes of business conduct and ethics that are applicable to all of our employees, including our principal executive, financial and accounting officers and our controller, or persons performing similar functions, and all of thenon-employee directors on the Board. Our Company Code of Conduct and Ethics and our Supplemental Code of Ethics isare available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com. We intend to provide any required disclosure of any amendment to or waiver from any code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions to the extent required by law, on the Corporate Governance section of our Investor Relations website. There were no waivers of any of our codes in 2020.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving on our Board or Compensation Committee. None of the members of our Compensation Committee is an officer or employee of our Company, nor has any of them ever been an officer or employee of our Company.
Board of Directors and Committee Evaluations
Each year, our Board and each committeeof its committees conduct self-evaluations to evaluate their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those evaluations and oversees their administration. Each member of the Board completes a comprehensive questionnaire to assess that member’s own performance and skills and the performance of the Board and any applicable committee on which that member serves. The questionnaire seeks answers to questions based both on numerical ratings and qualitative comments. The collective comments and ratings are compiled for and reviewed by the Chairperson of the Nominating and Corporate Governance Committee. The results areCommittee and then discussed with that Committee and the Board.
We believe that our Board members have the experience and skills necessary to enable the Company to set and pursue its strategic goals, and the following summarizes key information as of the date of this proxy statement relating to the composition of our Board:
Director Nomination Process and Diversity Policy
Each year, the Nominating and Corporate Governance Committee recommends, and the Board proposes, a slate of director nominees to stockholders for election at the Annual Meeting of Stockholders.Stockholders, including the director nominees approved for election at the Annual Meeting. Stockholders may also nominate directors, as described below.
The Board recognizes the value of appointing individual directors who bring a variety of diverse viewpoints, backgrounds, skills, experiences and expertise to the Board. The Board believes that having a diverse board of directors fosters more productive and beneficial discussions and decision-making processes in support of the Company’s strategic objectives. In 2018, as part of its review of best corporate governance practices, theThe Board has adopted a formal diversity policy. Apolicy, a copy of our diversity policywhich is available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com. Pursuant to our diversity policy, the Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending to the full Board for approval, potential director candidates. In selecting director candidates, the Nominating and Corporate Governance Committee considers a range of matters of diversity, including gender, race, gender, ethnicity, culture, thought, geography, education and competencies, with the goal of having a Board whichthat, as a whole, reflects a range of viewpoints, backgrounds, skills, experience and expertise. The Nominating and Corporate Governance Committee also considers the results of the Board and committee self evaluationsself-evaluations described above, in making its nomination recommendations.
The Nominating and Corporate Governance Committee values the input of stockholders in identifying director candidates. The Nominating and Corporate Governance Committee considers recommendations for
Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Nominating and Corporate Governance Committee, directors and members of management. The stockholder making the recommendation must follow the procedures and provide the information set forth in our amended and restated bylaws.
Stockholders may submit recommendations by providing the person’s name and appropriate background and biographical information by writing to the attention of the Nominating and Corporate Governance Committee at Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Corporate Secretary. Stockholder 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 stockholders in connection with a meeting of stockholders and for information about the candidate to be included in the Company’s proxy materials for such a meeting, the stockholder must submit the information required by our amended and restated bylaws and other information reasonably requested by the Company within the timeframe described in our amended and restated bylaws under “Additional“Additional Information—Procedures for Submitting Stockholder Proposals.Proposals.”
In connection with the Progenics Acquisition, our Board appointed Dr. Ber and Mr. Mäusli, who were members of the Board of Directors of Progenics, to serve on our Board. We also agreed that our Board, subject to complying with its applicable fiduciary duties, would use commercially reasonable efforts to cause each of Dr. Ber and Mr. Mäusli to be nominated for reelection at any annual meeting of our stockholders following the closing of the Progenics Acquisition and held in or prior to 2023 to the extent that either of their terms would expire on or prior to the date of such annual meeting. As noted above under “Board of Directors and Committees,” Dr. Ber’s current term expires in 2022 and Mr. Mäusli’s current term expires in 2023.
Communication with the Board of Directors
Any stockholder or other interested parties thatparty 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., 331 Treble Cove Rd., North Billerica, MA 01862, Attention: Corporate Secretary. Communications should specifically indicate for which member or members of the Board or any of its committees the communication is intended.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.
EXECUTIVEDIRECTOR COMPENSATION
As an “emerging growth company,” as defined inThe Compensation Committee engages Pearl Meyer to review the JOBS Act, we elected to complyCompany’s non-employee director compensation program every other year, with the most recent review occurring at the beginning of 2020. The review covers the levels of cash and equity compensation that are provided to non-employee directors, as well as the overall structure of the program, against the same peer group of public companies used for executive compensation disclosure rulesbenchmarking purposes. Pearl Meyer makes recommendations to the Compensation Committee for consideration, and the Compensation Committee shares the recommendation with the Nominating and Corporate Governance Committee for recommendation of any changes to the non-employee director compensation program for the Board’s approval. After reviewing the results of a compensation study prepared by Pearl Meyer, the Compensation Committee and Nominating and Corporate Governance Committee recommended, and the Board approved, maintaining Board and committee compensation levels at the same levels as in 2019.
Consistent with this benchmarking exercise, at the beginning of 2020, before the COVID-19 pandemic began to impact our business, the Board adopted the following plan for annual compensation applicable to “smaller reporting companies,”each of our non-employee directors. The annual compensation was intended to be a combination of cash (paid quarterly in advance and prorated for partial periods of service) and equity grants for services as defined in the Exchange Act. This section provides information on the compensation awarded to, earned by or paid to our chief executive officer, our chief financial officer, our two other most highly-compensated executive officers,a director and, our former chief financial officer, in each case, for the year ended December 31, 2018. We refer to these individuals as our named executive officers. For 2018, our named executive officers were:applicable, a Board committee member.
Mary Anne Heino, President and Chief Executive Officer;
Robert J. Marshall, Jr., Chief Financial Officer;
Michael Duffy, Senior Vice President, Law and Public Policy, General Counsel and Secretary;
Cesare Orlandi, Chief Medical Officer; and
John W. Crowley, former Chief Financial Officer;
Summary Compensation Table for Fiscal Years 2018 and 2017
The following table sets forth certain information with respect to compensation of our named executive officers for the years ended December 31, 2018 and, if applicable, 2017:
Name Principal Position | Year | Salary ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | ||||||||||||||||||||||||
Mary Anne Heino | 2018 | 665,577 | 2,318,481 | 917,500 | 12,375 | 3,913,933 | ||||||||||||||||||||||||
President and Chief Executive Officer
| 2017 | 629,230 | 1,891,274 | 1,173,360 | 12,150 | 3,706,014 | ||||||||||||||||||||||||
Robert J. Marshall, Jr. (1) | 2018 | 101,250 | 599,988 | 256,163 | 17,333 | 974,734 | ||||||||||||||||||||||||
Chief Financial Officer
| ||||||||||||||||||||||||||||||
Michael Duffy |
|
2018 |
|
|
403,632 |
|
|
481,367 |
|
|
300,883 |
|
|
12,375 |
|
|
1,198,257 |
| ||||||||||||
Senior Vice President, Law & Public Policy, General Counsel and Secretary
| 2017 | 391,397 | 472,078 | 333,921 | 12,150 | 1,209,546 | ||||||||||||||||||||||||
Cesare Orlandi | 2018 | 414,484 | 494,131 | 212,593 | 12,375 | 1,133,583 | ||||||||||||||||||||||||
Chief Medical Officer
|
| 2017
|
|
| 402,802
|
|
| 356,635
|
|
| 281,038
|
|
| 12,150
|
|
| 1,052,625
|
| ||||||||||||
John W. Crowley |
|
2018 |
|
|
315,490 |
|
|
871,576 |
| — |
|
668,925 |
|
|
1,855,991 |
| ||||||||||||||
Former Chief Financial Officer
|
| 2017
|
|
| 366,577
|
|
| 428,194
|
|
| 338,873
|
|
| 12,150
|
|
| 1,145,794
|
|
Board / Committee | Chair | Member | Grant Date Fair Value of Annual Equity Grant | |||
Board of Directors | $112,500 | $50,000 | $125,000 | |||
Audit Committee | $20,000 | $10,000 | — | |||
Compensation Committee | $15,000 | $7,500 | — | |||
Nominating and Corporate Governance Committee | $10,000 | $5,000 | — | |||
Science and Technology Committee(1) | $7,500 | $5,000 | — | |||
Finance and Strategy Committee(2) | $7,500 | $5,000 | — |
(1) |
|
(2) | Following the Company’s acquisition of Progenics, the Finance and Strategy Committee was dissolved in June 2020. |
Also as part of that Director compensation plan, at the beginning of 2020, each non-employee director at the time was granted an annual equity award with a grant date fair value of $125,000, which was made in the form of time-based restricted stock units (“RSUs”). In 2020, each non-employee director was granted 8,095 RSUs under our 2015 Equity Incentive Plan, except for Dr. Ber and Mr. Mäusli, each of whom received 5,981 RSUs upon joining the Board immediately following the consummation of the Progenics Acquisition in June 2020. These 2020 awards vested in full on March 3, 2021, other than the RSUs granted to Dr. Ber and Mr. Mäusli, which vest in full on June 19, 2021, subject to continued service through that date. Starting in 2021, we intend to change 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.
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.
After adopting the 2020 director compensation plan, it became apparent that the COVID-19 pandemic would impact demand for the Company’s products and the Company quickly implemented certain proactive cost cutting measures. As a result, the Board elected to reduce director and committee member compensation by 35% for the third quarter of 2020 and to pay all compensation for the third and fourth quarters of 2020 in the form of time-based RSUs, rather than in cash. These RSUs were granted quarterly as compensation was earned and vest on the first anniversary of the grant date.
The following table shows the actual compensation paid to the individuals who served as our non-employee directors in 2020:
DIRECTOR COMPENSATION
Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Total | |||
Brian Markison(4) | $108,465 | $124,987 | $233,452 | |||
Gérard Ber(5) | $24,187 | $88,698 | $112,885 | |||
Samuel Leno(6) | $68,426 | $124,987 | $193,413 | |||
Heinz Mäusli(7) | $29,873 | $88,698 | $118,572 | |||
Julie McHugh(8) | $59,302 | $124,987 | $184,289 | |||
Gary Pruden(9) | $60,329 | $124,987 | $185,316 | |||
Dr. Frederick Robertson(10) | $63,857 | $124,987 | $188,844 | |||
Dr. James Thrall(11) | $54,302 | $124,987 | $179,289 |
(1) | Ms. Heino does not receive any additional compensation for her service as a director and is not listed in the table |
(2) | The |
(3) | The amounts in the stock awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of |
award granted. This grant date fair value |
(4) |
|
(5) | On June 19, 2020, Dr. Ber was granted 5,981 RSUs in connection with his |
(6) |
|
(7) | On June 19, 2020, Mr. |
(8) | On March 3, 2020, Ms. McHugh was granted 8,095 RSUs as her regular annual director grant. In addition, in accordance with the Board’s decision on April 10, 2020 to receive all remaining compensation payable in 2020 in the form of time-based RSUs to help preserve cash and mitigate the impact that the COVID-19 pandemic was having on the Company’s business, Ms. McHugh was granted 749 RSUs on July 1, 2020 and 1,259 RSUs on October 1, 2020 as compensation payable to her for the third and fourth quarters, respectively. As of December 31, 2020, Ms. McHugh held 10,103 unvested RSUs. |
(9) | On March 3, 2020, Mr. Pruden was granted 8,095 RSUs as his regular annual director grant. In addition, in accordance with the Board’s decision on April 10, 2020 to receive all remaining compensation payable in 2020 in the form of time-based RSUs to help preserve cash and mitigate the impact that the COVID-19 pandemic was having on the Company’s business, Mr. Pruden was granted 777 RSUs on July 1, 2020 and 1,308 RSUs on October 31, 2020 as compensation payable to him for the third and fourth quarters, respectively. As of December 31, 2020, Mr. Mr. Pruden held 10,180 unvested RSUs. |
(10) | On March 3, 2020, Dr. Robertson was granted 8,095 RSUs as his regular annual director grant. In addition, in accordance with the Board’s decision on April 10, 2020 to receive all remaining compensation payable in 2020 in the form of time-based RSUs to help preserve cash and mitigate the impact that the COVID-19 pandemic was having on the Company’s business, Dr. Robertson was granted 806 RSUs on July 1, 2020 and 1,356 RSUs on October 1, 2020 as compensation payable to him for the third and fourth quarters, respectively. As of December 31, 2020, Dr. Robertson held 10,257 unvested RSUs. |
(11) | On March 3, 2020, Dr. Thrall was granted 8,095 RSUs as his regular annual director grant. In addition, in accordance with the Board’s decision on April 10, 2020 to receive all remaining compensation payable in 2020 in the form of time-based RSUs to help preserve cash and mitigate the impact that the COVID-19 pandemic was having on the Company’s business, Dr. Thrall was granted 749 RSUs on July 1, 2020 and 1,259 RSUs on October 31, 2020 as compensation payable to him for the third and fourth quarters, respectively. As of December 31, 2020, Dr. Thrall held 10,103 unvested RSUs. |
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 the RSAs, RSUs, PSAs and 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, 2020, eight of nine directors had already achieved the requirements under the Stock Ownership and Retention Guidelines.
In addition, all directors are subject to the prohibitions on transacting in Company securities described under “Short Term Trading, Hedging and Pledging Prohibition.”
We are an established leader and fully integrated provider of innovative imaging diagnostics, targeted therapeutics, and artificial intelligence solutions to Find, Fight and Follow serious medical conditions. For our imaging diagnostics, we believe that the resulting improved diagnostic information enables healthcare providers to better detect and characterize, or rule out, disease, potentially achieving improved patient outcomes, reducing patient risk and limiting overall costs for payers and the entire healthcare system.
In alignment with the value we bring to our customers and their patients, we believe that conducting our business by sustaining the environment, supporting our local communities, embracing diversity and inclusion, and adhering to a strong culture of compliance and ethics will positively impact our customers, stockholders, employees, community and the environment. We believe these types of initiatives will support profitable and responsible growth for our stockholders, and we are committed to stewarding the trust that stockholders place in us consistent with these values.
The following highlights some key accomplishments and initiatives consistent with our environmental, social and governance (“ESG”) goals and responsibilities.
Environmental and Safety
As a manufacturer and distributor of radioactive and other pharmaceutical products, we operate a highly regulated business in which we are acutely aware of our impact on the environment and the safety of our employees, customers, patients, and neighbors. To that end, among other things:
In response to the COVID-19 pandemic, we quickly established a “Pandemic Response Team” to implement and oversee appropriate precautions to minimize the spread of COVID-19 in our teams and communities; we shifted all non-critical employees and contractors to work remotely and avoid non-essential work-related travel; and we established a “Return to Office” team to develop plans for employees to safely return to all our facilities;
We formally established a cross-functional Sustainability Team charged with tracking energy, water and waste, looking for ways to improve data and make it more meaningful, identifying sustainability projects, and evaluating these opportunities for consideration and implementation;
We focused on capturing data from various functions to establish benchmarks for future target reductions, including by implementing an industry-leading benchmarking tool that can measure and track energy and water consumption and greenhouse gas emissions;
Using these tools and through other efforts, we have captured historical data for the past three years on specific types of water usage, waste generation and greenhouse gas emissions;
We actively monitor stack and waste water discharges and implement reduction principles as required by our license conditions and Federal, State and local environmental laws;
We manage all regulated wastes in accordance with license conditions and with all Federal and State regulations;
We incorporate recycling programs in accordance with State regulations;
We dispose of electronic waste in accordance with Federal and State regulations;
• |
|
We adopted and implemented a Supplier Code of Conduct, which is available on our website, that requires our suppliers to operate in an environmentally responsible manner and provide a safe and
healthy work environment by, among other things: implementing written health, safety and environmental programs; providing employees with appropriate training; maintaining legal and regulatory compliance with respect to waste and emissions; and encouraging conservation; all with appropriate audit rights. |
In the future, we intend to take the following actions:
Continue tracking and improving key metrics for the further evaluation and implementation of reduction, recycling and reuse opportunities, and establishing short and long term targets;
Plan and start executing on various sustainability projects, including reducing waste going to landfills, expanding recycling programs, reducing hazardous waste, and reclaiming raw materials and other inputs used in our manufacturing processes; and
Formulate a public disclosure plan to ensure stakeholders have a greater understanding of our business and progress towards our stated goals.
Social
We believe that supporting the local community and instilling a diverse, inclusive, ethical and compliant culture will make us an employer of choice, maintain good standing with regulatory authorities and customers and benefit stockholders in the long run. To that end, among other things:
We have a Board Diversity Policy, and have two female Board members;
We have a female CEO, 50% of our Vice Presidents and above are women, and approximately 44% of our employees are women;
We continue to strive to improve our diversity and inclusion with a strategic emphasis beyond gender and we require recruiters working with us to present diverse candidates;
We are focused on pay equity for all employees and regularly assess pay among similar roles and responsibilities throughout our organization and in comparison to our peer group;
We have outsourced and post-pandemic will outsource our office trash collection and mail delivery to the Valley Collaborative, a local organization that gives educational and employment opportunities to disadvantaged and disabled young adults;
We are the largest sponsors of United Way of Massachusetts Bay of Merrimack Valley in its Summer Experiences of Greater Lowell program;
We are active participants in the American Heart Association Heart Walk and are a sponsor of the Hospital Challenge;
We support the Prostate Cancer Foundation’s Young Investigator Awards program, which offers career and project support for young, proven investigators in postdoctoral fellowships or who have recently achieved junior faculty positions and are committing their lives to the field of prostate cancer;
We participate in a number of local community groups;
We have an active EHS department that closely tracks occupational health and safety, including OSHA reportable injuries and near misses;
We have a strong Quality culture (Quality is one of our six core values) and, in 2020, we had no significant adverse findings on inspections/audits and no recalls, and we have a strong historic record of no or minimal inspection/audit findings;
We are committed to promoting a culture of ethics and compliance; our Code of Conduct and Ethics reflects the Company’s commitment to corporate integrity and the underlying business practices and principles of behavior that support this commitment;
Each year our employees complete mandatory training that includes anti-bribery/anti-corruption rules, insider trading prohibitions, confidentiality obligations, as well as specialized training in healthcare industry marketing practices;
We have a formal Ethics and Compliance Committee that develops, implements and oversees our ethics and compliance programs;
We have an externally administered whistleblower hotline and website;
We have an appropriate information technology and cybersecurity strategy with robust data security hardware and software and continued company-wide training on data security matters;
We regularly disclose any conflict minerals that may be in our supply chain, as required by SEC regulations; and
We have adopted and implemented a Supplier Code of Conduct that requires our suppliers to conduct their business in a legal, ethical and socially responsible manner and treat their employees with dignity and respect by, among other things: appropriately monitoring and addressing anti-bribery/anti-corruption rules, insider trading, confidentiality, diversity, discrimination (based on gender, race, disability, ethnicity, nationality, religion, sexual orientation, or gender identity or expression), child labor, forced labor, human trafficking, slavery and conflict minerals, all with appropriate audit rights.
In 2021, we intend to take the following actions:
Expand our internal training, professional development and employee engagement programs;
Explore entering into more commercial arrangements with minority-owned, female-owned and other diverse businesses and organizations (including those owned or operated by Veterans and Disabled Veterans) that appropriately reflect the communities in which we operate and the customer base we serve; and
Enhance our Corporate Mission Statement with reference to our multiple stakeholders and constituencies.
Governance
We take our corporate governance responsibilities seriously and, in addition to the measures described in this proxy statement:
Our Nominating and Governance Committee has primary Board responsibility for ESG-related issues and regularly interacts with our CEO on relevant issues;
Our Compensation Committee has primary responsibility for executive compensation, and our pay practices are closely linked to Company and individual performance and reward appropriate but not excessive risk-taking;
We have a publicly disclosed Company Code of Conduct and Ethics under which we did not grant any waivers in 2020;
Our Ethics and Compliance Committee has inter-departmental responsibility for monitoring compliance with our Code of Conduct and Ethics and advancing ESG projects; and
In 2020, we incurred $275,000 in lobbying-related expenses, which included the lobbying portion of dues we paid to two trade associations, namely, the Council on Radionuclides and Radiopharmaceuticals (CORAR) and Medical Imaging and Technology Alliance (MITA).
In the future, we expect to:
Remain engaged and responsive to our stockholders, including with respect to ESG matters.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are seeking your advisory vote as required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the approval of the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related material contained in this proxy statement. Because your vote is advisory, it will not be binding on the Compensation Committee or the Board of Directors. However, the Compensation Committee and the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.
Our executive compensation program is designed to:
enable us to attract, motivate and retain the level of successful, qualified executive leadership talent necessary to achieve our long-term goals;
align the economic interests of our executives with those of our stockholders;
reward Company and individual performance; and
be well understood and perceived as fundamentally fair to all stakeholders, including participants and stockholders.
Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is directly tied to the achievement of strategic, operational and corporate performance goals, as well as our relative performance against comparable companies.
Stockholders are urged to read the Compensation Discussion and Analysis section of this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Compensation Committee and the Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving the goals of our executive compensation program.
For the reasons discussed above, the Board of Directors unanimously recommends that stockholders vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the named executive officers of Lantheus Holdings, Inc., as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this proxy statement, is hereby APPROVED.”
Although the “say on pay” vote we are asking you to cast is non-binding, the Board and Compensation Committee value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our named executive officers. The resolution will be approved, on an advisory basis, if the votes cast FOR exceed the votes cast AGAINST the proposal. Abstentions and broker non-votes will have no effect on the voting of this proposal. We expect to hold an advisory vote to approve the compensation of our named executive officers annually until the next advisory vote on the frequency of such advisory votes, which will occur no later than our 2026 Annual Meeting of Stockholders. Accordingly, it is expected that the next “say-on-pay” vote will occur at the 2022 Annual Meeting of Stockholders.
Board of Directors’ Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF
THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS,
AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH APPROVAL,
UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
PROPOSAL 3: AMENDMENT TO 2015 EQUITY INCENTIVE PLAN
We are seeking stockholder approval to amend the Lantheus Holdings, Inc. 2015 Equity Incentive Plan (as amended to date, the “2015 Equity Incentive Plan”) to increase the number of Shares reserved for issuance under the 2015 Equity Incentive Plan by an additional 2,600,000 Shares. We are not seeking stockholder approval of any other changes to the 2015 Equity Incentive Plan. Subject to stockholder approval of this proposed amendment, Shares will no longer be available for future grants under the Progenics 2005 Stock Incentive Plan and 2018 Performance Incentive Plan (collectively, the “Progenics Equity Incentive Plans”) that we assumed in the Progenics Acquisition.
We believe that our continuing ability to offer equity incentive awards under the 2015 Equity Incentive Plan is critical to our ability to attract, motivate and retain key individuals who are critical to our long term success. With the closing of the Progenics Acquisition, our combined business is now significantly larger and more complex than before. We operate in a highly competitive market for talent and will rely in part on our ability to offer equity incentive awards.
The Board has determined that it is in the best interests of the Company and its stockholders to approve this proposal. As such, the Board has approved the amendment to the 2015 Equity Incentive Plan to increase the number of Shares available thereunder, subject to stockholder approval, and recommends that stockholders vote in favor of this proposal at the Annual Meeting. Stockholder approval of this proposal requires the affirmative vote of a majority of the outstanding Shares that are present in person or by proxy and entitled to vote on the proposal at the Annual Meeting.
If stockholders approve this proposal, the amendment to the 2015 Equity Incentive Plan to increase the number of Shares available thereunder will become effective as of the date of stockholder approval, and Shares will no longer be available for future grants under the Progenics Equity Incentive Plans. If stockholders do not approve this proposal, the amendment to 2015 Equity Incentive Plan will not take effect and our 2015 Equity Incentive Plan and the Progenics Equity Incentive Plans will continue to be administered in their respective current forms. Our executive officers and directors have an interest in this proposal by virtue of their being eligible to receive equity awards under the 2015 Equity Incentive Plan. The remainder of this discussion, when referring to the 2015 Equity Incentive Plan, refers to the amended 2015 Equity Incentive Plan as if this proposal was approved by our stockholders, unless otherwise specified or the context otherwise references the 2015 Equity Incentive Plan prior to this proposed amendment.
The 2015 Equity Incentive Plan was initially adopted in June 2015 with an initial Share reserve of 2,415,277 Shares, which was increased by 2,140,000 Shares in April 2016, by an additional 1,200,000 Shares in April 2017 and by an additional 825,000 Shares in April 2019, in each case, following Board and stockholder approvals.
Any Shares subject to outstanding awards under the 2015 Equity Incentive Plan that expire or are otherwise forfeited to the Company (other than Shares withheld by the Company to satisfy exercise price or tax withholding payment obligations) become available again for future grant under the 2015 Equity Incentive Plan.
As of March 8, 2021, taking into account our annual grants and any potential additional 2021 grants, approximately 827,113 Shares remain available for grant under the 2015 Equity Incentive Plan. The Board believes that additional Shares are necessary to meet the Company’s currently anticipated equity compensation needs for approximately the next three years following the Annual Meeting. This estimate is based on a forecast that takes into account, among other things, the anticipated rate of growth in hiring, an estimated range of our stock price over time and our historical forfeiture rates.
In connection with the Progenics Acquisition, we assumed the Progenics Equity Incentive Plans and filed a registration statement on Form S-8 registering 4,211,290 Shares that could be issued under the Progenics Equity
Incentive Plans. As of March 8, 2021, taking into account the stock options that had already been granted under the Progenics Equity Incentive Plans at the time of the Progenics Acquisition, approximately 2,643,537 Shares remain available for grant under the Progenics Equity Incentive Plans. As of March 8, 2021, we do not plan on making any additional grants under the Progenics Equity Incentive Plans. These Shares were generally available to be granted to our employees that were Progenics employees prior to the closing of the Progenics Acquisition as well as to new employees hired after the closing of the Progenics Acquisition. If stockholders approve this proposal, no additional Shares will be available for future grants under the Progenics Equity Incentive Plans. The additional Shares being requested in this proposal takes into consideration the significant number of Shares that will no longer be available for future grants under the Progenics Equity Incentive Plans.
Equity Plan Information as of March 8, 2021
The table below shows, as of March 8, 2021, the Shares reserved for issuance of outstanding awards and available for future grant under each of our equity compensation plans in which our employees and non-employee directors are eligible to participate. These plans consist of the Lantheus Holdings, Inc. 2008 Equity Incentive Plan (“2008 Equity Incentive Plan”), the Lantheus Holdings, Inc. 2013 Equity Incentive Plan (“2013 Equity Incentive Plan”), the 2015 Equity Incentive Plan and the Progenics Equity Incentive Plans. The table also shows the number of Shares that will be available for future grants under each equity compensation plan following approval of the 2,600,000 Shares that are being requested from stockholders.
Equity Compensation Plans | Current (As of March 8, 2021)
| After Approval of Amendment to the Lantheus
| ||||||
Shares Reserved for Issuance of Outstanding Awards(1) | Shares Available for Future Awards | Shares Reserved for Issuance of Outstanding Awards | Shares Available for Future Awards | |||||
2008 Equity Incentive Plan | 10,052 | 0 | 10,052 | 0 | ||||
2013 Equity Incentive Plan | 226,289 | 0 | 226,289 | 0 | ||||
2015 Equity Incentive Plan | 2,031,243 | 827,113 | 2,031,243 | 3,427,113 | ||||
Progenics Equity Incentive Plans | 1,132,658 | 2,643,537 | 1,132,658 | 0 |
(1) | Shares reserved for issuance of outstanding awards at March 8, 2021 consist |
|
Share Plan | Types of Awards
| Weighted Average Exercise Price of Options/SARs | Weighted Average Term to Expiration (Years) | |||||
Options/SARs | Full Value Awards | |||||||
2008 Equity Incentive Plan | 10,052 | 0 | $23.72 | 1.4 | ||||
2013 Equity Incentive Plan | 226,289 | 0 | $16.13 | 2.9 | ||||
2015 Equity Incentive Plan | 0 | 2,031,243 | $0.00 | 0.0 | ||||
Progenics Equity Incentive Plans | 1,132,658 | 0 | $20.03 | 5.8 |
Shares are no longer available for future grant under our 2008 Equity Incentive Plan and 2013 Equity Incentive Plan (the “Old Equity Incentive Plans”). Shares subject to outstanding awards under the Old Equity Incentive Plans that expire or are otherwise forfeited to, or repurchased by, the Company do not become available for future grant under the 2015 Equity Incentive Plan.
Upon approval of the amendment to the 2015 Equity Incentive Plan, Shares will no longer be available for future grant under the Progenics Equity Incentive Plans and equity grants will no longer be made from the
Progenics Equity Incentive Plans. Any Shares that would return to the Progenics Equity Incentive Plans as a result of an award terminating, expiring, being exchanged, being forfeited or being settled in cash in lieu of shares shall not become available for future grant under the 2015 Equity Incentive Plan.
Equity Compensation Plan Information
The following table provides information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2020:
Equity Compensation Plan Information
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||
(a) | (b)(1) | (c) | ||||
Equity compensation plans approved by security holders (2) (3) | 3,002,473 | $19.03 | 4,209,485(4) | |||
Equity compensation plans not approved by security holders | — | N/A | — | |||
Totals | 3,002,473 | $19.03 | 4,209,485 |
(1) |
|
(2) |
|
(3) | Under this proposal, we are seeking stockholder approval to amend the 2015 Equity Incentive Plan to increase the number of Shares reserved for issuance under the 2015 Equity Incentive Plan by an additional 2,600,000 Shares. These additional Shares are not reflected in the amounts |
(4) | Includes Shares available for future issuances of equity awards under the 2015 Equity Incentive Plan and the Progenics Equity Incentive Plans. As of December 31, 2020 there were 1,613,891 Shares available for future issuance under the 2015 Equity Incentive Plan and 2,595,594 Shares available for future issuance under the Progenics Equity Incentive Plans. As of March 8, 2021, there were 827,113 Shares available for future issuance under the 2015 Equity Incentive Plan and 2,643,537 Shares available for future issuance under the Progenics Equity Incentive Plans. As of March 8, 2021, we do not plan to |
ElementsReasons for Voting for the Proposal
Long-Term Equity is a Key Component of our Compensation Objective
Our compensation programDelivering competitive equity value to our eligible employees is heavily weighted towards performance-based compensation, reflectingessential to attracting and retaining the quality of talent required for us to achieve our philosophyfinancial, operating and strategic objectives. We compete for this talent with a significant number of increasing our long-term value and supporting strategic initiatives. Total compensationbiotechnology, pharmaceutical and other benefits forlife sciences companies in Massachusetts that offer substantial equity incentives. We strongly believe that hiring and retaining key talent is very much in the interests of our named executive officers primarily consist of the following elements:stockholders.
base salary;Equity awards incentivize our employees to manage our business as owners, aligning their interests with the long-term interests of our stockholders. Equity awards, the value of which depend on our stock performance and which require continued service and/or performance over long periods of time before any value can be realized, help achieve these objectives and are a key element of our compensation program.
Equity awards also reinforce our pay-for-performance culture. As discussed below, most of the compensation paid to our executive officers is variable compensation that includes significant long-term equity grants.
annualEquity awards allow us to preserve our cash incentive;resources.
long-termWe believe that, for investors, a combination of equity and cash incentives;compensation optimizes the Company’s valuation and properly incentivizes executives by linking their pay to Company performance.
long-term equity incentives;If we do not obtain stockholder approval to increase the available share reserve, the Company anticipates that it will have an insufficient number of Shares to make equity-based compensation a meaningful part of our employees’ and officers’ overall compensation. As such, the Company believes its ability to retain and attract talented employees will be adversely affected.
other broad-based benefits.If we do not obtain stockholder approval to increase the available share reserve, the Company will also need to continue to maintain and administer two separate equity-based compensation programs—one for employees that were employed by the Company prior to the closing of the Progenics Acquisition and one for employees that were employed by Progenics prior to the closing of the Progenics Acquisition. Besides the inefficiency in administering two separate equity-based compensation programs for different employee groups, we are unable to make equity grants under the Progenics Equity Incentive Plans to a vast majority of our employees.
In 2018,Our Company is Committed to the Effective Utilization of Shares
The Compensation Committee has engaged Pearl Meyer, & Partners, LLC (“Pearl Meyer”), an independent compensation consulting firm, to assist itus in evaluatingour periodic evaluation of market competitive practices and optimal share utilization.
At the Company’s executiverecommendation of Pearl Meyer, the Compensation Committee adopted relative Total Shareholder Return goals as the performance metrics under our equity compensation program, rather than specified revenue and adjusted EBITDA performance goals. This change was intended to better align management’s interests with the long-term interests of stockholders, while taking into account competitive compensation practices, includingpractices.
In determining the identificationamount of an appropriate peer groupShare increase requested by this proposal, our Board considered the historical number of publicly traded companiesequity awards granted by the Company in the past three years, as described in the following table. The Board also recognized that the Progenics Acquisition increases the amount of equity awards the Company intends to grant going forward.
Fiscal Year | # Shares Granted | Weighted Average Shares Outstanding at Fiscal Year End | Resulting Burn Rate | |||
2018 | 854,746 | 38,233,000 | 2.24% | |||
2019 | 562,690 | 38.988,000 | 1.44% | |||
2020(1) | 3,044,488 | 54,134,000 | 5.62% | |||
Average | 3.10% |
(1) | Includes 2,027,744 Lantheus stock options exchanged for previously granted Progenics stock options in connection with the Progenics Acquisition. |
Our 2015 Equity Incentive Plan is consistent with principles of good corporate governance.
The Board believes that the 2015 Equity Incentive Plan will promote the interests of stockholders and is consistent with principles of good corporate governance, including:
• | No Evergreen Share Pool. The 2015 Equity Incentive Plan does not include an “evergreen” share pool that would increase the number of Shares available without stockholder approval. |
• | No Discounted Stock Options or SARs. All stock option and stock appreciation rights awards under the 2015 Equity Incentive Plan 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. |
• | No Repricing. Other than in connection with a change of control or dilutive events, the 2015 Equity Incentive Plan prohibits any repricing of stock options or stock appreciation rights without stockholder approval. |
• | No Liberal Share Recycling. Shares underlying stock options and other awards issued under the 2015 Equity Incentive Plan will not be recycled into the Share pool if they are withheld in payment of the exercise price of the award or to satisfy tax withholding obligations in respect of the award. |
• | Minimum Vesting Periods. New awards under the 2015 Equity Incentive Plan are subject to a minimum 12-month vesting period (subject to certain exceptions, including for a death, disability, change of control, terminations of employment in connection with a change of control and otherwise for up to 5% of the Shares reserved for issuance). |
• | No Dividends on Unvested Awards. Dividend, dividend equivalents and other distributions may not be paid on a current basis on unvested awards. |
• | No Single-Trigger Change of Control Acceleration. Awards under the 2015 Equity Incentive Plan do not automatically accelerate upon a change of control (except for awards granted to non-employee directors that have one-year time-based vesting). |
The 2015 Equity Incentive Plan Requires Additional Shares to Meet our Forecasted Needs
We expect to grant equity awards representing approximately 1,196,910 Shares during 2021 (representing approximately 1.8% of our weighted-average common shares outstanding as of March 8, 2021). We anticipate limited forfeitures and cancellations under the 2015 Equity Incentive Plan, consistent with our previous history. Forfeitures of awards under our previous equity plans cannot be credited to replenish the Shares available for executive compensation comparison purposes, reviewing data from peer group proxy statements and relevant market data fromgrant under the Radford Life Sciences Survey2015 Equity Plan.
As a result, the Board, based on each element of executive andnon-employee director compensation, developing guidance for each element, and reviewing the appropriateness of the recommendations submitted by management. Pearl Meyer received instruction directly from the Chairpersonrecommendation of the Compensation Committee.Committee, concluded that increasing the number of Shares available for issuance under our 2015 Equity Incentive Plan, which would approximately correspond to the number of Shares that will no longer be available under the Progenics Equity Incentive Plans, would provide the Company with the ability to undertake the flexible and balanced approach of using equity and cash compensation as needed to help us retain and motivate employees, which furthers stockholder interests.
Summary of the 2015 Equity Incentive Plan
The following is a summary of the material features of the 2015 Equity Incentive Plan. The summary is qualified in its entirety by the 2015 Equity Incentive Plan as set forth in Appendix A.
Administration
The 2015 Equity Incentive Plan is administered by the Compensation Committee or another committee of the Board, comprised of no fewer than two members of the Board who are appointed by the Board to administer
We generally target the market fiftieth (50thplan, or, subject to the limitations set forth in the 2015 Equity Incentive Plan, the Board (the appropriate body is referred to as the “Committee”) percentile. Subject to the limitations set forth in the 2015 Equity Incentive Plan, the Committee has the authority to determine the persons to whom awards are to be granted, prescribe the restrictions, terms and conditions of all awards, interpret the 2015 Equity Incentive Plan and adopt sub-plans and rules for the administration, interpretation and application of the 2015 Equity Incentive Plan.
Reservation of Shares
Subject to adjustments as described below, the maximum aggregate number of Shares that may be issued pursuant to awards granted under the 2015 Equity Incentive Plan, as amended, will be equal to 9,180,277 (including the 2,600,000 additional Shares proposed to be added pursuant to the amendment to the 2015 Equity Incentive Plan as set forth in this proposal); provided, that no more than 20% of the Shares may be granted as incentive stock options within the meaning of Section 422 of the Code. Any Shares issued under the 2015 Equity Incentive Plan will consist of authorized and unissued Shares or treasury shares. The closing price of the Company’s common stock, as reported on Nasdaq, on March 17, 2021, the last trading day immediately prior to the filing of our proxy statement with the SEC, was $19.55 per share.
In the event of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to common stock, or any merger, reorganization, consolidation, combination, spin-off, stock purchase, or other similar corporate change or any other change affecting common stock, equitable adjustments will be made to the number and kind of Shares available for grant, as well as to other maximum limitations under the 2015 Equity Incentive Plan, and the number and kind of Shares or other terms of the awards that are affected by the event.
Share Counting
Awards that are required to be paid in cash pursuant to their terms will not reduce the Share reserve. To the extent that an award granted under the 2015 Equity Incentive Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer Shares than the number underlying the award, settled in cash or otherwise terminated without delivery of the Shares, the Shares retained by or returned to us will (i) not be deemed to have been delivered under the 2015 Equity Incentive Plan, (ii) be available for future awards under the 2015 Equity Incentive Plan, and (iii) increase the Share reserve by one Share for each elementShare that is retained by or returned to us. Notwithstanding the foregoing, Shares that are (x) withheld from an award or separately surrendered by the participant in payment of compensation,the exercise or purchase price or taxes relating to such an award or (y) not issued or delivered as presented by Pearl Meyera result of the net settlement of an outstanding stock option or stock appreciation right will be deemed to constitute delivered shares, will not be available for future awards under the 2015 Equity Incentive Plan and will continue to be counted as outstanding for purposes of determining whether award limits have been attained. If an award is settled in cash, the number of Shares on which the award is based will not count toward any individual Share limit, but will count against the annual cash performance award limit. Awards assumed or substituted for in a merger, consolidation, acquisition of property or stock or reorganization will not reduce the Share reserve.
Eligibility
Awards under our 2015 Equity Incentive Plan may be granted to any of our employees, directors, consultants or other personal service providers or any of the same of our subsidiaries. As of December 31, 2020, we had 595 employees and 8 non-employee directors. Approximately 115 of our employees and all 8 of our non-employee directors hold outstanding equity awards. We also engage numerous full- and part-time consultants and other service providers, the number of which varies from time to time. Although they are eligible to receive awards under the 2015 Equity Incentive Plan, the Company has not historically made grants to its consultants or other service providers (other than to one consultant) and does not intend to start doing so in the future.
Stock Options
Stock options granted under the 2015 Equity Incentive Plan may be issued as either incentive stock options, within the meaning of Section 422 of the Code, or as nonqualified stock options. The exercise price of an option will be not less than 100% of the fair market analysisvalue of a Share on the date of the grant of the option. The Committee will determine the vesting and/or exercisability requirements and the term of exercise of each option, including the effect of termination of service of a participant or a change in control. The vesting requirements may be based on the peer group and survey data described above. Our President and Chief Executive Officer assistedcontinued employment or service of the participant for a specified time period or on the attainment of specified business performance goals established by the Committee. The maximum term of an option will be 10 years from the date of grant.
To exercise an option, the participant must pay the exercise price, subject to specified conditions, (i) in developing, and presentedcash, or, to the extent permitted by the Committee, and set forth in an award agreement, (ii) in Shares, (iii) through an open-market broker-assisted transaction, (iv) by reducing the number of Shares otherwise deliverable upon the exercise of the stock option, (v) by combination of any of the above methods or (vi) by any other method approved by the Committee must pay any required tax withholding amounts. All options generally are nontransferable.
Subject to the anti-dilution adjustment provisions and the change in control provisions of the 2015 Equity Incentive Plan, without the prior approval of our stockholders, neither the Committee nor the Board will (a) cancel a stock option in exchange for cash or another award when the exercise price per Share under such stock option then exceeds the fair market value of one Share, (b) cause the cancellation, substitution or amendment of a stock option that would have the effect of reducing the exercise price of that stock option or (c) otherwise approve any modification to a stock option that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by Nasdaq or other principal exchange on which our common stock is then listed.
Stock Appreciation Rights
A stock appreciation right may be granted either in tandem with an option or without a related option. A stock appreciation right entitles the participant, upon settlement or exercise, to receive a payment based on the excess of the fair market value of a Share on the date of settlement or exercise over the base price of the right, multiplied by the number of Shares as to which the right is being settled or exercised. Stock appreciation rights may be granted on a basis that allows for the exercise of the right by the participant or that provides for the automatic payment of the right upon a specified date or event. The base price of a stock appreciation right may not be less than 100% of the fair market value of a Share on the date of grant. The Committee will determine the vesting requirements and the term of exercise of each stock appreciation right, including the effect of termination of service of a participant or a change in control. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified business performance goals established by the Committee. The maximum term of a stock appreciation right will be ten years from the date of grant. Stock appreciation rights may be payable in cash or in Shares or in a combination of both. All stock appreciation rights generally are nontransferable.
Subject to the anti-dilution adjustment provisions and the change in control provisions of the 2015 Equity Incentive Plan, without the prior approval of our stockholders, neither the Committee nor the Board will (a) cancel a stock appreciation right in exchange for cash or another award when the base price per Share under that stock appreciation right then exceeds the fair market value of one Share, (b) cause the cancellation, substitution or amendment of a stock appreciation right that would have the effect of reducing the base price of that stock appreciation right or (c) otherwise approve any modification to a stock appreciation right that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by Nasdaq or other principal exchange on which our common stock is then listed.
Restricted Stock Awards (RSAs)
RSAs represent Shares that are issued subject to restrictions on transfer and vesting requirements. The vesting requirements may be based on the continued service of the participant for a specified time period or on the attainment of specified performance goals established by the Committee, and vesting may be accelerated in certain circumstances, as determined by the Committee. RSA holders will not be entitled to dividends or other distributions, if at all, until underlying Shares have vested and, unless otherwise set forth in an award agreement, will not have any of the other rights of a stockholder (including, the right to vote), unless and until those Shares vest. Any dividends with respect to an RSA that is subject to performance-based vesting (a “PSA”) will be subject to the same restrictions on transfer and vesting requirements as the underlying RSA. Until the applicable restrictions are removed or have expired, all RSAs are generally nontransferable.
Restricted Stock Units (RSUs)
RSUs provide the participant the right to receive a payment based on the value of a Share. RSUs may be subject to vesting requirements, restrictions and conditions to payment. RSUs may vest based solely on the continued service of the participant for a specified time period. In addition, RSUs may be denominated as performance-based RSUs (“PSUs”) and may vest in whole or in part based on the attainment of specified performance goals established by the Committee. The vesting of RSUs and PSUs may be accelerated in certain circumstances, as determined by the Committee. RSU and PSU awards will become payable to a participant at the time or times determined by the Committee and set forth in the award agreement, which may be upon or following the vesting of the award. RSU and PSU awards are payable in cash or in Shares or in a combination of both. RSUs and PSUs may be granted together with a dividend equivalent right with respect to the Shares subject to the award. Dividend equivalent rights will be paid at such time as is determined by the Committee in its discretion (including without limitation at the times paid to stockholders generally or at the times of vesting or payment of the RSU or PSU. Dividend equivalent rights will be subject to forfeiture under the same conditions as apply to the underlying RSUs or PSUs. All RSUs and PSUs are generally nontransferable.
Cash Performance Awards
A performance award is denominated in a cash amount (rather than in Shares) and is payable based on the attainment of pre-established business and/or individual performance goals. The requirements for payment may be also based upon the continued service of the participant during the performance period, and vesting may be accelerated in certain circumstances, as determined by the Committee. All cash performance awards are generally nontransferable. The maximum amount of cash compensation that may be paid to a participant during any one calendar year under all cash performance awards and all other awards that are actually paid or settled in cash is limited to $2.0 million.
Effect of Change in Control
Upon the occurrence of a change in control, as defined in the plan as a “change of control event” under Section 409A of the Code, unless otherwise specifically prohibited under applicable law, or unless otherwise provided in the applicable award agreement, the Committee is authorized to make adjustments in the terms and conditions of outstanding awards, including without limitation the following (or any combination thereof): (i) continuation or assumption of our outstanding awards (if we are the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same or comparable terms (including, with respect to economic value) for outstanding awards; (iii) accelerated exercisability, vesting and/or payment; and (iv) if all or substantially all of our outstanding Shares transferred in exchange for cash consideration in connection with that change in control: (A) upon written notice, provide that any outstanding stock options and stock appreciation rights are exercisable during a reasonable period of time immediately prior to the scheduled consummation of the event or any other reasonable period as determined by the Committee (contingent upon the consummation of the event),
and at the end of that period, those stock options and stock appreciation rights will terminate to the extent not so exercised within the relevant period; and (B) cancellation of all or any portion of outstanding awards for fair value, as determined in the sole discretion of the Committee.
Forfeiture
The Committee may specify in an award agreement that an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, including termination of service for “cause” (as defined in the 2015 Equity Incentive Plan), violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the participant, or other conduct by the participant that is detrimental to our business or reputation. Unless otherwise provided by the Committee and set forth in an award agreement, if (i) a participant’s service is terminated for “cause” or (ii) after termination of service for any other reason, the Committee determines in its discretion either that, (A) during the participant’s period of service, the participant engaged in an act which would have warranted termination from service for “cause” or (B) after termination, the participant engaged in conduct that violates any continuing obligation or duty of the participant set forth in any executive or restrictive covenant agreement to which the participant is a party in favor of us or any of our subsidiaries, that participant’s rights, payments and benefits with respect to that award may be subject to cancellation, forfeiture and/or recoupment.
Right of Recapture; Parachute Payments
If a participant receives compensation pursuant to an award calculated by reference to financial statements that are subsequently required to be restated in a way that would decrease the value of that compensation, the participant will, upon our written request, forfeit and repay to us the difference between what the participant received and what the participant should have received based on the accounting restatement, in accordance with (i) our compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the Dodd-Frank Act.
Notwithstanding anything to the contrary contained in the 2015 Equity Incentive Plan, in the event the receipt of all payments or distributions by us in the nature of compensation to or for a participant’s benefit, whether paid or payable pursuant to this plan or otherwise (a “Payment”), would subject the participant to the excise tax under Section 4999 of the Code, the Payments will be reduced to the greatest amount of the Payments that can be paid and would not result in the imposition of the excise tax (the “Reduced Amount”), however, if the portion of the Payments the participant would receive after payment of all applicable taxes, including any excise taxes, is greater than the Reduced Amount, no such reduction will occur.
Tax Withholding
We have the power and the right to deduct or withhold automatically from any amount deliverable under an award or otherwise, or require a participant to remit to us, the minimum statutory amount to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the 2015 Equity Incentive Plan. With respect to required withholding, participants may elect (subject to our automatic withholding right set out above) to satisfy the withholding requirement with respect to any taxable event arising as a result of the 2015 Equity Incentive Plan, in whole or in part, by the methods described in the 2015 Equity Incentive Plan applicable to the payment of the exercise price in connection with stock option exercises.
Starting in 2019, we require certain senior executives to cover tax liabilities resulting from the vesting of their equity awards pursuant to sell-to-cover transactions in compliance with Rule 10b5-1 to, among other things, conserve cash that the Company must remit to tax authorities that it would otherwise fund from cash on hand.
Deferrals of Payment
The Committee may in its discretion permit participants in the 2015 Equity Incentive Plan to defer the receipt of payment of cash or delivery of Shares that would otherwise be due by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect to an award or an election to receive Shares (in lieu of compensation otherwise payable in cash) on a deferred basis in accordance with the terms of the 2015 Equity Incentive Plan; provided, however, that discretion will not apply in the case of a stock option or stock appreciation right.
Trading Policy Considerations
Stock option exercises and other awards granted under the 2015 Equity Incentive Plan is subject to our insider trading policy, Stock Ownership and Retention Guidelines (as described above) and other trading or ownership policy related restrictions, terms and conditions as in effect, from time to time.
Term, Amendment and Termination
The 2015 Equity Incentive Plan, as amended by the amendment described in this proxy statement, will be effective as of the date on which stockholders approve it. The Board may amend, modify, suspend or terminate the 2015 Equity Incentive Plan at any time. However, no termination or amendment of the 2015 Equity Incentive Plan will adversely affect any award granted beforehand without the consent of the participant or the permitted transferee of the award; except as otherwise provided in the 2015 Equity Incentive Plan or determined by the Committee to be necessary to comply with applicable laws. The Board may seek the approval of any amendment by our stockholders to the extent it deems necessary or advisable for purposes of compliance with Section 162(m) or Section 422 of the Code, the listing requirements of Nasdaq or for any other purpose.
Certain Federal Income Tax Consequences
The following is a summary of certain U.S. federal income tax consequences associated with certain awards granted under the 2015 Equity Incentive Plan. The summary is based on the Code, applicable Treasury Regulations and administrative and judicial interpretations thereof, each as in effect on the date of this proxy statement, and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Further, the summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the 2015 Equity Incentive Plan, nor does it cover state, local or non-U.S. taxes, except as may be specifically noted.
Stock Options (other than incentive stock options). In general, a participant has no taxable income upon the grant of a non-qualifying stock option (an “NQSO”) but realizes income in connection with the exercise of the NQSO in an amount equal to the excess (at the time of exercise) of the fair market value of the exercised shares over the exercise price. A corresponding deduction is generally available to the Company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as a capital gain or loss for which the Company is not entitled to a deduction.
Incentive Stock Options. In general, a participant realizes no taxable income upon the grant or exercise of incentive stock options (an “ISO”). However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. Generally, a disposition of shares purchased pursuant to an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and generally a deduction to the Company) equal to the fair market value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which the Company is not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale of shares purchased pursuant to an ISO is treated as a long-term capital gain or loss for which the Company is not entitled to a deduction.
Stock Appreciation Rights. The grant of a stock appreciation right (a “SAR”) does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any stock received. A corresponding deduction is generally available to the Company.
RSAs. A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the Company. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the Company. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.
For purposes of determining capital gain or loss on a sale of shares awarded under the 2015 Equity Incentive Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.
RSUs. The grant of a restricted stock unit does not itself generally result in taxable income. Instead, the participant is generally taxed upon vesting and settlement (and a corresponding deduction is generally available to the Company), unless she or he has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.
Section 162(m). Compensation resulting from awards made under the 2015 Equity Incentive Plan to our chief executive officer, our chief financial officer and certain other current and former executive officers, to the extent such individual’s aggregate compensation from the Company exceeds $1 million in a given year, generally will be non-deductible to the Company under Section 162(m) of the Code. While our Compensation Committee intend to consider the potential impact of Section 162(m) on awards granted under the 2015 Equity Incentive Plan, we will retain discretionary authority to provide compensation that is not deductible in whole or in part under Section 162(m).
Certain Change in Control Payments. Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards may be subject to an additional 20% federal tax and may be non-deductible to the Company. However, as described above, the 2015 Equity Incentive Plan provides any Payment would be reduced so that no portion of the Payment is non-deductible under Section 280G of the Code unless, after payment of all applicable taxes, including any excise taxes, the amount the participant would receive is greater than the Reduced Amount.
Grants under the 2015 Equity Incentive Plan, as proposed to be amended, will be made at the discretion of the Compensation Committee. Because we cannot presently determine the number of Shares underlying, or the
timing, types, exercise/base prices or vesting and other provisions of, grants to be made to participants under the 2015 Equity Incentive Plan, as proposed to be amended, it is not possible to determine the value of benefits that may be obtained by directors, executive officers and other employees under the 2015 Equity Incentive Plan.
Vote Required and Board of Directors’ Recommendation
Approval of the amendment to the 2015 Equity Incentive Plan to increase the number of Shares reserved for its reviewissuance under that plan by 2,600,000 Shares requires the affirmative vote of the holders of a majority of the Shares present in person or represented by proxy and voting on the matter. Abstentions and broker non-votes will not be counted as shares voting on that matter and accordingly will have no effect on the approval management’s recommendationsof this Proposal 3.
Board of Directors’ Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND THE 2015 EQUITY INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 2,600,000
SHARES, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH APPROVAL,
UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
Compensation Discussion and Analysis
The Compensation Discussion and Analysis section of this proxy statement describes the compensation awarded to and earned by our named executive officers (“NEOs”) for 2020 and provides our stockholders with an explanation of our executive compensation program, the decisions made by our Compensation Committee during 2020 relating to that program and other relevant information.
Our NEOs for the year ended December 31, 2020 were:
NEO | Title | |
Mary Anne Heino | President and Chief Executive Officer | |
Robert J. Marshall, Jr. | Chief Financial Officer | |
John Bolla | Chief Operations Officer | |
Michael P. Duffy | Senior Vice President, Law and Public Policy and General Counsel | |
Dr. Istvan Molnar | Chief Medical Officer |
Executive Summary | Philosophy & Program | Process | Decisions | Other |
The Executive Summary below provides an overview of our business, performance highlights, key compensation-related decisions made in the most recent year, and governance highlights.
Business Summary and Performance Highlights
We are an established leader and fully integrated provider of innovative imaging diagnostics, targeted therapeutics, and artificial intelligence solutions to Find, Fight and Follow serious medical conditions. Clinicians use our agents and products in echocardiography, nuclear imaging, and oncologic therapeutics. We believe that the resulting improved diagnostic information enables healthcare providers to better detect and characterize, or rule out, disease, potentially achieving improved patient outcomes, reducing patient risk and limiting overall costs for payers and the entire healthcare system.
2020 was a challenging, yet transformative, year for our Company. The COVID-19 pandemic impacted demand for the Company’s products. This had a significant impact on the Company’s ability to achieve its financial growth goals. Yet despite these significant headwinds, the Company was able to achieve a number of important financial and strategic goals, including but not limited to the following:
We completed our transformative acquisition of Progenics, exceeded our synergy target run rate by 20% and achieved our major integration targets on time and within our budget.
We implemented significant measures resulting in $23M in cost savings to offset $64M revenue loss attributable to the impact of the COVID-19 pandemic.
We maintained business continuity throughout the COVID-19 pandemic while ensuring the safety of essential staff onsite and continuity of our supply chain to support our product manufacturing and shipping schedules.
Our PyL New Drug Application was accepted by the FDA and granted Priority Review status.
We instituted a program to improve efficiency and consistency of iodine manufacturing and took other measures to stabilize our AZEDRA manufacturing.
The FDA approved our supplemental new drug application (sNDA) for DEFINITY RT and our sNDA for VIALMIX RFID.
We expanded our Pharma Services offering, and entered into four additional agreements with strategic partners.
We entered into an agreement to divest our Puerto Rico operations (which we closed in January 2021).
As part of our response to the pandemic, we implemented a number of cost cutting measures including salary reductions for our NEOs. Ms. Heino agreed to reduce her base salary by 75% from April 13, 2020 through July 5, 2020, and each of the Company’s other NEOs agreed to reduce their base salaries by 35% during that same period.
Key Compensation Decisions and Actions
The following is a summary of key decisions and actions regarding executive compensation programin 2020 and specificearly 2021. These decisions were guided by our business needs, compensation for her direct reports, including our other named executive officers.philosophy, performance, and governance framework.
Compensation Area | Highlights | |||||||||||||||||||||||||||||||
Base Salary |
• Approved merit-based base
| |||||||||||||||||||||||||||||||
| • Set goals for revenue, earnings and cash flow metrics at the beginning of the fiscal year 2020 • Recognized in the second quarter of 2020 that the ability to achieve the stated goals would be improbable given the pandemic, and thus engaged in numerous discussions with the Compensation Committee, CEO, and the Committee’s independent compensation consultant to evaluate potential alternative approaches to managing the 2020 Executive Bonus Plan • Determined to approach the 2020 bonus from a holistic perspective, taking into account performance relative to revised financial forecasts, as well as broader strategic and organizational performance. This approach resulted in a corporate funding factor of 90% of target for each of our NEOs | |||||||||||||||||||||||||||||||
Equity Compensation | • Granted new equity awards to our NEOs in February 2020 consisting of an equal split of RSUs and Performance Stock Units (“PSUs”) • Continued to measure 2020 PSU grants on relative Total Shareholder Return performance against the S&P SmallCap Healthcare Index • Certified our three-year relative Total Shareholder Return performance against the S&P SmallCap Healthcare Index, which resulted in 58% of the target number of shares subject to such awards granted under our 2018 long-term incentive plan becoming eligible to vest | |||||||||||||||||||||||||||||||
Process / Governance | • Reviewed the Compensation Committee Charter • Updated our peer group of comparable companies for 2021 compensation planning purposes |
* | From April 13, 2020 through the remainder of 2020, we temporarily eliminated the matching component of our 401(k) qualified defined contribution plan as part of our cost cutting measures. |
Key Compensation Governance Attributes
We believe that a sound executive compensation program is grounded in key governance practices. Below is a summary of what we consider to be the good governance features of our executive compensation program.
What We Do | What We Do Not Do | |
✓ Engage and consult with an independent compensation consultant ✓ Benchmark our pay practices for reasonableness ✓ For all pay elements, target the median of the market, comprised of the compensation peer group described below and in specific circumstances, market data ✓ Have a maximum individual payout under the executive bonus plan we establish each year (the “Executive Bonus Plan”) ✓ Maintain stock ownership and retention guidelines that require non-employee directors and executives to retain half of vested equity grants (on an after-tax basis) until ownership requirements are met ✓ Utilize “double-trigger” vesting on equity awards in the event of a change of control ✓ Maintain the ability to clawback compensation ✓ Perform a risk assessment of our pay program | û No guaranteed salary increases û No executive perquisites, with the exception of reimbursement of relocation expenses when necessary û No defined benefit pension plans û No gross-ups on excise taxes û No post-employment benefit plans û No hedging or pledging of Company stock û No history of repricing stock options |
Executive Summary | Philosophy & Program | Process | Decisions | Other |
The following section describes our overall compensation philosophy and executive compensation program.
Compensation Philosophy
The core philosophy of our executive compensation program is to support our primary objective of providing innovative medical products to improve the diagnosis and treatment of human disease, while enhancing our long-term value to our stockholders. Specifically, the Compensation Committee believes the most effective executive compensation program for all executives, including NEOs:
enables us to attract, motivate and retain the level of successful, qualified executive leadership talent necessary to achieve our long-term goals;
aligns the economic interests of our executives with those of our stockholders;
rewards Company and individual performance; and
is well understood and perceived as fundamentally fair to all stakeholders, including executives and stockholders.
While we do not target any specific mix of compensation, it is our intent to have a significant portion of total compensation be variable in nature to promote a pay-for-performance culture. Further, the Compensation Committee is committed to a program that contains a strong link between achieving our financial and strategic
goals and compensation earned or awarded to further support this culture. 2020 represented a unique year where the Compensation Committee determined that deviating from the formulaic Executive Bonus Plan was in the best interest of stockholders to ensure the motivation and retention of our executives, as well as operating in the spirit of being fundamentally fair to all stakeholders, which are key objectives of our executive compensation program.
Consistent with our compensation philosophy, it is generally our policy to not extend significant perquisites to our executives that are not available to all of our employees. We may reimburse relocation-related expenses for individual employees, which may include NEOs, when warranted.
Our compensation philosophy allows for flexibility in establishing compensation levels and pay mix for executives. This flexibility is important to ensure our executive compensation program is competitive and that our compensation decisions appropriately reflect the unique contributions and characteristics of our NEOs. The CEO’s target compensation has a greater emphasis on variable compensation than that of the other NEOs because her actions have a greater influence on the performance of the Company as a whole. For all NEOs, the mix of target compensation elements is heavily weighted toward variable compensation with a balanced focus on strategic, financial and stock performance.
The Compensation Committee considers the following factors when determining compensation for our executive officers, including our NEOs:
the executive’s individual performance during the year;
her or his projected role and responsibilities for the coming year;
her or his actual and potential impact on the successful execution of our strategy;
recommendations from our President and CEO and independent compensation consultant;
the requirements of any applicable employment agreements;
relative pay among the executive officers; and
market conditions and compensation practices.
The weighting of these and other relevant factors is determined on an individual basis for each executive after consideration of the relevant facts and circumstances.
The Compensation Committee targets the 50th percentile of the market for target compensation opportunities, but reserves the right to compensate NEOs above or below that level based on the factors identified above. Further, actual compensation earned can be greater or less than target compensation based on Company and individual performance.
Compensation Program
Our executive compensation program is designed to achieve several important objectives, which we articulate in our compensation philosophy above. We accomplish these objectives through different compensation elements, each with its own purpose, operation, and timing. Although the Compensation Committee has established a cadence for setting and re-evaluating compensation levels and granting awards, the Compensation Committee has the flexibility to adjust compensation or grant awards outside of the typical process in order to support or achieve our compensation objectives. Below is a summary of each of the primary elements of our executive compensation program, the purpose of each such element, and the general timing of when each element is adjusted or awards are granted, as applicable.
Element | Purpose | Timing | ||
Base Salary | 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 considered in the first quarter of each year after weighing the factors identified above. The Compensation Committee may also adjust base salaries at any point during the year as it determines appropriate. | ||
Executive Bonus Plan | Performance-based compensation used to motivate and reward individuals to achieve pre-established Company goals and promote individual performance. | Measured and paid out on an annual basis. Goals are typically set in the first 90 days of the year, and payouts are made upon completion of the year, determination of results, and Compensation Committee approval of payouts. Note that, for purpose of the 2020 Executive Bonus Plan, the Compensation Committee used informed discretion, taking into account revised financial forecasts, as well as broader strategic and organizational performance, to arrive at a corporate funding factor that was different from the formulaic plan results. | ||
Long-Term Incentives | Variable incentive compensation (including a mix of time-based and performance-based equity awards) that promotes performance, supports retention, and creates stockholder alignment. | Generally granted at the time of hire or promotion, and annually following the close of the previous fiscal year. | ||
Benefits | Fixed benefits and security to promote individual health, welfare and retirement income under our broad-based employee benefit programs, generally on the same terms and conditions as those that apply to our non-executive employees. | The timing of our benefits varies by each benefit program. |
Compensation Policies and Features
In addition to the compensation elements described above, our executive compensation program also incorporates the following policies and features that our Compensation Committee believes are fundamental to a well-constructed and balanced compensation program.
• | Stock Ownership and Retention Guidelines. The Company has Stock Ownership and Retention Guidelines (“Guidelines”) intended to promote stock ownership on the part of our executive officers who are Senior Vice Presidents or above (which includes all of our NEOs). Executive officers are required to hold (vested) Shares having an aggregate value at least equal to a specified multiple of her or his base salary, as determined by her or his position, as follows: |
Role | Stock Ownership Required | |
Chief Executive Officer | 3x | |
Other Executive Officers | 1x |
Until an executive officer achieves her or his required ownership level, she or he is required to retain 50% of all after-tax Shares issued upon (i) 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 RSAs, RSUs, PSAs and PSUs) granted in or after 2019. Our executive officers are required to comply with the Guidelines within five years of when the Guidelines first apply to them. As of December 31, 2020, each of our NEOs either already achieved the requirements under the Guidelines or was within the five year period to comply.
Clawback: Under our 2015 Equity Incentive Plan, if a participant receives compensation pursuant to an award calculated by reference to financial statements that are subsequently required to be restated in a way that would decrease the value of that compensation, the participant will, upon our written request, forfeit and repay to us the difference between what the participant received and what the participant should have received based on the restated accounting, in accordance with (i) our compensation recovery, “clawback” or similar policy, as may be in effect from time to time, and (ii) any compensation recovery, “clawback” or similar policy made applicable by law, including the Dodd-Frank Act.
• | 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 designees (i.e., their immediate family members, affiliated investment vehicles and persons who have delegated investment decisions to them) (collectively, “Company Personnel”) from engaging in short-term or speculative transactions in the Company’s securities. These prohibitions are intended to align the interests of Company Personnel with those of all stockholders, mainly by requiring Company Personnel to take on the full risks and rewards of ownership of Company securities, incentivizing Company Personnel 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 Personnel from:
selling Company securities within six months of purchasing Company securities in the open market;
holding Company securities in margin accounts;
pledging Company securities as collateral for loans or other obligations;
transacting Company securities through puts, calls or other derivative securities, on an exchange or in any other organized market;
hedging or monetization transactions with Company securities, such as zero-cost collars and forward sale contracts; and
engaging in short selling of the Company securities.
The Company grants no exceptions to these policies and reserves the right to impose sanctions on any Company Personnel who violate these policies, including termination of employment or service for cause. No categories of hedging transactions are specifically permitted.
• | Severance and “Double Trigger” Change In Control Arrangements: In exchange for being bound by certain restrictive covenants and providing 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 security 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 stockholders. Additional details on these arrangements can be found under “Employment Agreements; Severance and Potential Payments, Upon Termination or Change of Control.” |
Executive Summary | Philosophy & Program | Process | Decisions | Other |
The following section describes the process used in making decisions regarding NEO compensation.
Roles of the Compensation Committee, Independent Consultants and Management
Each year the Compensation Committee discusses, reviews, recommends, and/or approves certain actions related to executive compensation and our overall executive compensation program. The Compensation Committee makes use of an independent compensation consultant in certain cases to assist the Compensation Committee in its deliberations and decision-making process. Certain members of the management team also assist in developing materials and explaining aspects of our compensation program.
Role of the Compensation Committee. The Compensation Committee is responsible for assisting the Board of Directors in establishing and overseeing our executive compensation program. This includes the following key responsibilities:
determining and approving the compensation of our CEO and other executive officers;
administering our equity and cash incentive compensation plans, including authorizing and granting awards under these plans; and
overseeing the preparation of any required disclosures for the SEC.
Our Compensation Committee typically reviews and discusses management’s proposed compensation with our CEO for all executive officers other than the CEO. Following the Compensation Committee’s discussions with management and consideration of the CEO’s performance and market data provided by Pearl Meyer (described below), the Compensation Committee then consults with the Board about the compensation of our CEO before approving her compensation. The Compensation Committee meets regularly throughout the year.
Role of our CEO. Our CEO reports to our Compensation Committee on the individual performance and contributions of each of the other executive officers, and, with the benefit of market data provided by Pearl Meyer, annually makes recommendations to the Compensation Committee regarding base salary, Executive Bonus Plan performance targets and payouts, and equity awards. The Compensation Committee reviews and
considers those recommendations, but ultimately retains full discretion and authority over the final compensation decisions for the executive officers. Our CEO, in consultation with other members of management, also recommends the Company goals which are used for our Executive Bonus Plan.
Role of our Independent Compensation Consultant. Pursuant to its charter, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation. Our Compensation Committee engaged Pearl Meyer as its independent compensation consultant in 2020. Pearl Meyer provides information and advice to our Compensation Committee on all aspects of the Compensation Committee’s key responsibilities and attends Compensation Committee meetings or calls at the request of the Committee. Our 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 Compensation Committee has determined that Pearl Meyer is serving as an independent and conflict-free advisor to the Compensation Committee.
Market Benchmarking
Our Compensation Committee utilizes compensation peer group and other market data in making compensation decisions. This information provides context for the Compensation Committee in setting target compensation levels going forward.
In July 2020, our Compensation Committee, with the assistance of Pearl Meyer, constructed a peer group to use in setting target compensation based on the following screening criteria:
Criteria | Description | |
Industry | U.S. publicly traded healthcare companies in the diagnostics, supplies, equipment, biotechnology and pharmaceuticals sectors | |
Size | 1/3x to 3x Lantheus’ most recent annual revenue and enterprise value | |
Other | Prioritized companies with (i) a focus in imaging, injectable products, and comparable therapeutic areas, and (ii) a comparable location |
Based on this screening criteria, Pearl Meyer recommended, and the Compensation Committee approved, a peer group of 18 companies, listed below.
Peer Companies for 2020 Compensation Purposes | ||||
Accuray Incorporated | Eagle Pharmaceuticals, Inc. | Natus Medical Incorporated | ||
AMAG Pharmaceuticals, Inc.* | Emergent BioSolutions Inc. | NeoGenomics, Inc. | ||
Amphastar Pharmaceuticals, Inc. | Ironwood Pharmaceuticals, Inc. | OraSure Technologies, Inc. | ||
AngioDynamics, Inc. | Luminex Corporation | Orthofix Medical Inc. | ||
Atrion Corporation | Meridian Bioscience, Inc. | Repligen Corporation | ||
CryoLife, Inc. | Myriad Genetics, Inc. | Supernus Pharmaceuticals, Inc. |
* | AMAG Pharmaceuticals, Inc. was acquired and delisted from Nasdaq in 2020. |
The companies included in this 18 company peer group were determined to be reasonably sized relative to Lantheus based on the following statistics*:
Peer Group Statistics | Revenue | Enterprise Value | ||
75th Percentile | $435M | $1,300M | ||
50th Percentile | $335M | $983M | ||
25th Percentile | $276M | $614M | ||
Lantheus Holdings, Inc. | $388M | $1,008M |
* | Revenue is based on publicly available trailing 4 quarters data information as of 3/31/20. Enterprise Value is as of 6/23/20. |
As discussed above, the 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 peer group of companies, the 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 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 Compensation Committee also considers the factors described in “Compensation Philosophy” above in making compensation decisions for individual executive officers.
Advisory “Say on Pay” Vote
At our 2020 Annual Meeting of Stockholders, approximately 98% of the Shares voted on our annual “say-on-pay” proposal were cast in favor of the compensation of our NEOs as disclosed in our 2020 proxy statement. The Compensation Committee considered the results of the 2020 stockholder advisory vote on executive compensation when determining the Company’s 2021 executive and NEO compensation, and will continue to consider the results of stockholder advisory votes on executive compensation when making future decisions relating to our executive compensation programs and compensation for NEOs.
Executive Summary | Philosophy & Program | Process | Decisions | Other |
The following section describes the material compensation actions and decisions relating to executive compensation that took place in 2020 and early 2021.
Base Salaries
The Compensation Committee met in February 2020 to review our NEOs’ base salaries. The Compensation Committee reviewed market data provided by Pearl Meyer, the Company’s needs, and corporate and individual executive performance in 2019 for determining 2020 base salaries. Based on this review and evaluation, and for the reasons described in the table below, the Compensation Committee approved the following base salaries, effective as of April 1, 2020.
NEO | 2019 Salary | April 2020 Raise | 2020 Salary | Nature of Increase | ||||||
% of 2019 Salary | Amount | |||||||||
Mary Anne Heino | $725,000 | 3.5% | $25,013 | $750,013 | Merit | |||||
Robert J. Marshall, Jr. | $421,200 | 3.5% | $14,042 | $435,942 | Merit | |||||
John Bolla | $360,000 | 2.5% | $9,000 | $369,000 | Merit | |||||
Michael P. Duffy | $423,280 | 2.0% | $8,466 | $431,746 | Merit | |||||
Dr. Istvan Molnar(1) | – | – | – | $400,000 | – |
(1) | Dr. Molnar joined the Company on January 6, 2020. |
Subsequent to this set of actions, the Company approved certain reductions in base salaries due to the emergence of COVID-19 in the United States and its impact on our business. Specifically, for the period April 13, 2020 through July 5, 2020, Ms. Heino agreed to reduce her base salary by 75%, and each of the Company’s other NEOs agreed to reduce their base salaries by 35%. The following quantifies the impact of such actions for our NEOs.
NEO | 2019 Salary | COVID-19 Related Reduction | 2020 Salary Beginning July 6, 2020 | 2020 Earned Salary(1) | ||||||
% Reduction from April 13, 2020 to July 5, 2020 Based on 2019 Salary | Amount Reduced | |||||||||
Mary Anne Heino | $725,000 | 75% | $125,481 | $750,013 | $611,064 | |||||
Robert J. Marshall, Jr. | $421,200 | 35% | $34,020 | $435,942 | $393,984 | |||||
John Bolla | $360,000 | 35% | $29,077 | $369,000 | $335,077 | |||||
Michael P. Duffy | $423,280 | 35% | $34,188 | $431,746 | $392,999 | |||||
Dr. Istvan Molnar(2) | – | 35% | $32,308 | $400,000 | $352,308 |
(1) | “2020 Earned Salary” reflects the sum of: (i) salary earned at the 2019 salary rate from January 1, 2020 to April 12, 2020; (ii) salary earned at the reduced 2019 salary rate from April 13, 2020 to July 5, 2020; and (iii) salary earned at the 2020 salary rate from July 6, 2020 to December 31, 2020. |
(2) | Dr. Molnar joined the Company on January 6, 2020 and his reduction was based on his 2020 salary rate. |
2020 Executive Bonus Plan
General Design
At the beginning of 2020, the Compensation Committee established the design parameters for the 2020 Executive Bonus Plan in which all of our executive officers, including our NEOs, participate. The 2020 Executive Bonus Plan is intended to motivate and reward our executives for achievements relative to our corporate and individual goals and expectations for 2020.
At the beginning of 2020, payouts under the 2020 Executive Bonus Plan were expected to be based on: • the extent to which • individual | 2020 Executive Bonus Plan Performance Metrics and Weighting | |||||||||
40% Net Revenue | 30% Adjusted EPS | 30% Free Cash Flow | ||||||||
* These metrics are defined | ||||||||||
The general design of the 2020 Executive Bonus Plan is as follows:
Base Salary | X | Target Bonus Percentage | X | Corporate Performance Factor | X | Individual Performance Factor | = |
2020 Executive Bonus Plan Payout |
The “Corporate Performance Factor” used in determining payouts for all executives under the 2020 Executive Bonus Plan is the aggregate percentage payout for the actual level of achievement for all three financial performance metrics (each of which is interpolated on a linear basis in between the threshold, target, and maximum levels set for that metric, and failure to attain at least a threshold level of performance for any metric will preclude any payout related to that metric). Attainment of each performance goal is calculated independently.
The “Individual Performance Factor” used in determining payouts for any individual executive under the 2020 Executive Bonus Plan is the percentage reflective of that individual’s performance and achievements during 2020, as determined by the Compensation Committee, as described under “Individual Performance Assessment and Actual Achievement.”
Each of the Corporate Performance Factor and Individual Performance Factor has an achievement range of 0% to 150%, and no individual can receive a payout of more than 225% of her or his target bonus.
Target Bonus Opportunities
Each NEO has a target bonus opportunity that is expressed as a percentage of her or his annual base salary. At the beginning of 2020, our Compensation Committee set the following target bonus opportunities for each NEO:
NEO | 2020 Base Salary | Target Bonus (%) | Target Bonus | |||
Mary Anne Heino | $750,013 | 100% | $750,013 | |||
Robert J. Marshall, Jr. | $435,942 | 55% | $239,768 | |||
John Bolla | $369,000 | 45% | $166,050 | |||
Michael P. Duffy | $431,746 | 50% | $215,873 | |||
Dr. Istvan Molnar | $400,000 | 50% | $200,000 |
Corporate Performance Goals and Actual Achievement
The Compensation Committee selected three corporate performance metrics and target levels for 2020 to align our 2020 Executive Bonus Plan with our external financial guidance and internal budget for fiscal year 2020 that was approved by the Board in December 2019, and the Compensation Committee’s belief that:
our long-term success depends on our ability to drive sustainable Net Revenue growth;
Adjusted EPS (as defined for compensation program purposes) is a key indicator of our operational performance and profitability and is the basis on which stockholders calculate growth expectations; and
Free Cash Flow focuses management on generating cash, which can then be deployed in a disciplined manner to create stockholder value.
The goals set under these metrics were determined by the Compensation Committee to be challenging and uncertain to be achieved at the beginning of the year. In all cases, the target levels for the 2020 goals represented an increase over 2019 actual results. As such, our Compensation Committee established the threshold, target and maximum levels of corporate performance goals set forth in the table below.
Performance Metric | Weighting | Threshold Level | Target Level | Maximum Level | ||||||||||||
Net Revenue(1) | 40% | $351.8M | $390.9M | $430.0M | ||||||||||||
Adjusted EPS(2) | 30% | $1.10 | $1.22 | $1.35 | ||||||||||||
Free Cash Flow(3) | 30% | $52.5M | $70.0M | $87.5M | ||||||||||||
Corporate Funding (% of Target Level)
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(1) | “Net Revenue” |
(2) |
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(3) |
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In the second quarter of 2020, it became apparent that achieving the existing financial targets would be improbable given the pandemic. The Compensation Committee engaged in numerous discussions with the CEO and the Committee’s independent compensation consultant to evaluate potential alternative approaches to managing the short-term incentive plan for 2020.
Although many companies were going through similar exercises at the time, we believe we were in a unique situation in that we were also in the process of finalizing our acquisition of Progenics, which was not accounted for in the initial 2020 Executive Bonus Plan goals due to uncertainty regarding whether the acquisition would close and the timing of closing. This led the Compensation Committee to consider using performance against revised forecasts as the basis for funding the 2020 Executive Bonus Plan. As such, the targets for each performance metric were adjusted downward, but the structure of the plan remained the same as the original plan developed at the beginning of the year. The Committee reviewed the revised forecasts both with and without Progenics contributions.
Lantheus Revised Forecast Without Progenics | Lantheus Revised Forecast With Progenics | |||||||||||||
Performance Metric | Weighting | Target Level | Actual Achievement | Weighted Payout % | Target Level | Actual Achievement | Weighted Payout % | |||||||
Net Revenue | 40% | $333.7M | $327.0M | 36.4% | $346.3M | $339.4M | 36.8% | |||||||
Adjusted EPS | 30% | $0.75 | $0.77 | 34.8% | $0.07 | $0.2839 | 45.0% | |||||||
Free Cash Flow | 30% | $51.3M | $39M | 15.6% | $1.8M | $3.9M | 45.0% | |||||||
Total Funding | 86.8% | 126.8% |
Based on the above, and in light of the fact that the current Executive Bonus Plan would yield a zero payout, the Committee determined that using the revised forecast without Progenics represented the more appropriate approach, consistent with the Company’s philosophical objectives around fairness and retention and motivation of employees.
The Committee then turned its attention to a holistic evaluation of the performance of the business in 2020, including the key accomplishments described above under “Business Summary and Performance Highlights.” Based on the Company’s performance against the revised financial targets, and in light of the key accomplishments, the Compensation Committee approved a corporate funding factor of 90% of target for each of our NEOs.
Individual Performance Assessment and Actual Achievement
The 2020 Executive Bonus Plan also contains an Individual Performance Factor that aligns each NEO’s incentive compensation outcomes with her or his specific individual performance and achievements during 2020. The Compensation Committee reviews the CEO’s assessment of each other NEO’s performance, and the Compensation Committee, in consultation with the independent Chairperson of the Board, assesses the CEO’s performance. Each NEO is given an Individual Performance Factor that modifies the Corporate Performance Factor score for purpose of calculating her or his 2020 Executive Bonus Plan payout.
The following is a summary of each NEO’s Individual Performance Factor score and the performance and achievements that the Compensation Committee specifically recognized in determining that Individual Performance Factor score:
NEO | Individual Performance Factor | Compensation Committee-Recognized Achievements | ||
Mary Anne Heino | 120% | Led the Company through an unprecedented year of challenges, maintaining continuity through the COVID-19 pandemic, maintaining employee safety standards, mitigating revenue loss, implementing immediate cost reductions throughout the Company while still achieving key strategic objectives for the year, including: • Closed the Progenics Acquisition. • Filed our PyL NDA with the FDA • Executed stock purchase agreement to • Completed several key business partnerships. | ||
Robert J. Marshall, Jr. | 118% | • Led the Company through a • Successfully completed financial integration of the • Exceeded our synergy run rate target for the • Introduced Internal Audit function and completed initial corporate risk assessment. | ||
John Bolla | 118% | • Created and implemented the COVID-19 response plan ensuring the safety of
• Created and led the cross functional team that successfully transitioned all non-essential employees to remote working. • Maintained continuous manufacturing and delivery of all Company • Instituted a program to improve efficiency and consistency with iodine manufacturing for AZEDRA. | ||
Michael P. Duffy | 100% | • Supported the complex legal matters related to the Progenics Acquisition. • Successfully expanded our intellectual property portfolio with respect to DEFINITY by adding eight Orange book patents to our portfolio. • Supported our PyL NDA filing. • Supported several key business partnerships. |
NEO | Individual Performance Factor | Compensation Committee-Recognized Achievements | ||
Dr. Istvan Molnar | 100% | • Led the team that achieved the PyL NDA filing which was awarded Priority Review status by the FDA. • Reorganized the organizational structure of our medical team after we closed the Progenics Acquisition to optimize accountability and productivity. • Successfully reinitiated patient enrollment in our
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Final Payouts under the 2020 Executive Bonus Plan
Payouts under the 2020 Executive Bonus Plan are as follows:
NEO | 2020 Base Salary | Target Bonus % | Corporate Funding Factor | Individual Performance Factor | Bonus Award | |||||||||||||
Mary Anne Heino | $750,013 | X | 100% | X | 90% | X | 120% | = | $810,000 | |||||||||
Robert J. Marshall, Jr. | $435,942 | X | 55% | X | 90% | X | 118% | = | $254,634 | |||||||||
John Bolla | $369,000 | X | 45% | X | 90% | X | 118% | = | $176,345 | |||||||||
Michael P. Duffy | $431,746 | X | 50% | X | 90% | X | 100% | = | $194,285 | |||||||||
Dr. Istvan Molnar | $400,000 | X | 50% | X | 90% | X | 100% | = | $180,000 |
2020 Long-Term Incentive Award Decisions
After reviewing market data provided by, and
| Annual LTI Mix | |||||||
50% Time-Based RSUs | 50% Performance-Based RSUs | |||||||
The Compensation Committee grants RSUs to promote retention and continuity of management while considering competitive market practices. The Compensation Committee also grants PSUs for retention purposes, but PSUs are more oriented towards maintaining a pay for performance culture and reward system that aligns NEOs’ realized compensation with stockholders’ interests. This mix of time-based and performance-based equity incentives is intended to keep us highly competitive within the executive talent market and to strike a balance between retention and performance.
Annual grants of RSUs vest in equal installments on each of the first three anniversaries of the grant date. Annual grants of PSUs, to the extent earned based on performance, cliff vest on the third anniversary of the grant date. The portion of PSUs that vest is based on the extent to which the Company has achieved specified corporate performance goals.
In February 2020, in consultation with Pearl Meyer, the Compensation Committee granted PSUs utilizing relative Total Shareholder Return (“rTSR”) of the Company’s common stock as the performance metric; rTSR is determined by comparing the performance of the Company’s share value against other companies in the S&P SmallCap Healthcare Index over a three full calendar year performance period, starting with the 2020 calendar year. The relative changes in share prices during the performance period will be measured using an average of the closing prices during the 30 days preceding the beginning and the end of the performance period. The percentage of the target number of Shares that can vest under the rTSR PSUs will be as follows:
Company’s rTSR Percentile Rank | Vesting Percentage of Target No. of Shares | |
Below 25th Percentile | 0% | |
25th Percentile | 50% (threshold) | |
50th Percentile | 100% (target) | |
75th Percentile or Above | 200% (maximum) |
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.
LTI awards for our NEOs in February 2020 were as follows:
NEO | 2020 Approved Total LTI Value(1) | Total Number of RSUs Granted | Total Number of PSUs Granted at Target | |||
Mary Anne Heino | $2,300,112 | 74,485 | 74,486 | |||
Robert J. Marshall, Jr. | $537,019 | 17,390 | 17,391 | |||
John Bolla | $427,487 | 13,843 | 13,844 | |||
Michael P. Duffy | $402,104 | 13,021 | 13,022 | |||
Dr. Istvan Molnar(2) | $447,760 | 29,000 | – |
(1) | For PSUs, the value shown reflects the target number of units granted, multiplied by the closing price of Lantheus common stock on the grant date. This is not the grant date fair value under ASC Topic 718 and thus may differ from amounts disclosed in other sections of this proxy statement. |
(2) | Dr. Molnar was hired in 2020 and his new hire equity grant consisted of only RSUs. Dr. Molnar will participate in the 2021 PSU cycle consistent with other NEOs. |
Compensation Mix for 2020
The table below illustrates the cash-paid and equity-granted (at target) components of the compensation for our NEOs for 2020. While the Compensation Committee does not specify a target mix of compensation, a significant portion of a NEO’s total compensation opportunity is set as variable compensation that aligns the NEO’s compensation with financial, strategic and stockholder performance. For 2020, 81% of our CEO’s compensation was variable compensation and 62% of our other NEO’s compensation was variable compensation:
Benefits
We provide our CEO and her direct reports (including other NEOs) with severance and “double trigger” change of control benefits in connection with certain qualifying terminations of employment, in exchange for being bound by certain restrictive covenants and providing a release and waiver in favor of the Company. 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 stockholders. Additional details on these arrangements can be found under “Employment Agreements; Severance and Potential Payments, Upon Termination or Change of Control.”
We generally reimburse relocation expenses for newly hired NEOs whom we require to relocate as a condition to their employment with us. We also have, and may in the future, pay local housing expenses and travel costs for a limited time for executives who maintain a primary residence outside of a reasonable daily commuting range to our headquarters prior to that executive’s relocation. We believe that these are typical benefits offered by comparable companies to executives who are asked to relocate and that if we did not offer such assistance we would be at a competitive disadvantage in trying to attract executives who would need to relocate in order to work for us.
We offer a 401(k) qualified defined contribution plan in which our employees, including our NEOs, are eligible to participate, with a 75% employer match of each participant’s contributions up to 6% of the participant’s eligible compensation. We do not offer any other qualified or non-qualified retirement plans. From April 13, 2020 through the remainder of 2020, we temporarily eliminated the matching component as part of our cost cutting measures.
Our welfare and employee-benefit programs are the same for all our eligible employees, including our NEOs. Our NEOs do not receive additional employee benefits outside of those offered to our other employees.
Additional Actions Taken by the Compensation Committee for 2020
In addition to the compensation-related activities described above, in February 2021, the Compensation Committee reviewed the performance status of the following PSAs and PSUs that were previously granted in 2018, 2019, and 2020, respectively, to certain employees, including certain of our NEOs:
Grant | Award Type | Cycle Complete | Design | Outcome | ||||
2018 | PSA | End of 2020 | rTSR performance against | Certified a 58% of target achievement* | ||||
2019 | PSU | End of 2021 | rTSR performance against | To be determined | ||||
2020 | PSU | End of 2022 | rTSR performance against | To be determined |
* | Reflecting 29th percentile performance relative to the comparison group |
Executive Summary | Philosophy & Program | Process | Decisions | Other |
Compensation Risk Assessment
Each year, with the assistance of Pearl Meyer, our management and the Compensation Committee review our compensation practices and policies from a risk management perspective. We have reviewed our programs and determined that there are no practices or policies that are likely to lead to excessive risk-taking or have a material adverse effect on the Company. Further, we identified the following practices that serve to mitigate risk:
We provide a balance of fixed and performance-based compensation;
Payouts under our Executive Bonus Plan are generally based on the achievement of multiple challenging performance goals;
Our long-term incentive grants vest over time, generally in three years;
We make use of several different incentive compensation goals;
Our Compensation Committee has discretion to adjust bonus awards should the objective formula yield an inappropriate result;
We may claw-back compensation under certain scenarios;
We have Share Ownership and Retention Guidelines for our senior vice presidents and above level employees;
We have a prohibition on hedging and pledging of our Company stock;
We have an independent Compensation Committee;
We engage and seek the advice of independent compensation consultants;
We have proper administrative and oversight controls; and
We have an established Compensation Committee calendar for governance purposes.
Impact of Accounting and Tax on the Form of Compensation
The Compensation Committee and Management consider the accounting and, when appropriate, individual and corporate tax consequences of the compensation plans. The Compensation Committee has considered the impact of the expense, which will be recognized by the Company in accordance with FASB ASC TOPIC 718, on the Company’s use of long-term equity incentives.
Section 162(m) of the Internal Revenue Code generally limits deductibility by the Company of non-exempt taxable compensation paid to NEOs to a maximum of $1.0 million per annum. The Compensation Committee takes into consideration the potential deductibility of the compensation as one of the factors to be considered when establishing our executive compensation program. However, the Compensation Committee believes that its primary responsibility is to provide an executive compensation program that attracts, motivates and retains the level of successful, qualified executive leadership talent necessary to achieve our long-term goals. Accordingly, the Committee has paid and may, in its judgment, pay compensation that is limited as to tax deductibility, in whole or in part.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this proxy statement, as required by Item 402(b) of the SEC’s Regulation S-K and the Compensation Committee’s Charter. Based on its review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation Committee
Julie McHugh (Chair)
Heinz Mäusli
Gary Pruden
Summary Compensation Table for Fiscal Years 2020, 2019 and 2018
The following table sets forth certain information with respect to compensation of our named executive officers for the years ended December 31, 2020, and if applicable, 2019 and 2018:
Name Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensa tion(2) ($) | All Other Compensa tion(3) ($) | Total ($) | ||||||
Mary Anne Heino | 2020 | $611,064 | $2,895,255 | $810,000 | $10,038 | $4,326,357 | ||||||
President and Chief Executive Officer | 2019 | $711,539 | $2,789,235 | $807,534 | $12,600 | $4,320,908 | ||||||
2018 | $665,577 | $2,318,481 | $917,500 | $12,375 | $3,913,933 | |||||||
Robert J. Marshall, Jr.(4) | 2020 | $393,984 | $675,973 | $254,634 | $0 | $1,324,590 | ||||||
Chief Financial Officer | 2019 | $416,838 | $630,992 | $252,973 | $134,591 | $1,435,394 | ||||||
2018 | $101,250 | $599,988 | $256,163 | $17,333 | $974,734 | |||||||
John Bolla(5) | 2020 | $335,077 | $538,101 | $176,345 | $4,985 | $1,054,508 | ||||||
Chief Operations Officer | 2019 | $352,000 | $511,032 | $169,256 | $12,600 | $1,044,888 | ||||||
Michael P. Duffy | 2020 | $392,999 | $506,150 | $194,285 | $4,396 | $1,097,830 | ||||||
Senior Vice President, Law and Public Policy and General Counsel | 2019 | $418,897 | $634,092 | $231,111 | $12,600 | $1,296,700 | ||||||
2018 | $403,632 | $481,367 | $300,883 | $12,375 | $1,198,257 | |||||||
Dr. Istvan Molnar(6) | 2020 | $352,308 | $447,760 | $180,000 | $0 | $980,068 | ||||||
Chief Medical Officer |
(1) | The amounts shown in the stock awards column represent the aggregate grant date fair value of RSAs, PSAs, RSUs and/or PSUs granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718 Compensation – Stock Compensation, excluding the effect of estimated forfeitures. The grant date fair value of RSAs and RSUs was determined by multiplying the number of RSAs or RSUs by the closing price of our common stock on the date of grant, while the grant date fair value of the 2018 PSAs and 2019 and 2020 PSUs was determined through a valuation using a Monte Carlo simulation based on the probable outcome of the applicable performance conditions. The assumptions used in the valuation of stock based awards are discussed in Note 16 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2020. |
The table below shows the grant date fair value of the PSUs and PSAs included in the stock awards column for each year, and the maximum grant date value assuming that the highest level of performance conditions was achieved:
Name | Grant Date | No. of Shares/Units | Grant Date Fair Value | Maximum Grant Date Value | ||||
Mary Anne Heino | ||||||||
PSAs | 3/5/2018 | 60,127 | $1,368,491 | $2,736,981 | ||||
PSUs | 2/26/2019 | 44,085 | $1,759,873 | $3,519,746 | ||||
PSUs | 3/3/2020 | 74,486 | $1,745,207 | $3,490,414 |
Name | Grant Date | No. of Shares/Units | Grant Date Fair Value | Maximum Grant Date Value | ||||
Robert J. Marshall, Jr. | ||||||||
PSUs | 2/26/2019 | 9,973 | $398,122 | $796,244 | ||||
PSUs | 3/3/2020 | 17,391 | $407,471 | $814,942 | ||||
John Bolla | ||||||||
PSUs | 2/26/2019 | 8,077 | $322,434 | $644,868 | ||||
PSUs | 3/3/2020 | 13,844 | $324,365 | $648,730 | ||||
Michael P. Duffy | ||||||||
PSAs | 3/5/2018 | 12,484 | $284,136 | $568,272 | ||||
PSUs | 2/26/2019 | 10,022 | $400,078 | $800,156 | ||||
PSUs | 3/3/2020 | 13,022 | $305,105 | $610,211 |
(2) | For each of the NEOs, the amounts reported in Non-Equity Incentive Plan Compensation column represent cash payouts made to our NEOs under the Executive Bonus Plan for the applicable year. Payouts under the 2020 Executive Bonus Plan, which were paid in early 2021, are described above under “Corporate Performance Goals and Actual Achievement” and “Individual Performance Assessment and Actual Achievement.” For 2018, amounts for Ms. Heino |
(3) | The amounts shown for 2020 in the “All Other Compensation” columns are comprised of 401(k) matching contributions. From April 13, 2020 through the remainder of 2020, we temporarily eliminated the matching component as part of our cost cutting measures. |
(4) | Mr. Marshall commenced employment with us on September 24, 2018. The amount shown for Mr. Marshall for 2018 includes amounts he received after he commenced employment with us. |
(5) | Mr. Bolla commenced employment with us on May 21, 2018. Mr. Bolla was not a named executive officer for 2018. In accordance with SEC rules, no amounts are shown for him for 2018. |
(6) | Mr. Molnar commenced employment with us on January 6, 2020. Mr. Molnar was not a named executive officer for 2018 or 2019. In accordance with SEC rules, no amounts are shown for him for 2018 or 2019. |
Grants of Plan-Based Awards for Fiscal 2020
The table below provides information regarding awards made to our NEOs during 2020 under the 2020 Executive Bonus Plan and our Equity Incentive Plan.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(#)(3) | Grant Date Fair Market Value of Stock and Option Awards ($)(4) | |||||||||||||||
Employee | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||
Mary Anne Heino | $750,013 | $1,687,529 | ||||||||||||||||
3/3/2020 | 37,243 | 74,486 | 148,972 | $1,745,207 | ||||||||||||||
3/3/2020 | 74,485 | $1,150,048 | ||||||||||||||||
Robert J. Marshall, Jr. | $239,768 | $539,478 | ||||||||||||||||
3/3/2020 | 8,696 | 17,391 | 34,782 | $407,241 | ||||||||||||||
3/3/2020 | 17,390 | $268,502 | ||||||||||||||||
John Bolla | $166,050 | $373,613 | ||||||||||||||||
3/3/2020 | 6,922 | 13,844 | 27,688 | $324,365 | ||||||||||||||
3/3/2020 | 13,843 | $213,736 | ||||||||||||||||
Michael P. Duffy | $215,873 | $485,714 | ||||||||||||||||
3/3/2020 | 6,511 | 13,022 | 26,044 | $305,105 | ||||||||||||||
3/3/2020 | 13,021 | $201,044 | ||||||||||||||||
Dr. Istvan Molnar | $200,000 | $450,000 | ||||||||||||||||
3/3/2020 | 29,000 | $447,760 |
(1) | The amounts in these columns reflect target and maximum payouts under the 2020 Executive Bonus Plan. There is no threshold-level payout under the 2020 Executive Bonus Plan. The maximum payout under the 2020 Executive Bonus Plan is 225% of the target payout, representing the product of (i) a maximum of 150% of the target payout based on Company performance metrics and (ii) a maximum of 150% of the target payout based on individual performance. The actual amount earned by each NEO under the 2020 Executive Bonus Plan is reported under the ‘‘Non-Equity Incentive Plan Compensation’’ column in the Summary Compensation Table. For additional information about our 2020 Executive Bonus Plan and a discussion of how these amounts are determined, please see the Compensation Discussion and Analysis section titled ‘‘Executive Leadership Team Incentive Bonus Plan.” |
(2) | The amounts in these columns reflect threshold, target and maximum shares that may be earned in respect of PSUs granted |
(3) | The amounts in these columns reflect the number of RSUs granted |
(4) | The amounts in this column have been determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See footnote 1 to the Summary Compensation Table for a description of the assumptions used in determining the grant date |
Outstanding Equity Awards at December 31, 2020
The following tables include certain information with respect to equity awards held by our NEOs as of December 31, 2020, based on the closing stock price of a share of our common stock of $13.49 on that date:
Name | Option Awards | Stock Awards | ||||||||||||||||||
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisa ble | Equity Incentive Plan Awards: Number of Securities of Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (#)(1) | Equity (#) | Equity ($) | |||||||||||
Mary Anne Heino | ||||||||||||||||||||
Options(2) | 44,484 | — | — | $19.11 | 4/15/2023 | |||||||||||||||
RSAs(3) | 3/5/2018 | 20,042 | $270,367 | |||||||||||||||||
RSUs(4) | 2/26/2019 | 29,390 | $396,471 | |||||||||||||||||
RSUs(4) | 3/3/2020 | 74,485 | $1,004,803 | |||||||||||||||||
PSAs(5) | 3/5/2018 | 34,874 | $470,450 | |||||||||||||||||
PSUs(6) | 2/26/2019 | 44,085 | $594,707 | |||||||||||||||||
PSUs(7) | 3/3/2020 | 74,486 | $1,004,816 | |||||||||||||||||
Robert J. Marshall, Jr. | ||||||||||||||||||||
RSAs(8) | 10/15/2018 | 22,321 | $301,110 | |||||||||||||||||
RSUs(4) | 2/26/2019 | 6,649 | $89,695 | |||||||||||||||||
RSUs(4) | 3/3/2020 | 17,390 | $234,591 | |||||||||||||||||
PSUs(6) | 2/26/2019 | 9,973 | $134,536 | |||||||||||||||||
PSUs(7) | 3/3/2020 | 13,844 | $186,756 | |||||||||||||||||
John Bolla | ||||||||||||||||||||
RSAs(9) | 6/15/2018 | 11,310 | $152,572 | |||||||||||||||||
RSUs(4) | 2/26/2019 | 5,385 | $72,644 | |||||||||||||||||
RSUs(4) | 3/3/2020 | 13,843 | $186,742 | |||||||||||||||||
PSUs(6) | 2/26/2019 | 8,077 | $108,959 | |||||||||||||||||
PSUs(7) | 3/3/2020 | 13,844 | $186,756 |
Name | Option Awards | Stock Awards | ||||||||||||||||||
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisa ble | Equity Incentive Plan Awards: Number of Securities of Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (#)(1) | Equity (#) | Equity ($) | |||||||||||
Michael P. Duffy | ||||||||||||||||||||
Options(2) | 24,911 | — | — | 18.66 | 8/5/2023 | |||||||||||||||
RSAs(3) | 3/5/2018 | 4,161 | $56,132 | — | — | |||||||||||||||
RSUs(4) | 2/26/2019 | 6,682 | $90,140 | |||||||||||||||||
RSUs(4) | 3/3/2020 | 13,021 | $175,653 | |||||||||||||||||
PSAs(5) | 3/5/2018 | 7,241 | $97,681 | |||||||||||||||||
PSUs(6) | 2/26/2019 | 10,022 | $135,197 | |||||||||||||||||
PSUs(7) | 3/3/2020 | 13,022 | $175,667 | |||||||||||||||||
Dr. Istvan Molnar | ||||||||||||||||||||
RSUs(10) | 3/3/2020 | 29,000 | $391,210 |
(1) | The market value of the |
(2) | The options were granted to Ms. Heino upon her hire on April 15, 2013. The options were granted to Mr. Duffy on August 5, 2013. The options for Ms. Heino and Mr. Duffy vested in
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(3) | For the RSAs granted on March 5, 2018, the grants vest in three equal installments on each of the first three anniversaries of the grant date, and are generally subject to |
(4) | For the RSUs granted on February 26, 2019 and March 3, 2020, the grants vest in three equal installments on each of the first three anniversaries of the grant date, and are generally subject to continued employment of the NEO. |
(5) | The PSAs granted on March 5, 2018 vested on the
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(6) | The PSUs granted on February 26, 2019, are earned based on the achievement of relative Total Shareholder return compared to the S&P SmallCap Healthcare Index over a three full calendar year performance period,
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(7) |
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(8) | The RSAs were granted to Mr. Marshall on October 15, 2018, as part of his offer
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(9) | The RSAs were granted to Mr. Bolla on June 15, 2018, as part of |